苏常柴Ｂ：2021年年度报告全文（英文版）（更新后）.PDF
Changchai Company, LimitedAnnual Report 20211CHANGCHAI COMPANY, LIMITEDANNUAL REPORT 2021April 2022Changchai Company, LimitedAnnual Report 20212Table of ContentsPart I Important Notes, Table of Contents and Definitions. 3Part II Corporate Information and Key Financial Information. 6Part III Management Discussion andAnalysis.11Part IV Corporate Governance.46Part V Environmental and Social Responsibility.67Part VI Significant Events.68Part VII Share Changes and Shareholder Information.79Part VIII Preferred Shares.89Part IX Bonds. 90Part X Financial Statements.91Changchai Company, LimitedAnnual Report 20213Part I Important Notes, Table of Contents and DefinitionsThe Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,supervisors and senior management of Changchai Company, Limited (hereinafter referred toas the “Company”) hereby guarantee the factuality, accuracy and completeness of thecontents of this Report and its summary, and shall be jointly and severally liable for anymisrepresentations, misleading statements or material omissions therein.Shi Xinkun, the Companys legal representative, Zhang Xin, the Companys General Manager,and Jiang He, head of the Companys financial department (equivalent to financial manager)hereby guarantee that the Financial Statements carried in this Report are factual, accurateand complete.All the Companys directors have attended the Board meeting for the review of this Reportand its summary.Any plans for the future and other forward-looking statements mentioned in this Report shallNOT be considered as absolute promises of the Company to investors. Therefore, investorsare kindly reminded to pay attention to possible investment risks.The Company has described in detail the risks it might face in “XI Prospects” in “Part IIIManagement Discussion andAnalysis” herein.The Board has approved a final dividend plan as follows: based on the 705,692,507 shares, acash dividend of RMB0.26 (tax inclusive) per 10 shares is to be distributed to the shareholders,with no bonus issue from either profit or capital reserves.Changchai Company, LimitedAnnual Report 20214DocumentsAvailable for Reference1. The financial statements signed and sealed by the Companys legal representative, GeneralManager and head of the financial department.2. The original copy of the Independent Auditors Report signed and sealed by the CPAs, as well assealed by the CPAfirm.3. The originals of all the Companys documents and announcements which were disclosed onSecurities Time and Ta Kung Pao (HK) (newspapers designated by the CSRC for informationdisclosure) during the Reporting Period.4. TheAnnual Report disclosed in other securities markets.The above-mentioned documents available for reference are all kept in the Secretariat of the Boardof Directors of the Company and the Shenzhen Stock Exchange.This Report has been prepared in both Chinese and English. Should there be any discrepancies ormisunderstandings between the two versions, the Chinese version shall prevail.Changchai Company, LimitedAnnual Report 20215DefinitionsTermDefinition“Changchai”,the“Company”or“we”ChangchaiCompany,Limitedanditsconsolidatedsubsidiaries, except where the context otherwise requiresChangchai BenniuChangzhou Changchai Benniu Diesel Engine Fittings Co.,Ltd.Changchai WanzhouChangchai Wanzhou Diesel Engine Co., Ltd.Horizon InvestmentChangzhou Horizon Investment Co., Ltd.Horizon Agricultural EquipmentChangzhou Changchai Horizon Agricultural EquipmentCo., Ltd.Changchai RobinChangzhou Fuji Changchai Robin Gasoline Engine Co.,Ltd.Xingsheng Real Estate ManagementChangzhou Xingsheng Real Estate Management Co., Ltd.Changchai MachineryJiangsu Changchai Machinery Co., Ltd.RMB, RMB0,000Expressed in the Chinese currency of Renminbi, expressedin tens of thousands of RenminbiThe “Reporting Period” or “CurrentPeriod”The period from 1 January 2021 to 31 December 2021Changchai Company, LimitedAnnual Report 20216Part II Corporate Information and Key Financial InformationI Corporate InformationStock nameChangchai,Changchai-BStock code000570, 200570Stock exchange for stock listingShenzhen Stock ExchangeCompany name in Chinese常柴股份有限公司Abbr.苏常柴Company name in English (if any)CHANGCHAI COMPANY,LIMITEDAbbr. (if any)CHANGCAHI CO.,LTD.Legal representativeShi XinkunRegistered address123 Huaide Middle Road, Changzhou, Jiangsu, ChinaZip code213002Office address123 Huaide Middle Road, Changzhou, Jiangsu, ChinaZip code213002Company websitehttp:/Email II Contact InformationBoard SecretarySecurities RepresentativeNameHe JianjiangAddress123HuaideMiddleRoad,Changzhou, Jiangsu, ChinaTel.（86）519-68683155Fax（86）519-86630954Email III Media for Information Disclosure and Place where this Report Is LodgedNewspapersdesignatedbytheCompanyforinformation disclosureSecurities Times, Ta Kung Pao (HK)Website designated by CSRC for publication ofthis Reporthttp:/Place where this Report is lodgedBoard Secretariat of the Company and the ShenzhenStock ExchangeIV Change to Company Registered InformationUnified social credit code91320400134792410WChangchai Company, LimitedAnnual Report 20217Change to principal activity of theCompany since going publicNo changeEverychangeofcontrollingshareholder since incorporationOn 22 November 2018, the State-owned Assets Supervision andAdministrationCommissionofChangzhouMunicipalPeoplesGovernment transferred its entire holdings of 170,845,236 shares in theCompany (a stake of 30.43%) to Changzhou Investment Group Co.,Ltd. for no compensation. These shares are non-restricted public shares.V Other InformationThe independent audit firm hired by the Company:NameGongzheng Tianye Certified Public Accountants LLPOffice addressYingtong Commerce Building, Changzhou, Jiangsu, ChinaAccountants writing signaturesWang Wenkai, Qin ZhijunThe independent sponsor hired by the Company to exercise constant supervision over the Company in theReporting Period:Applicable Not applicableNameOffice addressRepresentativesSupervision periodChina IndustrialSecurities Co., Ltd.10/F, China IndustrialSecurities Plaza, 36Changliu Road, PudongNew District, ShanghaiWang Lingxiao, LiLihong5 July 2021-31December 2022Donghai Securities Co.,Ltd.6/F, Donghai SecuritiesPlaza, 1928 DongfangRoad, Pudong New District,ShanghaiWang Jiangqin, Xu Qin5 July 2021-31December 2022The independent financial advisor hired by the Company to exercise constant supervision over the Company inthe Reporting Period:Applicable Not applicableVI Key Financial InformationIndicate by tick mark whether there is any retrospectively restated datum in the table below. Yes No202120202021-over-2020change (%)2019Operating revenue (RMB)2,452,430,515.602,296,464,711.246.79%2,045,820,801.10Net profit attributable tothelistedcompanysshareholders (RMB)103,006,232.5452,432,443.0596.46%24,966,526.85Net profit attributable tothelistedcompanysshareholdersbeforeexceptionalgainsand5,329,092.8725,483,147.57-79.09%14,405,485.64Changchai Company, LimitedAnnual Report 20218losses (RMB)Netcashgeneratedfrom/usedinoperatingactivities (RMB)-266,323,779.30251,796,654.53-20,325,189.56Basic earnings per share(RMB/share)0.16570.093477.41%0.0445Diluted earnings per share(RMB/share)0.16570.093477.41%0.0445Weighted average returnon equity (%)3.86%2.40%1.46%1.21%31 December 202131 December2020Change of 31December 2021over 31December 2020(%)31 December2019Total assets (RMB)4,860,382,961.263,952,954,464.4522.96%3,488,820,324.60Equity attributable to thelistedcompanysshareholders (RMB)3,077,550,018.332,273,349,347.0235.38%2,110,892,767.58Indicate by tick mark whether the lower of the net profit attributable to the listed companys shareholders beforeand after exceptional gains and losses was negative for the last three accounting years, and the latest independentauditors report indicated that there was uncertainty about the Companys ability to continue as a going concern. Yes NoIndicate by tick mark whether the lower of the net profit attributable to the listed companys shareholders beforeand after exceptional gains and losses was negative. Yes NoVII Accounting Data Differences under Chinas Accounting Standards for BusinessEnterprises (CAS) and International Financial Reporting Standards (IFRS) and ForeignAccounting Standards1. Net Profit and Equity under CAS and IFRSApplicable Not applicableNo difference for the Reporting Period.2. Net Profit and Equity under CAS and Foreign Accounting StandardsApplicable Not applicableNo difference for the Reporting Period.Changchai Company, LimitedAnnual Report 202193. Reasons for Accounting Data Differences AboveApplicable Not applicableVIII Key Financial Information by QuarterUnit: RMBQ1Q2Q3Q4Operating revenue774,218,489.69722,951,966.11484,183,670.58471,076,389.22Netprofitattributabletothelisted companys shareholders24,571,254.83104,617,810.77-23,478,352.18-2,704,480.88Netprofitattributabletothelistedcompanysshareholdersbeforeexceptionalgainsandlosses23,604,960.003,555,454.58-9,073,885.20-12,757,436.51Net cash generated from/used inoperating activities-184,484,392.4591,930,272.39-223,631,620.0549,861,960.81Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differsmaterially from what have been disclosed in the Companys quarterly or interim reports. Yes NoIX Exceptional Gains and LossesApplicable Not applicableUnit: RMBItem202120202019NoteGain or loss on disposal ofnon-current assets (inclusiveofimpairmentallowancewrite-offs)155,515.49263,408.531,914,137.47Governmentgrantsthroughprofit or loss (exclusive ofgovernmentgrantsconsistentlygivenintheCompanys ordinary course ofbusiness at fixed quotas oramounts as per governmentalpolicies or standards)4,268,950.187,763,215.655,312,295.51Capital occupation charges onnon-financial enterprises thatare recognized in profit or loss344,842.86536,504.84Gainorlossonfair-valuechangesonheld-for-tradingfinancial assets and liabilities114,738,153.5427,526,935.85-49,255.00Increase in the fairvalue of wholly-ownedsubsidiary HorizonChangchai Company, LimitedAnnual Report 202110& income from disposal ofheld-for-tradingfinancialassetsandliabilitiesandavailable-for-salefinancialassets(exclusiveoftheeffectiveportionofhedgesthat arise in the Companysordinary course of business)Investments interestsin Jiangsu LianceElectromechanicalTechnology Co., Ltd.,and Guilin StarsScience andTechnology Co., Ltd.,as well as of theCompanys interest inJiangsu Horizon NewEnergy TechnologyCo., Ltd.Impairmentofreceivablestested separately is ready to berolled back147,611.25Non-operatingincomeandexpense other than the above2,400,863.71-1,571,453.49375,943.68Reversedportionsofimpairmentallowancesforentrustment loans which aretestedindividuallyforimpairment4,000,000.00Less: Income tax effects24,027,164.567,122,148.631,521,028.42Non-controllinginterests effects (net of tax)6,789.94255,505.297,556.87Total97,677,139.6726,949,295.4810,561,041.21-Particulars about other items that meet the definition of exceptional gain/loss:Applicable Not applicableNo such cases for the Reporting Period.Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the ExplanatoryAnnouncementNo.1onInformationDisclosureforCompaniesOfferingTheirSecuritiestothePublicExceptional Gain/Loss Items:Applicable Not applicableNo such cases for the Reporting Period.Changchai Company, LimitedAnnual Report 202111Part III Management Discussion andAnalysisI Industry Overview for the Reporting PeriodWe are a manufacturer of internal combustion engines and fittings in general equipment manufacturing. Accordingto the classification of fuel used, internal combustion engines are mainly divided into diesel engines and gasolineengines. Our diesel engines and gasoline engines are mainly used in non-road mobile machinery fields such asagriculture and engineering represented by tractors, plant protection machinery, and small construction machinery.(1) Basic information on the industryThe internal combustion engine is an important support for Chinas manufacturing industry security, energysecurity and national defense security, and an important basic industry of national economy and national defenseconstruction. The internal combustion engine is the most power-dense, thermally efficient and widely used heatengine power unit. For some time to come, the internal combustion engine will still be the dominant power forautomobiles, construction machinery, agricultural machinery, ships and generator sets, motorcycles, gardenmachinery, and military equipment.In order to implement the national overall development strategy of energy conservation, emission reduction,transformation, and upgrading, the internal combustion engine industry and agricultural machinery industry willstrengthen independent innovation and research and development, accelerate the construction of a common basictechnology platform, optimize the construction of the upstream and downstream industry chain, implementintelligent manufacturing, and actively carry out international exchange and cooperation to accelerate therealization of industrial technology upgrading.(2) Development pattern and trend of the industryChinas diesel engine and gasoline engine industries present a pattern of multiple competitions. As the state adoptsincreasingly strict environmental protection policy and the emission standards continue to upgrade, especially asChina VI emission regulations for gasoline engines and China IV emission regulations for non-road mobilemachinery diesel engines are or will be implemented, the core technology and key parts of internal combustionengines will be rapidly developed and applied, and the research, development, promoting and application ofenvironmentally friendly and efficient diesel engines and gasoline engines will become the mainstream trend,which promotes the wide use of the fuel injection system, high-efficiency supercharger and high-efficiencyafter-treatment. In the new normal, the internal combustion engine industry and agricultural machinery industrywill improve the industrys capability of independent innovation, support the whole machine development, andorganize and implement green manufacturing and intelligent manufacturing, so as to improve the overall strengthof the industry. The market share of diesel and gasoline engines is gradually concentrated in a few large-scaleenterprises with technical and capital strength.The present development trend of internal combustion engine industry is as follows: (1) energy saving andemission reduction; (2) intelligent manufacturing; (3) lightweight. Medium- and low-end internal combustionengines with low technical content and low added value will be gradually squeezed out of the market. Theupgrade of emission standards and the markets demand for high-end products will eliminate those smallenterprises with low level of research and development or less technology reserves. The industry leaders willshow the trend of increasing market share and rising
