振华重工：2017年年度报告.PDF

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1、 Annual Report 2017 1/325 Stock code:600320 900947 Stock Name:Zhenhua Heavy Zhenhua B-share Shanghai Zhenhua Heavy Industries Co.,Ltd.Annual Report 2017 Important Notice I.The Board of Directors,the Board of Supervisors and directors,supervisors and senior executives of the Company hereby guarantee

2、the truthfulness,accuracy and completeness of the contents in this annual report;it contains no major omission,false record or serious misleading statement;they will assume the legal responsibilities jointly and separately.II.All directors of the Company are present at the board meeting.III.Ernst&Yo

3、ung LLP.(Special general partnership)issued the standard unqualified audit report for the Company.IV.Zhu Lianyu,the person in charge of the Company,Huang Qingfeng responsible person for accounting,and Zhu Xiaohuai,the leading accountant of accounting department(accountant in charge)hereby declare th

4、at the financial statements in this Annual Report are true,accurate and complete.V.The profit distribution preplan or the common reserves capitalizing preplan during the reporting period reviewed by the board of directors Based on the total capital stock of 4,390,294,584 shares by Dec.31,2017,distri

5、bute RMB 0.5 Yuan(in cash)(including tax)from the undistributed profit by Dec.31,2017 to all of the stockholders,with the total stock dividend of RMB 219,514,729Yuan to be distributed.Based on the total capital stock of 4,390,294,584 shares by Dec.31,2017,transfer 2 shares per 10 shares from the cap

6、ital reserves to all of the stockholders,totaling 878,058,917 shares to be transferred(with the face value of each share of RMB 1 Yuan);after transferring,the total capital stock of the Company is 5,268,353,501 shares.VI.Risks declaration of prospective statements Applicable Not applicable VII.Wheth

7、er non-operational fund occupancy by the controlling shareholder or its related parties exists?No.Annual Report 2017 2/325 VIII.Does the Company provide the outward guarantees in breach of the stipulated decision-making process?No.IX.Major risk warnings The Company has described the risks in the ann

8、ual report in details and the investors shall pay attention to that.Refer to the related chapters in the directors report for the description of the risk of the Company.X.Others Applicable Not applicable Annual Report 2017 3/325 Contents Chapter I Definition.4 Chapter II Company Profiles and Key Fin

9、ancial Indicators.4 Chapter III Business Profile.8 Chapter IV Discussion and Analysis of Operation Performance.8 Chapter V Substantial Events.21 Chapter VI Changes in Ordinary Shares Capital and Shareholders.39 Chapter VII Related Information about Preference Shares.44 Chapter VIIIDirectors,Supervis

10、ors,Senior Management and Staff 45 Chapter IX Corporate Governance.54 Chapter X Corporate Bonds.56 Chapter XI Financial Reports.57 Chapter XII Catalogue of Documents available for Inspection .325 Annual Report 2017 4/325 Chapter I Definition I.Definition Terms used in this report shall be defined as

11、 follows,unless otherwise specified:Definition of frequently used terms Company,the Company Refers to Shanghai Zhenhua Heavy Industries Co.,Ltd.CCCC Refers to China Communications Construction Company Ltd.CCCG Refers to China Communications Construction Group CCCG HK Refers to CCCG(HK)Holding Limite

12、d.PPP Refers to Public-Private-Partnership,a cooperation mode between the government and the social capital,refers to the pooling of interest,allocation of risks and the long-term cooperation relationship established between the government and the social capital by means of licensed operation,servic

13、e procurement and stock equity cooperation in order to increase the supply capability of the public goods and services and improve the supply efficiency.Reporting period Refers to From Jan.1,2017 to Dec.31,2017 Chapter II Company Profiles and Key Financial Indicators I.Company information Company na

14、me in Chinese 上海振华重工(集团)股份有限公司 Chinese Abbreviation of the Company 振华重工 English name of the Company SHANGHAI ZHENHUA HEAVY INDUSTRIES CO.,LTD.English Abbreviation of the Company ZPMC Legal representative Zhu Lianyu II.Contact information Board secretary Name Sun Li Address No.3261 Dongfang Road,Shan

15、ghai Tel.021-50390727 Fax 021-31193316 Email IRZPMC.COM III.Basic information of the Company Registered address No.3470,South Pudong Road,Shanghai Post code of registered address 200125 Office address No.3261 Dongfang Road,Shanghai Post code of office address 200125 Website Http:/ Email IRZPMC.COM A

16、nnual Report 2017 5/325 IV.Information disclosure and reference Designated media for information disclosure Shanghai Securities News,Hong Kong Wen Wei Po Website designated by China Security Regulatory Commission for disclosure of annual report Annual report available at of the Company Securities Of

17、fice V.Stock Profiles of the Company Stock Profiles of the Company Stock type Stock exchange listed at Stock Name Stock code Stock before change A-share Shanghai Stock Exchange Shanghai Zhenhua Heavy 600320 ZPMC Industries B-share Shanghai Stock Exchange Zhenhua B-share 900947-VI.Others Public accou

18、nting firm employed by the Company(domestic)Name Ernst&Young(special general partnership)Office address Room 01-12,17th Floor,Anyong Building,Dongfang Plaza,No.1 Changan Street,Dongcheng District,Beijing Name of accountants for signature Yang Lei,Liu Wei VII.Major Accounting Data and Financial Indic

19、ators in Last Three Years(I)Major accounting data Unit:Yuan Currency:RMB Major accounting data 2017 2016 Year-on-year Growth Rate(%)2015 Operating Income 21,858,814,000 24,348,087,928-10.22 23,272,394,677 Net Profit Attributable to Shareholders of the Listed Company 300,195,422 212,419,946 41.32 212

20、,411,967 Net Profit Attributable to Shareholders of the Listed Company after Non-recurring Gains/Losses 277,837,568 157,445,435 76.47-214,409,604 Net Cash Flow from Operating Activities 1,332,209,274 1,658,422,636-19.67-1,831,961,473 End of 2017 End of 2016 Year-on-year Growth Rate(%)End of 2015 Net

21、 Asset Attributable to Shareholders of the Company 15,011,306,366 15,196,736,263-1.22 14,869,572,883 Total Assets 67,519,953,829 60,823,819,098 11.01 59,020,752,259 Annual Report 2017 6/325 (II)Major financial indicators Major financial indicators 2017 2016 Year-on-year Growth Rate(%)2015 Basic EPS(

22、Yuan/share)0.068 0.048 41.67 0.05 Diluted EPS(Yuan/share)0.068 0.048 41.67 0.05 Basic EPS after Non-recurring Gains/Losses(Yuan/share)0.063 0.036 75.00-0.05 Weighted Average ROE(%)1.99 1.41+0.58 base point 1.41 Weighted Average ROE after Non-recurring Gains/Losses(%)1.84 1.05+0.79 base point-1.45 De

23、scription of the main accounting data and financial indicators for the first three years at the end of the reporting period Applicable Not applicable VIII.Differences in accounting data under domestic and international accounting standards(I)Difference between net profit and net assets attributable

24、to shareholders of listed company in the financial report synchronously disclosed according to international accounting standards and domestic accounting standards.Applicable Not applicable(II)Difference between net profit and net assets attributable to shareholders of listed company disclosed in ac

25、cordance with the foreign and domestic accounting standards.Applicable Not applicable(III)Explanation for differences between the international and Chinese accounting standards:Applicable Not applicable IX.Quarterly Major Financial Data in 2017 Unit:Yuan Currency:RMB Q1(Jan.to Mar.)Q2(Apr.to Jun.)Q3

26、(Jul.to Sep.)Q4(Oct.to Dec.)Operating Income 4,223,173,077 6,393,613,804 4,589,496,658 6,652,530,461 Net Profit Attributable to Shareholders of the Company 66,367,907 49,063,413 55,547,130 129,216,972 Net Profit Attributable to Shareholders of Listed Company after Non-recurring Gains/Losses 65,423,9

27、07 44,138,085 44,317,567 123,958,009 Net Cash Flow from 581,290,268-535,238,734 45,918,788 1,240,238,952 Annual Report 2017 7/325 Operating Activities Description of difference between quarterly data and disclosed periodic data Applicable Not applicable X.Non-recurring profit and loss items and amou

28、nt Applicable Not applicable Unit:Yuan Currency:RMB Non-recurring Profit and Loss Items Amount in 2017 Amount in 2016 Amount in 2015 Profit and loss from disposal of non-current assets 13,285,984 1,340,612 9,338,797 Governmental subsidies included in current profit and loss,except those closely rela

29、ted to the Companys normal business operation,meeting the regulation of national policy and enjoying constantly in certain quota or quantity according to a certain standard 83,502,544 45,042,910 22,847,200 Net current profit and loss of the subsidiary under the same control of the company from the b

30、eginning to the consolidated day 0 0 55,523,666 Except for valid hedging business related with the Companys normal operation,profit and loss from fair value changes in tradable financial assets,liabilities held and the investment income from disposal of tradable financial assets and liabilities and

31、financial assets available for sale 20,563,270 23,420,959 445,766,951 Other non-operating incomes and expenditures except for those above mentioned-70,077,032 6,435,660 15,490,536 Amount affected by minority shareholders interest-14,565,022-6,708,080-31,568,397 Amount affected by income tax-10,351,8

32、90-14,557,550-90,577,182 Total 22,357,854 54,974,511 426,821,571 XI.Items calculated by fair value Applicable Not applicable Unit:Yuan Currency:RMB Item name Beginning Balance Closing Balance Changes Impact on Current Profit Trading financial assets -equity instrument investment 0 8,438,278 8,438,27

33、8 0 Trading financial assets-derivative financial assets 4,615,775 0-4,615,775-4,615,775 Equity Instrument available for sale-Jiangxi Huawu 313,612,402 178,952,712-134,659,690 665,346 Equity Instrument available for sale-Qingdao Port 340,253,175 451,528,660 111,275,485 12,103,621 Equity Instrument a

34、vailable for sale-CRSC 615,346,381 629,554,373 14,207,992 11,075,670 Equity Instrument available for sale-Shenwan Hongyuan 1,366,388 1,174,000-192,388 21,866 Total 1,275,194,121 1,269,648,023-5,546,098 19,250,728 Annual Report 2017 8/325 XII.Others Applicable Not applicable Chapter III Business Prof

35、ile I.Main business,operation model and industry profile of the Company during the reporting period The Company is a well-known enterprise in heavy equipment manufacturing industry,and is the state-owned listed company holding A,B shares,headquartered in Shanghai.There are ten production bases in Sh

36、anghai,Nantong and other cities.Since 1998,it has been in the first place in global container crane order ranking.To seek for further development,the Company actively explored the large steel structure and offshore heavy equipment market while consolidated the port machinery market.The business scop

37、e of the Company includes:design,construction,installation and contracting of large port loading system and equipment,offshore heavy equipment,engineering machinery,engineering ships and large metal structural parts and their components and spare parts,ship repair;self-produced crane rental business

38、,sales of the company products;international shipment by available machine special transportation ships,steel structure engineering professional contracting(in case of involving quota,permit management,specific regulations,quality inspection,safety inspection and construction qualification requireme

39、nts,operate after obtaining corresponding qualification or permit in accordance with the relevant national regulations).II.Description of the major changes in main assets of the Company during the reporting period Applicable Not applicable III.Analysis on the core competitiveness during the reportin

40、g period Applicable Not applicable There is no significant change in core competitiveness of the Company during the reporting period.Chapter IV Discussion and Analysis of Operation Performance I.Discussion and analysis of the operation performance In 2017,confronted with the complicated economic sit

41、uation both at home and abroad,guided by the development strategy of“One Body Two Wings”,based on the gross working keynote of“making progress while ensuring stability”,the board of directors and the management of the Company led all the employees to rise to the challenge and make pioneering efforts

42、,and successfully achieved the moderate development of the Company and entered into a new stage of the positive operation in an all-round way through strengthening the operation,continuously carrying out reforming and innovation and upgrading the management in an all-round way.During the reporting p

43、eriod,the Company had made great achievements in the adjustment of the business structure,the business sectors had developed in an orderly manner,risks mitigation had been achieved an initial success and the profitability had been stably improved.The Annual Report 2017 9/325 development of our busin

44、ess in port machine is sound and solid,and the products had successfully entered 99 countries and regions and had continuously taken the first place in the global market share for 19 years.The ocean engineering had continuously sought for the new opportunity in such recovering market.The steel struc

45、ture business had developed in good condition.The general system contracting had made pleasant progress and many projects had been put into place.The largest full-auto dock in the world,namely Yangshan Port,being built by the Company as a participant,was successfully opened in Dec.2017.At the same t

46、ime,the Company had successfully undertaken the general system contracting of many automatic docks at abroad and thoroughly revealed its comprehensive strength in construction of the automatic dock.The investment business had gradually closed to the related fields of the primary service of the compa

47、ny step by step and made great pleasant achievements.As to the electric business,the market share had been continuously rising through the independently developed EZ brand.The shipping business had been expanded in an all-round way.The integrated service has a promising outlook.II.Operation performa

48、nce during reporting period In the reporting period,the Company realized operation revenue of RMB 21.859 billion Yuan,decreased by 10.22%;realized the net profits of RMB 422 million Yuan,increased by 14.34%;the net profit attributable to parent company was RMB 300 million Yuan,increased by 41.32%.(I

49、)Major business analysis Analysis on Changes in the income statement and cash flow statement Unit:Yuan Currency:RMB Item Report Year Prior Year Growth(%)Operating Income 21,858,814,000 24,348,087,928-10.22 Operating Cost 18,019,075,299 19,727,663,875-8.66 Selling expenses 121,457,892 100,435,778 20.

50、93 Management expenses 1,742,167,300 1,759,032,746-0.96 Financial expenses 758,201,305 1,218,992,788-37.80 Net cash flow from operating activities 1,332,209,274 1,658,422,636-19.67 Net cash flow from investment activities-1,681,611,030-726,215,078 NA Net cash flow from financing activities 2,576,865