Nanjing Panda Electronics : 2023 Annual Report 2024-04-28

About this update from Nanjing Panda Electronics Company Limited Class A

Contents Section I Definitions 2 Section II Company Profile and Major Financial Indicators 5 Section III Management Discussion and Analysis 12 Section IV Corporate Governance 64 Section V Environmental and Social Responsibility 112 Section VI Significant Events 116 Section VII Changes in Shares and Information of Shareholders 150 Section VIII Information on Preferred Shares 161 Section IX Information on Corporate Bonds 162 Section X Financial Report 163 DOCUMENTS 1. Original financial statements signed and sealed under the hand of the head of the AVAILABLE FOR Company, the chief accountant and the head of the accounting department (accounting INSPECTION supervisor) of the Company. 2. Original copy of audit report sealed by the accounting firm, and signed and sealed under the hand of the certified public accountants. 3. Original copies of all documents and announcements of the Company publicly disclosed on websites designated by the CSRC during the Reporting Period. 4. This report is prepared in both Chinese and English. In the event of any discrepancy between the two versions, the Chinese version shall prevail. IMPORTANT NOTICE The board of directors, the supervisory committee and the directors, supervisors and senior management of the Company confirm that the information contained in this annual report is true, accurate and complete without any misrepresentation, misleading statements, or material omissions, and severally and jointly accept legal responsibility for the contents herein. All directors of the Company attended the 24th meeting of the tenth session of the Board of the Company held on March 28, 2024. WUYIGE Certified Public Accountants LLP issued an unqualified auditors' report for the Company. The Company's financial statements for the year were prepared in accordance with the PRC Accounting Standards for Business Enterprises, and complied with the Hong Kong Companies Ordinance and the disclosure requirements of the Hong Kong Stock Exchange Listing Rules. Mr. Hu Huichun, the head of the Company, Mr. Hu Shoujun, the chief accountant, and Mr. Xue Gang, the head of the accounting department (accounting supervisor) of the Company, declared that they confirmed the truthfulness, accuracy and completeness of the financial report contained in this annual report. Proposal of profit distribution or capitalization of capital reserves of the Company for the reporting period considered by the Board: After audit, the Company recorded net loss of RMB237,862,230.10 attributable to shareholders of listed companies in 2023. According to relevant provisions of the "Regulatory Guidelines for Listed Companies No. 3-Cash Dividend for Listed Companies", "the Articles of Association" and "the Shareholder Return Plan (2022-2024)", in order to ensure the Company's sustainable and stable operation and the long-term interests of all shareholders, the Board gave overall consideration to the Company's business plan and capital demand for 2024, and formulated the profit distribution plan for 2023 as follows: The Company would not make any profit distribution, capitalization of capital reserves or other forms of distribution. Forward looking statements, including future plans and development strategies, contained in this annual report do not constitute a substantive commitment to investors by the Company. Investors are advised to pay attention to investment risks. Neither the Company's controlling shareholder nor any of its related parties have misappropriated the Company's funds for non-operating purposes. The Company did not provide external guarantees in violation of any specified decision-making procedures. The situation where the majority of the directors cannot warrant the authenticity, accuracy and completeness of the information contained in the annual report does not exist. Major risk warning: The Company has elaborated the potential risks in this annual report. For their details and the corresponding countermeasures, please refer to the paragraph headed "Potential Risks" under Section III "Management Discussion and Analysis" in this annual report. 1 Section I Definitions Definitions Unless the context otherwise requires, the following terms should have the following meanings in this report: Definitions of frequently-used terms Company/Nanjing Panda Nanjing Panda Electronics Company Limited Group Nanjing Panda Electronics Company Limited and its subsidiaries PEGL Panda Electronics Group Limited PEGL Group Panda Electronics Group Limited and its subsidiaries NEIIC Nanjing Electronics Information Industrial Corporation NEIIC Group Nanjing Electronics Information Industrial Corporation and its subsidiaries CEC China Electronics Corporation CEC Group China Electronics Corporation and its subsidiaries Financial Company China Electronics Financial Co., Ltd. CEC Home Appliances Nanjing CEC-Panda Home Appliances Co., Ltd. ENC Nanjing Ericsson Panda Communication Co., Ltd. EAB ERICSSON AB MAP The mutual agreement procedure submitted by EAB and ENC according to the agreement on avoidance of double taxation between China and Sweden 2 Section I Definitions (Continued) LG-Panda Nanjing LG-Panda Appliances Co., Ltd. Shenzhen Jingwah Shenzhen Jingwah Electronics Co., Ltd. Electronics Equipment Nanjing Panda Electronics Equipment Co., Ltd. Company Information Industry Nanjing Panda Information Industry Co., Ltd. Company Electronic Manufacture Nanjing Panda Electronic Manufacture Co., Ltd. Company Communications Technology Nanjing Panda Communications Technology Co., Ltd. Company Technology Development Nanjing Panda Electronic Technology Development Company Limited Company Chengdu Electronic Chengdu Panda Electronic Technology Co., Ltd. Technology Chengdu Display Chengdu BOE Display Technology Co., Ltd. (formerly known as Technology Chengdu Cec Panda Display Technology Co., Ltd.) Huage Plastic Nanjing Huage Appliance and Plastic Industrial Co., Ltd. Panda Zhicheng Nanjing Panda Zhicheng Technology Co., Ltd. China Huarong China Huarong Asset Management Co., Ltd. the Ministry of Finance the Ministry of Finance of the People's Republic of China CSRC China Securities Regulatory Commission SFC Securities and Futures Commission of Hong Kong 3 Section I Definitions (Continued) Shanghai Stock Exchange Shanghai Stock Exchange Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited CSRC Jiangsu Bureau Jiangsu Securities Regulatory Bureau of China Securities Regulatory Commission Company Law Company Law of the People's Republic of China Securities Law Securities Law of the People's Republic of China Articles of Association Articles of Association of Nanjing Panda Electronics Company Limited AFC Auto Fare Collection ACC AFC Clearing Center EMS Electronic Manufacturing Services MES Manufacturing Execution System, a management system of information-based production aiming at execution on plant floors of manufacturers SAP-ERP SAP (System Applications and Products), a software company in Germany; SAP-ERP, generally referring to the ERP products under SAP CNAS China National Accreditation Service for Conformity Assessment 4 Section II Company Profile and Major Financial Indicators I. Company Information Chinese name of the Company 南京熊猫電子股份有限公司 Abbreviation of the Chinese name 南京熊猫 English name of the Company Nanjing Panda Electronics Company Limited Abbreviation of the English name NPEC Legal representative of the Company Hu Huichun (Executive Director and General Manager) Contact Persons and Contact Information Secretary to the Board Securities Affairs Representative Name Wang Dongdong Wang Dongdong Correspondence address 7 Jingtian Road, Nanjing, the People's 7 Jingtian Road, Nanjing, the People's Republic of China Republic of China Telephone (86 25) 84801144 (86 25) 84801144 Facsimile (86 25) 84820729 (86 25) 84820729 Email [email protected] [email protected] III. Basic Information Registered address 7 Jingtian Road, Nanjing, Jiangsu Province, the People's Republic of China Historical changes of Registered In 2019, the Company's registered address was changed to Room address of the Company 1701, 301 Zhongshan East Road, Xuanwu District, Nanjing, Jiangsu Province, the People's Republic of China; In 2021, the Company's registered address was changed to 7 Jingtian Road, Nanjing, Jiangsu Province, the People's Republic of China Office address 7 Jingtian Road, Nanjing, Jiangsu Province, the People's Republic of China Postal code of the office address 210033 Website of the Company http://www.panda.cn Email [email protected] 5 Section II Company Profile and Major Financial Indicators (Continued) IV. Places for Information Disclosure and Inspection Designated media for information disclosure International websites for the publication of the Company's annual report and information disclosure Place for inspection of the Company's annual report Shanghai Securities News, China Securities Journal Shanghai Stock Exchange: http://www.sse.com.cn Hong Kong Stock Exchange: http://www.hkex.com.hk Office of the Secretary to the Board, 7 Jingtian Road, Nanjing, the People's Republic of China Information of the Company's Shares Overview of the Company's shares Stock exchange Stock Class of on which the Stock abbreviation shares shares are listed abbreviation Stock code before change A shares Shanghai Stock Exchange Nanjing Panda 600775 N/A H shares Hong Kong Stock Exchange Nanjing Panda 00553 N/A VI. Other Relevant Information Domestic auditors of Name WUYIGE Certified Public Accountants LLP the Company Office address Room 2206, 22/F, 1 Zhichun Road, Haidian District, Beijing Name of signing Gong Ronghua, Zhong Quanbing accountants Overseas auditors of Name N/A the Company Office address N/A Name of signing N/A accountants Long-term domestic Name Grandall Law Firm (Nanjing) legal advisers Office address 7th-8th Floor, Building B, No.309 Hanzhong Gate Avenue, Nanjing Long-term overseas Name Philip K. H. Wong, Kennedy Y. H. Wong & Co., Solicitors legal advisers Office address 23rd Floor, Admiralty Centre Tower II, 18 Harcourt Road, Queensway, Hong Kong 6 Section II Company Profile and Major Financial Indicators (Continued) VI. Other Relevant Information (Continued) Share Registrars and Name China Securities Depository and Clearing Corporation Transfer Office (A Limited Shanghai Branch shares) Office address 188 South Yanggao Road, Pudong New Area, Shanghai Share Registrars and Name Computershare Hong Kong Investor Services Limited Transfer Office (H Office address 17M Floor, Hopewell Centre, 183 Queen's Road East, shares) Wanchai, Hong Kong VII. Major accounting data and financial indicators (prepared in accordance with the PRC Accounting Standards of Business Enterprises) Principle accounting data Unit: Yuan Currency: RMB Year-on- year increase/ Principle accounting data 2023 2022 (Adjusted) decrease 2021 2020 2019 (%) Operating revenue 2,912,311,480.01 4,154,295,003.26 -29.90 4,531,842,430.51 3,952,265,022.15 4,660,047,001.92 Net profit attributable to shareholders of the Company -237,862,230.10 39,873,197.73 -696.55 41,928,543.18 77,318,175.74 52,657,894.58 Net profit attributable to shareholders of the Company after extraordinary items -257,009,511.61 10,520,082.28 -2,543.04 11,888,072.43 18,254,992.01 25,447,136.36 Net cash flows from operating activities -65,851,054.62 150,320,717.60 -143.81 208,170,561.48 534,653,617.28 -341,233,848.13 Year-on- As of the end of As of the end of year increase/ As of the end of As of the end of As of the end of 2023 2022 (Adjusted) decrease 2021 2020 2019 (%) Net assets attributable to shareholders of the Company 3,303,235,992.24 3,553,958,826.75 -7.05 3,527,207,782.36 3,509,430,717.97 3,448,072,752.25 Total assets 5,540,955,892.33 5,865,289,811.26 -5.53 6,057,982,752.18 6,001,947,699.44 6,020,147,479.47 7 Section II Company Profile and Major Financial Indicators (Continued) VII. Major accounting data and financial indicators (prepared in accordance with the PRC Accounting Standards of Business Enterprises) (Continued) (II) Key financial indicators Year-on-year 2022 increase/ Key financial indicators 2023 (Adjusted) decrease (%) 2021 2020 2019 Basic earnings per share (RMB/share) -0.2603 0.0436 -696.55 0.0459 0.0846 0.0576 Diluted earnings per share (RMB/share) -0.2603 0.0436 -696.55 0.0459 0.0846 0.0576 Basic earnings per share after extraordinary -0.2812 0.0115 -2,543.04 0.0130 0.0200 0.0278 items (RMB/share) Weighted average return on net assets (%) -6.92 1.12 Decreased by 8.04 1.12 2.22 1.49 percentage point Weighted average return on net assets after -7.48 0.3 Decreased by 7.78 0.32 0.52 0.72 extraordinary items (%) percentage point Explanations on major accounting data and financial indicators of the Company as at the end of the Reporting Period: The Company's decrease in operating income was mainly due to the structural adjustment of some products which did not meet the market expectation. Some businesses adjusted their delivery cycle and failed to meet the settlement requirements, while some business changed their model, with revenue and cost decreased year on year. The net profit attributable to shareholders of listed companies decreased mainly due to the significant uncertainty in ENC's recovery of other non- current assets, which was likely to have a significant impact on the Company's long-term equity investment. In the principle of prudence, the Company made full provision for impairment of ENC's long-term equity investment in the Financial Statement for 2023. The decrease in net cash flows from operating activities was mainly due to the year-on-year decrease in cash received from sales of goods and rendering of services for the period. 8 Section II Company Profile and Major Financial Indicators (Continued) VIII. Differences between accounting data prepared under overseas and domestic accounting standards Differences in the net profit and net assets attributable to shareholders of the Company in the financial statements disclosed under the International Accounting Standards and the PRC GAAP: N/A Difference in the net profit and net assets attributable to shareholders of the Company in the financial statements disclosed under the foreign accounting standards and the PRC GAAP: N/A (III) Explanations on differences under the foreign and domestic accounting standards: N/A IX. Major quarterly accounting data in 2023 Unit: Yuan Currency: RMB Q1 (January Q2 (April Q3 (July Q4 (October to March) to June) to September) to December) Operating Revenue 558,119,921.10 804,745,724.64 583,458,072.22 965,987,762.05 Net profit attributable to shareholders of the Company -30,450,577.25 3,110,190.32 -4,374,606.82 -206,147,236.35 Net profit attributable to shareholders of the Company after extraordinary items -35,580,878.66 -2,788,024.61 -6,791,342.76 -211,849,265.58 Net cash flows from operating activities -173,980,108.81 44,454,709.76 47,236,226.75 16,438,117.68 Explanation on the differences between quarterly data and disclosed regular reporting data: N/A 9

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