东沣B：2018年年度报告（英文版）.PDF

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1、东沣科技集团股份有限公司 2018 年年度报告全文 1 东沣科技集团股份有限公司东沣科技集团股份有限公司 Dongfeng Sci-Tech Group CO., Ltd. ANNUAL REPORT 2018 April 2019东沣科技集团股份有限公司 2018 年年度报告全文 2 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Dongfeng

2、 Sci-Tech 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 legal liability, individual and/or joint, for the whole contents. Zhao Yongsheng, Princi

3、pal of the Company, Zhao Yongsheng, person in charger of accounting works and Liu Fengguo, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2018 Annual Report is authentic, accurate and complete. All directors are attended the Board Meeting for

4、report deliberation. The Company has no plan of cash dividends carried out, bonus issued and capitalizing of common reserves either. Note: The Report is prepared in bilingual versions of Chinese and English respectively, in the event of any discrepancy in understanding the two aforementioned version

5、s, the Chinese version shall prevail. 东沣科技集团股份有限公司 2018 年年度报告全文 3 Contents Section I. Important Notice, Contents and Paraphrase . 2 Section II. Company Profile and Main Financial Indexes . 5 Section III. Summary of Company Business . 10 Section IV. Discussion and Analysis of the Business . 12 Sectio

6、n V. Important Event . 33 Section VI. Changes in Shares and Particulars about Shareholders . 45 Section VII. Preferred Stock . 52 Section VIII. Particulars about Directors, Supervisors, Senior Executives and Employees . 53 Section IX. Corporate Governance . 61 Section X. Corporation bonds . 71 Secti

7、on XI. Financial Report . 72 Section XII. Documents available for reference . 201 东沣科技集团股份有限公司 2018 年年度报告全文 4 Paraphrase Items Refers to Contents CSRC, SRC Refers to China Securities Regulatory Commission SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange Company, The Company Refers to Do

8、ngfeng Sci-Tech Group CO., LTD. Dongfeng Investment Refers to Chengde Dongfeng Investment Co., Ltd. Kefeng Trading Refers to Chengde Kefeng Trading Co., Ltd. Kefeng Engineering Refers to Chengde Kefeng Engineering Project Management Co. Ltd. Nanjiang Trading Refers to Chengde Nanjiang Trading Co., L

9、td. Nanjiang Technology Refers to Chengde Nanjiang Technology Co. Ltd. Ecological Agriculture Refers to Chengde Dongfeng Ecological Agriculture Co., Ltd. Asia Investment, Nanjiang Asia Refers to Nanjiang Asia Investment Co., Ltd. Runhua RW Refers to Runhua Rural Water (Tianjin) International Trade C

10、o., Ltd. Hangzhou Dongfeng Refers to Hangzhou Dongfeng Technology Co. Ltd. Dongfeng Technology Development Refers to Dongguan Dongfeng Technology Development Co., Ltd. Dongfeng Intelligent Refers to Dongguan Dongfeng Intelligent Technology Co., Ltd. Zhongchuang New Energy Refers to Dongguan Zhongchu

11、ang New Energy Technology Co., Ltd. Aolin New Materials Refers to Dongguan Aolin New Materials Co., Ltd. Haizhuo Energy Refers to Dongguan Haizhuo Energy Technology Co., Ltd. Huijing Property Refers to Chengde Huijing Property Services Co., Ltd. Dongfeng Power Refers to Dongguan Dongfeng Power Tech.

12、 Co., Ltd. Company Law Refers to Company Law of the Peoples Republic of China Securities Law Refers to Securities Law of the Peoples Republic of China Listing Rules Refers to Rules Governing the Listing of Securities on Shenzhen Stock Exchange Yuan, 10 thousand Yuan Refers to RMB, RMB 10 thousand 东沣

13、科技集团股份有限公司 2018 年年度报告全文 5 Section II. Company Profile and Main Financial Indexes I. Company information Short form of the stock Dongfeng-B Stock code 200160 Short form of the Stock after changed (if applicable) N/A Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 东

14、沣科技集团股份有限公司 Short form of the Company (in Chinese) 东沣 B Foreign name of the Company(if applicable) DongfengSci-Tech Group CO.,LTD Short form of foreign name of the Company(if applicable) DONGFENG-B Legal representative Zhao Yongsheng Registrations add. XiaBanCheng Town, Chengde County, Hebei Provinc

15、e, P.R.C Codes for office add. 067400 Offices add. XiaBanCheng Town, Chengde County, Hebei Province, P.R.C Codes for office add. 067400 Website - E-mail II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Li Wenying Wang Haijian Contact add. XiaBanCheng Town, Chengde Count

16、y, Hebei Province XiaBanCheng Town, Chengde County, Hebei Province Tel. 0314-3115048 0314-3115048 Fax. 0314-3111475 0314-3111475 E-mail 东沣科技集团股份有限公司 2018 年年度报告全文 6 III. Information disclosure and preparation place Media appointed for information disclosure In China: Securities Times; overseas: Hong

17、Kong Commercial Daily Website for annual report publish appointed by CSRC Juchao website: http:/ Preparation place for annual report Security department of the Company IV. Registration changes of the Company Organization code 911308001065768766 Changes of main business since listing (if applicable)

18、No changes Previous changes for controlling shareholders (if applicable) No changes V. Other relevant information CPA engaged by the Company Name of CPA Dahua Certified Public Accountants (Limited Liability Partnership) Offices add. for CPA No. 689, Tianhe Road (N), Guangzhou Signing Accountants Hu

19、Zhigang, Yan Lisheng 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 da

20、ta and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data Yes No 2018 2017 Changes over last year 2016 Operating income (RMB) 123,508,083.90 250,071,863.07 -50.61% 367,898,631.53 Net profit attributable to shareholders of the listed company (RMB) 7,38

21、3,835.76 4,102,325.89 79.99% 3,760,806.51 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) -12,564,268.78 -49,734,326.42 74.74% 553,720.92 Net cash flow arising from operating activities (RMB) 34,566,049.31 -84,551,574.28 140.88% 54,4

22、84,351.33 东沣科技集团股份有限公司 2018 年年度报告全文 7 Basic earnings per share (RMB/Share) 0.01 0.01 0.00% 0.01 Diluted earnings per share (RMB/Share) 0.01 0.01 0.00% 0.01 Weighted average ROE 2.01% 1.13% 0.88% 1.06% End of2018 End of2017 Changes over end of last year End of2016 Total assets (RMB) 624,370,817.40 50

23、3,762,445.04 23.94% 626,756,827.34 Net assets attributable to shareholder of listed company (RMB) 351,593,999.08 363,928,776.87 -3.39% 359,826,450.98 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 financia

24、l 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 Ch

25、inese 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 o

26、f 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. VIII. Quarterly main financial index In RMB First quarter Second quarter Third quarter Fourth quarter Operating income 57,256,

27、600.57 22,559,268.21 15,883,771.67 27,808,443.45 Net profit attributable to shareholders of the listed company 1,206,225.64 -6,416,983.86 8,356,632.89 4,237,961.09 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses -1,688,014.85 -6,527,892.79

28、 -10,105,275.24 5,756,914.10 Net cash flow arising from operating activities 13,873,390.65 20,051,902.37 -9,019,953.54 9,660,709.83 东沣科技集团股份有限公司 2018 年年度报告全文 8 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index d

29、isclosed in the companys quarterly report and semi-annual report Yes No IX. Items and amounts of extraordinary profit (gains)/loss Applicable Not applicable In RMB Item 2018 2017 2016 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of ass

30、ets) 4,526,245.58 65,016,094.13 4,800,704.58 - Tax return, reduction and exemption with unauthorized approval or without formal approval documents Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to national standards, which are

31、closely relevant to enterprises business) 2,896,000.00 94,100.26 Held transaction financial asset, gains/losses of changes of fair values from transaction financial liabilities, and investment gains from disposal of transaction financial asset, transaction financial liabilities and financial asset a

32、vailable for sales, exclude the effective hedging business relevant with normal operations of the Company 1,144,246.03 Income from financial products Custodial fee income from trusteeship Other non-operating income and expenditure except for the aforementioned items -470,819.42 -754,839.79 -618,690.

33、72 Gain/losses items qualified definition of the extraordinary gains/losses 18,501,800.54 2,482,382.07 Subsidiary disposal Less: Impact on income tax 6,649,368.19 12,906,984.10 1,069,028.53 Impact on minority shareholders equity (post-tax) Total 27,858,178.45 53,836,652.31 3,207,085.59 - Concerning

34、the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A A

35、nnouncement No.1 on Information Disclosure for Companies Offering Their 东沣科技集团股份有限公司 2018 年年度报告全文 9 Securities to the Public - Extraordinary Profit/loss, explain reasons Applicable Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss a

36、ccording to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary Profit/loss 东沣科技集团股份有限公司 2018 年年度报告全文 10 Section III. Summary of Company Business I. Main businesses of the company in th

37、e reporting period Whether the company needs to comply with the disclosure requirements of the particular industry Yes Real estate industry I. Main business operations during the reporting period Real estate business: the real estate development business was the main operating business of the Compan

38、y during the reporting period, and the business model was the development and sales of commercial housing, and the business scope was mainly located in Chengde area.The main products were residence and commerce. With high-quality product quality and property services, the companys real estate busine

39、ss had established a good reputation in the local area. On the basis of ensuring the steady development of real estate business, the company actively promoted the strategic transformation of the hydrogen energy and new materials sectors. The progress of main business during the reporting period was

40、as follows: Hydrogen fuel cell business: with Dongguan Zhongchuang New Energy as the business platform, the Company mainly engaged in the R&D, production and sales of fuel cell core raw materials (membrane electrodes) and fuel cell power systems, as well as providing integrated solutions for platfor

41、ms such as fuel cell power systems in automobiles, drones, electric forklifts, distributed power stations, and emergency power supplies. At present, 500W to 5000W series air-cooled fuel cell pile (graphite bipolar plates) have been finalized for production, and the mass power density of the pile is

42、above 500W/kg, which is in small batch production and sales. For the hydrogen energy business, the company took Haizhuo Energy as its business platform, mainly engaged in research and development, production and sales of real-time hydrogen production equipment. The real-time hydrogen production equi

43、pment research by the Haizhuo Energy consists of on-board hydrogen generator and hydrogen fuel cell. At present, the real-time hydrogen production equipment has been successfully tested on hydrogen fuel cell buses and is undergoing road test. New material business: with Aolin New Materials as its bu

44、siness platform, the Company mainly engaged in the research & development, production and sales of high-performance ceramic fiber materials, its main products were alumina fiber and zirconia fiber, which possess with excellent thermal insulation, energy saving, fire resistance, and fireproof perform

45、ance and can be widely used in industrial furnace wall lining, backing, lining, pipe insulation, thermal insulation and sealing (automobile gasket), radiation and heat insulation of petrifaction, metallurgy, non-ferrous metals, building materials, electric power, machinery, ceramics, glass, shipping

46、 and other industries. At present, the initial production line of alumina short fiber, researched and developed by Aolin New Materials was completed, and have entered the small batch production and sales. 东沣科技集团股份有限公司 2018 年年度报告全文 11 II. Main performance drivers During the reporting period, due to t

47、he tightening of regulatory policies, the tightening policies in the real estate market such as purchase restrictions, limited loans, and price limits were frequent, and the real estate market in Beijing-surrounded areas has stabilized. The Companys real estate development has been mainly located in

48、 the Chengde area, and the opening of the Beijing-Shenyang high-speed railway shall make Chengde enter the one-hour economic circle of the capital and thus has better regional advantages. In recent years, the real estate projects developed by the Company have established a good reputation and brand

49、image in the local area with excellent quality and perfect property management. In the future, under the background of Beijing-Tianjin-Hebei integration, the Company will continue to improve service quality, build high-end boutique houses, and improve market competitiveness. Meanwhile, we proactivel

50、y promoted the strategy transformation and fostering new profit growth points for the Company. II. Major changes in main assets 1. Major changes in main assets Major assets Note of major changes Fixed assets Increased 78.85%, mainly because purchased fixed assets in the period Construction in proces