东贝Ｂ股：2018年年度报告（英文版）.PDF

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1、2018 Annual Report 1 / 143 Stock Code：900956 Stock Abbreviation：Dongbei B Huangshi Dongbei Electrical Appliance Co., Ltd. 2018 Annual Report 2018 Annual Report 2 / 143 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. 2The situation of the director who failed to attend Position of the direct

3、or who failed to attend Name of the director who failed to attend Reason for failure to attend Name of proxy Director Ruan Zhengya Working reason Zhu Jinming 3. Hubei Daxin Certified Public Accountants Co., Ltd. ( Special General Partnership) issued standard unqualified auditors report for the Compa

4、ny. Mr. Mr.Zhu Jinming , The Company leader, Ms. Lu Lihua, Chief financial officer and the Mr.Mao Qizhi, the person in charge of the accounting department (the person in charge of the accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this Annual report.

5、 5. The profit allocation plan or the capitalization from capital public reserve during the report period examined by the Board of Directors. Audited by Hubei Daxin Certified Public Accountants Co., Ltd. ( Special General Partnership), the company realized a net profit attributable to shareholders o

6、f the parent company of RMB 110,098,064.74 in 2018, plus an undistributed profit of RMB 666,010,843.42 at the beginning of the year, and a surplus reserve of RMB 9,774,087.62, which was not allocated at the end of 2018. The profit is RMB 766,334,820.54. Considering the interests of shareholders and

7、the companys long-term development, the companys 2018-profit distribution plan is: based on the total share capital of 235,000,000 shares, its proposed that the company will distribute cash dividend of RMB 1.00 per 10 shares (tax inclusive) to all the shareholders, and the estimated profit distribut

8、ion will be RMB 23,500,000, while the rest profit of RMB742,834,820.54 will be for future profit allocation; 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 t

9、he shareholders general meeting. 6.And forward-looking statement Applicable Not 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 risk

10、s. 7. Whether the controlling shareholder and its related parties did not occupy 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： The Company has described the possible ris

11、ks in this years report in order to attract attention from the investors. For more refer to the “ Report of the future development discussion by Board of Directors”. 10.Other Applicable Not applicable 2018 Annual Report 3 / 143 Table of Contents I. Definitions II. Basic Information of the Company an

12、d Financial index III. Outline of Company Business 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. Admini

13、strative structure X. Corporate Bond XI. Financial Report XII. Documents available for inspection 2018 Annual Report 4 / 143 I. Definition 1.Definition In this report, medium, the following words and expressions shall have the following meaning unless otherwise defined: Definition of frequently ment

14、ioned words and expressions Company, The Company, We 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 Ma

15、chinery & electric Refers to Huangshi Xingbei Machinery & 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)

16、 Report period Refers to Year 2018 SSE Refers to Shanghai 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 Art

17、icles of association Refers to The Articles of association 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

18、the Company 黄石东贝电器股份有限公司 Abbr. of the Chinese name 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 Repres

19、entative Name Lu Lihua Huang Jie Contact address No.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

20、 E-mail III.Basic Information about the Company Registered 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

21、, Hubei Province. Postal code of Business address 435000 Website： http:/ E-mail 2018 Annual Report 5 / 143 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 Pub

22、lishing the Annual Report The Place for Placing the 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

23、Relevant Information Certified public accountants engaged 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

24、 Suo Boguo, Zhang Ling Certified public accountants 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 representa

25、tive Duration of continuous supervision Financial 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 thre

26、e years 1.Main accounting data In RMB Main accounting data 2018 2017 Changed over last year（) 2016 Operation revenue 4,273,603,379.98 3,789,307,855.30 12.78 3,473,518,271.43 Net profit attributable to the shareholders of the listed company 110,098,064.74 83,402,663.88 32.01 83,040,363.66 Net profit

27、after deducting of non-recurring gain/loss attributable to the shareholders of listed company 87,904,343.22 56,228,437.99 56.33 57,867,834.66 Cash flow generated by business operation, net 215,815,799.00 207,952,436.34 3.78 -87,308,500.10 2018 Annual Report 6 / 143 End of 2018 End of 2017 Changed ov

28、er last year（) End of 2016 Net assets attributable to the shareholders of the listed company 1,256,897,581.84 1,147,175,783.39 9.56 1,087,134,859.75 Gross assets 4,861,188,873.24 4,701,589,019.10 3.39 4,351,074,660.89 2.Main Financial Index Main Financial index 2018 2017 Changed over last year（) 201

29、6 Basic earning per share(RMB/Share) 0.469 0.355 32.11 0.353 Diluted gains per share(RMB/Share) 0.469 0.355 32.11 0.353 Basic earning per share after deducting of non-recurring gains/losses(RMB/Share) 0.374 0.239 56.48 0.246 Weighted average net asset earning ratio（%） 9.16 7.39 Increased by 1.77% 7.

30、94 Net income on asset, weighted and deducted non-recurring gain/loss(%) 7.31 4.98 Increased by 2.33% 5.54 Notes Applicable Not applicable VIII.The differences between domestic and international accounting standards 1.Simultaneously pursuant to both Chinese accounting standards and international acc

31、ounting standards disclosed in the financial reports 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 di

32、fferences between domestic and international accounting standards Applicable Not applicable IX.Main Financial Index by Quarters of 2018 In RMB First quarter （1-3 Month） Second quarter （4-6 Month） Third quarter （7-9 Month） Fourth quarter （10-12 Month） Operation revenue 953,227,720.27 1,261,124,104.71

33、 916,550,393.82 1,142,701,161.18 Net profit attributable to the shareholders of the listed company 16,059,148.52 32,136,280.39 20,711,163.46 41,191,472.37 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company 9,725,245.02 21,078,430.53 17,077,601.95

34、 40,023,065.72 Net Cash flow generated by business operation -260,970,788.10 28,886,752.01 254,674,737.40 193,225,097.69 Quarterly data and Disclosed periodic reports data discrepancies explained Applicable Not applicable X.Items and amount of non-operating gains and losses: Applicable Not applicabl

35、e 2018 Annual Report 7 / 143 In RMB Items of non-operating gains and losses Amount (2018) Notes (If any) Amount (2017) Amount(2016) Gain/loss form disposal of non-current assets. -5,618,149.48 -11,096,055.52 -7,813,437.33 Tax rebates, reductions or exemptions due to approval beyond authority or the

36、lack of official approval documents Governmental 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. 29,807,370.80 34,318,163.70 38,293,336.06 Capital occupation charges

37、 on non-financial enterprises that are recorded into 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 investmen

38、ts Gain/loss on non-monetary asset swap Gain/loss 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

39、fee Gains/losses exceeding the fair value arising 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 anising from contingent ma

40、tters irrelevant with the Companys normal operation 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 monentary assets, transactional

41、 financial liabilities and financial assets available for sale excluding the effective hedging transaction in connection with the Companys normal business Reverse of the provision for impairment of acounts receivable undergoing impairment test individually Gain/loss from external entrusted loan Gain

42、 and loss arising from change in the fair value of the investment based real estate measure afterwards by means of fair value mondel Influence upon the current gains and losses from the once-and for all adjustment over the current gains and losses according to the taxation and accounting laws and re

43、gulations Income from custodian charge obtained 2018 Annual Report 8 / 143 from entrusted operation Operating income and expenses other than the aforesaid items 4,626,004.71 10,872,405.78 6,513,157.81 Other gains/losses in compliance with the definition of non-recurring gain/loss Influenced amount o

44、f minor shareholders equity -2,291,327.90 - 1,506,569.15 -7,250,561.72 Influenced amount of income tax -4,330,176.61 - 5,413,718.92 -4,569,965.82 Total 22,193,721.52 27,174,225.89 25,172,529.00 XI. Fair value measurement Applicable Not applicable XII.Other Applicable Not applicable III. Outline of C

45、ompany Business I.Main businesses , business mode and industry situation of the company in the reporting period 1. The main business The main business of the Company is professional research and development, production of high-efficiency energy-saving environmental protection refrigeration compresso

46、r, with products including 7 series and more than 200 varieties, more product models and specific specifications, and the Company is the only one to win the Second National Prize for Progress in Science and Technology in the industry.Also in the industry, the company is the sole enterprise thats awa

47、rded the second prize of national science and technology progress. 2. Business Mode: Through the measures of personalized service, the company has established long-term cooperative relationship with a great number of domestic and foreign consumers which also are well-known companies. The company has

48、 been always seeking to provide customers with better quality products and better services of pre-sales, sales and after-sales. Furthermore, the company has set up the high-efficient communication mechanism with customers, established strategic partnerships with key customers and constantly pays att

49、ention to the customers satisfaction to the companys product quality and technical services. When the sales department of the company carries out the product marketing, it will, according to different needs and requirements of users, set up the policy of One user, One Strategy to provide customers b

50、etter personalized product and service. Meanwhile, the company has set up user-records and implemented the regular and random visits to customers, established the One stop nanny service for quaternity service of quality, technology, service and sales and has shaped a sound service network, thus to i