大冷Ｂ：2017年年度报告（英文版）.PDF

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1、 Dalian Refrigeration Co.,Ltd.2017 Annual Report 1 Dalian Refrigeration Co.,Ltd.2017 Annual Report April,2018 Dalian Refrigeration Co.,Ltd.2017 Annual Report 2 Section 1 Important Notice,Table of Contents,and Definitions The directors and the Board of Directors,the supervisors and the Supervisory Bo

2、ard,and Senior staff members of Dalian Refrigeration Co.,Ltd.(hereinafter referred to as the Company)hereby confirm that there are not any important omissions,fictitious statements or serious misleading carried in this report,and shall take all responsibilities,individual and/or joint,for the realit

3、y,accuracy and completeness of the whole contents.Chairman of the Board of Directors of the Company Mr.Ji Zhijian,Financial Majordomo Mr.Ma Yun and the head of Accounting Department Mrs.Mao Chunhua hereby confirm that the financial report of the annual report is true and complete.All the directors h

4、ave attended this Board meeting of the Company.There is no significant risk having adverse influence on attainment of the Companys future development strategy and business targets.The paragraph Discussion and Analysis of the Business situation in Section 4 of this Annual Report describes major risks

5、 the Company may be confronted with,including the risk of Increasing market competition risk,the market promotion for new product and new technology slow and the Accounts receivable is on the high side.See the related sections for the countermeasures to be taken by the Company.The profit distributio

6、n proposal reviewed and adopted at this Board meeting of the Company is:Based on the total capital stock of 855,908,981 shares,the dividend of RMB 0.5 in cash(including tax)will be distributed for every 10 shares;The Company will not transfer the capital reserve to increase capital stock.This report

7、 is written respectively in Chinese and in English.In the event of any discrepancy between the two above-mentioned versions,the Chinese version shall prevail.Dalian Refrigeration Co.,Ltd.2017 Annual Report 3 CONTENTS Section 1 Important Notice,Table of Contents,and Definitions.2 Section 2 About the

8、Company.5 Section 3 Summary of Main Accounting Data and Financial Indicators.8 Section 4 Board of Directors Report.9 Section 5 Important Issues.20 Section 6 Change in Share Capital and Shareholders Information.26 Section 7 Information on Preferred Stock.30 Section 8 Information on the Companys Direc

9、tors,Supervisors,Senior Management and Staff.31 Section 9 Corporate Governance.36 Section 10 Information on Corporate Bonds.39 Section 11 Financial Report.40 Section 12 Contents of Reference Documents.158 Dalian Refrigeration Co.,Ltd.2017 Annual Report 4 Definitions Defined item Stands for Meaning R

10、eporting period Stands for From Jan.1,2017 to Dec.31,2017 The Company,this Company Stands for Dalian Refrigeration Co.,Ltd.Wuxin Refrigeration Stands for Wuhan New World Refrigeration Industries Co.,Ltd.,one of the subsidiaries of the Company where the Company holds 100%of its shares.Bingshan Engine

11、ering Company Stands for Dalian Bingshan Group Engineering Co.,Ltd，one of the subsidiaries of the Company where the Company holds 100%of its shares.Bingshan Service Company Stands for Bingshan Technology Service(Dalian)Co.,Ltd.one of the subsidiaries of the Company where the Company holds 100%of its

12、 shares.Bingshan Ryosetsu Stands for Dalian Bingshan Ryosetsu Quick Freezing Equipment Co.,Ltd.,one of the subsidiaries of the Company where the Company holds 100%of its shares.Bingshan Engineering&Trading Stands for Dalian Bingshan Engineering&Trading Co.,Ltd.one of the subsidiary of this Company,w

13、here the controlling shareholder of the Company holds 76%of its shares before,and the Company holds 100%of its shares since April 2017.Panasonic Compressor Stands for Panasonic Compressor(Dalian)Co.,Ltd.one of the mutual shareholding companies of the Company,where the Company holds 40%of its shares.

14、Panasonic Cold-Chain Stands for Panasonic Cold-Chain(Dalian)Co.,Ltd.one of the mutual shareholding companies of the Company,where the Company holds 40%of its shares.Dalian Fuji-Bingshan Stands for Dalian Fuji-Bingshan Vending Machine Co.,Ltd.,one of the mutual shareholding companies of this Company,

15、where the Company holds 49%of its shares.Bingshan Metal Technology Stands for Dalian Bingshan Metal Technology Co.,Ltd.,one of the mutual shareholding companies of the Company,where the controlling shareholder of the Company holds 49%of its shares before,and the Company holds 49%of its shares since

16、April 2017.Keihin Grand-Ocean Stands for Keihin Grand-Ocean Cooling&Heating Industry(Dalian)Co.,Ltd.,one of the mutual shareholding companies with this Company,where the Company holds 20%of its shares.Dalian Refrigeration Co.,Ltd.2017 Annual Report 5 Section 2 About the Company I.Company information

17、 Short form of the stock DALENG GUFEN;DALENG-B Stock code 000530;200530 Listed stock exchange Shenzhen Stock Exchange Legal name in Chinese 大连冷冻机股份有限公司 Legal English name and abbreviation Dalian Refrigeration Co.,Ltd.DRC Legal representative Ji Zhijian Registered address No.106,Liaohe East Road,Dali

18、an Economic and Technological Development Zone Post code of Registered address 116630 Office address No.106,Liaohe East Road,Dalian Economic and Technological Development Zone Post code of Office address 116630 Internet web site of the Company E-mail of the Company II.Contact persons and information

19、 Secretary of the Board of Directors Authorized representative for securities affairs Name Song Wenbao Du Yu Address DALENG GUFEN SecuritiesLegal Affairs No.106,Liaohe East Road,Dalian Economic and Technological Development Zone DALENG GUFEN SecuritiesLegal AffairsNo.106,Liaohe East Road,Dalian Econ

20、omic and Technological Development Zone Tel.0411-87968130 0411-87968822 Fax 0411-87968125 0411-87968125 E-mail III.Information disclosure and place of preparation for inquiry Name of the newspaper designated by the Company for information disclosure China Securities Daily and Hong Kong Commercial Da

21、ily Address of the website designated by China Securities Regulatory Commission for publishing this Annual Report http:/ Place where this Annual Report was prepared for inquiry SecuritiesLegal Affairs Department of the Company IV.Alteration to the registration Organization code 912102002423613009 Ch

22、ange in main business since the Company was listed No change Changes in the holding shareholder No change Dalian Refrigeration Co.,Ltd.2017 Annual Report 6 Due to the relocation and transformation，the registered address of the Company has been changed from 888 Xinan Road,Shahekou District,Dalian to

23、No.106,Liaohe East Road,Dalian Economic and Technological Development Zone.V.Other related information Accounting firm engaged by the Company Name of accounting firm ShineWing CPAs(Special General Partnership)Office location of accounting firm 9/F,A Building No.,8 north street of Chao Yang Men,Dong

24、Cheng District Beijing,China Name of signing certified public accountant Sui Guojun,Wang Dong Sponsor the Company appointed for performance of the consistent supervision duty in the reporting period Applicable Not applicable Name of Sponsor Institution Guotai Junan Securities Co.,Ltd.Office location

25、 of accounting firm 9/F,2nd Building Ying Tai center of Financial Street,Xi Cheng District Beijing,China Name of Sponsor Representative Zeng Dacheng,Han Yupeng Period of consistent supervision June 18,2016-December 31,2017 Financial consultant the Company appointed for performance of the consistent

26、supervision duty in the reporting period Applicable Not applicable VI.Main accounting data and financial indicators 2017 2016 Increase/decrease compared with previous year 2015 Before adjustment After adjustment After adjustment Before adjustment After adjustment Operating revenue 2,079,715,105.37 1

27、,779,499,226.64 1,893,200,939.64 9.85%1,607,518,439.61 1,721,064,308.11 Net profit attributable to shareholders of listed companies 200,759,820.17 178,632,660.24 182,234,151.73 10.17%129,947,307.39 134,174,674.88 Net profit belonging to the shareholders of listed companies after the deduction of non

28、-recurring profit and loss 165,044,724.44 145,227,418.21 148,598,436.25 11.07%126,122,809.25 129,659,412.87 Net cash flow from operating activities-207,225,851.22-7,706,320.22-6,607,069.97-3,036.00%-50,568,474.38-39,799,347.27 Basic earning per share 0.23 0.31 0.22 4.55%0.36 0.17 Diluted earnings pe

29、r share 0.23 0.31 0.22 4.55%0.36 0.17 Weighted average return on net asset yield 5.97%5.87%5.98%Decrease 0.01 percentage points 6.38%6.58%2017.12.31 2016.12.31 Increase/decrease compared with previous year 2015.12.31 Before adjustment After adjustment After adjustment Before adjustment After adjustm

30、ent Total assets 5,619,621,500.67 4,983,511,574.26 5,095,986,440.32 10.28%4,082,499,864.42 4,146,479,416.99 Owners equity attributable to shareholders of listed companies 3,416,531,064.91 3,247,797,768.92 3,301,087,748.86 3.50%2,647,609,091.41 2,697,297,579.86 Dalian Refrigeration Co.,Ltd.2017 Annua

31、l Report 7 VII.1.Difference of accounting data between as per Chinese accounting standards and as per International Accounting Standards Applicable Not applicable 2.Difference of accounting data between as per Chinese accounting standards and as per Foreign Accounting Standards The difference of acc

32、ounting data between as per Chinese Accounting Standards and as per International Accounting Standards was 0.VIII.The quarter main financial indicators the first quarter the second quarter the third quarter the fourth quarter Operating revenue 504,654,807.75 497,723,909.75 461,323,140.51 616,013,247

33、.36 Net profit attributable to shareholders of listed companies 34,979,790.84 63,280,372.25 47,073,348.70 55,426,308.38 Net profit belonging to the shareholders of listed companies after the deduction of non-recurring profit and loss 34,254,953.33 35,705,910.16 47,499,687.40 47,584,173.55 Net cash f

34、low from operating activities-157,927,050.15 9,349,508.25-55,016,219.36-3,632,089.96 IX.Non-recurring profits and losses and their amounts item 2017 2016 2015 Disposal gains and losses of non-current asset 552,588.02-23,302,552.40-64,700.24 Tax returned/reduced by chance 499,945.82 Government subsid

35、ies included in current profit or loss 11,830,406.39 4,072,664.60 2,830,070.56 Earnings from the Company get subsidiaries,associated companies and joint venture investment cost less than get investment should enjoy the invested entity produced by the fair value of the identifiable net assets yield 3

36、0,334,841.93 Debt restructuring gains and losses 229,833.00-586,377.00 The net profit and loss of the subsidiary period from the beginning to the consolidation date of the company under the same control.1,418,670.20 Disposal gains from investments on financial assets available for sale 27,467,019.93

37、 27,629,395.44 Other non-operating revenue or expense 661,345.45 976,314.82 2,896,432.61 Influence on income tax 6,520,362.10 6,190,610.26 901,514.60 Influence on minority shareholders-297,876.84 114,171.65 158,595.14 Total 35,715,095.73 33,635,715.48 4,515,262.01 During the reporting period,the Com

38、pany sold 1.5 million shares of Guotai Junan,and received investment returns of 27,467,019.93 yuan.Dalian Refrigeration Co.,Ltd.2017 Annual Report 8 Section 3 The Companys Business profile I.The Companys Main business during the reporting period The Company,as the largest industrial refrigeration eq

39、uipment production enterprise in China,is committed to developing Industrial refrigeration and heating business field,commercial refrigeration and refrigeration business field,air-conditioning and environment business field,core parts business field,engineering and service business field have covere

40、d the key areas of the refrigeration industrial chain and forged the most complete cold and hot industrial chain in China.II.Major changes in main assets 1.Major changes in main assets Main assets Explain for major changes Monetary funds Significantly decreased on a year-on-year basis,mainly because

41、 the increase in raised funds investment after non-public offering of shares.Other current assets Significantly increased on a year-on-year basis,mainly because the Company used the temporarily idle raised funds to purchase bank financial products.Fixed assets Significantly increased on a year-on-ye

42、ar basis,mainly because the buildings in the new factory area transferred to fixed assets.Construction in progress Significantly decreased on a year-on-year basis,mainly because the buildings in the new factory area transferred to fixed assets.Investment property Significantly increased on a year-on

43、-year basis,mainly because the Company rented out the entire land and buildings of the old factory area to Dalian Bingshan Wisdom Park Co.,Ltd.Short-term loans Significantly increased on a year-on-year basis,mainly because the credit loans increased.2.The main overseas assets Applicable Not applicab

44、le III.Analysis of core competence The Company closely focuses on main business of cold and heat;independent R&D and joint venture partnerships are cooperate with each other effectively;capital resources integration and business model innovation are in a positive interaction;the community of busines

45、s and interest are being created in two ways;the develop mode with Bingshan characteristic are formed.The Company has the most integrated cold-heat industrial chain for offering kinds of comprehensive solution services,including design,manufacture,installation and maintenance etc.,and can satisfy in

46、dividual requirements preferably.The Company possesses a mature and solid marketing networks and after-sale service network on/off-line,and can offer high quality and high value-added services more initiative and faster for clients from around the city.After overall relocation reform,the new factory

47、 of intelligence,environment protection,high efficiency and safety are put into used,which produces a strong comparative advantage for creating higher value to the customers.While move forward with transformation and upgrading for former business,the Company will implement the cultivation for new bu

48、siness,thus the sustainable healthy development will come more and more feasible.Core-competency of the Company further promoted in the reporting period.Dalian Refrigeration Co.,Ltd.2017 Annual Report 9 Section 4 Management discussion and analysis I.Summary In 2017,by adherence to the theme of activ

49、ation,integration and upgrading,the Company managed to accomplish the major operating indicators through maintaining strategic commitment,activating endogenous driving force,integrating system resources,gathering competitive forces and improving operating quality.In 2017,the Company recorded operati

50、ng income of RMB 2,079,720 million yuan with a year-on-year increase of 9.85%,and recorded total profit of RMB 21,847 million yuan with a year-on-year increase of 12.90%.During the reporting period,the overall relocation and transformation of the Company was successfully completed,and the intelligen