苏常柴Ｂ：2018年年度报告（英文版）.PDF

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1、Changchai Company, LimitedAnnual Report 2018CHANGCHAI COMPANY, LIMITEDANNUAL REPORT 2018April 2019Changchai Company, LimitedAnnual Report 2018Table of ContentsPart I Important Notes, Table of Contents and Definitions. 3Part II Corporate Information and Key Financial Information. 5Part III Business S

2、ummary.10Part IV Operating Performance Discussion andAnalysis.12Part V Significant Events.27Part VI Share Changes and Shareholder Information.38Part VII Preferred Shares.44Part VIII Directors, Supervisors, Senior Management and Staff.45Part IX Corporate Governance.52Part X Corporate Bonds.58Part XI

3、Financial Statements.59Part XII Documents Available for Reference.171Changchai Company, LimitedAnnual Report 20183Part I Important Notes, Table of Contents and DefinitionsThe Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,supervisors and senior management of

4、Changchai Company, Limited (hereinafter referred to as the“Company”) hereby guarantee the factuality, accuracy and completeness of the contents of thisReport and its summary, and shall be jointly and severally liable for any misrepresentations,misleading statements or material omissions therein.Shi

5、Xinkun, the Companys legal representative, Zhang Xin, the Companys General Manager,and Jiang He, head of the Companys financial department (equivalent to financial manager) herebyguarantee that the Financial Statements carried in this Report are factual, accurate and complete.The director Mrs.Zhang

6、Qiong was not present at the board session for reviewing this annualrepoet and its summary and thus entrustedthe Chairman of the BoardMr.Shi Xinkun to vote on behalfof her.Any plans for the future and other forward-looking statements mentioned in this Report shallNOT be considered as absolute promis

7、es of the Company to investors. Therefore, investors arekindly reminded to pay attention to possible investment risks.The Company has described in detail the risks it might face in “Part IV Operating PerformanceDiscussion and Analysis”, IX, “4. Possible Risks in Future” herein.The Board has approved

8、 a final dividend plan as follows: based on the 561,374,326 shares, acash dividend of RMB0.25 (tax inclusive) per 10 shares is to be distributed to the shareholders, withno bonus issue from either profit or capital reserves.This Report and its summary have been prepared in both Chinese and English.

9、Should there beany discrepancies or misunderstandings between the two versions, the Chinese versions shallprevail.Changchai Company, LimitedAnnual Report 20184DefinitionsTermDefinitionThe“Company”,“Changchai”or“we”ChangchaiCompany,Limitedanditsconsolidatedsubsidiaries, except where the context other

10、wise requiresChangchai BenniuChangzhou Changchai Benniu Diesel Engine Fittings Co.,Ltd.Changchai WanzhouChangchai Wanzhou Diesel Engine Co., Ltd.Housheng InvestmentChangzhou Housheng Investment Co., Ltd.Housheng Agricultural EquipmentChangzhou Changchai Housheng Agricultural EquipmentCo., Ltd.Changc

11、hai RobinChangzhou Fuji Changchai Robin Gasoline Engine Co.,Ltd.RMB, RMB0,000Expressed in the Chinese currency of Renminbi, expressedin tens of thousands of RenminbiThe “Reporting Period” or “CurrentPeriod”The period from 1 January 2018 to 31 December 2018Changchai Company, LimitedAnnual Report 2018

12、5Part II Corporate Information and Key Financial InformationI Corporate InformationStock nameChangchai, Changchai-BStock code000570, 200570Stock exchange for stock listingShenzhen Stock ExchangeCompany name in Chinese常柴股份有限公司Abbr.苏常柴Company name in EnglishCHANGCHAI COMPANY, LIMITEDAbbr.CHANGCHAI CO.

13、, LTD.Legal representativeShi XinkunRegistered address123 Huaide Middle Road, Changzhou, Jiangsu, ChinaZip code213002Office address123 Huaide Middle Road, Changzhou, Jiangsu, ChinaZip code213002Company websitehttp:/Email II Contact InformationBoard SecretarySecurities RepresentativeNameHe JianjiangA

14、ddress123 Huaide Middle Road，Changzhou, Jiangsu, ChinaTel.（86）519-68683155Fax（86）519-86630954Email III Media for Information Disclosure and Place where this Report Is LodgedNewspapers designated by the Company forinformation disclosureSecurities Times, Ta Kung Pao (HK)Website designated by CSRC for

15、publication ofthis Reporthttp:/Place where this Report is lodgedBoard Secretariat of the Company and the Shenzhen StockChangchai Company, LimitedAnnual Report 20186ExchangeIV Change to Company Registered InformationUnified social credit code91320400134792410WChange to principal activity of theCompan

16、y since going publicNo changeEverychangeofcontrollingshareholder since incorporationOn 22 November 2018, the State-owned Assets Supervision andAdministrationCommissionofChangzhouMunicipalPeoplesGovernment transferred its entire holdings of 170,845,236 shares in theCompany (a stake of 30.43%) to Chan

17、gzhou Investment Group Co., Ltd.for no compensation. These shares are non-restricted public shares.V Other InformationThe independent audit firm hired by the Company:NameJiangsu Gongzheng Tianye Certified Public Accountants LLPOffice addressYingtong Commerce Building, Changzhou, Jiangsu, ChinaAccoun

18、tants writing signaturesDai Weizhong, Xu WenxiangThe independent sponsor hired by the Company to exercise constant supervision over the Company in theReporting Period:Applicable Not applicableThe independent financial advisor hired by the Company to exercise constant supervision over the Company int

19、he Reporting Period:Applicable Not applicableVI Key Financial InformationIndicate by tick mark whether there is any retrospectively restated datum in the table below. Yes No201820172018-over-2017change (%)2016Operating revenue (RMB)2,132,902,718.602,423,058,958.29-11.97%2,283,028,855.52Net profit at

20、tributable to thelisted companys shareholders(RMB)62,021,374.0446,431,302.7333.58%62,539,896.17Net profit attributable to thelisted companys shareholders-43,333,196.1318,818,435.1656,835,566.28Changchai Company, LimitedAnnual Report 20187beforeexceptionalitems(RMB)Net cash generated from/usedin oper

21、ating activities (RMB)273,819,526.89-121,669,279.3999,473,944.04Basicearningspershare(RMB/share)0.110.0837.50%0.11Dilutedearningspershare(RMB/share)0.110.0837.50%0.11Weighted average return onequity (%)2.84%2.00%0.84%3.00%31 December 2018 31 December 2017Change of 31December 2018over 31 December2017

22、 (%)31 December 2016Total assets (RMB)3,542,019,195.753,722,905,285.05-4.86%3,724,857,266.71Equityattributabletothelisted companys shareholders(RMB)2,043,308,026.742,246,896,857.86-9.06%2,323,712,892.92VII Accounting Data Differences under Chinas Accounting Standards for BusinessEnterprises (CAS) an

23、d International Financial Reporting Standards (IFRS) and ForeignAccounting Standards1. Net Profit and Equity under CAS and IFRSApplicable Not applicableNo difference for the Reporting Period.2. Net Profit and Equity under CAS and Foreign Accounting StandardsApplicable Not applicableNo difference for

24、 the Reporting Period.VIII Key Financial Information by QuarterUnit: RMBQ1Q2Q3Q4Operating revenue593,008,785.46593,752,106.80432,605,495.58513,536,330.76Net profit attributable to thelisted companys shareholders11,343,577.447,294,980.224,670,842.3838,711,974.00Changchai Company, LimitedAnnual Report

25、 20188Net profit attributable to thelistedcompanysshareholdersbefore exceptional items11,141,982.066,120,841.19-5,982,192.17-54,613,827.21Net cash generated from/used inoperating activities-73,259,277.7667,650,424.61-48,642,944.44328,071,324.48Indicate by tick mark whether any of the quarterly finan

26、cial data in the table above or their summations differsmaterially from what have been disclosed in the Companys quarterly or interim reports. Yes NoIX Exceptional Gains and LossesApplicable Not applicableUnit: RMBItem201820172016NoteGainorlossondisposalofnon-currentassets(inclusiveofimpairment allo

27、wance write-offs)-265,966.681,005,800.626,254,028.26Government subsidies charged tocurrent profit or loss (exclusive ofgovernment subsidies given in theCompanysordinarycourseofbusiness at fixed quotas or amountsas per the governments uniformstandards)6,291,685.658,456,560.857,948,135.65Capitaloccupa

28、tionchargesonnon-financial enterprises that arecharged to current profit or loss938,737.871,200,592.211,340,364.82Income equal to the amount bywhichinvestmentcostsfortheCompanytoobtainsubsidiaries,associates and joint ventures arelower than the Companys enjoyablefair value of identifiable net assets

29、ofinvesteeswhenmakinginvestments19,924,486.12Gain or loss on fair-value changesintradingfinancialassetsandliabilities&investmentincomefrom disposal of trading financialassetsandliabilitiesandavailable-for-salefinancialassets105,672,874.83654,862.681,058,569.81Sale of the20,000,000 Bankof Jiangsu sha

30、resin the ReportingPeriodChangchai Company, LimitedAnnual Report 20189(exclusive of effective portion ofhedges that arise in the Companysordinary course of business)Reversedportionofimpairmentallowanceforloanbymandatewhich are tested individually forimpairment10,000,000.00Gain or loss on re-measurem

31、ent bythe fair value of equity interests injointventuresbeforeacquisitiondates in business combinations notunder common control1,751,203.43Non-operating income and expenseother than the above1,392,895.84-4,441,830.05-9,328,953.27Less: Income tax effects18,670,371.98951,629.771,294,119.50Non-controll

32、inginterestseffects (net of tax)5,285.36-12,821.48273,695.88Total105,354,570.1727,612,867.575,704,329.89-Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in theExplanatory Announcement No. 1 on Information Disclosure for Companies Offering Thei

33、r Securities to thePublicExceptional Gain/Loss Items:Applicable Not applicableNo such cases for the Reporting Period.Changchai Company, LimitedAnnual Report 201810Part III Business SummaryI Principal Activity of the Company in the Reporting PeriodAs a manufacturer, we specialize in the manufacture a

34、nd sale of diesel engines, diesel engine fittings andcastings, gasoline engines, gasoline engine fittings, rotovators, walking tractors, molds and jigs as well as theassembly and sale of diesel engine and gasoline engine supporting sets.We mainly manufacture and sell small and medium-sized single-cy

35、linder and multi-cylinder diesel enginesunder the brand of “Changchai”, which are often used in tractors, combine-harvesters, light commercial vehicles,agriculture equipment, small-sized engineering machinery, generator sets, ship machines, etc.II Significant Changes in Major Assets1. Significant Ch

36、anges in Major AssetsMajor assetsMain reason for significant changesMonetary capitalThe ending amount stood at RMB800,960,036.69, up 86.14% from the beginningamount, primarily due to the companys sale of shares of Jiangsu Bank and thematurity of some bank acceptance bills held by the company.Other r

37、eceivablesThe ending amount stood at RMB9,244,584.42, up 59.53% from the beginningamount, primarily driven by the temporary loans granted by the subsidiaryChangzhou Housheng Investment Co., Ltd. to Changzhou Changjiang FoundryMaterials Co., Ltd., among others, in the Reporting Period.Available-for-s

38、alefinancial assetsThe ending amount stood at RMB498,851,369.49, down 37.13% from the beginningamount, primarily driven by the sale of the 20,000,000 Bank of Jiangsu shares in theReporting Period.2. Major Assets OverseasApplicable Not applicableIII Core Competitiveness Analysis1. Advantages in Brand

39、Changchai is a national industrial enterprise with a history of over one hundred years. It is one of the earliestprofessional manufacturers of internal combustion engines in China. The diesel engine of Changchai brand isChinas brand-name product. The enterprise has been certified by ISO9000 quality

40、system, ISO14001Changchai Company, LimitedAnnual Report 201811environmental management system, ISO/TS16949 automotive product quality management system, and accessedto the national export-free enterprise qualification. Changchai was honorably ranked among “the Top OneHundred Chinese Enterprises in E

41、ngineering Industry” and “China Pacesetter Enterprise of Industrial Industry”for several times, and was awarded the honorary title of “State-level Enterprise of Observing Contracts andKeeping Promise”, “Chinas Agricultural Machinery Parts and Components Leading Enterprises”, “ChinasAgricultural Mach

42、inery AAA Credit Enterprise”, “Jiangsu Independent Industries Brand Top 50”, “QualityManagement Excellence Award of Jiangsu Province”, “Mayor Quality Award of Changzhou City”, also ourcompany won as the 10 users most satisfied leading brands in “Jing Geng” competition in the last five years, aswell

43、as Chinas Most Valuable Brands Top 500 for 14 consecutive years. In 2018, the Company was granted thehonors of Science and Technology Award of Chinas Machinery Industry, Annual Most Influential Brand ofChinas Agricultural Machinery Industry, 40 years of Reform and Opening-up Award - Outstanding Cont

44、ributionEnterprise of Jiangsu Agricultural Machinery Industry, 40 years of Reform and Opening-up Award - OutstandingContribution of Chinas Agricultural Machinery Industry, and Model Enterprises of National Quality and CreditBenchmark. For many years, in the process of achieving steady economic devel

45、opment of the enterprise, wedeveloped in a sound manner and cultivated the “Changchai” brand, a famous small diesel engine brand of Chinawith independent intellectual property rights.2. Advantages in TechnologyThe Company has a state-level technology center and post-doctoral research station, and a

46、research center ofsmall and medium-power internal combustion engine engineering and technology in Jiangsu Province. Currently,it is mainly engaged in production of small and medium-power single-cylinder and multi-cylinder diesel engine. Ithas a complete product range, a wide power level coverage, a

47、high reputation and intellectual property rights forits main products. In 2018, the Company applied common rail technology to single cylinder diesel engine for thefirst time. The 3M78 series diesel engine was also granted the first Compliance Certificate for Euro V EmissionStandards of Non-road Mobi

48、le Machinery under 19 kW in China. The first mass production of air-cooled andwater-cooled common rail single cylinder engines for non-road State III electronic control model was launched.The project “Key Technologies of G Series Agricultural Diesel Engines” applied by the Company was granted thesec

49、ond prize of Science and Technology Award of Chinas Machinery Industry. Currently, the Company has atotal of 139 patents granted by authorities at home and abroad, including 14 invention patents.3. Advantages in MarketingChangchai has built up a sales service network covering the whole country, with

50、 5 sales business units, 27sales service centers, and 799 service stations. The Company has passed the customs high-level enterprisecertification. With a perfect diesel sales service network system, the Company is able to provide high quality,efficient and timely services for customers.Changchai Com