苏威孚Ｂ：2021年年度报告（英文版）.PDF
无锡威孚高科技集团股份有限公司 2021 年年度报告全文 1 无锡威孚高科技集团股份有限公司无锡威孚高科技集团股份有限公司 WEIFU HIGH-TECHNOLOGY GROUP CO., LTD. ANNUAL REPORT 2021 April 2022 无锡威孚高科技集团股份有限公司 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 Weifu High-Technology Group Co., Ltd. (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, accuracy and completion of the whole contents. Wang Xiaodong, Principal of the Company, Ou Jianbin, person in charger of accounting works and Ou Jianbin, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2021 Annual Report is authentic, accurate and complete. All directors are attend the Meeting for the Report deliberation. The forward-looking statements with future plans involved in the Report do not constitute a substantial commitment for investors. Investors and related parties should maintain sufficient risk awareness and investors are advised to exercise caution of investment risks. Main risks that the Company may face in future operation are describes in the “prospects for the future development” under the “Management Discussion and Analysis” in the Report, the investors are advised to check them out. The profit distribution plan that deliberated and approved by the Board Meeting is: based on total share capital of 1,008,603,293, distributed 16 yuan (tax included) bonus in cash for every 10-share hold by all shareholders, 0 share bonus issued (tax included) and no public reserve transfer into share capital either. The Report is prepared in Chinese and English respectively. In the event of any discrepancy between the two versions, the Chinese version shall prevail. 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 3 Contents Section I. Important Notice, Contents and Interpretation . 2 Section II Company Profile and Main Financial Indexes . 6 Section III Management Discussion and Analysis . 11 Section IV. Corporate Governance . 42 Section V. Environmental and Social Responsibility . 63 Section VI. Important Matters . 65 Section VII. Changes in Shares and Particulars about Shareholders . 74 Section VIII. Preferred Stock . 81 Section IX. Corporate Bonds . 82 Section X. Financial Report . 83 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 4 Documents Available for Reference I. Financial statement carrying the signatures and seals of person in charge of the company, principal of the accounting works and person in charge of accounting organ (accounting Supervisor); II. Original audit report with the seal of Accounting Firms and Signature and Seal of the CPA; III. Original documents of the Company and manuscripts of public notices that disclosed in the website designated by CSRC in the reporting period; IV. Text of the Annual Report 2021 containing the signature of the legal representative of the Company; V. Place for preparation: Office of the BOD of the Company 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 5 Interpretation Items Refers to Contents Company, The Company, WFHT Refers to WEIFU HIGH-TECHNOLOGY GROUP CO., LTD. Weifu Group Refers to Wuxi Weifu Group Co., Ltd. Wuxi Industry Group Refers to Wuxi Industry Development Group Co., Ltd. Robert Bosch, Robert Bosch Company Refers to Robert Bosch Co., Ltd, ROBERT BOSCH GMBH RBCD Refers to Robert Bosch Powertrain Ltd. WFLD Refers to WUXI WEIFU LIDA CATALYTIC CONVERTER CO., LTD. WFJN Refers to NANJING WFJN CO., LTD. WFTT Refers to NINGBO WFTT TURBOCHARGING TECHNOLOGY CO.,LTD. WFCA Refers to WUXI WEIFU CHANG AN CO.,LTD. WFMA Refers to WUXI WEIFU MASHAN FUEL INJECTION EQUIPMENT CO., LTD. WFTR Refers to WUXI WEIFU INTERNATIONAL TRADE CO.,LTD. WFSC Refers to WUXI WEIFU SCHMITTER POWERTRAIN COMPONENTS CO.,LTD. WFAM Refers to WUXI WFAM PRECISION MACHINERY CO.,LTD. WFDT Refers to WUXI WEIFU E-DRIVE TECHNOLOGIES CO., LTD. WFAS Refers to WUXI WEIFU AUTOSMART SEATING SYSTEM CO., LTD. SPV Refers to Weifu Holding ApS IRD Refers to IRD Fuel Cells A/S Borit Refers to Borit NV WFEC Refers to Wuxi WFECal Catalysts. Co., Ltd. WFPM Refers to Wuxi Weifu Precision Machinery Manufacturing Co., Ltd. Zhonglian Electronics Refers to Zhonglian Automobile Electronics Co., Ltd. Shinwell Automobile Refers to Shinwell Automobile Technology (Wuxi) Co., Ltd. Guokai Metal Refers to Wuxi Guokai Metal Resources Co., Ltd. CSRC Refers to China Securities Regulatory Commission SZSE Refers to Shenzhen Stock Exchange Gongzheng Tianye Refers to Gongzheng Tianye Certified Public Accountants (Special General Partnership) The reporting period Refers to From Jan. 1, 2021 to Dec. 31, 2021 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 6 Section II Company Profile and Main Financial Indexes I. Company information Short form of the stock WFHT, Su Weifu-B Stock code 000581, 200581 Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 无锡威孚高科技集团股份有限公司 Short form of the Company (in Chinese) 威孚高科 Foreign name of the Company (if applicable) WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD. Short form of foreign name of the Company (if applicable) WFHT Legal representative Wang Xiaodong Registrations add. No.5 Huashan Road, Xinwu District, Wuxi (production & operation place:1. No.8 Huashan Road, Xinwu District, Wuxi; 2. No.17 Changjiang Road, Xinwu District, Wuxi; 3. No.139 Xixie Road, Xinwu District, Wuxi; 4. No.13 Xinhua Road, Xinwu District, Wuxi) Code for registrations add 214028 Historical changes of registered address On May 25, 1994, registered address of the Company changed to “Lot 46, National High-Tech Industrial Development Zone, Wuxi” instead of “No.107, Renmin West Road, Wuxi”; on December 9, 2008, registered address changed to “No.5 Huashan Road, New District, Wuxi” instead of“Lot 46, National High-Tech Industrial Development Zone, Wuxi”; on June 12, 2019, registered address changed to “No.5 Huashan Road, Xiwu District, Wuxi (production & operation place:1. No.8 Huashan Road, Xinwu District, Wuxi; 2. No.17 Changjiang Road, Xinwu District, Wuxi; 3. No.139 Xixie Road, Xinwu District, Wuxi; 4. No.13 Xinhua Road, Xinwu District, Wuxi)” Offices add. No.5 Huashan Road, Xinwu District, Wuxi Codes for office add. 214028 Companys Internet Web Site http:/ E-mail W II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Liu Jinjun Xu Kan Contact add. No.5 Huashan Road, Xinwu District, Wuxi No.5 Huashan Road, Xinwu District, Wuxi Tel. 0510-80505999 0510-80505999 Fax. 0510-80505199 0510-80505199 E-mail W W 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 7 III. Information disclosure and preparation place Website of the Stock Exchange where the annual report of the Company disclosed Shenzhen Stock Exchange(http:/ Media and Website where the annual report of the Company disclosed China Securities Journal; Securities Times; Hong Kong Commercial Daily and Juchao Website(http:/) Preparation place for annual report Office of the Board of Directors IV. Registration changes of the Company Organization code 91320200250456967N Changes of main business since listing (if applicable) No change Previous changes for controlling shareholders (if applicable) Controlling shareholder of the Company was Weifu Group before 2009. and in 2019, controlling shareholder changed to Wuxi Industry Group since 31 May 2009 due to the merged of Wuxi Industry Group and Weifu Group. Weifu Group and Wuxi Industry Group were wholly state-owned companies of Wuxi State-owned Assets Supervision & Administration Commission of State Council, therefore, actual controller of the Company turns to Wuxi State-owned Assets Supervision & Administration Commission of State Council. V. Other relevant information CPA engaged by the Company Name of CPA Gongzheng Tianye Certified Public Accountants (Special General Partnership) Offices add. for CPA 10/F, No.5 Building, Jiakaicheng Fortune Center, Jingrong 3rd Street, Taihu Xincheng, Binghu District, Wuxi, Jiangsu Province Signing Accountants Gu Zhi, Zhang Qianqian Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable VI. Main accounting data and financial indexes Whether the Company is required to retrospectively adjust or restate prior years accounting data Yes No 2021 2020 Changes in the current year over the previous year (+,-) 2019 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 8 Operation income (RMB) 13,682,426,710.95 12,883,826,306.60 6.20% 8,784,356,960.30 Net profit attributable to shareholders of the listed company(RMB) 2,575,371,419.80 2,772,769,377.96 -7.12% 2,268,026,432.78 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB) 2,544,559,926.75 2,089,986,086.10 21.75% 1,947,408,959.68 Net cash flows arising from operating activities (RMB) 627,712,593.41 781,811,234.01 -19.71% 1,048,670,053.23 Basic earnings per share (RMB/Share) 2.57 2.79 -7.89% 2.25 Diluted earnings per share (RMB/Share) 2.57 2.79 -7.89% 2.25 Weighted average ROE 13.67% 15.78% -2.11% 13.77% Year-end of 2021 Year-end of 2020 Changes at end of the current year compared with the end of previous year (+,-) Year-end of 2019 Total assets (RMB) 27,970,858,427.84 27,350,695,388.21 2.27% 23,958,348,185.78 Net assets attributable to shareholder of listed company (RMB) 19,398,607,689.65 18,282,017,990.66 6.11% 16,990,405,136.62 The lower of the companys net profit before or after deduction of non-recurring profit (gain)/loss for the last three financial years is negative, and the audit report for the latest year indicates that there is uncertainty about the companys ability to continue as a going concern Yes No The lower of the net profit before or after deduction of non-recurring profit (gain)/loss 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, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting 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 Company 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. 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 9 VIII. Quarterly main financial index In RMB Q 1 Q 2 Q 3 Q 4 Operation income 4,700,158,675.54 4,337,533,080.70 3,336,372,995.83 1,308,361,958.88 Net profit attributable to shareholders of the listed company 861,572,997.00 783,816,490.32 484,604,192.65 445,377,739.83 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses 932,554,535.06 769,666,019.03 444,013,803.42 398,325,569.24 Net cash flows arising from operating activities -229,541,250.49 309,732,859.66 429,334,626.03 118,186,358.21 Whether 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 and semi-annual report Yes No IX. Items and amounts of extraordinary(non-recurring) profit (gains)/loss Applicable Not applicable In RMB Item 2021 2020 2019 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) -12,350,725.86 10,719,959.77 28,992,604.71 Governmental grants reckoned into current gains/losses (except for those with normal operation business concerned, and conform to the national policies & regulations and are continuously enjoyed at a fixed or quantitative basis according to certain standards) 71,274,511.67 146,475,795.26 91,170,663.57 Fund possession fees reckoned in current gains/losses that charged to non-financial enterprises 1,608,477.64 Profit and loss of assets delegation on others investment or management 2,425.40 271,684,174.09 236,832,172.54 Except for the effective hedging operations related to normal business operation of the Company, the gains/losses of fair value changes from holding the trading financial assets and trading financial liabilities, and the investment earnings obtained from disposing the trading financial asset, trading financial liability and financial assets available for sale - 29,889,140.23 375,102,546.00 24,394,637.95 Switch back of provision for depreciation of account receivable which was singly taken depreciation test 8,976,264.09 3,078,424.43 1,700,000.00 Other non-operating income and expenditure except for the aforementioned items 130,837.12 -3,090,715.87 2,183,276.39 Less: Impact on income tax 4,345,456.60 116,175,046.47 57,345,714.82 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 10 Impact on minority shareholders equity (post-tax) 2,987,222.54 5,011,845.35 8,918,644.88 Total 30,811,493.05 682,783,291.86 320,617,473.10 - Specific information on other items of profits/losses that qualified the definition of non-recurring profit(gain)/loss Applicable Not applicable The Company does not have other items of profits/losses that qualified the definition of non-recurring profit(gain)/loss Information on the definition of non-recurring profit(gain)/loss that listed in the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary (non-recurring) Profit(gain)/loss as the recurring profit(gain)/loss Applicable Not applicable The Company does not have any non-recurring profit(gain)/loss listed under the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary (non-recurring) Profit(gain)/loss defined as recurring profit(gain)/loss 无锡威孚高科技集团股份有限公司 2021 年年度报告全文 11 Section III Management Discussion and Analysis I. Industry of the Company during the reporting period The Company need to comply with the disclosure requirement on related industry of automobile manufacturing in the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No.3 - Disclosure of Industry Information The year 2021 was the convergence of the “Two Centenary Goals” and the beginning of the “14th Five-Year Plan”, Chinas economy continued to recover steadily, and its economic development and pandemic prevention and control maintained its leading position in the world, and the main indicators achieved the expected goals. As a strategic and pillar industry of the nati
