苏常柴Ｂ：2017年年度报告（英文版）.PDF

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1、Changchai Company,LimitedAnnual Report 20171CHANGCHAI COMPANY,LIMITEDANNUAL REPORT 2017April 2018Changchai Company,LimitedAnnual Report 20172Table of ContentsPart I Important Notes,Table of Contents and Definitions.3Part II Company Profile and Key Financial Information.5Part III Business Summary.10P

2、art IV Company Performance Discussion andAnalysis.12Part V Significant Events.27Part VI Share Changes and Shareholder Information.39Part VII Preferred Shares.45Part VIII Directors,Supervisors,Senior Management and Staff.46Part IX Corporate Governance.53Part X Corporate Bonds.59Part XI Financial Stat

3、ements.60Part XII Documents Available for Reference.176Changchai Company,LimitedAnnual Report 20173Part I Important Notes,Table of Contents and DefinitionsThe Board of Directors(or the“Board”),the Supervisory Board as well as the Directors,Supervisors and senior management of Changchai Company,Limit

4、ed(the“Company”)herebyguarantee the factuality,accuracy and completeness of the contents of this Report,and shall bejointly and severally liable for any misrepresentations,misleading statements or material omissionsin this Report.Shi Xinkun,the Companys legal representative,Zhang Xin,the Companys Ge

5、neral 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 independent director Mr.Jia Bin was not present at the board session for reviewing thisannua

6、l report and its summary and thus entrusted the independent director Mr.Feng Genfu to voteon behalf of him.Any plans for the future and other forward-looking statements mentioned in this Report shallNOT be considered as absolute promises of the Company to investors.Therefore,investors arekindly remi

7、nded to pay attention to possible investment risks.The Company has described in detail the risks it might face in“Part IV Company PerformanceDiscussion and Analysis”,IX,“4.Possible Risks in Future”herein.The Board has considered and approved a dividend payout proposal for the Reporting Period:Based

8、on the total shares of 561,374,326,a cash dividend of RMB0.3(tax inclusive)per 10 shareswould be distributed to all the shareholders,with no share dividend in any form.This Report has been prepared in both Chinese and English.Should there be any discrepanciesor misunderstandings between the two vers

9、ions,the Chinese version shall prevail.Changchai Company,LimitedAnnual Report 20174DefinitionsTermRefers toDefinitionThe“Company”,“Changchai”or“we”Refers toChangchai Company,Limited and itsconsolidated subsidiaries,except where thecontext otherwise requiresParent,Parent CompanyRefers toChangchai Com

10、pany,Limited exclusive ofsubsidiaries,except where the context otherwiserequiresChangchai BenniuRefers toChangzhou Changchai Benniu Diesel EngineFittings Co.,Ltd.Changchai WanzhouRefers toChangchai Wanzhou Diesel Engine Co.,Ltd.Housheng InvestmentRefers toChangzhou Housheng Investment Co.,Ltd.Houshe

11、ng Agricultural EquipmentRefers toChangzhou Changchai Housheng AgriculturalEquipment Co.,Ltd.Changchai RobinRefers toChangzhou Fuji Changchai Robin GasolineEngine Co.,Ltd.RMB,RMB0,000Refers toIn RMB yuan,in RMB ten thousand yuanThe“Reporting Period”or“CurrentPeriod”Refers toThe period from January 1

12、,2017 to December 31,2017Changchai Company,LimitedAnnual Report 20175Part II Company Profile and Key Financial InformationI Corporate InformationStock nameChangchaiA,Changchai BStock symbol000570,200570Stock exchangeShenzhen Stock ExchangeCompany name in Chinese常柴股份有限公司Abbr.苏常柴Company name in Englis

13、hCHANGCHAI COMPANY,LIMITEDAbbr.CHANGCAHI CO.,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 SecretarySecur

14、ities RepresentativeNameHe JianjiangAddress123 Huaide Middle Road,Changzhou,Jiangsu,ChinaTel.（86）519-68683155Fax（86）519-86630954Email III Media for Information Disclosure and Place where this Report Is KeptNewspapers designated by theCompany for information disclosureSecurities Times,Ta Kung Pao(HK)

15、Website designated by CSRC forpublication of this Reporthttp:/Place where this Report is keptBoard Secretariat of the Company and the Shenzhen Stock ExchangeChangchai Company,LimitedAnnual Report 20176IV Company Registered Information and AlterationsUnified social credit code91320400134792410WChange

16、 in main business scope of theCompany since going publicNo changeChange of controlling shareholderNo changeV Other InformationIndependent certified public accounting(or“CPA”)firm hired by the Company:NameJiangsu Gongzheng Tianye Certified Public Accountants LLPOffice addressYingtong Commerce Buildin

17、g,Changzhou,Jiangsu,ChinaAccountants writing signaturesDai Weizhong,He TaifengIndependent sponsor hired by the Company to exercise constant supervision over the Company in the ReportingPeriod:Applicable Not applicableIndependent financial advisor hired by the Company to exercise constant supervision

18、 over the Company in theReporting Period:Applicable Not applicableVI Key Financial InformationIndicate by tick mark whether there is any retrospectively restated datum in the table below.Yes No201720162017-over-2016change2015Operating revenue(RMB)2,423,058,958.292,283,028,855.526.13%2,519,799,547.29

19、Net income attributable toshareholders of the listedcompany(RMB)46,431,302.7362,539,896.17-25.76%71,102,792.49Net income attributable toshareholders of the listedcompany before nonrecurringgains and losses(RMB)18,818,435.1656,835,566.28-66.89%61,588,462.29Net cash flows fromoperating activities(RMB)

20、-121,669,279.3999,473,944.04-127,926,882.95Basic earnings per share(RMB/share)0.080.11-27.27%0.13Diluted earnings per share(RMB/share)0.080.11-27.27%0.13Changchai Company,LimitedAnnual Report 20177Weighted average return onequity(%)2.00%3.00%-1.00%3.53%December 31,2017 December 31,2016Change ofDecem

21、ber 31,2017over December 31,2016December 31,2015Total assets(RMB)3,722,905,285.053,724,857,266.71-0.05%3,232,406,102.20Equity attributable toshareholders of the listedcompany(RMB)2,246,896,857.862,323,712,892.92-3.31%2,002,910,311.01VIIAccountingDataDifferencesunderChineseAccountingStandards(CAS)and

22、International Financial Reporting Standards(IFRS)and Foreign Accounting Standards1.Net Income and Equity Differences under CAS and IFRSApplicable Not applicableNo such differences for the Reporting Period.2.Net Income and Equity Differences under CAS and Foreign Accounting StandardsApplicable Not ap

23、plicableNo such differences for the Reporting Period.VIII Key Financial Information by QuarterUnit:RMBQ1Q2Q3Q4Operating revenue723,164,530.66 584,941,650.26551,411,429.29 563,541,348.08Net income attributable to shareholders ofthe listed company34,991,536.704,687,621.433,072,285.143,679,859.46Net in

24、come attributable to shareholders ofthe listed company before nonrecurringgains and losses14,440,682.836,333,364.66629,008.33-2,584,620.66Net cash flows from operating activities-52,599,067.83 116,978,391.14-125,431,296.93-60,617,305.77Indicate by tick mark whether any of the financial data in the t

25、able above or their summations differs materiallyfrom what have been disclosed in the Companys quarterly or semi-annual reports.Yes NoIX Nonrecurring Gains and LossesApplicable Not applicableChangchai Company,LimitedAnnual Report 20178Unit:RMBItem201720162015NoteGains and losses on disposal ofnon-cu

26、rrent assets(inclusive of offsetallowance for asset impairments)1,005,800.62 6,254,028.26211,929.61Government subsidies charged tocurrent profit and loss(exclusive ofgovernment subsidies given in theCompanys ordinary course of businessat fixed quotas or amounts as pergovernments uniform standards)8,

27、456,560.85 7,948,135.65 11,903,636.62Capital occupation charges onnon-financial enterprise that arecharged to the profit/loss for thisreporting period1,200,592.21 1,340,364.82 1,523,155.52Income equal to the amount by whichinvestment costs for the Company toobtain subsidiaries,associates and jointve

28、ntures are lower than the Companysenjoyable fair value of identifiable netassets of investees when makinginvestments19,924,486.12In case of the negativegoodwill resulting fromnon-identical control afterthe merger of FCR,Changchai decided tocomplete the transfer ofshares of Changzhou FujiChangchai Ro

29、bin GasolineEngine Co.,Ltd.OnJanuary 20,2017.So FCRhas incorporated intoChangchai companysconsolidated statementsince January 20,2017.Then the difference ofidentifiable net assets shareless the combined cost wasincluded in the currentprofit and loss as 19.9245million yuan.Gains and losses on changes

30、 in fairvalue of trading financial assets andliabilities&investment income fromdisposal of trading financial assets andliabilities and available-for-salefinancial assets(exclusive of effectiveportion of hedges that arise in theCompanys ordinary course ofbusiness)654,862.68 1,058,569.81 1,793,021.58C

31、hangchai Company,LimitedAnnual Report 20179Non-operating income and expenseother than above1,751,203.43Gains/losses on re-measurement by fairvalue of equity interests in jointventures before acquisition dates inmergers not under same control-4,441,830.05-9,328,953.27-4,109,778.32Less:Income tax effe

32、cts951,629.77 1,294,119.50 1,747,894.80Non-controlling interests effects(net oftax)-12,821.48273,695.8859,740.01Total27,612,867.57 5,704,329.89 9,514,330.20Explanation of why the Company classifies an item as a nonrecurring gain/loss according to the definition in theExplanatory Announcement No.1 on

33、 Information Disclosure for Companies Offering Their Securities to thePublicNonrecurring Gains and Losses,or reclassifies any nonrecurring gain/loss item listed in the saidexplanatory announcement as a recurring gain/loss:Applicable Not applicableNo such cases for the Reporting Period.Changchai Comp

34、any,LimitedAnnual Report 201710Part III Business SummaryI Main Business Scope of the Company in Reporting PeriodAs a manufacturer,we specialize in the manufacture and sale of diesel engines,diesel engine fittings andcastings,gasoline engines,gasoline engine fittings,rotovators,walking tractors,molds

35、 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-cylinder and multi-cylinder diesel enginesunder the brand of“Changchai”,which are often used in tractors,combine-harvesters,light commercial veh

36、icles,agriculture equipment,small-sized engineering machinery,generator sets,ship machines,etc.II Material Change in Main Assets1.Material Change in Main AssetsMain assetsReason for material change in the periodMonetary assetsClosing amount stood at RMB430,305,367.71,down 35.84%from opening amount,p

37、rimarily driven by payment of RMB100 million for incorporation of joint venturewith Synergetic Innovation Fund Management Co.,Ltd.and payment of RMB26.28million for acquisition of equity interests in Changchai RobinNotes receivableClosing amount stood at RMB716,404,345.57,up 42.97%from opening amoun

38、t,primarily driven by increase in undue bank acceptance notesOther receivablesClosing amount stood at RMB5,794,971.22,up 39.11%from opening amount,primarily driven by receivable security deposits on export salesLong-term equityinvestmentsClosing amount stood at RMB0.00,down 100%from opening amount,p

39、rimarilydriven by acquisition of controlling equity interests in former joint ventureChangchai Robin,which became a wholly-owned subsidiary of the Company andwas included in the Companys consolidated financial statements2.Main Assets OverseasApplicable Not applicableIII Core Competitiveness Analysis

40、1.Advantages in BrandChangchai 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 brand Changchai is the earliestChangchai Company,LimitedAnnual Report 201711domestic trademark o

41、f production goods known as Chinas well-known trademarks.The diesel engine ofChangchai brand is Chinas brand-name product.The enterprise has been certified by ISO9000 quality system,ISO14001 environmental management system,ISO/TS16949 automotive product quality management system,and accessed to the

42、national export-free enterprise qualification.Changchai was honorably ranked among“theTop One Hundred Chinese Enterprises in Engineering Industry”and“China Pacesetter Enterprise of IndustrialIndustry”for several times,and was awarded the honorary title of“State-level Enterprise of Observing Contract

43、sand Keeping Promise”,“Chinas Agricultural Machinery Parts and Components Leading Enterprises”,“ChinasAgricultural Machinery AAA Credit Enterprise”,“Jiangsu Independent Industries Brand Top 50”,“QualityManagement Excellence Award of Jiangsu Province”,“Mayor Quality Award of Changzhou City”,also ourc

44、ompany won as the 10 users most satisfied leading brands in“Jing Geng”competition in the last five years.In2017,the Companys 4G33 product won the Quality New Product Award at the China(Jiangsu)InternationalAgricultural Machinery Fair,and the Company won the third prize in the Changzhou Entrepreneurs

45、hip&Innovation Contest organized by the local government.Besides,the Company was titled a“Top 100 InnovativeEnterprises of Jiangsu Province”and won the China Quality Sincerity Enterprise Award.For many years,in theprocess of achieving steady economic development of the enterprise,we developed in a s

46、ound manner andcultivated the“Changchai”brand,a famous small diesel engine brand of China with independent intellectualproperty rights2.Advantages in TechnologyThe Company has a state-level technology center and post-doctoral research station,and a research center ofsmall and medium-power internal c

47、ombustion 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 high reputation and intellectual property rights forits

48、 main products.Its 4G33TC diesel engine has been included in the provincial catalog of key new technologiesand products to be promoted.Its 4G33TC and 3M78 diesel engines have been recognized as“high-tech products”at the provincial level.Its 4G33 multi-cylinder diesel engines have won the Annual Inno

49、vative Product Award inthe agricultural machinery industry.And its 3M78 light engine won the New Proprietary Product Golden Awardfor Equipment Manufacturing Sector at the provincial level.Currently,the Company has a total of 131 patentsgranted by authorities at home and abroad,including 11 invention

50、 patents.3.Advantages in MarketingChangchai has built up a sales service network covering the whole country,with 12 sales business units,31sales service centers,over 400 service stations and 600 designated maintenance stations.With a perfect dieselsales service network system,the Company is able to