200581苏威孚b2016年年度报告-英文版2017-04-18_W

1、无锡威孚高科技集团股份有限公司 2016 年年度报告全文Weifu High-Technology Group Co., Ltd.ANNUAL REPORT 2016April 20171无锡威孚高科技集团股份有限公司 2016 年年度报告全文Section I. Important Notice, Contents and ParaphraseBoard of Directors, Supervisory Committee, all directors, supervisors and senior executives of Weifu High-Technology Group Co.

2、, 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 conten

3、ts.Chen 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 Mee

4、ting for annual report deliberation except for the followedName of director absentTitle for absent directorReasons for absentAttorneyRudolf MaierDirectorOn a business tripChen XuejunChen YudongDirectorOn a business tripChen XuejunConcerning the forward-looking statements with future planning involve

5、d 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 Analysi

6、s of the 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

7、 Kong Commercial Daily 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 i

8、s: based on total stock 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.21ContentsSection I Important Notice, Contents and Paraphrase2Secti

9、on II Company Profile and Main Finnaical Indexes5Section III Summary of Company Business9Section IV Discussion and Analysis of Operation12Section V Important Events35Section VI Changes in shares and particular about shareholders48Section VII Preferred Stock53Section VIII Particulars about Directors,

10、 Supervisors,Senior Executives and Employees54Section IX Corporate Governance63Section X Corporate Bond69Section XI Financial Report70Section XII Documents Available for Reference197ParaphraseItemsRefers toContentsCompany, The Company, Weifu High-technologyRefers toWeifu High-Technology Group Co., L

11、td.Weifu GroupRefers toWuxi Weifu Group Co., Ltd.Industry GroupRefers toWuxi Industry Development Group Co., Ltd.Robert Bosch, Robert Bosch CompanyRefers toRobert Bosch Co., Ltd., ROBERT BOSCH GMBHBosch Automobile Diesel, Bosch Diesel SystemRefers toBosch Automobile Diesel System Co., Ltd.Weifu Auto

12、motive DieselRefers toWuxi Weifu Automotive Diesel System Co., Ltd.Weifu LeaderRefers toWuxi Weifu Leader Catalytic Converter Co., Ltd.Weifu JinningRefers toNanjing Weifu Jinning Co., Ltd.Weifu ChanganRefers toWuxi Weifu Changan Co., Ltd.Weifu MashanRefers toWeifu Mashan Pump Glib Co., Ltd.Weifu ITM

13、Refers toWuxi Weifu ITM Supercharging Technique Co., Ltd.Weifu TianliRefers toNingbo Weifu Tianli Supercharging Technique Co., Ltd.Weifu SchmidtRefers toWuxi Weifu Schmidt Power System Spare Parts Co., Ltd.Weifu International TradeRefers toWuxi Weifu International Trade Co. Ltd.Weifu AutocamRefers t

14、oWuxi Weifu-Autocam Fine Machinery Co. Ltd.Weifu EnvironmentRefers toWuxi Weifu Environment Catalyst Co.,Ltd.Kunming XitongRefers toKunming Xitong Machinery Co., Ltd.Weifu TianshiRefers toAnhui Weifu Tianshi Machinery Co., Ltd.Weifu Precision MachineryRefers toWeifu Precision Machinery Manufacturing

15、 Co., Ltd.Zhonglian ElectronicRefers toZhonglian Automobile Electronic Co., Ltd.Taiji IndustrialRefers toWuxi Taiji Industrial Co., Ltd.CSRCRefers toChina Securities Regulatory CommissionSZ Stock ExchangeRefers toShenzhen Stock ExchangeJiangsu GongzhengRefers toJiangsu Gongzheng Tianye Certified Pub

16、lic Accountants Co., Ltd. (Special Ordinary Partnership)The reporting periodRefers toFrom 1 Jan. 2016 to 31 Dec. 2016Section II Company Profile and Main Finnaical IndexesI. Company informationShort form of the stockWeifu High- Tech, Su Weifu-BStock code000581, 200581Stock exchange for listingShenzhe

17、n Stock ExchangeName 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.,LTD.Short form of foreign name of the Company (if applicable)WFHTLegal representativeChen XuejunRegistrations add.No.5

18、, Huashan Road, New District, Wuxi CityCode for registrations add214028Offices add.No.5, Huashan Road, New District, Wuxi CityCodes for office add.214028Companys Internet Web SiteE-mailWeb II. Person/Way to contactSecretary of the BoardRep. of security affairsNameZh

19、ou WeixingYan GuohongContact add.No.5, Huashan Road, New District, Wuxi CityNo.5, Huashan Road, New District, Wuxi CityTel.0510-805059990510-80505999Fax.0510-805051990510-80505199E-III. Information disclosure and preparation placeNewspaper appointed for in

20、formation disclosureSecurities Times; China Securities Journal; Hong Kong Commercial DailyWebsite for annual report publish appointed byCSRCPreparation place for annual reportOffice of the Board of DirectorsIV. Registration changes of the Company组织机构代码 91320200250456967NChange

21、s of main business since listing (if applicable)No changePrevious changes for controlling shareholders (if applicable)The Companys controlling shareholder was Weifu Group before 2009.The controlling shareholder changed to Industry Group from 31st May 2009 because Industry Group merged Weifu Group in

22、 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 actualcontroller had no changes.V. Other relevant informationCPA engaged by the CompanyName of CPAJiangsu Gongzheng Tianye

23、 Certified Public Accountants Co., Ltd. (Special Ordinary Partnership)Offices add. for CPA10/F, No.5 Building, Jiakaicheng Fortune Center, Jingrong 3rd Street, Taihu Xincheng, Binghu District, Wuxi, Jiangsu ProvinceSigning AccountantsBo Lingjing, Meng YinSponsor engaged by the Company for performing

24、 continuous supervision duties in reporting period Applicable Not applicableFinancial consultant engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicableVI. Main accounting data and financial indexesWhether it has retroactive adjustment or re-

25、statement on previous accounting data for accounting policy changed and accounting error correction or not Yes No20162015Changes over last year2014Operating income (RMB)6,422,700,399.275,741,643,746.4211.86%6,354,480,020.38Net profit attributable to shareholders of the listed company(RMB)1,672,224,3

26、17.051,515,388,285.7110.35%1,539,439,686.81Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)1,435,963,836.761,232,371,453.6216.52%1,404,877,811.26Net cash flow arising from operating activities(RMB)527,344,364.04542,045,770.17-2.71%889,

27、899,654.79Basicearningspershare (RMB/Share)1.661.4911.41%1.51Dilutedearningspershare (RMB/Share)1.661.4911.41%1.51Weighted average ROE13.53%13.32%0.21%15.05%End of 2016End of 2015Changes over end of last yearEnd of 2014Total assets (RMB)17,263,771,897.7815,704,093,069.049.93%14,488,589,167.90Net ass

28、ets attributable to shareholder of listed company (RMB)12,927,344,292.4711,783,228,273.399.71%10,859,034,688.96VII. Difference of the accounting data under accounting rules in and out of China1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International

29、Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicableThe Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting

30、 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 Accepted Accounting Principles) Applicable Not applicableThe Company had no difference of the net profit or net assets disclosed in

31、 financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period.VIII. Quarterly main financial indexIn RMB1st Q2nd Q3rd Q4th QOperating income1,533,288,775.971,833,187,676.521,522,896,852.891,533,327,093.89Net profit attributable to s

32、hareholders of the listed company405,471,329.51538,097,206.21366,126,109.76362,529,671.57Net profit attributable to shareholders of the listed company after deducting non- recurring gains and losses331,616,138.91498,016,578.22307,178,949.97299,152,169.66Net cash flow arising from operating activitie

33、s42,831,760.61150,709,254.3455,521,302.20278,282,046.89Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the companys quarterly report and semi-annual reportYes NoIX. Items and amounts of extraordin

34、ary profit (gains)/lossApplicable Not applicableIn RMBItem201620152014NoteGains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets)-6,229,604.16-8,835,206.68-16,283,213.60Governmental subsidy reckoned into current gains/losses (not including

35、the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to enterprises business)43,963,942.28142,227,027.11170,915,324.15Including government subsidy income received from relocation bypolicyProfit and loss of assets delegation on others investment or manage

36、ment205,047,032.68162,047,876.71158,156,542.41Held transaction financial asset, gains/losses of changes of fair values from transaction financial liabilities, and investment gains from disposal of transaction financial asset, transaction financial liabilities and financial asset available for sales,

37、 exclude the effective hedging business relevant with normal operations of theCompany31,650,057.18102,044,890.13Switch back of provision for depreciation of account receivable which was singly taken depreciation test2,338,453.694,097,243.963,970,434.00Other non-operating income and expenditure excep

38、t for the aforementioned items4,481,317.09-1,235.462,049,146.66Relocation expenses-57,116.41-68,257,168.60-158,174,925.50Less: Impact on income tax42,191,376.7849,378,731.3224,042,902.11Impact on minority shareholders equity (post-tax)2,742,225.28927,863.762,028,530.46Total236,260,480.29283,016,832.

39、09134,561,875.55-Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement 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

40、 profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary Profit/loss, explain reasons Applicable Not applicableIn reporting period, the Company has no particular about items defined as recurring profit (gain)/loss ac

41、cording to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary Profit/lossSection III Summary of Company BusinessI. Main businesses of the company in the reporting period(I) Main busine

42、ss of the company1. The company belongs to auto parts industry, and its main 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

43、are widely used in different power diesel engines supporting all types of trucks, 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,

44、Southeast Asia, and the Middle East. The products meet the needs of emission regulations 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 w

45、heel diameter range of air management system products (supercharger) covers 30mm to 125mm 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 pass

46、enger cars. The company has the vacuum valve control that meets the emission standards of Euro 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 g

47、asoline engine turbochargers.3. Business model of the companyThe company follows the operating philosophy 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

48、 subsidiaries decentralize the production. Namely, the group company is responsible for making strategic development planning and operation targets, and making the unified management, instruction and assessment for the finance, significant personnel management, core raw materials, quality control, a

49、nd technology of the subsidiaries. The subsidiaries arrange production based on the order management model of 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 produc

50、tion and supply, and improve the companys economic benefits.During the reporting period, the companys main business and business model has no significant changes.(II) Development stage and periodic characteristics of the industry the company involves and the companys industry position during the rep

51、orting periodThe Company belongs to the industry of auto parts, which is closely related to macro-economic situations, auto industry policies and market demands. The Company has grown into one of key domestic enterprises forproviding core auto (power engineering) parts after more than 60 years of de

52、velopment, and has formed a distinct advantage within industry since it has always kept pace with the upgrading of national motor vehicle emission standards, been busy with strategic disposition and enhanced its technical reserves these years. The Company features a full line of diesel fuel injectio

53、n systems as well as excellent exhaust gas after-treatment system technology. As a major provider for domestic self-owned motor after-treatment market, the Company takes a leading position in domestic market in terms of technical level, market size and production capability with high superiority in

54、its integrated technology of catalyst and after-treatment system. The Company also has a full line of air intake systems (supercharger) and its technical strength is a lead in domestic market with the production in line with national emission standard. At present, the Company has finished the whole

55、industry chain layout in terms of air intake system, diesel fuel injection system and exhaust gas after-treatment system, which is able to provide systematic integration solution for the customers, and it is also one of the companies which have the most complete product reserves and can satisfy the

56、national emission standard.From the perspective of development history of Chinese auto market, it has stepped into a mature stage with stable growth after rapid growth in past decades of years, and the sales growth will be slowing down every year in future and the core technologies will be changing with each passing day. Nowadays, the problems regarding pollut