China Dive Company Limited(300526)
Annual report for 2021
2022034
April 2022
Section I important tips, contents and definitions
Whether the directors, supervisors and senior managers have any objection to the contents of the annual report or cannot guarantee its authenticity, accuracy and completeness
√ yes □ no
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.
Are more than half of the directors unable to guarantee the authenticity, accuracy and completeness of the annual report
□ yes √ no
The board of directors, the board of supervisors and other directors, supervisors and senior managers except for the directors, supervisors and senior managers who have objection statements below guarantee that the contents of the annual report are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities. Objection statement of directors, supervisors and senior managers
Name, title, content and reason
Bao Qun, an independent director, believes that: 1 The company's 2021 annual report Bao Qun independent director's report is much higher than the average level of Companies in the same industry in terms of asset impairment; 2. The company's self-assessment report on internal control in 2021 shows that there are still unresolved remaining problems and the impact has not been eliminated.
Risk warning of objection statement of directors, supervisors and senior managers
Bao Qun, an independent director of the company, cannot guarantee the authenticity, accuracy and completeness of the annual report of the company in 2021. The specific contents that cannot be guaranteed or disagree are as follows: 1 It is considered that the annual report of 2021 is much higher than the average level of Companies in the same industry in terms of asset impairment; 2. It is considered that the company's self-assessment report on internal control in 2021 shows that there are still unresolved remaining problems and the impact has not been eliminated. Please pay special attention to investors.
Han Zhenghai, the person in charge of the company, Chen Huaying, the person in charge of accounting, and Chen Huaying, the person in charge of the accounting organization (Accounting Supervisor), declare that they guarantee the authenticity, accuracy and completeness of the financial report in this annual report.
All directors have attended the meeting of the board of directors to consider this report.
Asia Pacific (Group) Certified Public Accountants (special general partnership) issued a qualified audit report with significant uncertainty of going concern for the company. The board of directors and the board of supervisors of the company have made detailed explanations on relevant matters, which investors should pay attention to. 1. The company is mainly engaged in the R & D, production and sales of diving equipment, swimming supplies and other protective equipment for wading activities. The company's products are mainly exported. At present, the company's main products are diving goggles, diving breathing tubes, fins and swimming goggles, swimming caps, swimming accessories and a series of diving equipment and swimming supplies. Looking at the global market, there is no sign of easing the overseas epidemic, the epidemic in China continues to repeat, the company's expansion of new order business has not improved, the main business has tended to shrink, the profitability has decreased significantly, and the company is facing great business pressure and difficulties. 2. In 2021, the company achieved an operating revenue of 25 million yuan, a decrease of 84.72% compared with 2020; In 2021, the company realized a net profit of -143 million yuan, a decrease of 24.49% compared with the loss in 2020. As the company stopped some production lines in October 2020 and has not recovered in 2021, and the company's business failed to meet expectations due to changes in market, production and sales personnel, the company's annual operating revenue in 2021 decreased significantly compared with the same period of the previous year. 3. According to the data released by China cultural, educational and sporting goods association, from January to November 2021, the cumulative operating revenue of sporting goods manufacturing industry was 337761 billion yuan, a year-on-year increase of 17.32%, of which sporting goods increased by 21.65%. The revenue growth of the sporting goods industry slowed down and generally showed an upward trend, but after entering the third quarter, the revenue growth continued to decline, the enterprise profit margin decreased, and the differentiation of enterprises in the industry intensified throughout the year. The epidemic has intensified the differentiation of enterprises in the sporting goods industry. Some leading enterprises in the industry have increased against the trend and enhanced their development capacity. Due to the high dependence of the company's business on overseas customers, the company's related businesses are greatly affected by the continuous spread of the epidemic abroad, and the Matthew effect of the industry is intensified.
4. In 2021, due to the continuous and repeated impact of the epidemic, the orders related to diving equipment products of the company shrank significantly, and some discontinued production lines have not been restored. In 2021, in order to alleviate the capital pressure, the company transferred some investment projects with raised funds. As of December 31, 2021, the net loss in 2021 was 143 million yuan.
5. The company's audit report was issued with a qualified opinion audit report with significant uncertainty of going concern. 1. Since its listing, the operation and management risk company has continuously explored the transformation and upgrading of its business. During the reporting period, it has tried to expand new business. The expansion and operation of new business have higher and higher requirements for the company's management level, and put forward higher requirements for the company's financial management, operation management, internal control and strategic investment. If we fail to respond to changes in the internal and external environment such as cross industry development and rapid expansion of business scale in time, it may affect the normal promotion of the company's new projects or miss development opportunities, and the company's production, operation and performance improvement will be affected to a certain extent. 2. Since its establishment, technology substitution risk company has always adhered to the technology development strategy of independent innovation. The company's main business uses the unique technology of composite rubber material, waste recycling technology, sewing, bonding technology, and series reinforcement and anti-aging technologies. The company's product quality and performance have been greatly improved, and the market competitive advantage of the product has been maintained. 3. Financial and goodwill impairment risk the company plans to expand its business scope through mergers and acquisitions due to the needs of strategic development, which puts forward higher requirements for the company's financial management and risk control. The acquisition by cash payment will increase the company's financial pressure and put forward higher requirements for the company's solvency; If the value of the acquired enterprise is not evaluated properly, or the operation and profitability of the acquired enterprise do not meet the expectations, the company will face the risk of withdrawing goodwill impairment.
The company will continue to optimize the organizational structure and management process, and carry out effective resource integration with the acquired enterprises through various measures such as business, management training and the introduction of high-end management talents, so as to give full play to the synergy between companies, strive to ensure the market competitiveness and sustainable and stable development of the acquired enterprises, and minimize the risk of goodwill impairment. 4. The risk of foreign investment failure foreign investment is the development strategy of the company's extensive development, but foreign investment needs to consume large human and financial resources. At the same time, the company and the target company need to run in for a certain time in terms of products, business and personnel, and there is a risk of unsuccessful integration due to the change of the regional economic environment and market competition pattern of the target company. Before the implementation of foreign investment, the company shall do a good job in the prior economic benefit analysis of foreign investment, and continuously enhance the integration of the target enterprise of foreign investment and the company culture. 5. The risk of delisting risk warning of shares is in accordance with the provisions of item 1, paragraph 1, article 10.3.1 of the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020), In the case of "the audited net profit (lower before and after deducting non recurring profits and losses) in the most recent fiscal year is negative and the operating income is less than 100 million yuan, or the net profit (lower before and after deducting non recurring profits and losses) in the most recent fiscal year after retroactive restatement is negative and the operating income is less than 100 million yuan", its stock trading will be subject to delisting risk warning.
According to Article 9.4 of the GEM Listing Rules of Shenzhen Stock Exchange (revised in December 2020), if a listed company has one of the following situations, "the lower of the net profit before and after deducting non recurring profits and losses in the last three fiscal years is negative, and the audit report of the last year shows that there is uncertainty in the company's ability to continue operation", Shenzhen Stock Exchange will implement other risk warnings for its stock trading. The audited net profit of the company in 2021 (the lower one before and after deducting non recurring profits and losses) is negative and the operating income is less than 100 million yuan. According to the regulations of Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), the company's shares will be subject to delisting risk warning after the disclosure of the 2021 annual report (the abbreviation of shares is preceded by " ST"). According to the 2021 annual report disclosed by the company on the same day, the lower of the net profit of the company before and after deducting non recurring profits and losses in the last three fiscal years is negative, and the audit report of the latest year shows that there is uncertainty in the company's ability to continue operation. The company's shares will be superimposed with other risk warnings after the disclosure of the 2021 annual report (the abbreviation of shares is preceded by "ST").
Risk of delisting risk warning of stocks
According to the provisions of item 1, paragraph 1, article 10.3.1 of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), In the case of "the audited net profit (lower before and after deducting non recurring profits and losses) in the most recent fiscal year is negative and the operating income is less than 100 million yuan, or the net profit (lower before and after deducting non recurring profits and losses) in the most recent fiscal year after retroactive restatement is negative and the operating income is less than 100 million yuan", its stock trading will be subject to delisting risk warning.
The audited net profit of the company in 2021 (the lower one before and after deducting non recurring profits and losses) is negative and the operating income is less than 100 million yuan. According to the regulations of Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), the company's shares will be subject to delisting risk warning after the disclosure of the 2021 annual report (the abbreviation of shares is preceded by " ST").
The company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund.
catalogue
Section I important tips, contents and definitions Section 2 company profile and main financial indicators 10 section III Management Discussion and Analysis Section IV corporate governance 25 Section V environmental and social responsibility Section VI important matters Section VII changes in shares and shareholders Section VIII preferred shares 68 section IX relevant information of bonds 69 section x financial report seventy
Directory of documents for future reference
1. Financial statements containing the signatures and seals of the legal representative of the company, the person in charge of accounting and the person in charge of the accounting organization of the company. 2. The original of the audit report with the seal of the accounting firm and the signature and seal of the certified public accountant. 3. The originals of all company documents and announcements publicly disclosed on the website designated by the CSRC during the reporting period. 4. The original of 2021 annual report signed by the chairman of the company. Place of preparation of the above documents for future reference: Office of the board of directors of the company
interpretation
Explanatory item refers to the explanatory content
China Dive Company Limited(300526) , company and listed company refer to China Dive Company Limited(300526)
The former controlling shareholder and Shenzhen Jue Meng refers to Shenzhen Jue Meng Management Consulting Co., Ltd
The controlling shareholder and Hong Kong Jue Meng refers to Jue Meng investment (Hong Kong) Company Limited, namely gem investment (Hong Kong) Company Limited
Huizhou Xiangjia refers to Huizhou Xiangjia Technology Co., Ltd
Jiarui network refers to Huizhou Jiarui Network Service Co., Ltd
Shenzhen China diving / China Diving World / diving sport refers to Shenzhen China Diving Sport Co., Ltd
Shenzhen Blue / blue sports refers to Shenzhen Blue Sports Co., Ltd
Zhongqian property refers to Huizhou Zhongqian Property Management Co., Ltd
Shanghai Zhaoxin refers to Shanghai Zhaoxin Software Technology Co., Ltd
Suzhou senruite refers to Suzhou senruite gold jewelry sales Co., Ltd
Beihai Zhongqian refers to Beihai Zhongqian Technology Co., Ltd
Sanya Zhongqian refers to Sanya Zhongqian outdoor sports Co., Ltd
Silotia means silotia shares
