冰山B：2019年年度报告（英文版）.PDF

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1、 1 / 178 Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. 2019 Annual Report April, 2020 2 / 178 Section 1 Important Notice, Table of Contents, and Definitions The directors and the Board of Directors, the supervisors and the Supervisory Board, and Senior staff members of Bingshan Refri

2、geration & Heat Transfer Technologies Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are not any important omissions, fictitious statements or serious misleading carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accur

3、acy and completeness of the whole contents. Chairman of the Board of Directors of the Company Mr. Ji Zhijian, Financial Majordomo Mr. Ma Yun and the head of Accounting Department Mrs. Zhang Lingling hereby confirm that the financial report of the annual report is true and complete. All the directors

4、 have attended this Board meeting of the Company. There is no significant risk having adverse influence on attainment of the Companys future development strategy and business targets. The paragraph Discussion and Analysis of the Business situation in Section 4 of this Annual Report describes major r

5、isks the Company may be confronted with, including the risk of Increasing market competition risk, the market promotion for new product and new technology slow and the Accounts receivable is on the high side. See the related sections for the countermeasures to be taken by the Company. The profit dis

6、tribution proposal reviewed and adopted at this Board meeting of the Company is: Based on the total capital stock of 843,212,507 shares, the dividend of RMB 0.3 in cash (including tax) will be distributed for every 10 shares; The Company will not transfer the capital reserve to increase capital stoc

7、k. This report is written respectively in Chinese and in English. In the event of any discrepancy between the two above- mentioned versions, the Chinese version shall prevail. 3 / 178 CONTENTS Section 1 Important Notice, Table of Contents, and Definitions .2 Section 2 About the Company .5 Section 3

8、Summary of Main Accounting Data and Financial Indicators.8 Section 4 Board of Directors Report .9 Section 5 Important Issues .20 Section 6 Change in Share Capital and Shareholders Information .25 Section 7 Information on Preferred Stock .29 Section 8 Information on the Convertible corporate bonds.30

9、 Section 9 Information on the Companys Directors, Supervisors, Senior Management and Staff .31 Section 10 Corporate Governance .36 Section 11 Information on Corporate Bonds .39 Section 12 Financial Report .40 Section 13 Contents of Reference Documents . 178 4 / 178 Definitions Defined item Stands fo

10、r Meaning Reporting period Stands for From Jan. 1, 2019 to Dec. 31 2019 The Company, this Company Stands for Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. Wuxin Refrigeration Stands for Wuhan New World Refrigeration Industry Co., Ltd., one of the subsidiaries of the Company where the

11、 Company holds 100% of its shares. Bingshan Engineering Company Stands for Dalian Bingshan Group Engineering Co., Ltd.,one of the subsidiaries of the Company where the Company holds 100% of its shares. Bingshan Service Company Stands for Bingshan Technology Service (Dalian) Co., Ltd. one of the subs

12、idiaries of the Company where the Company holds 100% of its shares. Bingshan Engineering&Trading Stands for Dalian Bingshan Engineering&Trading Co., Ltd. one of the subsidiaries of the Company where the Company holds 100% of its shares. Bingshan Guardian Stands for Dalian Bingshan Guardian Automatio

13、n Co., Ltd.,one of the subsidiaries of the Company where the Company holds 100% of its shares. Panasonic Compressor Stands for Panasonic Appliances Compressor (Dalian) Co., Ltd. one of the associated companies of the Company, where the Company holds 40% of its shares. Panasonic Cold- Chain Stands fo

14、r Panasonic Appliances Cold- Chain (Dalian) Co., Ltd. one of the associated companies of the Company, where the Company holds 40% of its shares. Panasonic Refrigerating Stands for Panasonic Appliances Air- conditioning And Refrigerating (Dalian) Co., Ltd. one of the associated companies of the Compa

15、ny, where the Company holds 40% of its shares. Panasonic Refrigerating System Stands for Panasonic Appliances Refrigerating System (Dalian) Co., Ltd.,one of the associated company of the Company, where the Company holds 20% of its shares Fuji- Bingshan Stands for Dalian Fuji- Bingshan Vending Machin

16、e Co., Ltd., one of the associated companies of the Company, where the Company holds 49% of its shares. Bingshan Metal Technology Stands for Dalian Bingshan Metal Technology Co., Ltd., one of the associated companies of the Companies, where the Company holds 49% of its shares. JingXue Co.,Ltd. Stand

17、s for Jiangsu JingXue Insulation Technology Co., Ltd., one of the associated companies of the Company, where the Company holds 29.212% of its shares. Bingshan Wisdom Stands for Dalian Bingshan Wisdom Park Co., Ltd.,an indirect joint venture company Hua Hui Da Stands for Dalian Bingshan Group Hua Hui

18、 Da Financial Leasing Co., Ltd.,an indirect joint venture company Fuji Bingshan Control Systems Stands for Dalian Fuji Bingshan Control Systems Co., Ltd., an indirect joint venture company Kelvins Stands for Dalian Kelvins Technology Co., Ltd.,an indirect joint venture company 5 / 178 Section 2 Abou

19、t the Company I. Company information Short form of the stock Bingshan; Bingshan B Stock code 000530; 200530 Listed stock exchange Shenzhen Stock Exchange Legal name in Chinese 冰山冷热科技股份有限公司 Legal name abbreviation in Chinese 冰山冷热 Legal English name Bingshan Refrigeration & Heat Transfer Technologies

20、Co., Ltd. Legal English name abbreviation Bingshan Legal representative Ji Zhijian Registered address No.106, Liaohe East Road, Dalian Economic and Technological Development Zone Post code of Registered address 116630 Office address No.106, Liaohe East Road, Dalian Economic and Technological Develop

21、ment Zone Post code of Office address 116630 Internet web site of the Company E- mail of the Company With the Resolution of the 1st Extraordinary Shareholders General Meeting of 2020 and the permission of Market Supervision and Administration Department, the name of the Company has changed to be “Bi

22、ngshan Refrigeration & Heat Transfer Technologies Co.,Ltd. ”instead of “Dalian Refrigeration Co., Ltd.” from March 17th ,2020。And with the resolution of 8th Meeting of 8th Session of the Board and the permission of Shenzhen Stock Exchange, the Companys securities abbreviation for A- share has change

23、d from“ Daleng Gufen” to “Bingshan”, the Companys securities abbreviation for B- share has changed from “Daleng B” to “Bingshan B”, which has been effected on March 24th ,2020.The Companys Stock Code has not changed. II. Contact persons and information Secretary of the Board of Directors Authorized

24、representative for securities affairs Name Song Wenbao Du Yu Address Bingshan SecuritiesLegal Affairs No.106, Liaohe East Road, Dalian Economic and Technological Development Zone Bingshan SecuritiesLegal AffairsNo.106, Liaohe East Road, Dalian Economic and Technological Development Zone Tel. 0411- 8

25、7968130 0411- 87968822 Fax 0411- 87968125 0411- 87968125 E- mail III. Information disclosure and place of preparation for inquiry Name of the newspaper designated by the Company for information disclosure China Securities Daily and Hong Kong Commercial Daily Address of the website designated by Chin

26、a Securities Regulatory Commission for publishing this Annual Report http:/ Place where this Annual Report was prepared for inquiry SecuritiesLegal Affairs Department of the Company IV. Alteration to the registration Organization code 912102002423613009 Change in main business since the Company was

27、listed No change 6 / 178 Changes in the holding shareholder No change V. Other related information Accounting firm engaged by the Company Name of accounting firm ShineWing CPAs (Special General Partnership) Office location of accounting firm 9/F,A Building No.,8 north street of Chao Yang Men, Dong C

28、heng District Beijing, China Name of signing certified public accountant Sui Guojun, Wang Dong Sponsor the Company appointed for performance of the consistent supervision duty in the reporting period Applicable Not applicable Financial consultant the Company appointed for performance of the consiste

29、nt supervision duty in the reporting period Applicable Not applicable VI. Main accounting data and financial indicators 2019 2018 Increase/decrease compared with previous year 2017 Operating revenue 1,831,851,280.70 1,966,064,612.44 - 6.83% 2,079,715,105.37 Net profit attributable to shareholders of

30、 listed companies 89,112,113.43 110,503,175.90 - 19.36% 200,759,820.17 Net profit belonging to the shareholders of listed companies after the deduction of non- recurring profit and loss 21,406,535.65 45,862,588.97 - 53.32% 165,044,724.44 Net cash flow from operating activities 12,695,071.81 - 119,65

31、7,885.64 110.61% - 207,225,851.22 Basic earnings per share 0.106 0.13 - 18.46% 0.23 Diluted earnings per share 0.106 0.13 - 18.46% 0.23 Weighted average return on net asset yield 2.63% 3.21% Decrease 0.58 percentage points 5.97% 2019.12.31 2018.12.31 Increase/decrease compared with previous year 201

32、7.12.31 Total assets 5,525,503,256.26 5,568,279,452.26 - 0.77% 5,619,621,500.67 Owners equity attributable to shareholders of listed companies 3,379,565,029.89 3,377,633,617.02 0.06% 3,416,531,064.91 VII.1.Difference of accounting data between as per Chinese accounting standards and as per Internati

33、onal Accounting Standards Applicable Not applicable 2. Difference of accounting data between as per Chinese accounting standards and as per Foreign Accounting Standards The difference of accounting data between as per Chinese Accounting Standards and as per International Accounting Standards was 0.

34、VIII. The quarter main financial indicators the first quarter the second quarter the third quarter the fourth quarter Operating revenue 565,075,729.08 510,653,511.49 377,309,476.31 378,812,563.82 Net profit attributable to shareholders of listed companies 106,786,822.74 1,587,096.56 - 4,027,361.74 -

35、 15,234,444.13 Net profit belonging to the shareholders of listed companies after the deduction of non- recurring profit and loss 16,426,346.23 18,835,832.74 4,567,091.45 - 18,422,734.77 Net cash flow from operating activities - 94,192,502.27 16,416,464.39 - 2,974,185.41 93,445,295.10 7 / 178 IX. No

36、n- recurring profits and losses and their amounts item 2019 2018 2017 Disposal gains and losses of non- current asset 1,132,131.30 374,143.29 552,588.02 Government subsidies included in current profit or loss 3,707,100.00 8,124,911.87 11,830,406.39 Earnings from the Company get subsidiaries, associa

37、ted companies and joint venture investment cost less than get investment should enjoy the invested entity produced by the fair value of the identifiable net assets yield 1,070,288.17 Debt restructuring gains and losses 1,999,241.94 The net profit and loss of the subsidiary period from the beginning

38、to the consolidation date of the company under the same control. 1,418,670.20 Disposal gains from investments on financial assets available for sale, and gains from fair value change of financial assets available for sale 72,282,942.52 66,702,217.88 27,467,019.93 Other non- operating revenue or expe

39、nse 481,549.43 29,037.03 668,896.45 Others 554,176.99 Influence on income tax 12,122,009.11 11,478,840.61 6,520,362.10 Influence on minority shareholders 329,555.29 181,170.70 - 297,876.84 Total 67,705,577.78 64,640,586.93 35,715,095.73 8 / 178 Section 3 The Companys Business profile I. The Companys

40、 Main business during the reporting period The Company revolves around hot and cold businesses, is committed to developing Industrial refrigeration and heating business field, commercial refrigeration and refrigeration business field, air- conditioning and environment business field, core parts busi

41、ness field, engineering and service business field have covered the key areas of the cold and hot industrial chain and forged the complete cold and hot industrial chain in China. II. Major changes in main assets 1. Major changes in main assets Main assets Explain for major changes Construction in pr

42、ogress Significantly increased on a year- on- year basis, mainly because the Companys new factory intelligent manufacturing project and R22 reduction project investment. Deferred income tax asset Significantly increased on a year- on- year basis, mainly because the companys provision for bad debts i

43、ncreased. 2. The main overseas assets Applicable Not applicable III. Analysis of core competence The Company focuses on main business of cold and heat; independent R&D and joint venture partnerships are cooperate with each other effectively; capital resources integration and business model innovatio

44、n are in a positive interaction; the community of business and interest are being multi- storey created; the develop mode with Bingshan characteristic are formed. The Company has the integrated cold- heat industrial chain for offering kinds of comprehensive solution services, including design, manuf

45、acture, installation and maintenance etc., and can satisfy individual requirements preferably. The Company possesses a mature and solid marketing networks and after- sale service network on/off- line, and can offer high quality and high value- added services more initiative and faster for clients fr

46、om around the city. After overall relocation reform, the new factory of intelligence, environment protection, high efficiency and safety are put into used, which produces a strong comparative advantage for creating higher value to the customers. While move forward with transformation and upgrading f

47、or former business, the Company will implement the cultivation for new business, thus the sustainable healthy development will come more and more feasible. Core- competency of the Company further promoted in the reporting period. 9 / 178 Section 4 Management discussion and analysis I. Summary In 201

48、9, in the face of complex and severe environment, the Company focused on “exploitation, pragmatism, collaboration and action”, strengthened strategic resources, strengthened market development, strengthened internal management, converted restriction into coordination, converted control into service,

49、 strengthened confidence, acted steadfastly, and strived to achieve main business objectives. In 2019, the Company achieved operating income of 1,831,851,280.70 yuan, a year- on- year decrease of 6.83%; achieved net profit attributable to shareholders of listed companies of 89,112,113.43 yuan, a yea

50、r- on- year decrease of 19.36%. Due to the banks enhanced risk control, tighter loan and continuous tight liquidity of funds, the customers engineering projects were delayed or the progress was slowed down, so the operating revenue was reduced and the profit was reduced accordingly. During the repor