苏威孚Ｂ：2016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 2016 年年度报告全文 1 Weifu High-Technology Group Co.,Ltd.ANNUAL REPORT 2016 April 2017 无锡威孚高科技集团股份有限公司 2016 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 Group C

2、o.,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 whole contents.Chen

3、 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 2016 Annual Report is authentic,accurate and complete.Other directors attending the Meeting for annua

4、l report deliberation except for the followed Name of director absent Title for absent director Reasons for absent Attorney Rudolf Maier Director On a business trip Chen Xuejun Chen Yudong Director On a business trip Chen Xuejun Concerning the forward-looking statements with future planning involved

5、 in the Report,they do 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

6、 Operation”and“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 D

7、aily 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 sto

8、ck issue of 1,008,950,570,distributed 6.00 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 2016 年年度报告全文 3 Contents Section I Important Notice,Contents and Paraphrase .2 S

9、ection II Company Profile and Main Finnaical Indexes .5 Section III Summary of Company Business .9 Section IV Discussion and Analysis of Operation.12 Section V Important Events .35 Section VI Changes in shares and particular about shareholders.48 Section VII Preferred Stock.53 Section VIII Particula

10、rs about Directors,Supervisors,Senior Executives and Employees.54 Section IX Corporate Governance.63 Section X Corporate Bond.69 Section XI Financial Report.70 Section XII Documents Available for Reference.197 无锡威孚高科技集团股份有限公司 2016 年年度报告全文 4 Paraphrase Items Refers to Contents Company,The Company,Wei

11、fu 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 Automobile Diesel,Bosch Diesel Sy

12、stem Refers to Bosch Automobile Diesel System Co.,Ltd.Weifu Automotive Diesel Refers to Wuxi Weifu Automotive 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

13、.,Ltd.Weifu Mashan Refers to Weifu Mashan 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 Tr

14、ade Refers to Wuxi Weifu International Trade Co.Ltd.Weifu Autocam Refers to Wuxi Weifu-Autocam Fine Machinery Co.Ltd.Weifu Environment Refers to Wuxi Weifu Environment Catalyst Co.,Ltd.Kunming Xitong Refers to Kunming Xitong Machinery Co.,Ltd.Weifu Tianshi Refers to Anhui Weifu Tianshi Machinery Co.

15、,Ltd.Weifu Precision Machinery Refers to Weifu Precision Machinery Manufacturing Co.,Ltd.Zhonglian Electronic Refers to Zhonglian Automobile Electronic Co.,Ltd.Taiji Industrial Refers to Wuxi Taiji Industrial Co.,Ltd.CSRC Refers to China Securities Regulatory Commission SZ Stock Exchange Refers to S

16、henzhen Stock Exchange Jiangsu Gongzheng Refers to Jiangsu Gongzheng Tianye Certified Public Accountants Co.,Ltd.(Special Ordinary Partnership)The reporting period Refers to From 1 Jan.2016 to 31 Dec.2016 无锡威孚高科技集团股份有限公司 2016 年年度报告全文 5 Section II Company Profile and Main Finnaical Indexes I.Company

17、information Short form of the stock Weifu High-Tech,Su Weifu-B Stock code 000581,200581 Stock exchange for listing Shenzhen Stock Exchange 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

18、.,LTD.Short form of foreign name of the Company(if applicable)WFHT Legal representative Chen Xuejun Registrations add.No.5,Huashan Road,New District,Wuxi City Code for registrations add 214028 Offices add.No.5,Huashan Road,New District,Wuxi City Codes for office add.214028 Companys Internet Web Site

19、 http:/ E-mail Web II.Person/Way to contact Secretary of the Board Rep.of security affairs Name Zhou Weixing Yan Guohong 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.Informatio

20、n disclosure and preparation place Newspaper appointed for information disclosure Securities Times;China Securities Journal;Hong Kong Commercial Daily Website for annual report publish appointed by http:/ 无锡威孚高科技集团股份有限公司 2016 年年度报告全文 6 CSRC Preparation place for annual report Office of the Board of

21、Directors IV.Registration changes of the Company 组织机构代码 91320200250456967N Changes of main business since listing(if applicable)No change Previous changes for controlling shareholders(if applicable)The Companys controlling shareholder was Weifu Group before 2009.The controlling shareholder changed t

22、o Industry Group from 31st May 2009 because Industry Group merged Weifu Group in 2009.Becasue both Weifu Group and Industry Group were wholly state-owned companies of Wuxi State-owned Assets Supervision&Administration Commission of State Council,which as actual controller had no changes.V.Other rele

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

24、ntants 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 account

25、ing data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not Yes No 2016 2015 Changes over last year 2014 Operating income(RMB)6,422,700,399.27 5,741,643,746.42 11.86%6,354,480,02

26、0.38 Net profit attributable to shareholders of the listed company(RMB)1,672,224,317.05 1,515,388,285.71 10.35%1,539,439,686.81 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)1,435,963,836.76 1,232,371,453.62 16.52%1,404,877,811.26 Ne

27、t cash flow arising from operating activities(RMB)527,344,364.04 542,045,770.17-2.71%889,899,654.79 无锡威孚高科技集团股份有限公司 2016 年年度报告全文 7 Basic earnings per share(RMB/Share)1.66 1.49 11.41%1.51 Diluted earnings per share(RMB/Share)1.66 1.49 11.41%1.51 Weighted average ROE 13.53%13.32%0.21%15.05%End of 2016

28、 End of 2015 Changes over end of last year End of 2014 Total assets(RMB)17,263,771,897.78 15,704,093,069.04 9.93%14,488,589,167.90 Net assets attributable to shareholder of listed company(RMB)12,927,344,292.47 11,783,228,273.39 9.71%10,859,034,688.96 VII.Difference of the accounting data under accou

29、nting rules in and out of 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 ass

30、ets disclosed in financial 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 Acce

31、pted Accounting 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

32、 Q 2nd Q 3rd Q 4th Q Operating income 1,533,288,775.97 1,833,187,676.52 1,522,896,852.89 1,533,327,093.89 Net profit attributable to shareholders of the listed company 405,471,329.51 538,097,206.21 366,126,109.76 362,529,671.57 Net profit attributable to shareholders of the listed company after dedu

33、cting non-recurring gains and losses 331,616,138.91 498,016,578.22 307,178,949.97 299,152,169.66 Net cash flow arising from operating activities 42,831,760.61 150,709,254.34 55,521,302.20 278,282,046.89 Whether there are significant differences between the above-mentioned financial index or its tota

34、l 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 2016 年年度报告全文 8 IX.Items and amounts of extraordinary profit(gains)/loss Applicable Not applicable In RMB Item 2016 2015 2014 Note Gains/losses from the disposal of non-c

35、urrent asset(including the write-off that accrued for impairment of assets)-6,229,604.16-8,835,206.68-16,283,213.60 Governmental subsidy reckoned into current gains/losses(not including the subsidy enjoyed in quota or ration according to national standards,which are closely relevant to enterprises b

36、usiness)43,963,942.28 142,227,027.11 170,915,324.15 Including government subsidy income received from relocation by policy Profit and loss of assets delegation on others investment or management 205,047,032.68 162,047,876.71 158,156,542.41 Held transaction financial asset,gains/losses of changes of

37、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 Company 31,650,057.18 102,044,8

38、90.13 Switch back of provision for depreciation of account receivable which was singly taken depreciation test 2,338,453.69 4,097,243.96 3,970,434.00 Other non-operating income and expenditure except for the aforementioned items 4,481,317.09-1,235.46 2,049,146.66 Relocation expenses -57,116.41-68,25

39、7,168.60-158,174,925.50 Less:Impact on income tax 42,191,376.78 49,378,731.32 24,042,902.11 Impact on minority shareholders equity(post-tax)2,742,225.28 927,863.76 2,028,530.46 Total 236,260,480.29 283,016,832.09 134,561,875.55-Concerning the extraordinary profit(gain)/loss defined by Q&A Announceme

40、nt No.1 on Information Disclosure for Companies 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 T

41、heir Securities to the Public-Extraordinary 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 Dis

42、closure for Companies Offering Their Securities to the Public-Extraordinary Profit/loss无锡威孚高科技集团股份有限公司 2016 年年度报告全文 9 Section III Summary of Company 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 m

43、ain business products include diesel 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 tr

44、ucks,passenger cars,buses,construction machinery,marine,farm machinery 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 emission regulati

45、ons of the national.(2)The exhaust after-treatment system products mainly support the major manufacturers of automobile,motorcycle and general machinery at home which meet the National emission standards.(3)The wheel diameter range of air management system products(supercharger)covers 30mm to 125mm

46、whole series which matches with most of the domestic small-bore diesel engine plants and some six-cylinder diesel engine manufacturers and meet the needs of the light and heavy commercial vehicles and some passenger cars.The company has the vacuum valve control that meets the emission standards of E

47、uro IV&Euro V,the electronically controlled variable geometry turbochargers,the titanium-aluminum alloy superchargers,the electric superchargers,the ceramic ball bearing superchargers and some kinds of gasoline engine turbochargers.3.Business model of the company The company follows the operating ph

48、ilosophy of making competitive products,creating famous brands,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 strategi

49、c development planning and operation targets,and making 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

50、market,which makes the subsidiaries keep the 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