鲁泰Ｂ：2018年年度报告（英文版）.PDF

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1、Lu Thai Textile Co., Ltd. Annual Report 2018 1 LU THAI TEXTILE CO., LTD. ANNUAL REPORT 2018 March 2019 Lu Thai Textile Co., Ltd. Annual Report 2018 2 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,

2、 supervisors and senior management of Lu Thai Textile 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 severally liable for any misrepresentations, misleading state

3、ments or material omissions therein. Liu Zibin, the Companys legal representative, Zhang Hongmei, the Companys Chief Accountant, and Zhang Keming, the Companys Financial Manager hereby guarantee that the Financial Statements carried in this Report are factual, accurate and complete. All the Companys

4、 directors have attended the Board meeting for the review of this Report and its summary. The Company has described in detail in this Report the possible risks. Please refer to the contents about the major risks and countermeasures in “Outlook of the Companys future development” in “Part IV Operatin

5、g Performance Discussion and Analysis” of this Report. Securities Times, Shanghai Securities News, China Securities Journal, Ta Kung Pao (HK) and have been designated by the Company for its information disclosure in 2019. And all information about the Company shall be subject to whats disclosed by t

6、he Company on the aforesaid media. Investors are kindly reminded to pay attention to investment risks. The Board has approved a final dividend plan as follows: based on the 858,121,541 shares, a cash dividend of RMB5.00 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no

7、bonus issue from either profit or capital reserves. This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. Lu Thai Textile Co., Ltd. Annual Report 2018 3 Table of

8、 Contents Part I Important Notes, Table of Contents and Definitions . 2 Part II Corporate Information and Key Financial Information . 5 Part III Business Summary . 9 Part IV Operating Performance Discussion and Analysis . 12 Part V Significant Events . 30 Part VI Share Changes and Shareholder Inform

9、ation . 46 Part VII Preferred Shares . 54 Part VIII Directors, Supervisors, Senior Management and Staff . 55 Part IX Corporate Governance . 66 Part X Corporate Bonds . 76 Part XI Financial Statements . 77 Part XII Documents Available for Reference . 193 Lu Thai Textile Co., Ltd. Annual Report 2018 4

10、 Definitions Term Definition The “Company”, “LTTC”, “Issuer” or “we” Lu Thai Textile Co., Ltd. and its consolidated subsidiaries, except where the context otherwise requires The Board of Directors The Board of Directors of Lu Thai Textile Co., Ltd. The Supervisory Committee The Supervisory Committee

11、 of Lu Thai Textile Co., Ltd. CSRC The China Securities Regulatory Commission RMB, RMB0,000 Expressed in the Chinese currency of Renminbi, expressed in ten thousand Renminbi The “Company Law” The “Company Law of the Peoples Republic of China” The “Securities Law” The “Securities Law of the Peoples R

12、epublic of China” The “Reporting Period” or “Current Period” The period from 1 January 2018 to 31 December 2018 Lu Thai Textile Co., Ltd. Annual Report 2018 5 Part II Corporate Information and Key Financial Information I Corporate Information Stock name LTTC, LTTC-B Stock code 000726, 200726 Changed

13、 stock name (if any) N/A Stock exchange for stock listing Shenzhen Stock Exchange Company name in Chinese 鲁泰纺织股份有限公司 Abbr. 鲁泰纺织 Company name in English (if any) LU THAI TEXTILE CO.，LTD Abbr. (if any) LTTC Legal representative Liu Zibin Registered address No. 11, Mingbo Road, High-tech Industry Devel

14、opment Zone, Zibo, Shandong, P.R.China Zip code 255086 Office address No. 81, Songling East Road, Zichuan District, Zibo, Shandong, P.R.China; No. 11, Mingbo Road, High-tech Industry Development Zone, Zibo, Shandong, P.R.China Zip code 255100; 255086 Company website Email address II Contact Informat

15、ion Board Secretary Securities Representative Name Qin Guiling Zheng Weiyin and Li Kun Address No. 81, Songling East Road, Zichuan District, Zibo, Shandong, P.R.China No. 81, Songling East Road, Zichuan District, Zibo, Shandong, P.R.China Tel. 0533-5266188 0533-5285166 Fax 0533-5418805 0533-5418805

16、Email address ， III Media for Information Disclosure and Place where this Report Is Lodged Newspapers designated by the Company for information disclosure Securities Times, Shanghai Securities News, China Securities Journal and Ta Kung Pao (HK) Website designated by CSRC for publication of this Repo

17、rt Lu Thai Textile Co., Ltd. Annual Report 2018 6 Place where this Report is lodged The Securities Department of the Company IV Change to Company Registered Information Unified social credit code 91370300613281175K Change to principal activity of the Company since going public (if any) No change Eve

18、ry change of controlling shareholder since incorporation (if any) No change V Other Information The independent audit firm hired by the Company: Name Ruihua Certified Public Accountants LLP Office address 5-11F, West Tower, China Overseas Property Plaza, Block No. 7, Compound No. 8, Xibinhe Road, Yo

19、ngdingmen, Dongcheng District, Beijing, P.R.C. Accountants writing signatures Wang Chuanshun and Cui Xiaoli The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable The independent financial advisor hired by the

20、 Company to exercise 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 2018 2017 2018-over-2017 change (%) 2016 Operating revenue (

21、RMB) 6,879,058,813.93 6,409,224,044.97 7.33% 5,990,493,909.36 Net profit attributable to the listed companys shareholders (RMB) 811,526,477.83 841,150,934.75 -3.52% 808,760,025.91 Net profit attributable to the listed companys shareholders before exceptional items (RMB) 805,197,824.28 780,637,833.47

22、 3.15% 762,785,364.02 Net cash generated from/used in operating activities (RMB) 1,430,341,663.16 1,070,510,653.43 33.61% 1,314,732,284.45 Basic earnings per share (RMB/share) 0.90 0.91 -1.10% 0.85 Diluted earnings per share (RMB/share) 0.90 0.91 -1.10% 0.85 Weighted average return on equity (%) 11.

23、24% 11.87% -0.63% 11.70% 31 December 31 December 2017 Change of 31 December 2018 over 31 December Lu Thai Textile Co., Ltd. Annual Report 2018 7 2018 31 December 2017 (%) 2016 Total assets (RMB) 10,537,759,811.84 10,170,624,027.75 3.61% 9,464,604,315.39 Equity attributable to the listed companys sha

24、reholders (RMB) 7,146,548,467.86 7,230,942,770.16 -1.17% 6,970,913,125.59 VII Accounting Data Differences under Chinas Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Profit and Equity under CAS and IF

25、RS 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: RMB Q1 Q2 Q3 Q4 Operating revenue 1,519,803,691.2

26、4 1,760,604,084.58 1,743,184,011.30 1,855,467,026.81 Net profit attributable to the listed companys shareholders 159,278,371.57 218,077,587.45 209,540,056.51 224,630,462.30 Net profit attributable to the listed companys shareholders before exceptional items 138,044,830.06 228,388,087.15 224,130,296.

27、96 214,634,610.11 Net cash generated from/used in operating activities 84,118,827.13 613,665,883.64 425,367,905.98 307,189,046.41 Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from what have been disclosed in the Companys

28、quarterly or interim reports. Yes No IX Exceptional Gains and Losses Applicable Not applicable Unit: RMB Item 2018 2017 2016 Note Gain or loss on disposal of non-current assets (inclusive of impairment 20,670,427.42 -1,326,737.85 -8,321,693.49 Lu Thai Textile Co., Ltd. Annual Report 2018 8 allowance

29、 write-offs) Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Companys ordinary course of business at fixed quotas or amounts as per the governments uniform standards) 63,680,098.12 66,031,583.92 64,121,633.01 Current profit or loss on subsidiari

30、es obtained in business combinations involving enterprises under common control from the period-beginning to combination dates, net 4,145,908.17 Gain or loss on fair-value changes in trading financial assets and liabilities & investment income from disposal of trading financial assets and liabilitie

31、s and available-for-sale financial assets (exclusive of effective portion of hedges that arise in the Companys ordinary course of business) -63,632,606.67 4,794,598.32 3,212,471.16 Non-operating income and expense other than the above 2,784,021.34 4,638,779.84 3,925,471.62 Less: Income tax effects 6

32、,656,476.16 8,690,224.28 3,065,544.25 Non-controlling interests effects (net of tax) 10,516,810.50 9,080,806.84 13,897,676.16 Total 6,328,653.55 60,513,101.28 45,974,661.89 - Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory A

33、nnouncement No. 1 on Information Disclosure for Companies Offering Their Securities to the PublicExceptional Gain/Loss Items: Applicable Not applicable No such cases for the Reporting Period. Lu Thai Textile Co., Ltd. Annual Report 2018 9 Part III Business Summary I Principal Activity of the Company

34、 in the Reporting Period Is the Company subject to any industry-specific disclosure requirements? No. No changes occurred to the Companys core businesses, primary products, business models and major growth drivers in the Reporting Period. Lu Thai has always adhered to its mission of “creating wealth

35、, contributing to the society, clothing the world and weaving our way to every corner of the globe”, as well as to its values of “people foremost policy, rigorous scientific attitude, client oriented principle and integrity for win-win outcome” for a long time. It is devoted to improving and expandi

36、ng its industrial chain, making it a renowned textile and garment business group combing cotton growing, spinning, bleaching and dyeing, neatening, testing, garment making and marketing. Lu Thai produces and sells middle and high-grade yarn-dyed fabric and dyeing fabric for shirts and garment. It cl

37、aimed its fame for its comprehensive management, R&D ability, advanced technology, international development plan and stable quality. Moreover, it also attaches great importance to improve the added value of its products, explore the emerging market and renew its service philosophy. With natural fab

38、ric as its flagship, multi-component functional fiber fabric as its spearhead and wash-and-wear non-ironing technology as its core competency, the Company kept a watchful eye on the latest consumption trend. Great attention was paid to improve its healthy product series so as to satisfy the needs fr

39、om the diversified and personalized market. Lu Thai has become the worlds largest high-grade yarn dyed fabric producer and a world-class premium shirt provider. It had paved its development pattern featured in going green, low-carbon growth, science and technology and humanism. Its operation perform

40、ance was always among the top comparing to its peers. 70% of Lu Thais products are exported to over 30 countries and regions including America, the EU and Japan, of which more than 70% is under the Companys own brand. So far, the Company has taken up around 18% of the world market of yarn dyed fabri

41、c for medium- and high-end shirts. II Significant Changes in Major Assets 1. Significant Changes in Major Assets Major assets Main reason for significant changes Construction in progress The amount as at 31 December 2018 was RMB337,230,646.42, up 57.34% from the beginning amount, primarily driven by

42、 a larger construction investment in and more to-be-installed equipment of the second phase of the Lu Thai (Vietnam) project. 2. Major Assets Overseas Applicable Not applicable Lu Thai Textile Co., Ltd. Annual Report 2018 10 Asset Source Asset value (RMB) Location Management model Control measures t

43、o protect asset safety Return generated (RMB) As % of the Companys equity Material impairment risk (yes/no) Lu Thai (Hong Kong) Textile Co., Ltd. Incorporated 158,113,858.58 Hong Kong Marketing Main management personnel sent by the Company as the parent 4,021,080.04 2.05% No Lu Thai (America) Textil

44、e Co., Ltd. Incorporated 11,650,032.05 New York Marketing Main management personnel sent by the Company as the parent -433,472.32 0.15% No Lu Thai (Cambodia) Textile Co., Ltd. Incorporated 151,429,516.55 Svay Rieng Manufacturing Main management personnel sent by the Company as the parent 14,229,575.

45、15 1.96% No Lu Thai (Burma) Textile Co., Ltd. Incorporated 75,062,596.79 Rangoon Manufacturing Main management personnel sent by the Company as the parent 617,677.23 0.97% No Lu Thai (Vietnam) Textile Co., Ltd. Incorporated 1,604,398,322.16 Tay Ninh Manufacturing Main management personnel sent by th

46、e Company as the parent 77,297,740.72 20.77% No Lu An Garments Co., Ltd. Incorporated 150,804,573.61 Anjiang, Vietnam Manufacturing Main management personnel sent by the Company as the parent -5,389,142.26 1.95% No III Core Competitiveness Analysis Is the Company subject to any industry-specific dis

47、closure requirements? No. The comprehensive management ability, research and development ability, technological accumulation and global planning of the Companys whole industry chain are the Companys core competitiveness, which did not change during the Reporting Period. Lu Thai Textile Co., Ltd. Ann

48、ual Report 2018 11 1. A complete industrial chain and a global network: The Company boasts a complete industrial chain from cotton planting, yarning, dyeing, weaving and post-processing to cloth manufacturing, and thus enjoys the cost advantage brought by complete steps for producing high-end dyed t

49、extile. The Company has set up production bases in Cambodia, Burma, Vietnam, etc., a design agency in Italy and a market service agency in America, which helps give full play to its international resources, form a global business network and solidify its internationally leading position as a yarn-dy

50、ed fabric maker. 2. The sound comprehensive management capacity and an efficient quality control system: The Company has passed ISO9000 quality management system, ISO14000 environmental management system, OHSAS18000 occupational health safety management system, and SA8000 social accountability manag