粤照明Ｂ：2022年第一季度报告（英文）.PDF

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1、Foshan Electrical and Lighting Co., Ltd. First Quarterly Report 2022 1 Stock Code: 000541, 200541 Stock Name: FSL, FSL-B Announcement No. 2022-037 FOSHAN ELECTRICAL AND LIGHTING CO., LTD. FIRST QUARTERLY REPORT 2022 Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as the “Company”)

2、and all the members of the Companys Board of Directors hereby guarantee that the contents of this Report are true, accurate and complete and free of any misrepresentations, misleading statements or material omissions. Important Notes: 1. The Board of Directors, the Supervisory Committee as well as t

3、he directors, supervisors and senior management of the Company hereby guarantee that the contents of this Report are true, accurate and complete and free of any misrepresentations, misleading statements or material omissions, and collectively and individually accept legal responsibility for such con

4、tents. 2. The Companys legal representative, Chief Financial Officer (CFO), and person-in-charge of the Companys accounting organ (equivalent to accounting manager) hereby guarantee that the financial statements carried in this Report are true, accurate and complete. 3. Indicate whether the financia

5、l statements in this Report have been audited by an independent auditor. Yes No I Key Financial Information (I) Key Accounting Data and Financial Indicators Indicate whether there is any retrospectively restated datum in the table below. Yes No Reason Business Combination under the same control Q1 2

6、022 Q1 2021 YoY change (%) Before Restated Restated Operating revenue (RMB) 2,007,637,120.85 825,678,013.99 1,597,135,618.67 25.70% Net profit attributable to the listed companys shareholders (RMB) 61,365,477.84 42,203,399.57 49,686,820.13 23.50% Net profit attributable to the listed companys shareh

7、olders before exceptional gains and losses (RMB) 55,625,535.40 39,266,019.69 38,897,030.57 43.01% Net cash generated from/used in operating activities (RMB) -66,973,529.90 48,558,082.07 177,346,228.84 -137.76% Foshan Electrical and Lighting Co., Ltd. First Quarterly Report 2022 2 Basic earnings per

8、share (RMB/share) 0.0455 0.0313 0.0368 23.64% Diluted earnings per share (RMB/share) 0.0451 0.0310 0.0365 23.56% Weighted average return on equity (%) 0.96% 0.71% 0.70% 0.26% 31 March 2022 31 December 2021 Change (%) Before Restated Restated Total assets (RMB) 14,585,911,497.05 9,699,592,528.61 16,3

9、17,843,693.47 -10.61% Equity attributable to the listed companys shareholders (RMB) 5,279,883,210.93 5,800,558,588.34 6,986,502,976.72 -24.43% The Company has completed in February 2022 the major asset restructuring involving the acquisition of a 21.32% stake held by Rising Group and its acting-in-c

10、oncert parties in NationStar Optoelectronics. NationStar Optoelectronics has been included in the Companys consolidated financial statements since Q1 2022, with retrospective adjustments to relevant financial statement data. For further information, see “Part III Other Significant Events”. (II) Exce

11、ptional Gains and Losses Applicable Not applicable Unit: RMB Item Q1 2022 Note Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs) -844,105.28 Government grants through profit or loss (exclusive of government grants given in the Companys ordinary course of b

12、usiness at fixed quotas or amounts as per the governments uniform standards) 9,809,386.37 Capital occupation charges on non-financial enterprises that are recognized in profit or loss 107,475.42 Current net profit or loss of subsidiaries acquired in business combination under the same control from p

13、eriod-beginning to combination date 9,568,639.83 Gain or loss on fair-value changes on held-for-trading financial assets and liabilities & income from disposal of held-for-trading financial assets and liabilities and available-for-sale financial assets (exclusive of the effective portion of hedges t

14、hat arise in the Companys ordinary course of business) -51,120.18 Non-operating income and expense other than the above 6,793,562.20 Less: Income tax effects 2,127,297.17 Non-controlling interests effects (net of tax) 17,516,598.75 Total 5,739,942.44 - Other items that meet the definition of excepti

15、onal gain/loss: Applicable Not applicable No such cases in the Reporting Period. Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Foshan Electri

16、cal and Lighting Co., Ltd. First Quarterly Report 2022 3 PublicExceptional Gain/Loss Items: Applicable Not applicable No such cases in the Reporting Period. (III) Changes in Key Financial Statement Line Items and Explanation of why Applicable Not applicable Unit: RMB Item Q1 2022/31 March 2022 Q1 20

17、21/31 December 2021 Change (%) Explanation of why Held-for-trading financial assets 38,002,484.97 348,248,125.61 -89.09% Redemption of wealth management products upon maturity in the current period Investments in other equity instruments 1,012,567,733.98 1,504,980,024.07 -32.72% Sale of some shares

18、held in Gotion High-tech and Xiamen Bank in the current period Other non-current assets 49,231,754.15 499,349,770.41 -90.14% The combination of NationStar Optoelectronics, which was under common control with the Company, was completed in the current period, and the prepayment for equity transfer mad

19、e in the prior period was carried forward. Held-for-trading financial liabilities 0.00 9,367.37 -100.00% Settlement of forward forex settlement contracts by subsidiary NationStar Optoelectronics upon maturity Current portion of non-current liabilities 17,987,013.12 27,600,186.15 -34.83% Settlement o

20、f the current portion of long-term payables in the current period Long-term borrowings 382,059,351.98 0.00 N/A New long-term borrowings in the current period Other non-current liabilities 42,947.02 22,653.46 89.58% Increased liabilities of subsidiary to be liquidated and de-registered Capital reserv

21、es 7,245,971.54 994,114,567.16 -99.27% Combination of NationStar Optoelectronics under common control in the current period Inventory shares 82,165,144.15 250,600,874.54 -67.21% Retirement of inventory shares in the current period Other comprehensive income 624,427,095.07 982,972,358.89 -36.48% Sale

22、 of some shares held in Gotion High-tech and Xiamen Bank and changes in the fair value of shares held in other listed companies in the current period Surplus reserves 86,780,516.19 741,353,347.96 -88.29% Combination of NationStar Optoelectronics under common control and retirement of inventory share

23、s in the current period, resulting in a charge to surplus reserves Foshan Electrical and Lighting Co., Ltd. First Quarterly Report 2022 4 Administrative expense 88,756,726.29 67,059,565.47 32.36% The acquisition of subsidiary Nanning Liaowang not under common control in Q3 2021 resulted in a year-on

24、-year increase in administrative expense. R&D expense 93,247,258.25 66,479,525.38 40.26% The acquisition of subsidiary Nanning Liaowang not under common control in Q3 2021 resulted in a year-on-year increase in R&D expense. Finance costs -3,599,320.28 -5,164,360.40 30.30% The acquisition of subsidia

25、ry Nanning Liaowang not under common control in Q3 2021 resulted in a year-on-year increase in finance costs. Return on investment 2,358,344.69 10,099,728.12 -76.65% Decreased gains on wealth management and on forward forex settlement contracts Share of profit of associates and joint ventures 205,97

26、3.61 75,266.51 173.66% Increase in net profits of associates attributable to owners of the Company as the parent in the current period Gain on changes in fair value -117,369.16 -6,307,003.86 98.14% Changes in the fair value of forward forex settlement contracts as a result of exchange rate fluctuati

27、ons Credit impairment loss (“-” for loss) 1,535,633.17 4,839,518.06 -68.27% Decrease in reversed portions of expected credit losses Asset impairment loss (“-” for loss) 359,227.61 -2,289,750.64 115.69% Decreased inventory valuation allowances Asset disposal income -922,171.71 149,664.05 -716.16% Ass

28、et disposal loss of subsidiary Nanning Liaowang in the current period Non-operating income 8,407,881.53 1,729,440.89 386.16% Carry forwards of payables of subsidiary NationStar Optoelectronics that it does not need to pay in the current period Non-operating expense 1,483,292.62 709,988.48 108.92% Wr

29、itten-off irrecoverable receivables of subsidiary NationStar Optoelectronics in the current period Other comprehensive income, net of tax -257,827,934.62 -468,669,992.98 44.99% Decreased amount of changes in the fair value of investments in other equity instruments in the current period Other compre

30、hensive income, net of tax attributable to owners of the Company as the parent -257,628,039.63 -468,669,992.98 45.03% Decreased amount of changes in the fair value of investments in other equity instruments in the current period Differences arising from the translation of foreign currency-denominate

31、d -149,253.20 -53,508.08 -178.94% Fluctuations of the RMB against foreign currencies Foshan Electrical and Lighting Co., Ltd. First Quarterly Report 2022 5 financial statements Total comprehensive income -173,581,628.40 -388,640,665.68 55.34% Decreased amount of changes in the fair value of investme

32、nts in other equity instruments in the current period Net cash generated from/used in operating activities -66,973,529.90 177,346,228.84 -137.76% Affected by the market environment, payment collection did not keep pace with revenue growth, and subsidiary saw a temporary increase in notes payable tha

33、t were due Net cash generated from/used in investing activities 346,591,821.27 182,019,427.90 90.41% Sale of some shares held in Gotion High-tech and Xiamen Bank, redemption of certain wealth management products, and increased investing cash inflows in the current period Net cash generated from/used

34、 in financing activities -643,608,461.61 -196,837,957.75 -226.97% Payment for the acquisition of equity interests in subsidiary NationStar Optoelectronics under common control, and increased cash used in other financing activities in the current period Net increase in cash and cash equivalents -365,

35、970,645.23 155,848,382.84 -334.82% Decreased net cash generated from financing activities in the current period II Shareholder Information (I) Numbers of Ordinary Shareholders and Preference Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders Unit: share Number of ordi

36、nary shareholders 68,934 Number of preference shareholders with resumed voting rights (if any) 0 Top 10 shareholders Name of shareholder Nature of shareholder Shareholding percentage Total shares held Restricted shares held Shares in pledge, marked or frozen Status Shares Hong Kong Wah Shing Holding

37、 Company Limited Foreign corporation 13.84% 188,496,430 In pledge 92,363,251 Prosperity Lamps & Components Limited Foreign corporation 10.79% 146,934,857 Guangdong Electronics Information Industry Group Ltd. State-owned corporation 9.01% 122,694,246 In pledge 32,532,815 Guangdong Rising Holdings Gro

38、up Co., Ltd. State-owned corporation 6.10% 83,130,898 Foshan Electrical and Lighting Co., Ltd. First Quarterly Report 2022 6 Essence International Securities (Hong Kong) Limited Foreign corporation 2.65% 36,095,759 Central Huijin Asset Management Co., Ltd. State-owned corporation 2.43% 33,161,800 Ri

39、sing Investment Development Limited Foreign corporation 1.87% 25,482,252 China Merchants Securities (HK) Co., Limited State-owned corporation 1.06% 14,448,307 Zhuang Jianyi Foreign individual 0.87% 11,903,509 8,927,632 DBS VICKERS (HONG KONG) LTD A/C CLIENTS Foreign corporation 0.72% 9,744,456 Top 1

40、0 unrestricted shareholders Name of shareholder Unrestricted shares held Shares by class Class Shares Hong Kong Wah Shing Holding Company Limited 188,496,430 RMB-denominated ordinary share 188,496,430 Prosperity Lamps & Components Limited 146,934,857 RMB-denominated ordinary share 146,934,857 Guangd

41、ong Electronics Information Industry Group Ltd. 122,694,246 RMB-denominated ordinary share 122,694,246 Guangdong Rising Holdings Group Co., Ltd. 83,130,898 RMB-denominated ordinary share 83,130,898 Essence International Securities (Hong Kong) Limited 36,095,759 Domestically listed foreign share 36,0

42、95,759 Central Huijin Asset Management Co., Ltd. 33,161,800 RMB-denominated ordinary share 33,161,800 Rising Investment Development Limited 25,482,252 Domestically listed foreign share 25,482,252 China Merchants Securities (HK) Co., Limited 14,448,307 Domestically listed foreign share 14,448,307 DBS

43、 VICKERS (HONG KONG) LTD A/C CLIENTS 9,744,456 Domestically listed foreign share 9,744,456 Zhang Shaowu 9,600,050 RMB-denominated ordinary share 9,600,050 Related or acting-in-concert parties among the shareholders above Among the top 10 shareholders, Hong Kong Wah Shing Holding Company Limited, Gua

44、ngdong Electronics Information Industry Group Ltd., Guangdong Rising Holdings Group Co., Ltd. and Rising Investment Development Limited are acting-in-concert parties; Prosperity Lamps & Components Limited and Zhuang Jianyi are acting-in-concert parties. Apart from that, it is unknown whether there i

45、s among the top 10 shareholders any other related parties or acting-in-concert parties as defined in the Administrative Measures for the Acquisition of Listed Companies. Top 10 shareholders involved in securities margin trading (if any) None Foshan Electrical and Lighting Co., Ltd. First Quarterly R

46、eport 2022 7 (II) Number of Preference Shareholders and Shareholdings of Top 10 of Them Applicable Not applicable III Other Significant Events Applicable Not applicable Major asset restructuring The Company held the 19th meeting of the ninth Board of Directors and the Third Extraordinary General Mee

47、ting of Shareholders for the year 2021 on 27 October 2021 and 31 December 2021, respectively, where the “Report on Major Asset Purchase and Related Party Trading of Foshan Electrical and Lighting Co., Ltd. (Draft) and Its Summary” and other proposals related to this trading was deliberated and adopt

48、ed. It was agreed that the Company will purchase, at the price of RMB1.517 billion in cash, a 21.32% interest held by Rising Group and its acting-in-concert parties in NationStar Optoelectronics. As of February 2022, the ownership transfer had been completed with respect to the aforesaid interest, a

49、nd the Company had paid the consideration in full. Currently, the Company and its subsidiaries combined hold 132,819,895 shares (or 21.48%) of NationStar Optoelectronics, making the Company the controlling shareholder of NationStar Optoelectronics. IV Quarterly Financial Statements (I) Financial Sta

50、tements 1. Consolidated Balance Sheet Prepared by Foshan Electrical and Lighting Co., Ltd. 31 March 2022 Unit: RMB Item 31 March 2022 31 December 2021 Current assets: Monetary assets 1,996,959,167.54 2,381,911,655.35 Settlement reserve Loans to other banks and financial institutions Held-for-trading