建摩B：2016年年度报告（英文版）.PDF

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1、Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 1 Chongqing Jianshe Motorcycle Co.,Ltd.Annual Report 2016 2017-012 April 2017 Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 2 I.Important Prompts,Table of Contents,and Definitions The Board of Directors,The Supervisory Committee,the sup

2、ervisors and the directors of the Company guarantee that there are no significant omissions,fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness,accuracy and completeness of the Report.Mr.Lv Hongxian,The Company leade

3、r,Mr.Xue Gangyi,the Financial Officer,Ms.Niu Yanli,the manager of accounting department,hereby declare:the truthfulness and completeness of the Financial Report are guaranteed.All directors presented the Board Meeting at which this report was examined:Prospective statements carried in this report,su

4、ch as business plans for future are not constituting any substantial commitment to the investors.Please be cautious to the risks.This report is prepared both in English and Chinese.When there is any conflict in understanding,the Chinese version shall prevail.The company had concretely described the

5、existed factors of risks of the company in the report,of which please refer to the contents in the Report of directors concerning the possible facing risk factors in the companys future development.The companys business plan and business goal of the year do not represent the 2017-annual earnings for

6、ecast made by the company,hence whether those can be realized depending on many factors such as the market circumstance and the extent of hard working of the management team,thus there is a large extent of uncertainty,please be aware of the investment risks.The Company will not distribute cash divid

7、end or bonus shares,neither capitalizing of common reserves for the report period.Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 3 Table of Contents I.Important Notice,Table of contents and Definitions II.Basic Information of the Company and Financial index III.Outline of Company Business IV

8、.Managements Discussion and Analysis V.Important Events VI.Change of share capital and shareholding of Principal Shareholders VII.Situation of the Preferred Shares VIII.Information about Directors,Supervisors and Senior Executives IX.Administrative structure X.Corporate Bond XI.Financial Report XII.

9、Documents available for inspection Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 4 Definition Terms to be defined Defined as Definition Company,the Company,Jianmo Stock Defined as Chongqing Jianshe Motorcycle Co.,Ltd.Shenjianmo Defined as Shenzhen North Jianshe Motorcycle Co.,Ltd.(predecess

10、or of the Company)Military Equipment Group Defined as China Military Equipment Group Co.,Ltd.(China Southern Industry Group Co.,Ltd.)Southern Group Defined as China Southern Industry Group Co.,Ltd.Military Finance Co.Defined as Military Equipment Group Finance Co.,Ltd.Southern Motorcycle Defined as

11、Chongqing Southern Motorcycle Co.,Ltd.Southern Motorcycle R&D Co.,Ltd.Defined as Chongqing Southern Motorcycle Technologies Development Co.,Ltd.Jianshe Industry Defined as Chongqing Jianshe Industry Co.,Ltd.former State-owned Jianshe Machinery Factory,Jianshe Industry(Group)Co.,Ltd.Jianshe Group Def

12、ined as Jianshe Industrial(Group)Co.,Ltd.Jianshe Machinery Defined as Chongqing Jianshe Machinery Co.,Ltd.Jianshe Mechanical and Electric Defined as Chongqing Jianshe Mechanical and Electric Co.,Ltd.China Jialin Defined as China Jialin Industry Co.,Ltd.(Group)Jinan Qingqi Defined as Jinan Qingqi Mot

13、orcycle Co.,Ltd.Changan Auto Defined as Chongqing Changan Automobile Co.,Ltd.Luoyang Northern Defined as Luoyang Northern Enterprise Group Co.,Ltd.Sales Co.Defined as Chongqing Jianshe Sales Co.,Ltd.Vehicle air conditioner Defined as Chognqing Jianshe Automobile Air-conditioner Co.,Ltd.Import&Export

14、 Co.Defined as Chongqing Northern Jianshe Import&Export Co.,Ltd.Shanghai Jianshe Defined as Shanghai Jianshe Motorcycle Co.,Ltd.Slaes Company Defined as Chongqing Jianshe Motorcycle Sales Co.,Ltd.Chongqing Jianya Defined as Chongqing Jianshe YAMAHA Motorcycle Co.,Ltd.Zhuzhou Jianya Defined as Zhuzho

15、u Jianshe YAMAHA Motorcycle Co.,Ltd.Pingshan Taikai Defined as Chongqing Pingshan Taikai Carburetor Co.,Ltd.Jianxing Machinery Defined as Chongqing Jianxing Machinery Co.,Ltd.Tongsheng Construction Defined as Chongqing Tongsheng Jianshe Industry Co.,Ltd.Fuyeda Defined as Chongqing Fuda Property Mana

16、gement Co.,Ltd.Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 5 Jiangmen Qingqi Defined as Jiangmen Qingqi South China Motorcycle Co.,Ltd.Changan SUZUKI Defined as Chongqing Changan SUZUKI Automobile Co.,Ltd.Changhe SUZUKI Defined as Jiangxi Changhe SUZUKI Automobile Co.,Ltd.Hebei Changan De

17、fined as Hebei Changan Automobile Co.,Ltd.Hefei Changan Defined as Hefei Changan Auto Co.,Ltd.Hafei Automobile Defined as Harbin Hafei Automobile Co.,Ltd.Changan Ford,Harbin Branch Defined as Changan Ford Automobile Co.,Ltd.Harbin Branch Harbin Dongan Auto Engine Defined as Harbin Dongan Auto Engine

18、 Co.,Ltd.South Air International Defined as South Air International Co.,Ltd.Nanjing Changan Defined as Nanjing Changan Automobile Co.,Ltd.Major asset restructuring Defined as The company has made an agreement to sale the 100%stake of Jianshe Mechanical and Electric Company-the companys subsidiary fu

19、nded by the liabilities and the motorcycle business related assets held by the company to Military Equipment Group.Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 6 II.Basic Information of the Company and Financial index.Company Information Stock ID Jianmo B Stock Code 200054 Stock Exchange L

20、isted in Shenzhen Stock Exchange Company Name in Chinese 重庆建设摩托车股份有限公司 Short form of Company Name in Chinese 建设摩托 Company Name in English CHONGQING JIANSHE MOTORCYCLE CO.,LTD.Short form of Company Name in English JSMC-B Legal representative:Lv Hongxian Registered address No.1 Jianshe Road,Huaxi Indu

21、strial Zone,Banan District,Chongqing Postal code of the Registered Address 400054 Office Address No.1 Jianshe Road,Huaxi Industrial Zone,Banan District,Chongqing Postal code of the office address 400054 Internet Web Site http:/ E-mail .Contact person and contact manner Secretary of the Board Represe

22、ntative of Stock Affairs Name Xue Gangyi Liu Hongyu Address No.1 Jianshe Road,Huaxi Industrial Zone,Banan District,Chongqing No.1 Jianshe Road,Huaxi Industrial Zone,Banan District,Chongqing Tel.023-66295333 023-66295333 Fax.023-66295333 023-66295333 E Chongqing Jianshe Motorycle Co.,Ltd.Annual Repor

23、t 2016 7.Information disclosure and placed Newspapers selected by the Company for information disclosure Securities Times and Hongkong Commercial Daily.Internet website designated by CSRC for publishing the Annual report of the Company http:/ The place where the Annual report is prepared and placed

24、Secretarial office of the Board.Changes in Registration Organization Code 915000007474824231 Changes in principal business activities since listing(if any)In 2015,the company implemented the major asset restructuring,stripped the main assets and liabilities involved in the motorcycle business,comple

25、ted the structural adjustment of the main business and the vehicle air-conditioning business has become the companys main business.Changes is the controlling shareholder in the past(is any)(a)The company was set up by Jianshe Group and China North Industries Corp Shenzhen Company in July 1995,of whi

26、ch the Jianshe Group was the companys controlling shareholder that holds 71.13%stake of the company.?(b)On August 31,2005,the 71.13%stake of the company held by Jianshe Group was transferred to Military Equipment Group in an agreement,thus the Military Equipment Group.has become the companys control

27、ling shareholder.?On March 2,2016,according to Agreement of Share Transfer in Zero Price signed between Military Equipment Group and Jianshe Mechanical and Electric,Military Equipment Group shall transfer its 71.13%stake of the company to Jianshe Mechanical and Electric in zero price,thus the Jiansh

28、e Mechanical and Electric will become the companys controlling shareholder.Other Relevant Information CPAs engaged Name of the CPAs BDO China Shu Lun Pan Certified Public Accountants LLP Office address：Address:4/F 61 Nanjing Rd.East,Huangpu,Shanghai Names of the Certified Public Accountants as the s

29、ignatiries Li Shunli,Chen Jia The sponsor performing persistant supervision duties engaged by the Company in the reporting period.Applicable Not applicable The Financial advisor performing persistant supervision duties engaged by the Company in the reporting period Applicable Not applicable Financia

30、l advisor Name Office address Representatives Period of supervision and guide Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 8 China Securities No.4 Building,No.66 Anli Road,Chaoyang District,Beijing Liu Lei,Xi Guangyi 2016-2017.Summary of Accounting data and Financial index May the Company

31、make retroactive adjustment or restatement of the accounting data of the previous years due to change of the accounting policy and correction of accounting errors.Yes No 2016 2015 Changed over last year（）2014 Operating Gross income（RMB）873,286,486.75 1,341,331,910.93-34.89%1,763,619,804.97 Net profi

32、t attributable to the shareholders of the listed company（RMB）12,267,006.14 240,735,112.20-94.90%-133,593,949.98 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company（RMB）12,908,428.98-255,602,553.80-105.06%-153,898,341.02 Cash flow generated by busi

33、ness operation,net（RMB）108,619,119.02 82,306,010.61 31.97%94,598,651.91 Basic earning per share(RMB/Share)0.103 2.017-94.89%-1.119 Diluted gains per share(RMB/Share)(RMB/Share)0.103 2.017-94.89%-1.119 Net asset earning ratio（%）4.68%175.35%-170.67%-158.82%End of 2016 End of 2015 Changed over last yea

34、r（）End of 2014 Gross assets（RMB）1,559,334,881.03 1,550,615,831.44 0.56%2,389,211,010.43 Net assets attributable to shareholders of the listed company（RMB）268,383,091.65 256,116,085.51 4.79%17,321,196.61.The differences between domestic and international accounting standards 1Simultaneously pursuant

35、to both Chinese accounting standards and international accounting standards disclosed in the financial reports of differences in net income and net assets.Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report,under either IAS Chongqing

36、Jianshe Motorycle Co.,Ltd.Annual Report 2016 9(International Accounting Standards)or Chinese GAAP(Generally Accepted Accounting Principles)in the period.2.Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards.Applicable Not a

37、pplicable 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.Main Financial Index by Quarters In RMB First quarter Second quarter Third quarter Fourth

38、 quarter Operating income 208,588,488.00 259,588,803.88 222,817,415.03 182,291,779.84 Net profit attributable to the shareholders of the listed company 4,399,465.72 4,103,379.70 4,314,063.61-549,902.89 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed c

39、ompany 4,348,808.65 4,012,998.17 5,164,583.47-617,961.31 Net Cash flow generated by business operation 24,195,604.08 37,744,133.71 34,576,909.96 12,102,471.27 Whether significant variances exist between the above financial index or the index with its sum and the financial index of the quarterly repo

40、rt as well as semi-annual report index disclosed by the Company.Yes No .Items and amount of non-current gains and losses Applicable Not applicable In RMB Items Amount(2016)Amount(2015)Amount(2014)Notes Non-current asset disposal gain/loss(including the write-off part for which assets impairment prov

41、ision is made)-3,646.70 2,992,485.20-328,218.08 Govemment subsidy recognized in currentgain and loss(excluding those closely related to the Companys business and granted under the states policies)1,223,200.00 3,643,800.00 2,875,800.00 Other non-business income and expenditures other than the above-1

42、,919,510.10 490,389,196.17 17,756,677.38 Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 10 Less:Influenced amount of income tax-29,247.81 694,349.76 Influence on minority shareholders equity(after tax)-29,286.15-6,534.39-131.74 Total-641,422.84 496,337,666.00 20,304,391.04-For the Companys n

43、on-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Compaines Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclos

44、ure for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as recurring gains and losses,it is necessary to explain the reason.Applicable Not applicable None of Non-recurring gain/loss items recorgnized as recurring gain/loss/itesm as defined by

45、the information disclosure explanatory Announcement No.1-Non recurring gain/loss in the report period.Chongqing Jianshe Motorycle Co.,Ltd.Annual Report 2016 11 III.Outline of Company Business.Main Business the Company is Engaged in During the Report Period Whether the company needs to comply with th

46、e disclosure requirements of the particular industry No At the end of 2015,the company completed the major asset restructuring of stripping motorcycle business,thus realized a major adjustment of industrial structure,so the company has become the auto parts manufacturing enterprise and mainly engage

47、d in automotive air-conditioning compressor production and sales.The products include rotary vane iron type and aluminum type compressor,piston swashplate fixed displacement compressor,piston swashplate variable displacement compressor and electric compressor,covering 32cc to 480cc displacement.The

48、main products won the China famous brand,High quality products of French science and technology quality supervision and evaluation committee,“China enters WTO Recommended Products”and so on.The strategic customers of the products are the manufacturing enterprises with vehicle production and sales in

49、 the top list,and the strategic customers include Changan Automobile,Peugeot,Dongfeng Nissan,Changan Suzuki and Great Wall Automobile,and the sales ranks in top three in the industry.Major Changes in Main Assets 1.Major Changes in Main Assets Main assets Major changes Fixed assets 2016 for the renta

50、l of housing from the fixed assets of the divestiture,a separate reflection.Construction in process Completed to carry forward the fixed assets,the company under construction project from 40,435,429.90 yuan reduced to 2,438,832.43 yuan.Monetary Fund The increase of monetary funds mainly because come