苏威孚Ｂ：2018年年度报告（英文版）.PDF

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1、 无锡威孚高科技集团股份有限公司无锡威孚高科技集团股份有限公司 Weifu High-Technology Group Co., Ltd. ANNUAL REPORT 2018 April 2019 无锡威孚高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 Weifu High-Technology

2、 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 all responsibilities, individual and/or joint, for the reality, accuracy and completion of the wh

3、ole contents. Chen Xuejun, Principal of the Company, Ou Jianbin, person in charger of accounting works and Ou Jianbin, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2018 Annual Report is authentic, accurate and complete. Other directors atten

4、ding the Meeting for annual report deliberation except for the followed Name of director absent Title for absent director Reasons for absent Attorney Zhang Xiaogeng Director Travel for business Hua Wanrong Concerning the forward-looking statements with future planning involved in the Report, they do

5、 not constitute a substantial commitment for investors. Investors should be cautious with investment risks. The Company described the risks that might occurred in the operation in the report “IX- The Companys future development prospects” of “Section IV- Discussion and Analysis of the Operation” and

6、 “X. Risks with financial instrument concerned” in Section XI. Financial Report, as well as the risk management policy the Company will take in order to reduce those risks. Investors should pay attention to relevant content. The China Securities Journal, Securities Times, Hong Kong Commercial Daily

7、and Juchao Website are the information disclosure media appointed by the Company, all information should be prevail on the above mentioned media, investors are advice to pay attention on investment risks. The profit distribution plan that deliberated and approved by the Board is: based on total stoc

8、k issue of 1,008,950,570, distributed 12.00 Yuan (tax included) bonus in cash for every 10-share hold by all shareholders, 0 shares bonus issued (tax included) and no capitalizing of common reserves carried out. 无锡威孚高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 Paraphr

9、ase . 2 Section II Company Profile and Main Finnaical Indexes . 5 Section III Summary of Business . 9 Section IV Discussion and Analysis of Operation . 12 Section V Important Events . 26 Section VI Changes in shares and particular about shareholders . 40 Section VII Preferred Stock 25 Section VIII P

10、articulars about Directors, Supervisors,Senior Executives and Employees . 46 Section IX Corporate Governance . 56 Section X Corporate Bond . 62 Section XI Financial Report . 63 Section XII Documents Available for Reference . 194 无锡威孚高科技集团股份有限公司 2018 年年度报告全文 4 Paraphrase Items Refers to Contents Comp

11、any, The Company, Weifu High-technology Refers to Weifu High-Technology Group Co., Ltd. Weifu Group Refers to Wuxi Weifu Group Co., Ltd. Industry Group Refers to Wuxi Industry Development Group Co., Ltd. Robert Bosch, Robert Bosch Company Refers to Robert Bosch Co., Ltd., ROBERT BOSCH GMBH Bosch Aut

12、omobile Diesel, Bosch Diesel System Refers to Bosch Automobile Diesel System Co., Ltd. Weifu Leader Refers to Wuxi Weifu Leader Catalytic Converter Co., Ltd. Weifu Jinning Refers to Nanjing Weifu Jinning Co., Ltd. Weifu Changan Refers to Wuxi Weifu Changan Co., Ltd. Weifu Mashan Refers to Weifu Mash

13、an Pump Glib Co., Ltd. Weifu ITM Refers to Wuxi Weifu ITM Supercharging Technique Co., Ltd. Weifu Tianli Refers to Ningbo Weifu Tianli Supercharging Technique Co., Ltd. Weifu Schmidt Refers to Wuxi Weifu Schmidt Power System Spare Parts Co., Ltd. Weifu International Trade Refers to Wuxi Weifu Intern

14、ational Trade Co. Ltd. Weifu Autocam Refers to Wuxi Weifu-Autocam Fine Machinery Co. Ltd. Weifu Environment Refers to Wuxi Weifu Environment Catalyst Co., Ltd. Weifu Precision Machinery Refers to Weifu Precision Machinery Manufacturing Co., Ltd. Zhonglian Electronic Refers to Zhonglian Automobile El

15、ectronic Co., Ltd. Taiji Industry Refers to Wuxi Taiji Industry Corporation Limited CSRC Refers to China Securities Regulatory Commission SZ Stock Exchange Refers to Shenzhen Stock Exchange Jiangsu Gongzheng Refers to Jiangsu Gongzheng Tianye Certified Public Accountants (Special General Partnership

16、) The reporting period Refers to From 1 Jan. 2018 to 31 Dec. 2018 无锡威孚高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 Weifu High- Tech, Su Weifu-B Stock code 000581, 200581 Stock exchange for listing Shenzhen Stock Excha

17、nge Name of the Company (in Chinese) 无锡威孚高科技集团股份有限公司 Short form of the Company (in Chinese) 威孚高科 Foreign name of the Company (if applicable) WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD. Short form of foreign name of the Company (if applicable) WFHT Legal representative Chen Xuejun Registrations add. No.5 Hu

18、ashan Rd. New District, Wuxi City Code for registrations add 214028 Offices add. No.5 Huashan Rd. New District, Wuxi City Codes for office add. 214028 Companys Internet Web Site http:/ E-mail Web II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Zhou Weixing Yan Guohong

19、Contact add. No.5, Huashan Road, New District, Wuxi City No.5, Huashan Road, New District, Wuxi City Tel. 0510-80505999 0510-80505999 Fax. 0510-80505199 0510-80505199 E-mail III. Information disclosure and preparation place Newspaper appointed for information disclosure China Securities Journal; Sec

20、urities Times; Hong Kong Commercial Daily Website for annual report publish appointed by CSRC http:/ Preparation place for annual report Office of the Board of Directors 无锡威孚高科技集团股份有限公司 2018 年年度报告全文 6 IV. Registration changes of the Company Organization code 91320200250456967N Changes of main busine

21、ss since listing (if applicable) No change Previous changes for controlling shareholders (if applicable) Controlling shareholder of the Company was Weifu Group before 2009. and in 2019, controlling shareholder changed to Industry Group since 31 May 2009 due to the merged of Industry Group and Weifu

22、Group. Weifu Group and Industry Group were wholly state-owned companies of Wuxi State-owned Assets Supervision & Administration Commission of State Council, therefore, actual controller of the Company turns to Wuxi State-owned Assets Supervision & Administration Commission of State Council. V. Other

23、 relevant information CPA engaged by the Company Name of CPA Jiangsu Gongzheng Tianye Certified Public Accountants (Special General Partnership) Offices add. for CPA 10/F, No.5 Building, Jiakaicheng Fortune Center, Jingrong 3rd Street, Taihu Xincheng, Binghu District, Wuxi, Jiangsu Province Signing

24、Accountants Bo Lingjing, Meng Yin 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

25、accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not Yes No 2018 2017 Changes over last year 2016 Operating income (RMB) 8,721,674,671.18 9,017,280,159.80 -3.28% 6,422,700,399.27 Net profit attributable to shareholders of the

26、listed company(RMB) 2,396,077,415.21 2,571,339,490.04 -6.82% 1,672,224,317.05 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB) 2,014,800,714.20 2,322,218,596.99 -13.24% 1,435,963,836.76 Net cash flows arising from operating activities

27、(RMB) 874,381,526.63 957,697,901.07 -8.70% 527,344,364.04 Basic earnings per share (RMB/Share) 2.37 2.55 -7.06% 1.66 Diluted earnings per share (RMB/Share) 2.37 2.55 -7.06% 1.66 无锡威孚高科技集团股份有限公司 2018 年年度报告全文 7 Weighted average ROE 15.48% 18.52% -3.04% 13.53% End of 2018 End of 2017 Changes over end o

28、f last year End of 2016 Total assets (RMB) 20,892,041,460.30 20,231,006,224.36 3.27% 17,263,771,897.78 Net assets attributable to shareholder of listed company (RMB) 15,913,828,778.82 14,835,673,669.75 7.27% 12,927,344,292.47 VII. Difference of the accounting data under accounting rules in and out o

29、f China 1. Difference of the net profit and net assets disclosed in financial 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 f

30、inancial report, under either IAS (International Accounting Standards) or Chinese 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 Acco

31、unting Principles) Applicable Not applicable The Company had no difference of 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 1st Q

32、2nd Q 3rd Q 4th Q Operating income 2,391,982,640.39 2,568,819,250.60 1,898,914,219.62 1,861,958,560.57 Net profit attributable to shareholders of the listed company 784,228,178.43 761,014,526.49 510,387,493.91 340,447,216.38 Net profit attributable to shareholders of the listed company after deducti

33、ng non-recurring gains and losses 691,078,505.55 687,786,996.02 452,953,425.86 182,981,786.77 Net cash flows arising from operating activities 86,416,705.11 292,506,985.37 127,146,119.98 368,311,716.17 Whether there are significant differences between the above-mentioned financial index or its total

34、 number and the relevant financial index disclosed in the companys quarterly report and semi-annual report Yes No 无锡威孚高科技集团股份有限公司 2018 年年度报告全文 8 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-

35、current asset (including the write-off that accrued for impairment of assets) 96,162,222.57 -3,233,320.26 -6,229,604.16 Including gains from the compensation of expropriation of housing and land of Weifu Jinning Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoy

36、ed in quota or ration according to national standards, which are closely relevant to enterprises business) 48,811,314.99 48,162,140.65 43,963,942.28 Profit and loss of assets delegation on others investment or management 311,261,918.65 221,705,034.02 205,047,032.68 Held transaction financial asset,

37、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 available for sales, exclude the effective hedging business relevant with normal operations of the C

38、ompany 16,880,487.62 24,625,516.88 31,650,057.18 Including the gain/loss of fair value changes from derivative financial liability Switch back of provision for depreciation of account receivable which was singly taken depreciation test 466,200.00 1,756,052.60 2,338,453.69 Other non-operating income

39、and expenditure except for the aforementioned items -597,126.12 4,479,807.85 4,481,317.09 Other gain/loss qualify the definition of non-recurring gains/losses 353,111.39 The amount collected in the period while has been charged-off previous Relocation expenses -57,116.41 Less: Impact on income tax 7

40、0,234,077.14 43,481,221.93 42,191,376.78 Impact on minority shareholders equity (post-tax) 21,827,350.95 4,893,116.76 2,742,225.28 Total 381,276,701.01 249,120,893.05 236,260,480.29 - Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Compa

41、nies 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 Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extrao

42、rdinary Profit/loss, explain reasons Applicable Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering T

43、heir Securities to the Public - Extraordinary Profit/loss无锡威孚高科技集团股份有限公司 2018 年年度报告全文 9 Section III Summary of Business I. Main businesses of the company in the reporting period (i) Main business of the Company 1. The Company belongs to auto parts industry, and its main business products include die

44、sel fuel injection system products, exhaust after-treatment system products and air management system products. 2. Main uses of the Companys products (1) The diesel fuel injection system products are widely used in different power diesel engines supporting all types of trucks, passenger cars, buses,

45、 construction machinery, marine, and generator sets. The company not only makes products matching with the main engines used at home but also exports some products to the Americas, Southeast Asia, and the Middle East. The products meet the needs of national emission standards. (2) The auto exhaust a

46、fter-treatment system products: mainly support the major manufacturers of automobile, motorcycle and general machinery at home which meet the national emission standards. (3) The Air management system products (supercharger): matches with most of the domestic small-bore diesel engine plants and some

47、 six-cylinder diesel engine manufacturers, and meet the needs of the light and heavy commercial vehicles and some passenger cars, and meets the national emission standards. 3. Business model of the Company The Company follows the operating philosophy of making competitive products, creating famous b

48、rands, striving for first choices, and creating value for the users, implements the business model that parent company unifies the management and subsidiaries decentralize the production. Namely, the group company is responsible for making strategic development planning and operation targets, and ma

49、king the unified management, instruction and assessment for the finance, significant personnel management, core raw materials, quality control, and technology of the subsidiaries. The subsidiaries arrange production based on the order management model of market, which makes the subsidiaries keep the

50、 consistent quality with the company, helps keep abreast of customer needs and saving logistics costs, maintain the timeliness of products production and supply, and improve the companys economic benefits. During the reporting period, the Companys main business and business model have no significant