恩捷股份：2020年年度报告（英文版）.PDF

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1、2020 Annual Report of Yunnan Energy New Material Co., Ltd. No. 2021-053 1 Yunnan Energy New Material Co., Ltd. 2020 Annual Report March 2021 If there is any discrepancy between the Chinese version and the English version, the Chinese version shall prevail. 2020 Annual Report of Yunnan Energy New Mat

2、erial Co., Ltd. No. 2021-053 2 Section 1 Important Notes, Contents and Definitions The Board of Directors and its members, the Supervisory Committee and its members, and the senior management warrant that the contents of the Annual Report are truthful, accurate and complete, without any false statem

3、ent, misrepresentation or major omission, and that they are jointly and severally liable for them. PAUL XIAOMING LEE, the Companys legal representative, Li Jian, the person in charge of accounting affairs, and Liu Lianhua, the person in charge of accounting department (“Accounting Principal”) hereby

4、 declare and warrant that the contents of the Financial Statements in this Annual Report are truthful, accurate and complete. All Directors were present at the Board meeting to review this Annual Report. The forward-looking statements in this Annual Report, such as estimates of operating results, ar

5、e among the planned matters of the Company, subjected to uncertainties and do not constitute material commitments of the Company to investors. Investors are advised to pay attention to investment risks. The future plans, development strategies and other forward-looking descriptions in this Report do

6、 not constitute material commitments of the Company to investors. Investors and related persons should be fully aware of the risks in connection therewith and should understand the difference between plan, forecast and commitment. For details, please refer to the “3. Risks The Company May Face” unde

7、r the “Outlook for the Companys Future Prospects” in the Section 4 “Discussion and Analysis on Business Operations” of this Report. 1. Regulatory risk relating to lithium-ion battery separator film business China will gradually annul the financial assistance policies as the new energy vehicle indust

8、ry develops to a certain extent, which will change the demands of the downstream customers and thus adversely change the results of the Company. If the downstream segments, such as new energy vehicle and lithium-ion battery manufacturing, are unable to improve their competitiveness through technolog

9、ical advancement, scale effect or otherwise, the future possible adjustments to the assistance policies will have a negative impact on each link of the whole industry chain of new energy vehicle, including the lithium-ion battery separator film as an upstream segment. 2. Market competition risk The

10、rapid growth of the new energy vehicle industry has driven the development of lithium-ion battery separator film in the upstream part. The fierce competition in this segment is driving the rapid increase in production capacity and the supply, and thus the decrease in price. The increasingly fierce c

11、ompetition will have an adverse impact on the results of the Company if it cant deeply understand the law of industrial development and make constant efforts for technological innovation and operational management improvement to improve product quality and reduce production costs. 2020 Annual Report

12、 of Yunnan Energy New Material Co., Ltd. No. 2021-053 3 3. Risk of price fluctuation of major raw materials The major raw materials used by the Company are subjected to price fluctuation to some extent, especially polyethylene and polypropylene, whose prices are affected by the strong fluctuations o

13、f the international crude oil price. The results of the Company may be adversely affected by the gross profit margin which may be affected to some extent if the prices of major raw materials fluctuate sharply due to the macroeconomic fluctuations, the demand and supply relation for enterprises in th

14、e upstream and downstream parts and other factors. 4. Risk relating to construction in progress The Company needs a great amount of investment funds for the under-construction production lines in the production bases, such as, Jiangxi Tonry, and Wuxi Energy. If the Company fails to raise sufficient

15、funds in time, or complete the projects and put into operation on schedule, the production, operation and profitability will be adversely affected. 5. Risk of technology leakage and talent outflow An enterprise engaging in lithium-ion battery separator film requires advanced technology and process,

16、rich management experience and deep understanding of the industry. To ensure the ability of constant innovation and the steady growth of business, the Company should have teams consisting of steady high-quality employees in scientific research, management and sale. The Company constantly improves th

17、e mechanisms for talent cultivation, incentive, promotion and restriction, but there is still the possibility of the outflow of core employees from the Company. In case of leakage of the core technology or the departure of core employees, the production and operation of the Company may be adversely

18、affected. 6. Risk of technological progress and alternatives Lithium-ion battery is mainly used for electronics and electrical appliances, new energy vehicles, and energy storage power stations. As the alternatives to lithium-ion battery, nickel-cadmium batteries, nickel-hydrogen batteries, fuel cel

19、ls and lead-acid batteries can also be used for the industries above-mentioned. Although the lithium-ion battery is currently the first choice for electronics, electrical appliances and new energy vehicles, the demands of the industries above-mentioned for lithium-ion battery will decline when techn

20、ological progress improves the performance and reduce the production costs of these alternatives or creates batteries with better performance, and the lithium-ion battery separator film in the upstream part of the industry chain will also be affected adversely. 7. Risk of exchange rate fluctuation T

21、he export sales volume of the Company increases constantly as the Company expands its business scale and gradually strengthens the development in the international market. If the RMB exchange rate and the foreign exchange rate in the countries where our products were sold fluctuate sharply in the fu

22、ture, the results of the Company may be affected to some extent. 8. Risk of China-US trade friction 2020 Annual Report of Yunnan Energy New Material Co., Ltd. No. 2021-053 4 Since 2018, the U.S. has restricted import of Chinese products by means of tariff increases to reduce the trade deficit with C

23、hina. Lithium-ion batteries are also among the products subject to the tariff increase. From the perspective of supply chain, the total revenue of the Company has been less affected by the China-US trade disputes because the exports to US account for a very small proportion in the total revenue of t

24、he Company. However, if the demands of the downstream customers change due to the China-US trade friction, the results of the Company may be affected adversely. In addition, some of the Companys raw materials and mechanical equipment are imported from overseas. If the trade friction between the U.S.

25、 and China intensifies and results in changes in the global trading environment, but the Company fails to make timely adjustments, the stability of the Companys supply chain may be adversely affected. 9. Risk of COVID-19 Epidemic Since 2020, the COVID-19 epidemic broke out in China and other parts o

26、f the world, and spread rapidly. Chinas new energy vehicle industry and upstream industries have been affected by the epidemic, and the demand for lithium-ion battery separator film has been affected accordingly. So far, the Company has resumed normal production and operation in all respects, among

27、other enterprises. However, there exists still great uncertainty about the global epidemic situation and its control, and the overseas spread also imposes risk of importing cases to China. If the international epidemic cant be controlled effectively in the future and spread continuously for a long t

28、ime, the global economy and new energy vehicle industry will be affected adversely, and the results of the Company will be affected negatively. 10. Management risk after expansion of business scale With the development of the Companys business, the scale of the Companys assets and business will be f

29、urther expanded, which raises higher requirements for the management level of the Company. The management risk arises if the capabilities of the Company to manage the production, sales, quality control and risks cant meet the requirements for scale expansion, and the systems for talent cultivation a

30、nd management, and the organizational structure are not further improved. The profit distribution proposal approved by the Board of Directors is as follows: Based on 886,566,151, the Company proposed to distribute cash dividend of RMB1.70 (tax inclusive) per each 10 shares to all shareholders, and b

31、onus share 0 (tax inclusive), and share distribution from capital reserve is nil. 2020 Annual Report of Yunnan Energy New Material Co., Ltd. No. 2021-053 5 Contents Section 1 Important Notes, Contents and Definitions . 2 Section 2 Company Profile & Key Financial Indicators. 10 Section 3 Business Ove

32、rview . 15 Section 4 Discussion and Analysis on Business Operation . 21 Section 5 Significant Events . 51 Section 6 Share Changes and Shareholder Details . 101 Section 7 Details about Preferred Shares . 113 Section 8 Details about Convertible Corporate Bonds . 114 Section 9 Directors, Supervisors, S

33、enior Management and Employees . 117 Section 10 Corporate Governance. 125 Section 11 Corporate Bonds . 131 Section 12 Financial Report . 136 Section 13 Documents Available for Inspection . 299 2020 Annual Report of Yunnan Energy New Material Co., Ltd. No. 2021-053 6 Definitions Term Definition Energ

34、y Technology, The listed Company, This Company, the Company Yunnan Energy New Material Co., Ltd. Actual controller, Paul Xiaoming Lee family the six natural persons, namely Paul Xiaoming Lee, Li Xiaohua, Yan Ma, Yanyang Hui, Sherry Lee, and Jerry Yang Li Heyi Investment Yuxi Heyi Investment Co., Ltd

35、, a shareholder of the Company Heli Investment Yuxi Heli Investment Co., Ltd, a shareholder of the Company Zhuhai Hengjie Zhuhai Hengjie Enterprise Management Office (Limited Partnership), a shareholder of the Company Huachen Investment Kunming Huachen Investment Co., Ltd, a shareholder of the Compa

36、ny Future Industry Investment Fund Future Industry Investment Fund (Limited Partnership), a shareholder of the Company Shanghai Guohe Shanghai Guohe Modern Service Industry Equity Investment Management Co., Ltd. (Limited Partnership), a shareholder of the Company Hongta Plastic Yunnan Hongta Plastic

37、 Co., Ltd, a wholly-owned subsidiary of the Company Chengdu Hongta Plastic Hongta Plastic (Chengdu) Co., Ltd, a wholly-owned subsidiary of Hongta Plastic Dexin Paper Yunnan Dexin Paper Co., Ltd., a wholly-owned subsidiary of the Company Hongchuang Packaging Yunnan Hongchuang Packaging Co., Ltd, a co

38、ntrolled subsidiary of the Company Shanghai Energy Shanghai Energy New Material Technology Co., Ltd, a controlled subsidiary of the Company Suzhou Green Power Suzhou Green Power New Energy Material Co., Ltd., a wholly-owned subsidiary of Shanghai Energy Newmi Tech Chongqing Yuntianhua Newmi Technolo

39、gical Co., Ltd., a controlled subsidiary of Shanghai Energy Zhuhai Energy Zhuhai Energy New Material Technology Co., Ltd, a wholly-owned subsidiary of Shanghai Energy Wuxi Energy Wuxi Energy New Material Technology Co., Ltd, a wholly-owned subsidiary of Shanghai Energy 2020 Annual Report of Yunnan E

40、nergy New Material Co., Ltd. No. 2021-053 7 Jiangxi Tonry Jiangxi Tonry New Energy Technology Development Co., Ltd, a wholly-owned subsidiary of Shanghai Energy Jiangxi Ruijie Jiangxi Ruijie New Material Technology Co., Ltd, a controlled subsidiary of Jiangxi Tonry Hainan Energy Hainan Energy Invest

41、ment Co., Ltd, a wholly-owned subsidiary of Shanghai Energy Hong Kong Chuangxin Chuangxin New Material (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the Company during the Reporting Period Energy Trading Wuxi Energy Trading Co., Ltd., a wholly-owned subsidiary of the Company Kunshasi Yuxi Kuns

42、hasi Plastic Co., Ltd., a joint-stock Company of Yunnan Hongta Plastic Co., Ltd. General Meeting of Shareholders The general meeting of shareholders of Yunnan Energy New Material Co., Ltd. Board of Directors the Board of Directors of Yunnan Energy New Material Co., Ltd. Board of Supervisors the Supe

43、rvisory Committee of Yunnan Energy New Material Co., Ltd. CSRC China Securities Regulatory Commission CSDCC Shenzhen Branch Shenzhen Branch of China Securities Depository and Clearing Company Limited SZSE Shenzhen Stock Exchange Company Law Company Law of the Peoples Republic of China Securities Law

44、 Securities Law of the Peoples Republic of China Labor Law Labor Law of the Peoples Republic of China Articles of Association Articles of Association of Yunnan Energy New Material Co., Ltd. CITIC Securities CITIC Securities Co., Ltd., the sponsor and financial advisor of the Company Dahua CPAs, Dahu

45、a CPAs Firm Dahua CPAs (SGP) Grandall Law Firm, Legal Adviser Grandall (Shanghai) Law firm (http:/) Yuan, 0000 Yuan, 100 million Yuan RMB Yuan, RMB0000 Yuan, RMB100 million Yuan Reporting Period, This Reporting Period January 1, 2020 to December 31, 2020 Same period last year January 1, 2019 to Dece

46、mber 31, 2019 Major Asset Restructuring the Company issues share to purchase assets and raises supporting funds and related transactions (now changed to: the Company issues share in 2018 to purchase assets and related transactions) Counterparties of major asset restructuring, Counterparties Paul Xia

47、oming Lee, Li Xiaohua, Wang Yuhua, Kunming Huachen Investment Co., Ltd, Sherry Lee, Future Industry Investment Fund 2020 Annual Report of Yunnan Energy New Material Co., Ltd. No. 2021-053 8 (Limited Partnership), Zhuhai Hengjie Enterprise Management Office (Limited Partnership), Huang Shuhua, Zhang

48、Tao, Gao Xiang, He Baohua, Huang Yuchen, Hu Jiadong, Wang Chizhou, Jiang Xinmin, Zhang Fang, Zhang Fan, Zheng Mei, Liu Wei, Du Jun, Cao Ben Shares not publicly offered in 2020, non-public offering The 69,444,444 RMB-denominated ordinary shares (A shares) offered by Energy Technology to 22 specific i

49、nvestors by way of non-public offering in 2020 Counterparties of shares not publicly offered in 2020 Shanghai Lingang Dongfang Jun and Kechuang Industry Equity Investment Fund Partnership(L.P.), Shanghai Shenchuang Equity Investment Fund Partnership(L.P.), Shanghai Shenchuang Pujiang Equity Investme

50、nt Fund Partnership(L.P.), Shanghai Shenchuang New Power Equity Investment Fund Partnership(L.P.), Dajia Assets Management Co., Ltd., JPMorgan Asset Management（Asia Pacific） Limited, JPMorgan Chase Bank, National Association, JT Asset Management Co., Ltd., Generali China Asset Management Co., Ltd.,