粤照明Ｂ：2018年年度报告（英文版）.PDF

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1、Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 1 FOSHAN ELECTRICAL AND LIGHTING CO., LTD. ANNUAL REPORT 2018 March 2019 Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 2 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Su

2、pervisory Committee as well as the directors, supervisors and senior management of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and s

3、everally liable for any misrepresentations, misleading statements or material omissions therein. He Yong, the Companys legal representative, Liu Xingming, the Companys General Manager, and Tang Qionglan, the Companys Chief Financial Officer (CFO) hereby guarantee that the Financial Statements carrie

4、d in this Report are factual, accurate and complete. All directors have attended in person the board session for reviewing this report except the following: Name Position Reason for not attending the session in person Name of the proxy Huang Zhiyong Director On business He Yong The future plans and

5、other forward-looking statements, as well as the cautionary statements mentioned in this Report shall NOT be considered as virtual promises of the Company to investors. And investors are kindly reminded to be well aware of possible risks. This Report and its summary have been prepared in both Chines

6、e and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. The Company has described in detail in this Report the risk of market competition, the risk of rising labor costs, the risk of rising raw material prices, the risk of f

7、alling prices of inventories, the risk of exchange rate fluctuations and the risk of doubtful receivable accounts. Please refer to “Outlook of the Companys Future Development” in “Part IV Operating Performance Discussion and Analysis” of this Report. The Board has approved a final dividend plan for

8、the Reporting Period: Based on the Companys total shares of 1,399,346,154, a cash dividend of RMB1.56 (tax inclusive) per 10 shares is to be distributed to all the shareholders, with a bonus issue of 0 additional shares (tax inclusive) for every 10 existing shares from profit, and no bonus issue fro

9、m capital reserves. Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 3 Table of Contents Part I Important Notes, Table of Contents and Definitions . 2 Part II Corporate Information and Key Financial Information . 5 Part III Business Summary . 9 Part IV Operating Performance Discussion and

10、 Analysis . 13 Part V Significant Events . 39 Part VI Share Changes and Shareholder Information . 64 Part VII Preferred Shares . 75 Part VIII Directors, Supervisors, Senior Management and Staff . 76 Part IX Corporate Governance . 87 Part X Corporate Bonds . 97 Part XI Financial Statements . 98 Part

11、XII Documents Available for Reference . 225Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 4 Definitions Term Definition The “Company”, “FSL” or “we” Foshan Electrical and Lighting Co., Ltd. and its consolidated subsidiaries, except where the context otherwise requires GRAM Guangdong Ris

12、ing Assets Management Co., Ltd. Electronics Group Guangdong Electronics Information Industry Group Ltd. GD Rising Finance Guangdong Rising Finance Holding Co., Ltd. Shenzhen Rising Investment Shenzhen Rising Investment Development Co., Ltd. Hong Kong Rising Investment Hong Kong Rising Investment Dev

13、elopment Limited CSRC China Securities Regulatory Commission SZSE Shenzhen Stock Exchange General meeting General meeting of Foshan Electrical and Lighting Co., Ltd. Board of Directors The board of directors of Foshan Electrical and Lighting Co., Ltd. Supervisory Committee The supervisory committee

14、of Foshan Electrical and Lighting Co., Ltd. Annual report auditor Beijing Zhongzhengtiantong Certified Public Accountants LLP RMB, RMB0,000 Expressed in the Chinese currency of Renminbi, expressed in tens of thousands of Renminbi Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 5 Part II

15、Corporate Information and Key Financial Information I Corporate Information Stock name FSL, FSL-B Stock code 000541, 200541 Stock exchange for stock listing Shenzhen Stock Exchange Company name in Chinese 佛山电器照明股份有限公司 Abbr. 佛山照明 Company name in English (if any) FOSHAN ELECTRICAL AND LIGHTING CO.,LTD

16、 Abbr. (if any) FSL Legal representative He Yong Registered address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China Zip code 528000 Office address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China Zip code 528000 C

17、ompany website Email address II Contact Information Board Secretary Securities Representative Name Lin Yihui Huang Yufen Address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Provinc

18、e, P.R.China Tel. （0757）82810239 （0757）82966028 Fax （0757）82816276 （0757）82816276 Email address fsl- III Media for Information Disclosure and Place where this Report Is Lodged Newspapers designated by the Company for information disclosure China Securities Journal, Securities Times, Securities Daily

19、, Ta Kung Pao (HK) Website designated by CSRC for publication of this http:/ Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 6 Report Place where this Report is lodged Board Secretarys Office, FSL Office Building, No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Pr

20、ovince, P.R.China IV Change to Company Registered Information Unified social credit code 91440000190352575W Change to principal activity of the Company since going public (if any) No change Every change of controlling shareholder since incorporation (if any) No change V Other Information The indepen

21、dent audit firm hired by the Company: Name Beijing Zhongzhengtiantong Certified Public Accountants LLP Office address 13/F, Tower B, Jinyun Building, A43 Xizhimen Avenue North, Haidian District, Beijing Accountants writing signatures Tong Quanyong, Luo Dongri The independent sponsor hired by the Com

22、pany to exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable VI Key Financial Information Indicate

23、by tick mark whether there is any retrospectively restated datum in the table below. Yes No 2018 2017 2018-over-2017 change (%) 2016 Operating revenue (RMB) 3,801,955,946.76 3,800,188,261.54 0.05% 3,366,454,968.60 Net profit attributable to the listed companys shareholders (RMB) 377,615,133.62 740,3

24、08,725.30 -48.99% 1,072,342,050.13 Net profit attributable to the listed companys shareholders before exceptional items (RMB) 354,513,585.67 353,549,021.39 0.27% 351,237,317.17 Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 7 Net cash generated from/used in operating activities (RMB) 61

25、7,987,487.05 215,821,192.79 186.34% 289,978,768.48 Basic earnings per share (RMB/share) 0.2699 0.5290 -48.98% 0.7663 Diluted earnings per share (RMB/share) 0.2699 0.5290 -48.98% 0.7663 Weighted average return on equity (%) 8.36% 15.14% -6.78% 21.40% 31 December 2018 31 December 2017 Change of 31 Dec

26、ember 2018 over 31 December 2017 (%) 31 December 2016 Total assets (RMB) 5,588,166,699.30 5,675,811,824.29 -1.54% 6,100,169,400.30 Equity attributable to the listed companys shareholders (RMB) 4,319,259,418.46 4,779,115,459.39 -9.62% 4,990,466,577.12 VII Accounting Data Differences under Chinas Acco

27、unting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Profit and Equity under CAS and IFRS Applicable Not applicable No difference for the Reporting Period. 2. Net Profit and Equity under CAS and Foreign Account

28、ing Standards Applicable Not applicable No difference for the Reporting Period. VIII Key Financial Information by Quarter Unit: RMB Q1 Q2 Q3 Q4 Operating revenue 1,123,376,512.26 941,402,777.73 820,735,540.10 916,441,116.67 Net profit attributable to the listed companys shareholders 96,552,712.99 13

29、2,724,742.83 94,389,387.69 53,948,290.11 Net profit attributable to the listed companys shareholders before exceptional items 96,033,861.87 131,994,374.84 94,550,677.32 31,934,671.64 Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 8 Net cash generated from/used in operating activities 12

30、4,450,627.91 20,273,150.47 365,717,317.90 107,546,390.77 Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from what have been disclosed in the Companys quarterly or interim reports. Yes No IX Exceptional Gains and Losses Appl

31、icable Not applicable Unit: RMB Item 2018 2017 2016 Note Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs) -1,671,154.30 176,540,060.61 -5,776,457.37 Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Com

32、panys ordinary course of business at fixed quotas or amounts as per the governments uniform standards) 30,005,231.23 1,185,148.00 1,669,377.53 Gain or loss on fair-value changes in trading financial assets and liabilities & investment income from disposal of trading financial assets and liabilities

33、and available-for-sale financial assets (exclusive of effective portion of hedges that arise in the Companys ordinary course of business) -477,200.00 269,362,165.95 853,216,065.17 Reversed portion of impairment allowance for accounts receivable which are tested individually for impairment 3,535,749.

34、69 Non-operating income and expense other than above -594,356.14 1,640,395.69 -4,774,788.19 Less: Income tax effects 4,222,066.76 61,971,050.60 127,331,306.57 Non-controlling interests effects (net of tax) -61,093.92 -2,984.26 -566,092.70 Total 23,101,547.95 386,759,703.91 721,104,732.96 - Explanati

35、on of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the PublicExceptional Gain/Loss Items: Applicable Not applicable No such cases for the Reporting

36、Period. Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 9 Part III Business Summary I Principal Activity of the Company in the Reporting Period Is the Company subject to any disclosure requirements for special industries? No. 1. The Companys Principal Activities or Products We design, ma

37、nufacture and market high-quality, green and energy-efficient lighting products and electrical products, as well as provide comprehensive lighting and electrical solutions. Our products mainly include electrical products such as LED light sources and luminaries, automotive LED luminaries, traditiona

38、l light sources switches and socket. Currently, we have three major operating divisions, namely, lighting, electrical products and vehicle lighting. Upon years of development, we have won quite many honors, and our “FSL” and “Fenjiang” brands have been certified as “Famous China Brands”. 2. Main bus

39、iness models (1) Procurement model We mainly procure raw materials such as lamp beads, lamp holders, electronic components, aluminum substrate, plastic parts, metal materials, quartz tubes and fuel by way of bids invitation. A bids invitation supervisory committee consisting of personnel from severa

40、l departments will be set up in the future. For every kind of our main raw materials, we usually have a few suppliers to choose from in procurement so that the procurement prices would be fair, the supply of raw materials in time and the good quality of the raw materials ensured. (2) Production mode

41、ls Production of the conventional products Concerning the conventional products, we analyze sales of every month and predict future market demand so as to formulate a production plan for the coming month. And our workshops produce according to the plan to avoid extra stock and at the same time ensur

42、e that there is enough for sale. Production according to orders Different from the conventional lighting products which are of little variation in specifications, LED lighting products are at a fast pace of renewal and different customers often have different requirements regarding the products appe

43、arances and performance indexes. Therefore, we have to organize individualized production for Foshan Electrical and Lighting Co., Ltd. Annual Report 2018 10 some orders for LED lighting products, export orders in particular. For this kind of orders, we formulate our production plans based on them an

44、d then make procurement plans according to the production plans, which will help effectively control the stock and the procurement prices of raw materials, reduce capital occupation and improve our operating efficiency to the maximum. Combination of independent production and outsourcing With a high

45、 production capacity, we produce most of our products and parts on our own. Only a small portion of parts and low-tech products is outsourced to sub-manufacturers, who will produce in strict accordance with our requirements. We will also tag along their production processes and examine carefully the

46、 quality of the products finished. In this way, our supply of products is guaranteed. (3) Sales model Domestically, we mainly adopt a commercial agent model. In terms of channels, we have wholesale, franchised store, illumination engineering & commercial lighting, industrial and mining outdoor chann

47、els, e-commerce & retail sales and automotive lighting channels. For overseas markets, we primarily adopt OEM/ODM models and also sell under our own brands (through agents). 3. Main driving forces for growth The Reporting Period saw unfavorable factors such as the slowing down domestic economy, the

48、China-U.S. trade war and fierce competition. However, relying on its advantages in technology, brand, channel, and scale, the Company consistently pushed forward the technology upgrade of main products through continual R&D investment and technological innovation so as to improve the quality of its

49、products. It also strengthened marketing and optimized the structure of its products to be sold. Additionally, it effectively controlled procurement cost and improved production efficiency by way of a higher level of automation in manufacturing. As a result, the Companys comprehensive competitivenes

50、s has increased further, and its operating revenue and net profit both recorded year-on-year growth. 4. Development stage and periodicity of the lighting industry as well as our position in the market The recent years have witnessed the rapid rise of the LED lighting technology. Due to the sharp dro