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1、山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 1 Shandong Zhonglu Oceanic Fisheries Company Limited Annual Report 2021 April 2022山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 2 Section I. Important Notice, Contents and Interpretation Board of Directors, Board of Supervisory, all directors, supervisors and senior executives of Shandon
2、g Zhonglu Oceanic Fisheries Company Limited (hereinafter 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, accura
3、cy and completion of the whole contents. Lu Lianxing, Principal of the Company, Fu Chuanhai, person in charge of accounting works and Lei Lixin, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2021 Annual Report is authentic, accurate and compl
4、ete. All directors are attended the Board Meeting for report deliberation. The forward-looking statement set out in the annual report relating to the future plan of the Company does not constitute the material commitment of the Company for its investors. Therefore, investors and related stakeholders
5、 shall hold sufficient awareness of the risks and should understand the difference between plan, expectation and commitment. Certain risks that may exist in the Companys business operation and countermeasures adopted by the Company are disclosed in “XI. Outlook of future development” in the Section
6、III. “Management Discussion and Analysis”, which 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 3 shall be brought to attention of investors. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, Chinese report shall prevail.
7、The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 4 Contents Section I Important Notice, Contents and Interpretation . 2 Section II Company Profile and Main Financial Indexes . 7 Section IIIManag
8、ement Discussion and Analysis . 13 Section IV Corporate Governance. . 34 Section V Enviornmental and Social Responsibility . 53 Section VI Important Events.54 Section VII Changes in shares and particular about shareholders.67 Section VIII Preferred Stock . 74 Section IX Corporate Bonds . 75 Section
9、X Financial Report . 76 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 5 Documents Available for Reference (1)The financial statement of the Company with signature and seal from the person in charge of the Company, person in charge of the accounting works and person in charge of accounting; (2) Original audit report
10、with seal of the accounting firms and signature and seal of the CPA; (3) Original copies of all documents and announcements that have been released publicly during the reporting period; (4)Text of Annual Report 2021 with the signature of the legal person 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 6 Interpretation
11、 Items Refers toContents The Company, Company or ZLYY Refers toShandong Zhonglu Oceanic Fisheries Company Limited Shandong State-owned Assets Investment Refers toShandong State-owned Assets Investment Holding Company Limited SASACP Refers toState-owned Assets Supervision and Administration Commissio
12、n of Shandong Provincial Government CSRC Refers toChina Securities Regulatory Commission The report Refers toAnnual Report for 2021 compiled by the Company 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 7 Section II. Company Profile and Main Financial Indexes I. Company information Short form of the stock Zhonglu-B S
13、tock code 200992 Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 山东省中鲁远洋渔业股份有限公司 Short form of the Company (in Chinese) 中鲁远洋 Foreign name of the Company (if applicable) Shandong Zhonglu Oceanic Fisheries Company Limited Short form of foreign name of the Company (i
14、f applicable) ZLYY Legal representative Lu Lianxing Registrations add. No. 29 Miaoling Rd. Laoshan District, Qingdao, Shandong Code for registrations add 266061 Historical changes of registered address No.57 Lishan Road, Jinan, P.R.C.No.43 Heping Road, Jinan, Shandong No. 29 Miaoling Rd. Laoshan Dis
15、trict, Qingdao, Shandong Offices add. No. 65 Haier Rd., Laoshan District, Qingdao, Shandong Codes for office add. 266061 Company website http:/ Email II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Liang Shanglei Tang Yuntao Contacts add. No. 65 Haier Rd., Laoshan Dist
16、rict, Qingdao, Shandong No. 65 Haier Rd., Laoshan District, Qingdao, Shandong Tel. 0532-55717968 0532-55715968 Fax. 0532-55719258 0532-55719258 Email 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 8 III. Information disclosure and preparation place Website of the Stock Exchange where the annual report of the Company
17、disclosed In China: China Securities Journal; overseas: Hong Kong Commercial Daily Media and Website where the annual report of the Company disclosed http:/ Preparation place for annual report Office of the BOD IV. Registration changes of the Company Organization code 91370000863043102Y Changes of m
18、ain business since listing (if applicable) (1)2000.07.14: business scope of the Company changed from “Offshore, pelagic fishing; aquaculture, processing and marketing of the aquatic products; commodity import & export business within the approved scope; manufacturing and sales of ice machine; manufa
19、cturing, installation and maintenance of refrigeration equipment” to “Offshore, pelagic fishing; aquaculture, processing and marketing of the aquatic products; commodity import & export business within the approved scope; manufacturing and sales of ice machine; manufacturing, installation and mainte
20、nance of refrigeration equipment; cold storage rental” (2) 2000.11.30: business scope of the Company changed from “Offshore, pelagic fishing; aquaculture, processing and marketing of the aquatic products; commodity import & export business within the approved scope; manufacturing and sales of ice ma
21、chine; manufacturing, installation and maintenance of refrigeration equipment; cold storage rental” to “Offshore, pelagic fishing; aquaculture, processing and marketing of the aquatic products; commodity import & export business within the approved scope; manufacturing and sales of ice machine; manu
22、facturing, installation and maintenance of refrigeration equipment; frozen and refrigerated” (3) 2002.05.28: business scope of the Company changed from “Offshore, pelagic fishing; aquaculture, processing and marketing of the aquatic products; commodity import & export business within the approved sc
23、ope; manufacturing and sales of ice machine; manufacturing, installation and maintenance of refrigeration equipment; frozen and refrigerated” to “Offshore, pelagic fishing; aquaculture, processing and marketing of the aquatic products; commodity import & export business within the approved scope; ma
24、nufacturing and sales of ice machine; manufacturing, installation and maintenance of refrigeration equipment; frozen and refrigerated; loading and moving services” (4) 2006.06.06: business scope of the Company changed from “Offshore, pelagic fishing; aquaculture, processing and marketing of the aqua
25、tic products; commodity import & export business within the approved scope; manufacturing and sales of ice machine; manufacturing, installation and maintenance of refrigeration equipment; frozen and refrigerated; loading and moving services” to “Offshore, pelagic fishing; processing and marketing of
26、 the aquatic products; commodity import & export business within the approved scope; manufacturing and sales of ice machine; manufacturing, installation and maintenance of refrigeration equipment; frozen and refrigerated; loading and moving services” (5) 2007.05.16: business scope of the Company cha
27、nged from “Offshore, 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 9 pelagic fishing; processing and marketing of the aquatic products; commodity import & export business within the approved scope; manufacturing and sales of ice machine; manufacturing, installation and maintenance of refrigeration equipment; frozen
28、and refrigerated; loading and moving services” to “Offshore, pelagic fishing; processing and marketing of the aquatic products; commodity import & export business within the approved scope; manufacturing and sales of ice machine; manufacturing, installation and maintenance of refrigeration equipment
29、; frozen and refrigerated; loading and moving services; house rental” Previous changes for controlling shareholders (if applicable) In December 2006, 88,000,000 shares of state-owned legal person shares of the Company held by Shandong Fisheries Enterprise Group Corporation were executed judicial auc
30、tion procedures, and the court ruled to transfer the ownership to Shandong State-owned Assets Investment Holdings Co., Ltd. On June 21, 2007, Shandong State-owned Assets Investment Holdings Co., Ltd received the Confirmation of Transfer Registration from the Shenzhen Branch of China Securities Depos
31、itory and Clearing Co., Ltd., and all relevant transfer procedures were completed. By that time, Shandong State-owned Assets Investment Holdings Co., Ltd had held 88,000,000 shares of state-owned legal person shares of the Company, accounting for 33.07% of the companys total share capital. On July 2
32、0, 2018, Shandong State-owned Assets Investment and Lucion Group signed the Share Transfer Agreement of Shandong Zhonglu Oceanic Fisheries Co., Ltd., accepted the transfer of 37,731,320 shares of the companys state-owned legal person shares held by Lucion Group, accounting for 14.18% of the companys
33、 total share capital. On November 16, 2018, Shandong State-owned Assets Investment received the Securities Transfer Registration Confirmation issued by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the transfer registration procedures for this share transfer were com
34、pleted. As of December 31, 2020, Shandong State-owned Assets Investment holds 125,731,320 shares of the companys state-owned legal person shares, accounting for 47.25% of the companys total share capital, and is the Companys controlling shareholder. V. Other relevant information CPA engaged by the C
35、ompany Name of CPA SCPA (LLP ) Offices add. for CPA 25/F, No. 755 Weihai Road, Jinan District, Shanghai Signing Accountants Zhang Xiaorong, Ma Haijun Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant engaged
36、 by the Company for performing 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 for accounting policy changed and accounting error 山东省中鲁远洋渔业股份有限
37、公司 2021 年年度报告全文 10 correction or not Yes No 2021 2020 Changes (+,-) compared with the previous year 2019 Operating income (RMB) 934,284,403.21966,213,019.66-3.30% 1,128,951,902.68Net profit attributable to shareholders of the listed company (RMB) 35,526,982.2329,537,498.1320.28% 82,311,630.23Net pro
38、fit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) 30,732,469.5620,070,745.8453.12% 80,410,900.02Net cash flow arising from operating activities(RMB) 169,895,824.82113,245,710.6550.02% 110,296,542.67Basic earnings per share (RMB/Share) 0.130.1
39、118.18% 0.31Diluted earnings per share (RMB/Share) 0.130.1118.18% 0.31Weighted average ROE 3.87%3.30%0.57% 9.74% Year-end of 2021 Year-end of 2020 Changes (+,-) compared with the year-end of previous year Year-end of 2019 Total assets (RMB) 1,400,134,960.711,259,611,234.8911.16% 1,288,526,843.80Net
40、assets attributable to shareholder of listed company (RMB) 933,535,874.90903,248,772.523.35% 887,201,969.69The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative, and the audit report of last year shows that the ability to con
41、tinue operating is uncertain Yes No The lower one of net profit before and after deducting the non-recurring gains/losses is negative Yes No 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,
42、 under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 11 The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Acco
43、unting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 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 Comp
44、any had no difference of the net profit or net assets disclosed in financial report, 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 Operating income 160,723,204.42195,6
45、30,719.43298,181,582.54 279,748,896.82Net profit attributable to shareholders of the listed company -4,733,983.20-4,225,387.8639,401,482.41 5,084,870.88Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses -5,196,703.37-4,556,626.3239,135,667.37
46、 1,350,131.88Net cash flow arising from operating activities -36,732,444.12-14,178,156.38102,397,521.29 118,408,904.03Whether 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
47、and semi-annual report Yes No IX. Items and amounts of extraordinary profit (gains)/loss 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) 3,494,326.9310,164,623.19 Gove
48、rnmental subsidy reckoned into current gains/losses (except for those with normal operation business concerned, and conform to the national policies & regulations and are 2,484,454.501,802,247.142,704,851.78 山东省中鲁远洋渔业股份有限公司 2021 年年度报告全文 12 continuously enjoyed at a fixed or quantitative basis accord
49、ing to certain standards) Gains/losses from debt restructuring -127,527.03 Gains/losses from changes of fair values occurred in holding trading financial assets, trading financial liabilities, and investment income obtaining from the disposal of trading financial assets, trading financial liability
50、and financial assets available for sale, excluded effective hedging business relevant with normal operations of the Company 49,972.6015,287.67 Other non-operating income and expenditure except for the aforementioned items 798,473.53-11,692.73-22,546.48 Less: Impact on income tax 1,086,874.90247,241.