深中华B：2021年年度报告（英文版）.PDF

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1、1 Shenzhen China Bicycle Company (Holdings) Limited Annual Report of 2021 April 20222 Section I. Important Notice, Contents and Interpretation Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen China Bicycle Company (Holdings) Limited (hereinafter

2、 referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. Li Hai, Princip

3、al of the Company, Sun Longlong, person in charge of accounting works and Zhong Xiaojin, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2021 Annual Report is authentic, accurate and complete. All directors are attended the Board Meeting for Re

4、port deliberation. The financial report for year of 2021 was audited by Baker Tilly China CPA (LLP), and an unqualified audit report with significant uncertainty of going concern was issued. The board of directors and the board of supervisors of the Company have detailed explanations on related matt

5、ers. Investors should read carefully. The Company plans not to distribute cash dividends, not to send bonus shares, and no reserve capitalizing.3 Contents Section I. Important Notice, Contents and Interpretation . 2 Section III Management Discussion and Analysis . 11 Section IV Corporate Governance

6、. 32 Section VII. Changes in Shares and Particulars about Shareholders . 59 Section VIII. Preferred Stock . 68 Section IX. Corporate Bonds . 69 4 Documents Available for Reference 1. Accounting statement carrying the signatures and seals of the legal representative, person in charge of accounting an

7、d person in charge of accounting organ. 2. Originals documents of the Company and manuscripts of public notices that disclosed in the newspaper designated by CSRC in the report period. 3. Originals documents of the Company and manuscripts of public notices that disclosed in the newspaper designated

8、by CSRC in the report period. 4. English version of the Annual Report 2021 5 Interpretation Items Refers to Contents 6 Section II. Company Profile and Main Financial Indexes I. Company information Short form of the stock Zhonghua A, Zhonghua B Code for share 000017, 200017 The abbreviation of the ch

9、anged stock (if applicable) N/A Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 深圳中华自行车(集团)股份有限公司 Short form of the Company (in Chinese) 深中华 Foreign name of the Company (if applicable) Shenzhen China Bicycle Company (Holdings) Limited Short form of foreign name of

10、 the Company (if applicable) CBC Legal representative Li Hai Registrations add. No. 3008, Buxin Rd., Shenzhen Code for registrations add 518019 Historical changes of registered address N/A Offices add. 501 Zhongxin Technology Building, No.31 Bagua Rd., Bagualing, Futian District, Shenzhen Codes for

11、office add. 518029 Companys Internet Web Site E-mail II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Sun Longlong Yu Xiaomin, Zhong Xiaojin Contact add. 501 Zhongxin Technology Building, No.31 Bagua Rd., Bagualing, Futian District, Shenzhen 501 Zhongxin Technology Buil

12、ding, No.31 Bagua Rd., Bagualing, Futian District, Shenzhen Tel. 0755-25516998,28181666 0755-25516998,28181666 Fax. 0755-28181009 0755-28181009 E-mail 7 III. Information disclosure and preparation place Website of the Stock Exchange where the annual report of the Company disclosed Shenzhen Stock Exc

13、hange (http:/) Media and Website where the annual report of the Company disclosed Securities Times, Hong Kong Commercial Daily, Juchao Website (http:/) Preparation place for annual report 501 Zhongxin Technology Building, No.31 Bagua Rd., Bagualing, Futian District, Shenzhen IV. Registration changes

14、 of the Company Organization code 914403006188304524 Changes of main business since listing (if applicable) Main products or services provided at present: Emmelle bicycle, electric bicycle, lithium battery materials and gold jewelry. Previous changes for controlling shareholders (if applicable) 1. I

15、n March 1992, the Stock of the Company was listed in Shenzhen Stock Exchange, and 23.28% equity of the Company was held by Shenzhen Lionda Holding Co., Ltd. and Hong Kong Dahuan Bicycle Co., Ltd respectively. 2. In March 2002, legal shares 13.58% A-stock of the Company was obtained by China Huarong

16、Asset Management Co., Ltd. through court auction, and became the first majority shareholder of the Company. 3. On 13 November 2006, the 65,098,412 legal shears of CBC held by Huarong Company was acquired by Shenzhen Guosheng Energy Investment Development Co., Ltd. via the “Equity Transfer Agreement”

17、 signed, and first majority of the Company comes to Guosheng Energy. Guosheng Energy is the wholly-owned subsidiary of National Investment, actual controller was Zhang Yanfeng. 4. In January 2011, controlling shareholder of Shenzhen Guosheng Energy Investment Development Co., Ltd.Shenzhen National I

18、nvestment Development Co., Ltd. entered into equity transfer agreement with Mr. Ji Hanfei, 100% equity of Guosheng Energy was transfer to Mr. Ji Hanfei with price of 70 million. Shenzhen Guosheng Energy Investment Development Co., Ltd. Shenzhen Guosheng Energy Investment Development Co., Ltd. holds

19、63,508,747 A-stock of the Company with 11.52% in total share capital of the Company. 5. On February 20, 2017, Ji Hanfei and Guosheng Energy made an “Explanation” to abandon the actual control of the Company, after Ji Hanfei made the declaration to abandon the actual control of the Company, the inves

20、tment from CBC by Mr. Ji changed to general investment instead of actual controlling, and the actual controller of the Company changed from Ji Hanfei to no actual controller. V. Other relevant information CPA engaged by the Company Name of CPA Baker Tilly China CPA (LLP) Offices add. for CPA A-1 and

21、 A-5 of No.68 Building, No.19 Chegongzhuang West Road, Haidian District Beijing Signatory accountant Qu Xianfu, Deng Jun 8 Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant engaged by the Company for perform

22、ing continuous supervision duties in reporting period Applicable Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not Yes No 2021 2020 Changes in the current year over the previous year (+,-) 2019 Opera

23、tion revenue (RMB) 165,246,577.95 117,857,480.17 40.21% 76,022,687.75 Net profit attributable to shareholders of the listed company (RMB) -1,986,692.82 3,785,834.68 -152.48% -7,186,905.64 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RM

24、B) -4,548,872.83 3,071,751.90 -248.09% -7,370,499.83 Net cash flow arising from operating activities (RMB) 15,673,932.87 3,942,228.96 297.59% -13,791,941.34 Basic earnings per share (RMB/Share) -0.0036 0.0069 -152.17% -0.0130 Diluted earnings per share (RMB/Share) -0.0036 0.0069 -152.17% -0.0130 Wei

25、ghted average ROE -20.04% 42.01% -62.05% -53.69% Year-end of 2021 Year-end of 2020 Changes at end of the current year compared with the end of previous year (+,-) Year-end of 2019 Total assets (RMB) 97,363,437.22 91,742,769.99 6.13% 62,733,602.58 Net assets attributable to shareholder of listed comp

26、any (RMB) 8,918,538.16 10,905,230.98 -18.22% 7,119,396.30 The lower of the companys net profit before or after deduction of non-recurring profit (gain)/loss for the last three financial years is negative, and the audit report for the latest year indicates that there is uncertainty about the companys

27、 ability to continue as a going concern Yes No The lower of the net profit before or after deduction of non-recurring profit (gain)/loss is negative 9 Yes No Item 2021 2020 Note operation revenue (RMB) 165,246,577.95 117,857,480.17 N/A Deduction amount of operation revenue 9RMB) 51,644.42 41,142.96

28、N/A Amount of operation revenue after deduction (RMB) 165,194,966.53 117,816,337.21 N/A VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards)

29、and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the p

30、eriod. 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report,

31、under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. VIII. Quarterly main financial index Unit: RMB/CNY Q 1 Q 2 Q 3 Q 4 operation revenue 23,163,329.56 30,966,988.04 29,113,392.89 82,002,867.46 Net profit attributable to shareholders of the

32、listed company -211,535.36 1,577,028.70 575,788.96 -3,927,975.12 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses -211,535.36 -205,058.93 326,846.26 -4,109,642.17 Net cash flow arising from operating activities 1,399,162.83 -3,846,289.65 -3

33、,377,294.28 21,498,353.97 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the companys quarterly report and semi-annual report Yes No 10 IX. Items and amounts of extraordinary profit (gains)/loss

34、Applicable Not applicable Unit: RMB/CNY Item 2021 2020 2019 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) - 24,936.44 - Government subsidy reckoned into current gains/losses (except for those with normal operation business co

35、ncerned, and conform to the national policies & regulations and are continuously enjoyed at a fixed or quantitative basis according to certain standards) 397,876.20 - - Switch-back of provision of impairment of account receivable which are treated with separate depreciation test 1,881,334.27 Other n

36、on-operation revenue and expenditure except for the aforementioned items 376,450.05 754,370.46 194,691.02 Less: Impact on income tax 18.42 0.18 48,672.76 Impact on minority shareholders equity (post-tax) 93,462.09 65,223.94 -37,575.93 Total 2,562,180.01 714,082.78 183,594.19 - Other gains/losses ite

37、ms that conform to the definition of non-recurring gains/losses: Applicable Not applicable The Company does not have other gains/losses items that conform to the definition of non-recurring gains/losses Information on the definition of non-recurring profit(gain)/loss that listed in the Q&A Announcem

38、ent No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary (non-recurring) Profit(gain)/loss as the recurring profit(gain)/loss Applicable Not applicable The Company does not have any non-recurring profit(gain)/loss listed under the Q&A Announcement No.1

39、 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary (non-recurring) Profit(gain)/loss defined as recurring profit(gain)/loss 11 Section III Management Discussion and Analysis I. Industry of the Company during the reporting period The Company shall comply

40、with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure” (i) Analysis of the industry market size 1. The product category of the industry is relatively rich Jewelry can be divided into go

41、ld, diamond, jade, colored jewelry and others. Under the background of Chinas cultural tradition of advocating gold jewelry and the investment properties of gold, gold jewelry occupies a relatively high proportion in the domestic jewelry market, reaching 60.13%. Diamond and jade are also the main ca

42、tegories of jewelry in China, accounting for 13.97% and 9.85%. From the international market, the jewelry markets of developed countries such as the United States, Japan, and Europe are all dominated by diamond jewelry. Compared with the international market, the main categories of Chinas jewelry ma

43、rket are more abundant, and the proportion of various jewelry markets is more balanced. 2. The actual consumption of gold jewelry has a steady growth With the growth of the national economy and the accumulation of wealth of residents, Chinas demand for gold grew rapidly in the early 21st century, ma

44、king it the worlds largest gold consumer. The fall in gold prices in 2013 triggered a boom of buying gold jewelry, and also overdrew the demand for gold jewelry in advance, which declined from 2013 to 2016. However, after a period of readjustment, along with the gradual recovery of the economy and g

45、old prices, the gold jewelry industry has bottomed out since September 2016, and continued to grow steadily in 2017, entering a new round of recovery cycle. In 2021, the domestic pandemic was effectively controlled, enterprises resumed work and production in an orderly manner, and the consumer marke

46、t entered a stage of gradual recovery. The gold jewelry consumer market benefited from the rigid demand for weddings, which played a positive role in promoting gold jewelry sales. Based on the further improvement of Chinas macroeconomic strength and international status, a huge middle-class consumer

47、 group has been formed, which has brought a new development pattern to the development of the gold jewelry market and opened up new incremental space. 3. Trading value of the diamond jewelry importation increased significantly With the effectively control of epidemic in China, the diamond imports sh

48、ows a strong rebound in the first half of 2021 after a recovery phase in the second half of 2020 and a downturn in the first half of 2020. According to recent statistics, the number and value of Chinas diamond imports from 2016 to 2021 reached a maximum in 2021; (ii) Industry development trend analy

49、sis 1. The increase in industry concentration has become the mainstream trend In recent years, consumers brand awareness has been increasing. In addition, at the end of 2014, the National Jewelry Standards Technical Committee revised the mandatory national standard “Regulations on the Purity of Prec

50、ious Metals in Jewelry and Naming” (GB11887-2012), which deleted the “pure gold” and other titles, guided consumers to pay more attention to jewelry design, craftsmanship, style and brand value, and no longer be attracted by the words “pure gold” in the slogan and pay more attention to product quali