东贝Ｂ股：东贝B股2019年年度报告（英文版）.PDF

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1、2019 Annual Report 1 / 153 Stock Code：900956 Stock Abbreviation：Dongbei B Huangshi Dongbei Electrical Appliance Co., Ltd. 2019 Annual Report 2019 Annual Report 2 / 153 Important Notes 1.The Board of Directors ， Supervisory Committee， directors , supervisors and Senior Executives of the Company hereb

2、y guarantees that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. 2. All the directors attended the board meeting for reviewing the Annual R

3、eport. 3. Hubei Daxin Certified Public Accountants Co., Ltd. ( Special General Partnership) issued standard unqualified auditors report for the Company. 4. Mr.Zhu Jinming, Person in charge of the Company, Ms. Lu Lihua, Chief financial officer and the Ms. Chen Jia, the person in charge of the account

4、ing department (the person in charge of the accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this annual report. 5. The profit allocation plan or the capitalization from capital public reserve during the report period examined by the Board of Directors

5、. Audited by Hubei Daxin Certified Public Accountants Co., Ltd. ( Special General Partnership), the company realized a net profit attributable to shareholders of the parent company of RMB 136,862,248.79 in 2019, plus an undistributed profit of RMB 764,490,465.17 at the beginning of the year, and a s

6、urplus reserve of RMB9,884,076.91, the distribution of common stock dividends is RMB 58,750,000.00 , which was not allocated at the end of 2019. The profit is RMB 832,718,637.05. Taking into account the Companys development and project construction needs for funds, the companys 2019-profit distribut

7、ion plan is proposed : and there are no bonus shares and no increasing shares by converting capital reserves in the current year. The afore-said profit distribution plan still needs to be reviewed and approved by the shareholders general meeting of 2019. 6.And forward-looking statement Applicable No

8、t applicable Such as those involving the future operational plans in this report shall not be considered as virtual prolmises of the Company to investors. And investors are kindly reminded to pay attention to possible risks. 7. Whether the controlling shareholder and its related parties did not occu

9、py the funds of the Company for operation. No. 8. Whether the Company did not provide guarantee in violation of specified decision-making procedure. No 9.Reminder of Major Risks： Applicable Not applicable The Company has described the possible risks in this years report in order to attract attention

10、 from the investors. For more refer to the “ Report of the future development discussion by Board of Directors”. 10.Other Applicable Not applicable . 2019 Annual Report 3 / 153 Table of Contents I. Definitions II. Basic Information of the Company and Financial index III. Outline of Company Business

11、IV. 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

12、Report XII. Documents available for inspection 2019 Annual Report 4 / 153 I. Definition 1.Definition In this report, medium, the following words and expressions shall have the following meaning unless otherwise defined: Definition of frequently mentioned words and expressions Company, The Company, W

13、e Refers to Huangshi Dongbei Electrical Appliance Co., Ltd. Dongbei Group, Controlling shareholder Refers to Huangshi Dongbei Electromechanical Group Co., Ltd Refrigerator Industry Refers to Huangshi Dongbei Refrigerator Industry Co., Ltd Xingbei Machinery & electric Refers to Huangshi Xingbei Machi

14、nery & electric Co., Ltd. Huizhi Partnership Refers to Huangshi Huizhi Investment Partnership (Limited partnership) Daxin, Daxin Certified Public Accountants Refers to Hubei Daxin Certified Public Accountants Co., Ltd. ( Special General Partnership) Report period Refers to Year 2019 SSE Refers to Sh

15、anghai Stock Exchange CSRC Refers to China Securities Regulatory Commission The Securities Law Refers to The Securities Law of the Peoples Republic of China The Company Law Refers to The Company Law of the Peoples Republic of China Articles, The Articles of association Refers to The Articles of asso

16、ciation of Huangshi Dongbei Electrical Appliance Co., Ltd. Yuan, Million Yuan, Billion Yuan Refers to RMB Yuan , RMB million Yuan,RMB Billion Yuan II. Basic Information of the Company and Financial index I.Information of the Company Chinese name of the Company 黄石东贝电器股份有限公司 Abbr. of the Chinese name

17、of the Company 东贝B股 English name of the Company Huangshi Dongbei Electrical Appliance Co.,Ltd English Abbreviation DONGBEI Legal representative of the Company Zhu Jinming II.Contact person and contact manner Board secretary Securities affairs Representative Name Lu Lihua Huang Jie Contact address No

18、.6, Jinshan East Road, Economic & Technology Development Zone, Huangshi City, Hubei Province. No.6, Jinshan East Road, Economic & Technology Development Zone, Huangshi City, Hubei Province. Tel 0714-5415858 0714-5415858 Fax 0714-5415858 0714-5415858 E-mail III.Basic Information about the Company Reg

19、istered Address: No.6, Jinshan East Road, Economic & Technology Development Zone, Huangshi City, Hubei Province. Postal code of Registered address 435000 Business Address No.6, Jinshan East Road, Economic & Technology Development Zone, Huangshi City, Hubei Province. Postal code of Business address 4

20、35000 Website： http:/ 2019 Annual Report 5 / 153 E-mail IV.The Place for Placing the Annual Report and the Information Disclosure Newspapers for Information Disclosure Shanghai Securities Daily and Hong Kong Commercial Daily Internet Website for Publishing the Annual Report The Place for Placing the

21、 Annual Report Securities Dept. of the Company V.Stock Profile Stock Condition of the Company Type Stock exchange for listing Stock Abbreviation Stock Code Stock Abbreviation (Before change) B share Shanghai Stock Exchange Dongbei B 900956 VI.Other Relevant Information Certified public accountants e

22、ngaged by the Company（Domestic） Name Hubei Daxin Certified Public Accountants Co., Ltd. ( Special General Partnership) Office address 16/F, Zhiyin Media Square, No.31, Zhongbei Road, Wuhan Names of the Certified Public Accountants as the signatories Suo Baoguo, Zhang Ling Certified public accountant

23、s engaged by the Company（Overseas） Name Office address Names of the Certified Public Accountants as the signatories Sponsor engaged by the Company for performing continuous supervision duties in reporting period Name Office address Sponsor representative Duration of continuous supervision Financial

24、adviser engaged by the Company for performing continuous supervision duties in reporting period Name Office address Financial adviser Duration of continuous supervision VII.Main accounting data and financial indicators of the Company in the last three years 1.Main accounting data In RMB Main account

25、ing data 2019 2018 Changed over last year（) 2017 Operation revenue 4,617,833,609.48 4,273,603,379.98 8.05 3,789,307,855.30 Net profit attributable to the shareholders of the listed company 136,862,248.79 110,098,064.74 24.31 83,402,663.88 Net profit after deducting of non-recurring gain/loss attribu

26、table to the shareholders of listed company 98,761,906.85 87,904,343.22 12.35 56,228,437.99 Cash flow generated by business operation, net 405,364,963.05 215,815,799.00 87.83 207,952,436.34 2019 Annual Report 6 / 153 End of 2019 End of 2018 Changed over last year（) End of 2017 Net assets attributabl

27、e to the shareholders of the listed company 1,332,691,814.28 1,256,897,581.84 6.03 1,147,1750.15% Gross assets 5,056,674,282.87 4,861,188,873.24 4.02 4,701,589,019.10 2.Main Financial Index Main Financial index 2018 2017 Changed over last year（) 2016 Basic earning per share(RMB/Share) 0.582 0.469 24

28、.09 0.355 Diluted gains per share(RMB/Share) 0.582 0.469 24.09 0.355 Basic earning per share after deducting of non-recurring gains/losses(RMB/Share) 0.420 0.374 12.30 0.239 Weighted average net asset earning ratio （%） 10.340 9.16 Increased by 1.18% 7.39 Net income on asset, weighted and deducted no

29、n-recurring gain/loss(%) 7.460 7.31 Increased 0.15% 4.98 Note Applicable Not applicable VIII.The differences between domestic and international accounting standards 1.Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed in the financial report

30、s of differences in net income and net assets. Applicable Not applicable 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards. Applicable Not applicable 3.Notes of the differences between domestic and international accoun

31、ting standards Applicable Not applicable IX.Main Financial Index by Quarters of 2019 In RMB First quarter （1-3 Month） Second quarter （4-6 Month） Third quarter （7-9 Month） Fourth quarter （10-12 Month） Operation revenue 1,150,098,242.54 1,317,416,258.95 965,123,623.22 1,185,195,484.77 Net profit attri

32、butable to the shareholders of the listed company 22,060,671.33 40,355,981.17 28,100,611.95 46,344,984.34 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company 13,683,428.39 33,313,113.52 22,652,171.12 29,113,193.82 Net Cash flow generated by busine

33、ss operation -93,545,372.56 160,213,068.15 63,568,510.69 275,128,756.77 Quarterly data and Disclosed periodic reports data discrepancies explained Applicable Not applicable X.Items and amount of non-operating gains and losses: Applicable Not applicable In RMB Items of non-operating gains and losses

34、Amount (2019) Notes (If any) Amount (2018) Amount(2017) Gain/loss form disposal of non-current assets. 12,335,173.86 -5,618,149.48 -11,096,055.52 Tax rebates, reductions or exemptions due to approval beyond authority or the lack of 2019 Annual Report 7 / 153 official approval documents Governmental

35、Subsidy accounted as current gain/loss, except for those subsidies at with amount or quantity fixed by the national government and closely related to the Companys business operation. 35,184,562.16 29,807,370.80 34,318,163.70 Capital occupation charges on non-financial enterprises that are recorded i

36、nto current gains and losses Gains due to that the investment costs for the Company to obtain subsidiaries, associates and joint ventures are lower than the enjoyable fair value of the identifiable net assets of the investees when making the investments Gain/loss on non-monetary asset swap Gain/loss

37、 on entrusting others with investments or asset management Asset impairment provisions due acts of God such as natural disasters Gains/losses of debt restructure Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains/losses exceeding the fair value arising

38、 from transactions with obviously unfair prices Net gain and loss of the subsidiary under the common control and produced from enterprise consolidation from the beginning of the period to the consolidation date Gain and loss arising from contingent matters irrelevant with the Companys normal operati

39、on business Gain and loss from change of the fair value arising from transactional monetary assets, transactional financial liabilities as held as well as the investment income arising from disposal of the transactional monetary assets, transactional financial liabilities and financial assets availa

40、ble for sale excluding the effective hedging transaction in connection with the Companys normal business / Profits and losses resulting from the changes in fair value for holding trading financial assets, derivative financial assets and trading financial liabilities, derivative financial liabilities

41、 and investment income from disposal of trading financial assets, derivative financial assets, trading financial liabilities, derivative financial liabilities, and other obligatory right investment, excluding the effective hedging businesses related to the regular business operation of the Company /

42、 Reverse of the provision for impairment of accounts receivable undergoing impairment test individually Gain/loss from external entrusted loan Gain and loss arising from change in the fair value of the investment based real estate measure afterwards by means of fair value model Influence upon the cu

43、rrent gains and losses from the once-and for all adjustment over 2019 Annual Report 8 / 153 the current gains and losses according to the taxation and accounting laws and regulations Income from custodian charge obtained from entrusted operation Operating income and expenses other than the aforesaid

44、 items 5,479,599.12 4,626,004.71 10,872,405.78 Other gains/losses in compliance with the definition of non-recurring gain/loss Influenced amount of minor shareholders equity -5,443,356.77 -2,291,327.90 - 1,506,569.15 Influenced amount of income tax -9,455,636.43 -4,330,176.61 - 5,413,718.92 Total 38

45、,100,341.94 22,193,721.52 27,174,225.89 XI. Fair value measurement Applicable Not applicable XII.Other Applicable Not applicable III. Outline of Company Business I.Main businesses , business mode and industry situation of the company in the reporting period 1. The main business During the reporting

46、period, the Companys main business has not undergone major changes. As a Chinas major refrigeration compressor manufacturer, it mainly develops, produces, and sells high-efficiency, energy-saving and environmentally friendly refrigeration compressors. The products have the characteristics of many mo

47、dels, full specifications and large power span. Those products are mainly used in household refrigerators, freezers and other household appliances, as well as used in commercial areas such as supermarket freeze display cabinets, refrigeration island cabinets for supermarkets, fresh-keeping cabinets,

48、 and car refrigerators. 2. Business Mode: During the reporting period, No major changes have taken place in the Companys main business model. The compressor, as a key component, is an intermediate product. The Company is a manufacture enterprise whose business includes the entire process of product

49、development, manufacturing, and marketing. The Company provides customers with high-quality products and supporting services, it has established effective communication mechanisms with customers and set up strategic partnerships with key customers, and the Company conducts regular or irregular visit

50、s and exchanges with users, thereby establishing an overall and integrated service mechanism of quality, technology, service and marketing. 3. Industry Description The development cycle and operating conditions of the refrigerator and freezer compressor industry are related to the development and op