粤照明Ｂ：2021年年度报告（英文版）.PDF

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1、Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 1 FOSHAN ELECTRICAL AND LIGHTING CO., LTD. ANNUAL REPORT 2021 March 2022 Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 2 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Su

2、pervisory Committee as well as the directors, supervisors and senior management of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and s

3、everally liable for any misrepresentations, misleading statements or material omissions therein. Wu Shenghui, the Companys legal representative, Tang Qionglan, the Companys Chief Financial Officer (CFO), and Liang Yuefei, the person-in-charge of the Companys accounting organ (equivalent to accountin

4、g manager) hereby guarantee that the Financial Statements carried in this Report are factual, accurate and complete. All the Companys directors have attended the Board meeting for the review of this Report and its summary. The future plans and other forward-looking statements, as well as the caution

5、ary statements mentioned in this Report shall NOT be considered as virtual promises of the Company to investors. And investors are kindly reminded to be well aware of possible risks. The Company has described in detail in this Report the risk of uncertainty in macro-economy, the risk of fiercer mark

6、et competition, the risk of rising raw material prices, and the risk of exchange rate fluctuations. Please refer to the section headed “Potential Risks” in Item XI of Part III of this Report. The Board has approved a final dividend plan as follows: based on the share capital of 1,348,994,647 shares

7、(the total share capital of 1,361,994,647 shares minus the remaining 13,000,000 A-shares repurchased in the share repurchase account at the disclosure date of the 2021 Annual Report, a cash dividend of RMB1 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no bonus issue f

8、rom either profit or capital reserves. Where any change occurs to the total shares entitled to the final dividend due to any new issue, grant of equity incentives, etc. when the final dividend plan is implemented, the dividend per share shall remain the same while the total payout amount shall be ad

9、justed accordingly. This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 3 Table of Contents Part I Important Notes, T

10、able of Contents and Definitions . 2 Part II Corporate Information and Key Financial Information . 6 Part III Management Discussion and Analysis . 12 Part IV Corporate Governance . 51 Part V Environmental and Social Responsibility . 79 Part VI Significant Events . 86 Part VII Share Changes and Share

11、holder Information . 153 Part VIII Preferred Shares . 165 Part IX Corporate Bonds . 166 Part X Financial Statements . 167 Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 4 Documents Available for Reference Investors and interested parties can get access to the following materials in the

12、Board Secretarys Office in the Companys office building: 1. The financial statements signed and stamped by the Companys legal representative, Chief Financial Officer, and the person-in-charge of the Companys accounting organ. 2. The original copy of the Independent Auditors Report signed and stamped

13、 by the certified public accountants and stamped by the CPA firm. 3. The originals of all the Companys announcements and documents disclosed to the public during the Reporting Period on the media designated by the CSRC for information disclosure. Foshan Electrical and Lighting Co., Ltd. Annual Repor

14、t 2021 5 Definitions Term Definition The “Company”, “listed company”, “FSL” or “we” Foshan Electrical and Lighting Co., Ltd. and its consolidated subsidiaries, except where the context otherwise requires Rising Group Guangdong Rising Holdings Group Co., Ltd. Electronics Group Guangdong Electronics I

15、nformation Industry Group Ltd. Rising Capital Guangdong Rising Capital Investment Co., Ltd. (formerly known as “Guangdong Rising Finance Holding Co., Ltd.”) Shenzhen Rising Investment Shenzhen Rising Investment Development Co., Ltd. Hong Kong Rising Investment Rising Investment Development Limited H

16、ongkong Wah Shing Hongkong Wah Shing Holding Company Limited NationStar Optoelectronics Foshan NationStar Optoelectronics Co., Ltd. Sigma Foshan Sigma Venture Capital Co., Ltd. Nanning Liaowang Nanning Liaowang Auto Lamp Co., Ltd. CSRC China Securities Regulatory Commission SZSE Shenzhen Stock Excha

17、nge General meeting General meeting of Foshan Electrical and Lighting Co., Ltd. Board of Directors The board of directors of Foshan Electrical and Lighting Co., Ltd. Supervisory Committee The supervisory committee of Foshan Electrical and Lighting Co., Ltd. Annual report auditor Zhongzheng Tiantong

18、Certified Public Accountants LLP RMB, RMB0,000, RMB00,000,000 Expressed in the Chinese currency of Renminbi, expressed in tens of thousands of Renminbi, expressed in hundreds of millions of Renminbi Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 6 Part II Corporate Information and Key F

19、inancial Information I Corporate Information Stock name FSL, FSL-B Stock code 000541/200541 Stock exchange for listing Shenzhen Stock Exchange Company name in Chinese 佛山电器照明股份有限公司 Abbr. 佛山照明 Company name in English (if any) FOSHAN ELECTRICAL AND LIGHTING CO.,LTD Abbr. (if any) FSL Legal representati

20、ve Wu Shenghui Registered address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China Zip code 528000 Changes of registered address N/A Office address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China Zip code 528000 C

21、ompany website Email address II Contact Information Board Secretary Securities Representative Name Huang Zhenhuan Huang Yufen Address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Pr

22、ovince, P.R.China Tel. （0757）82810239 （0757）82966028 Fax （0757）82816276 （0757）82816276 Email address III Media for Information Disclosure and Place where this Report Is Lodged Stock exchange website where this Report is disclosed http:/ Media and website where this Report is disclosed China Securiti

23、es Journal, Ta Kung Pao (HK), and http:/ Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 7 Place where this Report is lodged Board Office, FSL Office Building, No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China IV Change to Company Registered Info

24、rmation Unified social credit code 91440000190352575W Change to principal activity of the Company since going public (if any) Unchanged Every change of controlling shareholder since incorporation (if any) In April 2006, the State-owned Assets Supervision and Administration Commission (SASAC) of Fosh

25、an Municipal Peoples Government, the former controlling shareholder of the Company, transferred 13.47% of shares it held in the Company to OSRAM Prosperity Holding Company Limited (later renamed as OSRAM Holding Company Limited), and at the same time, SASAC of Foshan Municipal Peoples Government tra

26、nsferred 10.50% of shares it held in the Company to Prosperity Lamps & Components Limited. Upon completion of such transfer, the biggest shareholder of the Company was OSRAM Prosperity Holding Company Limited, and the Company had no any controlling shareholder or actual controller. In December 2015,

27、 OSRAM of Germany transferred 100% equity it held in OSRAM Holding Company Limited (OSRAM Holding Company Limited held 13.47% of shares of the Company, being the biggest shareholder of the Company and later renamed as Hongkong Wah Shing Holding Company Limited) to Electronics Group. In addition, Ele

28、ctronics Group and its parties acting in concert (Rising Capital, Shenzhen Rising Investment and Hong Kong Rising Investment), held 23.144% of the shares of the Company through increasing their shareholding of the Company. Electronics Group and its parties acting in concert became the controlling sh

29、areholder of the Company and Electronics Group is a wholly-owned subsidiary of Rising Holdings Group. In December 2021, wholly-owned subsidiaries of Rising Holdings Group, Rising Capital and Shenzhen Rising Investment transferred 5.94% of shares they held in the Company to Rising Holdings Group thro

30、ugh transfer by agreement for no compensation. Therefore, Rising Holdings Group and its parties acting in concert held 30% of shares in the Company. As of the date of this Report, due to the retirement of certain shares repurchased by the Company, Rising Holdings Group and its parties acting in conc

31、ert hold 30.82% of shares in the Company. V Other Information The independent audit firm hired by the Company: Name Zhongzheng Tiantong Certified Public Accountants LLP Office address 13/F, Tower B, Jinyun Building, A43 Xizhimen Avenue North, Haidian District, Beijing Accountants writing signatures

32、Feng Wei and Li Qiongqian The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period: Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 8 Applicable Not applicable The independent financial advisor hired by the Company to exercise

33、 constant supervision over the Company in the Reporting Period: Applicable Not applicable VI Key Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below. Yes No 2021 2020 2021-over-2020 change (%) 2019 Operating revenue (RMB) 4,772,690,469.1

34、4 3,744,914,452.72 27.44% 3,337,576,747.66 Net profit attributable to the listed companys shareholders (RMB) 250,091,965.87 316,914,185.34 -21.09% 296,077,926.11 Net profit attributable to the listed companys shareholders before exceptional gains and losses (RMB) 150,010,381.60 276,795,046.07 -45.80

35、% 283,753,154.31 Net cash generated from/used in operating activities (RMB) -277,025,085.26 394,828,331.90 -170.16% 509,889,792.05 Basic earnings per share (RMB/share) 0.1854 0.2349 -21.07% 0.2195 Diluted earnings per share (RMB/share) 0.1836 0.2327 -21.10% 0.2174 Weighted average return on equity (

36、%) 4.23% 5.82% -1.59% 6.18% 31 December 2021 31 December 2020 Change of 31 December 2021 over 31 December 2020 (%) 31 December 2019 Total assets (RMB) 9,699,592,528.61 8,519,336,914.11 13.85% 6,477,955,373.32 Equity attributable to the listed companys shareholders (RMB) 5,800,558,588.34 6,263,921,30

37、4.54 -7.40% 4,944,201,236.25 Note: The Company repurchased some shares during 2021. For details, see “2. Share repurchase” under “XVI Other Significant Events” of Part VI of this Report. According to Preparation Rule 9 on Information Disclosure for Companies Offering Their Securities to the PublicCa

38、lculation and Disclosure of ROE and EPS (2010 Revision), EPS of comparative periods have been recalculated based on the adjusted shares. Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 9 Indicate by tick mark whether the lower of the net profit attributable to the listed companys shareho

39、lders before and after exceptional gains and losses was negative for the last three accounting years, and the latest independent auditors report indicated that there was uncertainty about the Companys ability to continue as a going concern. Yes No Indicate by tick mark whether the lower of the net p

40、rofit attributable to the listed companys shareholders before and after exceptional gains and losses was negative. Yes No VII Accounting Data Differences under Chinas Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Sta

41、ndards 1. Net Profit and Equity under CAS and IFRS Applicable Not applicable No difference for the Reporting Period. 2. Net Profit and Equity under CAS and Foreign Accounting Standards Applicable Not applicable No difference for the Reporting Period. VIII Key Financial Information by Quarter Unit: R

42、MB Q1 Q2 Q3 Q4 Operating revenue 825,678,013.99 1,129,664,102.21 1,291,797,822.97 1,525,550,529.97 Net profit attributable to the listed companys shareholders 42,203,399.57 68,352,143.36 81,457,735.74 58,078,687.20 Net profit attributable to the listed companys shareholders before exceptional gains

43、and losses 39,266,019.69 59,684,487.82 49,859,285.46 1,200,588.63 Net cash generated from/used in operating activities 48,558,082.07 -2,778,441.55 -99,365,759.87 -223,438,965.91 Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materiall

44、y from what have been disclosed in the Companys quarterly or interim reports. Yes No Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 10 IX Exceptional Gains and Losses Applicable Not applicable Unit: RMB Item 2021 2020 2019 Note Gain or loss on disposal of non-current assets (inclusive o

45、f impairment allowance write-offs) 82,233,742.26 7,466,798.65 -413,275.62 Government subsidies charged to current profit or loss (exclusive of government subsidies consistently given in the Companys ordinary course of business at fixed quotas or amounts as per government policies or standards) 15,97

46、1,903.24 25,372,941.13 6,485,365.31 Capital occupation charges on non-financial enterprises that are recognized in profit or loss 881,704.19 1,337,410.12 Current profit or loss on subsidiaries obtained in business combinations involving entities under common control from the period-beginning to comb

47、ination dates, net -5,613,743.03 -5,104,980.13 Gain or loss on fair-value changes on held-for-trading financial assets and liabilities & income from disposal of held-for-trading financial assets and liabilities and available-for-sale financial assets (exclusive of the effective portion of hedges tha

48、t arise in the Companys ordinary course of business) 10,663,119.44 8,463,850.00 15,574,400.00 Reversed portions of impairment allowances for receivables which are tested individually for impairment 9,156,396.52 Non-operating income and expense other than the above 10,640,975.11 -123,367.66 -2,543,08

49、3.02 Less: Income tax effects 17,224,178.81 5,643,715.91 2,635,263.29 Non-controlling interests effects (net of tax) 3,085,681.16 297,430.55 -961,608.55 Total 100,081,584.27 40,119,139.27 12,324,771.80 - Details of other items that meet the definition of exceptional gain/loss: Applicable Not applica

50、ble Foshan Electrical and Lighting Co., Ltd. Annual Report 2021 11 No such cases for the Reporting Period. Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securi