Guangdong Guangdong Kingstrong Technology Co.Ltd(300629) New Material Technology Co., Ltd
2019 Annual Report
2022019
April 2020
Section I important tips, contents and definitions
The board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee that the contents of the annual report are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
Wang Gang, the person in charge of the company, Luo Haiyan, the person in charge of accounting, and Zhang Minfang, the person in charge of the accounting organization (Accounting Supervisor), declare that they guarantee the authenticity, accuracy and completeness of the financial report in the annual report.
All directors have attended the meeting of the board of directors to consider this report.
1. Performance fluctuation risk
The company completed the acquisition of 100% equity of kuanpu technology in 2019. RF and microwave products will become the main source of profit for the company in the next few years, but at present, metal based superhard material products and supporting products are still one of the company's important products. The sales of metal based superhard material products and supporting products are greatly affected by changes in macroeconomic environment, environmental protection policies and international trade environment, resulting in the risk of performance fluctuation of the company:
(1) Performance fluctuation risk caused by changes in macroeconomic environment
At present, the company's metal based superhard material products and supporting products are mainly used in the building ceramics industry as grinding and polishing tools. The sales status of such products is directly related to the prosperity of relevant downstream application industries, mainly as follows: when the prosperity of the real estate industry is high and building ceramics is the main building decoration material, the market demand and output increase accordingly, which then drives the demand for grinding and polishing tools and promotes the sales of the company's metal based superhard material products and supporting products; Conversely, when the prosperity of relevant industries decreases, it will have an adverse impact on the sales of relevant products of the company. Although the company is vigorously exploring overseas markets to reduce the risks caused by market fluctuations in China, the proportion of sales revenue in China is still high, and the company's operating performance is still prone to fluctuations due to changes in China's macroeconomic environment.
(2) Risk of performance fluctuation caused by changes in environmental protection policies in downstream industries
At present, some Chinese building ceramics manufacturers still use fossil fuels as product sintering energy. At the same time, there is more dust in the processing of building ceramics, and the problem of environmental protection is more prominent. With the increasing attention of the state to environmental protection, the competent departments of local governments have successively issued environmental protection remediation measures for industries with prominent pollution problems, including building ceramic production enterprises. The introduction of these measures will promote the elimination of building ceramic production enterprises without comprehensive strength, and in the long run, it can improve the industrial concentration of building ceramic industry, so as to create a healthier development environment for leading superhard material products enterprises. If the company is ordered to suspend production or take measures to rectify the production of superhard products in the short term, it may have an adverse impact on the market.
(3) Performance fluctuation risk caused by changes in international trade environment
The company's overseas sales revenue of metal based superhard material products and supporting products in 2019 was 946347
Million yuan, accounting for 47.75% of the company's operating revenue in that year, involving Vietnam, India, Turkey and other countries. Since January 2020, the epidemic of New Coronavirus pneumonia (COVID-19) has spread all over the world. The normal production and life order of the world has been seriously affected. Relevant countries have adopted measures to limit the entry of foreign nationals in order to prevent the outbreak and spread of the epidemic. Before the global covid-19 is effectively contained, the company's export business will be greatly affected, which may lead to fluctuations in the company's export revenue.
2. New product development and marketing risks
The company and its subsidiaries kangtaiwei and kuanpu technology are high-tech enterprises led by technology research and development. The development of new civil products needs many links, such as formula research and development, product development, process design, test adjustment, industrial certification and so on; The scientific research and production of military products shall go through the stages of project approval, scheme demonstration, engineering development, design finalization and production finalization, and the national military product finalization organization shall review the tactical indicators, service performance and quality stability of the products. Therefore, the company's new products need to go through a long cycle from R & D to large-scale sales, and invest a lot of manpower, material resources and funds. Once the trial production and test fail, or fail to finally pass the product finalization approval, it will have an adverse impact on the company's performance.
The company will further strengthen the prior risk assessment and feasibility demonstration of new product development, strengthen the tracking and control management in the process of new product development, and improve the success rate of new product development. On the premise of full feasibility demonstration, strengthen the market promotion of finalized new products, further allocate resources reasonably for the promotion of new products, and strive to make the business related to new products grow steadily and rapidly and become a new profit growth point of the company.
3. Exchange rate risk
In recent years, the company has continuously strengthened the expansion of overseas business. In the future, the export sales revenue of the company's metal based superhard material products and supporting products may further increase. As the settlement currency of export income is mainly US dollars, although the company has taken measures to avoid exchange rate risk, such as regularly adjusting the export price of products according to the change of exchange rate and shortening the payment cycle of customers' payment as much as possible, if the foreign exchange rate fluctuates adversely due to the change of international economic situation, it may have an impact on the operating performance of the company.
The company will pay close attention to the changes of international foreign exchange market according to its own business characteristics, make rational use of foreign exchange hedging tools and reduce exchange risk as much as possible.
4. Goodwill impairment risk
In September 2019, the company purchased 100% equity of kuanpu technology by issuing shares, convertible corporate bonds and paying cash, which constituted a business merger not under the same control. Therefore, after the completion of the transaction, a goodwill of about 450 million yuan will be formed in the company's consolidated balance sheet. According to the provisions of the accounting standards for business enterprises, the goodwill formed by this transaction is not amortized, but it needs to be tested for impairment at the end of each year in the future. Although according to the restructuring agreement, within 3 months after the expiration of the compensation period, the company shall hire an accounting firm with securities and futures business qualifications recognized by Wen Jun and Wu Xiaowei to conduct impairment test on the underlying assets and issue the impairment test report. For example, the ending impairment amount of kuanpu Technology (the total amount of compensated convertible bonds within the compensation period) × 100 + total number of compensation shares within the compensation period × If the issue price + the total amount of cash compensation within the compensation period), the counterparty shall separately compensate the listed company with reference to the relevant provisions of the restructuring agreement. However, after the completion of this transaction, the listed company has the risk that the future operation of kuanpu technology does not meet the expectations and the provision of goodwill impairment is required, which has an adverse impact on the company's consolidated profits and losses and relevant financial indicators.
The profit distribution plan approved by the board of directors is: Based on 121255773, the company will distribute cash dividends of 0 yuan (including tax) to all shareholders for every 10 shares, bonus shares of 0 shares (including tax) and capital reserve to all shareholders for every 10 shares.
catalogue
Section I important tips, contents and definitions Section 2 company profile and main financial indicators Section 3 business summary of the company Section IV discussion and analysis of business situation 24 Section V important matters Section VI share changes and shareholders Section VII preferred shares Section 8 convertible corporate bonds Section IX directors, supervisors, senior managers and employees Section 10 corporate governance 99 section 11 relevant information of corporate bonds 106 section XII financial reporting 107 section 13 list of documents for future reference two hundred and thirty-seven
interpretation
Explanatory item refers to the explanatory content
The company, the company and Guangdong Kingstrong Technology Co.Ltd(300629) refer to Guangdong Guangdong Kingstrong Technology Co.Ltd(300629) New Material Technology Co., Ltd
Kangtaiwei refers to Foshan kangtaiwei New Material Co., Ltd
Kuanpu technology refers to Guangdong kuanpu Technology Co., Ltd
Keda bode refers to Sanhe Keda bode powder Co., Ltd
Jiangxi Jingang refers to Jiangxi Gao'an Jingang tooling Co., Ltd
Hong Kong Guangdong Kingstrong Technology Co.Ltd(300629) refers to Guangdong Kingstrong Technology Co.Ltd(300629) (Hong Kong) Co., Ltd
Kangtaiwei photoelectric refers to Foshan kangtaiwei Photoelectric Technology Co., Ltd
The controlling shareholder refers to Wang Gang
Actual controllers refer to Wang Gang, Lei bingxiu and Wang Jing
Beijing kaipengda refers to Beijing kaipengda Investment Co., Ltd
The general meeting of shareholders refers to the general meeting of shareholders of Guangdong Guangdong Kingstrong Technology Co.Ltd(300629) New Material Technology Co., Ltd
The board of directors refers to the board of directors of Guangdong Guangdong Kingstrong Technology Co.Ltd(300629) New Material Technology Co., Ltd
Board of supervisors refers to the board of supervisors of Guangdong Guangdong Kingstrong Technology Co.Ltd(300629) New Material Technology Co., Ltd
Company Law refers to the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The articles of association refers to the articles of association of Guangdong Guangdong Kingstrong Technology Co.Ltd(300629) New Material Technology Co., Ltd
The reporting period refers to January December 2019
Yuan means RMB yuan
Metal matrix composites refer to composite materials with metal or alloy as matrix and particles, fibers and whiskers as reinforcements.
Taking metal powder as the main binder, diamond, cubic boron nitride and other superhard materials as cutting materials, metal based superhard material products refer to grinding materials, and metal based composite products with certain shape, performance and application are made by powder metallurgy technology.
Metal matrix composite parts made by casting, powder metallurgy or surface engineering technology, which are composed of two or more metal matrix wear-resistant composites and product fingers, and have good wear-resistant performance, high toughness, corrosion resistance and other personalized properties.
Diamond is the general name of materials with high hardness represented by diamond. Although the category of superhard materials is not as strict as superhard materials, it is customary to call diamond and materials with hardness close to diamond as superhard materials.
At present, the hardest substance known in nature, with chemical composition of C, is an isomer of carbon. Diamond refers to Mohs hardness of 10 and density of 3.52g/cm3. According to its specific formation mode, it can be divided into natural diamond and man-made diamond.
Products with certain shape, performance and application made of diamond and its polycrystalline composites as abrasive particles or cutting edges and with the help of binders or other auxiliary materials
