大冷Ｂ：2016年年度报告（英文版）.PDF

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1、 Dalian Refrigeration Co.,Ltd.2016 Annual Report 1 Dalian Refrigeration Co.,Ltd.2016 Annual Report April,2017 Dalian Refrigeration Co.,Ltd.2016 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 e

4、xcept Mr.Takagi Toshiyuki have 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 R

5、eport describes major risks the Company may be confronted with,including the risk of 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 distribution propos

6、al reviewed and adopted at this Board meeting of the Company is:Based on the total capital stock of 611,776,558 shares,the dividend of RMB 1.00 in cash(including tax)will be distributed for every 10 shares;Based on the total capital stock of 611,776,558 shares,the Company will transfer the capital r

7、eserve to increase capital stock,4 shares for every 10 shares.This report 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.2016 Annual Report 3 CONTENTS Section 1

8、Important Notice,Table of Contents,and Definitions.2 Section 2 About the 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 Info

9、rmation on Preferred Stock.30 Section 8 Information on the Companys Directors,Supervisors,Senior Management and Staff.31 Section 9 Corporate Governance.37 Section 10 Information on Corporate Bonds.40 Section 11 Financial Report.41 Section 12 Contents of Reference Documents.141 Dalian Refrigeration C

10、o.,Ltd.2016 Annual Report 4 Definitions Defined item Stands for Meaning Reporting period Stands for From Jan.1,2016 to Dec.31,2016 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

11、 of the Company where the Company holds 100%of its shares.Bingshan Engineering 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.

12、one of the subsidiaries of the Company where the Company holds 100%of its shares.Bingshan Guardian Stands for Dalian Bingshan Guardian Automation Co.,Ltd.,one of the subsidiaries of the Company where the Company holds 100%of its shares.Bingshan Ryosetsu Stands for Dalian Bingshan Ryosetsu Quick Free

13、zing Equipment Co.,Ltd.,one of the subsidiaries of the Company where the Company holds 100%of its shares.Sanyo Meica Stands for Dalian Sanyo Meica Electronics Co.,Ltd.Now renamed as Dalian new Meica Electronics Technology Co.,Ltd.one of the subsidiaries of the Company where the Company holds 100%of

14、its shares.Bingshan Air-conditioning Dalian Bingshan Air-conditioning Equipment Co.,Ltd.one of the controlled subsidiaries of this Company,where the Company holds 70%of its shares.Jiangsu Jingxue Stands for Changzhou Jingxue Freezing Equipment Co.,Ltd.Now renamed as Jiangsu JingXue Insulation Techno

15、logy Co.,Ltd.one of the mutual shareholding companies with this Company,where the Company holds 29.212%of its shares.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.Panasonic Cold-Cha

16、in 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.Panasonic Refrigeration Stands for Panasonic Refrigeration(Dalian)Co.,Ltd.one of the mutual shareholding companies of the Company,where the Company holds

17、 40%of its shares.Panasonic Appliances Refrigeration Stands for Panasonic Appliances Refrigeration System(Dalian)Co.,Ltd.one of the mutual shareholding companies of the Company,where the Company holds 20%of its shares.Dalian Fuji-Bingshan Stands for Dalian Fuji-Bingshan Vending Machine Co.,Ltd.,one

18、of the mutual shareholding companies of this Company,where the Company holds 49%of its shares.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 Refrigera

19、tion Co.,Ltd.2016 Annual Report 5 Section 2 About the Company I.Company information 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.

20、DRC Legal representative Ji Zhijian Registered address 888 Xinan Road,Shahekou District,Dalian Post code of Registered address 116033 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 o

21、f the Company II.Contact persons and information 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 Securities

22、Legal AffairsNo.106,Liaohe East Road,Dalian Economic 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 Ch

23、ina Securities Daily and Hong Kong Commercial Daily 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 regi

24、stration Organization code According to the requirement of SAIC,the Company completed the joining together of three certificates,The unified social credit code of the Company is 912102002423613009.Change in main business since the Company was listed No change Changes in the holding shareholder No ch

25、ange V.Other related information Accounting firm engaged by the Company Dalian Refrigeration Co.,Ltd.2016 Annual Report 6 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 Cheng District Beiji

26、ng,China Name of signing certified public accountant Lin Li,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 of accounting firm 9/F,

27、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 2016.6.18-2017.12.31 Financial consultant the Company appointed for performance of the consistent supervision duty in the reporting

28、 period Applicable Not applicable VI.Main accounting data and financial indicators 2016 2015 Increase/decrease compared with previous year 2014 Operating revenue 1,779,499,226.64 1,607,518,439.61 10.70%1,425,715,596.96 Net profit attributable to shareholders of listed companies 178,632,660.24 129,94

29、7,307.39 37.47%115,439,722.39 Net profit belonging to the shareholders of listed companies after the deduction of non-recurring profit and loss 145,227,418.21 126,122,809.25 15.15%105,435,245.61 Net cash flow from operating activities-7,706,320.22-50,568,474.38 84.75%28,495,772.47 Basic earnings per

30、 share 0.31 0.24 29.17%0.22 Diluted earnings per share 0.31 0.24 29.17%0.22 Weighted average return on net asset yield 5.87%6.38%Decrease0.51 percentage point 5.98%At the end of 2016 At the end of 2015 Increase/decrease compared with previous year At the end of 2014 Total assets 4,983,511,574.26 4,0

31、82,499,864.42 22.07%3,053,930,248.25 Owners equity attributable to shareholders of listed companies 3,247,797,768.92 2,647,609,091.41 22.67%1,967,027,256.13 VII.1.Difference of accounting data between as per Chinese accounting standards and as per International Accounting Standards Applicable Not ap

32、plicable 2.Difference of accounting data between as per Chinese accounting standards and as per Foreign Accounting Standards The difference of accounting data between as per Chinese Accounting Standards and as per International Accounting Standards was 0.Dalian Refrigeration Co.,Ltd.2016 Annual Repo

33、rt 7 VIII.The quarter main financial indicators the first quarter the second quarter the third quarter the fourth quarter Operating revenue 400,592,922.66 379,326,941.37 471,165,234.36 528,414,128.25 Net profit attributable to shareholders of listed companies 25,527,518.21 41,959,768.63 64,264,334.8

34、8 46,881,038.52 Net profit belonging to the shareholders of listed companies after the deduction of non-recurring profit and loss 25,497,476.68 36,412,981.35 38,183,454.01 45,133,506.17 Net cash flow from operating activities-89,736,770.51 46,524,738.11-15,216,952.20 50,722,664.38 IX.Non-recurring p

35、rofits and losses and their amounts item 2016 2015 2014 Disposal gains and losses of non-current asset-23,302,650.34-61,718.74 138,673.21 Tax returned/reduced by chance 499,945.82 441,073.42 Government subsidies included in current profit or loss 3,765,464.60 1,906,070.56 10,166,256.56 Earnings from

36、 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 30,334,841.93 Debt restructuring gains and losses 229,833.00-586,377.00 Disposal gains from i

37、nvestments on financial assets available for sale 27,629,395.44 36,617.40 Other non-operating revenue or expense 976,314.82 2,896,432.61 1,594,812.69 Influence on income tax 6,113,785.77 671,259.97 2,021,019.49 Influence on minority shareholders 114,171.65 158,595.14 351,937.01 Total 33,405,242.03 3

38、,824,498.14 10,004,476.78 Dalian Refrigeration Co.,Ltd.2016 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 equipment production enterprise in China,is committed to developing the bus

39、iness of industrial refrigeration,food freezing and cold storage,central and commercial air-conditioning,refrigeration components and engineering service,have covered the key areas of the refrigeration industrial chain and forged the most complete cold and hot industrial chain in China.II.Major chan

40、ges in main assets 1.Major changes in main assets Main assets Explain for major changes Construction in progress Significantly increased compared to the same period,mainly due to the new factory construction.Monetary funds Significantly increased compared to the same period，mainly due to the private

41、 issuing of A-shares.Accounts in advance Significantly increased compared to the same period,mainly due to the Company and subsidiaries advance for projects 2.The main overseas assets Applicable Not applicable III.Analysis of core competence Boasting the most complete cooling and heating product cha

42、in in the industry,the Company can offer to customers the service of package projects from design,manufacture,installation to maintenance to well meet the customized demand of customers.Having the mature and perfect marketing network and after-sale service network,the Company can offer to customers

43、in more regions the more rapid and considerate high-quality service.Taking refrigeration and air-conditioning as its main business,the Company effectively combines the independent R&D and the joint ventures and cooperation,interacts positively between the integration of internal resources and busine

44、ss model innovation,and has formed a unique development pattern appropriate to itself and the industry.In the reporting period,the Companys core competence above-mentioned was improved further.Dalian Refrigeration Co.,Ltd.2016 Annual Report 9 Section 4 Management discussion and analysis I.Summary In

45、 2016,based on operation policy of“leading innovation and creating value”,and theme as“innovation,improvement and enhancement”,the Company kept a firm grasp on innovation-driven and industry-finance combination,operation-oriented,under the help of capital operation,created an industry development mo

46、de,accelerated research on technologies,strengthen plans of removal and reconstructed,speed up capital resource integration and foundational management improvement,enhanced competitive power and operation efficiency,strived to achieve main operation target and made it growth on a favorable way in th

47、e future.In 2016,the Company realized operating income of RMB 1,779.5 million,representing 98.86%of the annual plan of RMB 1,800 million and a year-on-year increase of 10.70%;realized total profit of RMB 188.18 million,representing 121.41%of the annual plan of RMB 155 million and a year-on-year incr

48、ease of 38.42%.The Company positively advanced the application and promotion of new products and technologies during reporting period.Petrochemical screw compressor,CO2 helical lobe compressor,falling-film semi-closed water cooled screw chiller and CO2 evaporator condenser have been designed and com

49、mercialized.The R&D and application project of pressure pre-cooling and ice-temperature fresh-keeping technology passed the sci-tech achievements evaluation organized by Chinese Association of Refrigeration.863 projectshigh-capacity cold water cooling,quick freezing and smart fish processing system

50、through the review from technical expert group of MOST(Ministry of Science and Technology).Marine screw compressor was identified by prototype of new-products and new-technology.In reporting period,the Company proceeded with the removal and reconstruct in an orderly manner.The private placement was