[年报]苏威孚Ｂ(200581):2021年年度报告（英文版）
原标题:苏威孚Ｂ:2021年年度报告（英文版） WEIFU HIGH-TECHNOLOGY GROUP CO., LTD. ANNUAL REPORT 2021 April 2022 Section I. Important Notice, Contents and Interpretation Board of Directors, Board of Supervisory, all directors, supervisors and senior executives of Weifu High-Technology Group Co., 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 contents. Wang Xiaodong, 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 2021 Annual Report is authentic, accurate and complete. All directors are attend the Meeting for the Report deliberation. The forward-looking statements with future plans involved in the Report do not constitute a substantial commitment for investors. Investors and related parties should maintain sufficient risk awareness and investors are advised to exercise caution of investment risks. Main risks that the Company may face in future operation are describes in the “prospects for the future development” under the “Management Discussion and Analysis” in the Report, the investors are advised to check them out. The profit distribution plan that deliberated and approved by the Board Meeting is: based on total share capital of 1,008,603,293, distributed 16 yuan (tax included) bonus in cash for every 10-share hold by all shareholders, 0 share bonus issued (tax included) and no public reserve transfer into share capital either. The Report is prepared in Chinese and English respectively. In the event of any discrepancy between the two versions, the Chinese version shall prevail. Contents Section I. Important Notice, Contents and Interpretation ............................................................. 2 Section II Company Profile and Main Financial Indexes .............................................................. 6 Section III Management Discussion and Analysis ........................................................................ 11 Section IV. Corporate Governance ................................................................................................. 42 Section V. Environmental and Social Responsibility .................................................................... 63 Section VI. Important Matters ....................................................................................................... 65 Section VII. Changes in Shares and Particulars about Shareholders ......................................... 74 Section VIII. Preferred Stock .......................................................................................................... 81 Section IX. Corporate Bonds .......................................................................................................... 82 Section X. Financial Report ............................................................................................................ 83 Documents Available for Reference I. Financial statement carrying the signatures and seals of person in charge of the company, principal of the accounting works and person in charge of accounting organ (accounting Supervisor); II. Original audit report with the seal of Accounting Firms and Signature and Seal of the CPA; III. Original documents of the Company and manuscripts of public notices that disclosed in the website designated by CSRC in the reporting period; IV. Text of the Annual Report 2021 containing the signature of the legal representative of the Company; V. Place for preparation: Office of the BOD of the Company Interpretation
I. Company information
CPA engaged by the Company
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable VI. Main accounting data and financial indexes Whether the Company is required to retrospectively adjust or restate prior year’s accounting data □ Yes √ No
negative, and the audit report for the latest year indicates that there is uncertainty about the company’s ability to continue as a going concern □Yes √No The lower of the net profit before or after deduction of non-recurring profit (gain)/loss is negative □Yes √No VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable The 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 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 applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. VIII. Quarterly main financial index In RMB
index disclosed in the company’s quarterly report and semi-annual report □Yes √ No IX. Items and amounts of extraordinary(non-recurring) profit (gains)/loss √Applicable □ Not applicable In RMB
Specific information on other items of profits/losses that qualified the definition of non-recurring profit(gain)/loss □Applicable √Not applicable The Company does not have other items of profits/losses that qualified the definition of non-recurring profit(gain)/loss Information on the definition of non-recurring profit(gain)/loss that listed in the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary (non-recurring) Profit(gain)/loss as the recurring profit(gain)/loss □Applicable √Not applicable The Company does not have any non-recurring profit(gain)/loss listed under the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary (non-recurring) Profit(gain)/loss defined as recurring profit(gain)/loss Section III Management Discussion and Analysis I. Industry of the Company during the reporting period The Company need to comply with the disclosure requirement on related industry of automobile manufacturing in the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No.3 - Disclosure of Industry Information th The year 2021 was the convergence of the “Two Centenary Goals” and the beginning of the “14 Five-Year Plan”, China’s economy continued to recover steadily, and its economic development and pandemic prevention and control maintained its leading position in the world, and the main indicators achieved the expected goals. As a strategic and pillar industry of the national economy, the automobile industry to which the Company belongs strived to achieve recovery and growth under multiple challenges. In 2021, China’s automobile production volume and sales volume were 26.082 million units and 26.275 million units respectively, with production volume and sales volume increasing by 3.4% and 3.8% respectively over the same period of last year, ending the three-year downtrend since 2018. 1. Commercial vehicle market In 2021, the market demand for commercial vehicles in the second half of the year was weaker than the first half of 2021 due to factors such as the switch of National VI emission standards for heavy-duty diesel vehicles, the wait-and-see consumption brought about by the policy for “light truck with blue license plate”, the sluggish real estate development industry, and the gradual weakening of early-stage policy dividends, the downward pressure on the commercial vehicle market was gradually emerging. In 2021, the production volume and sales volume of commercial vehicles were 4.674 million units and 4.793 million units, declined by 10.7% and 6.6% on a year-on-year basis. From the production and sales of subdivided vehicle models, among the trucks, the number of heavy trucks, light trucks and mini trucks decreased significantly, with the largest decrease in heavy trucks; among passenger vehicles, the growth of light bus drove the growth of the production and sales of overall buses. In 2021, the production volume and sales volume of trucks were 4.166 million units and 4.288 million units, a year-on-year decrease of 12.8% and 8.5% respectively, among them, the sales volume of heavy trucks was 1.395 million units, a year-on-year decrease of 13.8%; the sales volume of medium-duty trucks was 179,000 units, a year-on-year increase of 12.3%; the sales volume of light trucks was 2.11 million units, a year-on-year decrease of 4.0%; the sales volume of mini-trucks was 605,000 units, a year-on-year decrease of 14.7%. In 2021, the production volume and sales volume of passenger vehicles were 508,000 units and 505,000 units, a year-on-year increase of 12.2% and 12.6% respectively, among them, 48,000 large-sized buses were sold, a year-on-year decrease of 15.4%; 46,000 medium-sized buses were sold, a year-on-year decrease of 3.1%; and 411,000 light buses were sold, a year-on-year increase of 19.4%. In 2021, the commercial vehicle market was still dominated by traditional fuels, with diesel vehicles and gasoline vehicles accounting for 69.02% and 26.15% of the annual commercial vehicle market, respectively. New energy vehicles (pure electric, plug-in hybrid, fuel cell) only accounted for about 3.51%, and other alternative fuel vehicles only accounted for a negligible 0.05%, which was still a niche choice. Pure electric commercial vehicles accounted for the highest proportion, reaching 3.4%; the fuel gas vehicles accounted for 1.26% in the commercial vehicle market in 2021. 2. Passenger car market In 2021, the passenger car market showed substantial growth since the beginning of the year due to a low base. In the middle of the year, it declined due to the shortage of chip, and the market stabilized again in the fourth quarter as the supply of chip eased. At the same time, with the gradual increase in the income level of residents, China’s automobile market presented a clear trend of consumption upgrading. In 2021, the production volume and sales volume of passenger vehicles were 21.408 million units and 21.482 million units respectively, a year-on-year increase of 7.1% and 6.5% respectively, an increase of 3.7% and 2.7% higher than the industry growth. 3. New energy vehicle market In 2021, the production volume and sales volume of new energy vehicles were 3.545 million units and 3.521 million units respectively, an increase of 1.6 times on a year-on-year basis, and the market penetration rate was 13.4%, an increase of 8 percentage points on a year-on-year basis. In terms of vehicle models, the production volume and sales volume of pure electric vehicles were 2.942 million units and 2.916 million units, an increase of 1.7 times and 1.6 times on a year-on-year basis, respectively; the production volume and sales volume of plug-in hybrid vehicles were 601,000 units and 603,000 units, an increase of 1.3 times and 1.4 times on a year-on-year basis, respectively; the production volume and sales volume of fuel cell vehicles were both 2,000 units, an increase of 48.7% and 35.0% on a year-on-year basis, respectively. (Data sources from China Association of Automobile Manufacturers, cvworld.cn) 4. Matching between the Company's operation and the industry In 2021, the Company's operations matched with the development of the industry. In the first half of the year, driven by the strong demand in the domestic commercial vehicle market, the Company's product orders were full and sales increased. In the second half of the year, it declined with industry adjustments. During the reporting period, the Company achieved an operating income of 13.682 billion yuan, an increase of 6.20% over the same period last year, and realized a net profit attributable to shareholders of the listed Company of 2.575 billion yuan, a decrease of 7.12% over the same period last year. II. Main businesses of the company in the reporting period The Company need to comply with the disclosure requirement on related industry of automobile manufacturing in the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No.3 - Disclosure of Industry Information (i)Main business of the Company Main business of the Company including R&D, production and sales on the automotive core component products, core products during the reporting period were diesel fuel injection system products, automotive exhaust after-treatment system products and air management system products. Meanwhile, products with core components of fuel cell have achieved small production and sales. 1. The diesel fuel management system products are widely used in different power diesel engines supporting all types of trucks, passenger cars, buses, construction machinery, marine, 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, Southeast Asia, and the Middle East. The products meet the national emission standards. 2. The automotive exhaust after-treatment system products are supporting all major automobile manufactures in China. And the products meet the national emission standards. 3. The Air management system products, matches with most of the domestic small-bore diesel engine plants and some 6-cyl diesel engine manufacturers, and meet the needs of the light and heavy commercial vehicles and some passenger cars and the engineering machinery. And the products meet the national emission standards. 4. Core component of the fuel cell, including “one membrane & two plates” (membrane electrodes, graphite bipolar plates, metal bipolar plates) and BOP key components for domestic and foreign fuel cell reactor and system manufacturers. (ii) Business model of the Company The Company follows the operating philosophy of “making competitive products, creating famous brands, and achieving joint value growth”, implements the business model that parent company unifies the management and subsidiaries decentralize the production. The parent 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, and the R&D of technologies. 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 production and supply, and improve the Company’s economic benefits. Production and operation of the vehicle manufacturing during the reporting period □Applicable √Not applicable Production and operation of the auto components during the reporting period √Applicable □Not applicable Unit: 10,000 pieces
Increasing market demand for after-treatment system products in 2021 Sales model of the components The Company has adhered to customer-oriented, using flexible marketing strategies and standardized development procedures to meet the needs of different types of customers so as to ensure the smooth progress of customer development plans and strive for more customers and larger market shares. The Company has established a mechanism for mutual visits to strategic customers. The Company's senior executives regularly visit customers or receive customer visits, hold high-level strategic meetings, special cooperation and exchanges and other activities. Implement special management to the company's strategic customers, establish a four-in-one collaborative organization composed of Company leaders, key account managers, marketing departments, and business departments, and do a good job in customer demand analysis and management, customer satisfaction survey analysis, etc. At the same time, the Company optimizes business processes through information technology means to increase the speed of response to customer needs, and assists customer relationship management through modern technical tools such as call centers, customer data warehouses, business intelligence, mobile devices, and web conferences. The Company promotes the collaborative marketing of existing and new businesses, strengthens exchanges and cooperation with existing business customers in new businesses, and actively expands new customers and develops potential customers. The Company carries out auto finance business □ Applicable √ Not applicable The Company carries out related business of new-energy vehicles √ Applicable □ Not applicable Production and operation of the complete and parts of new-energy vehicles In RMB
The Company need to comply with the disclosure requirement on related industry of automobile manufacturing in the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No.3 - Disclosure of Industry Information 1. Industry and brand advantages. The Company was established in 1958, after more than 60 years of development, it has become a famous manufacturer of auto parts at home, and has established long-term and stable cooperative relations with major domestic main engine factories and vehicle manufacturers, the existing automobile core components main products (including diesel fuel injection system, exhaust after-treatment system, air management system) have strong market competitiveness and higher market share. The company is a pacesetter enterprise in China's internal combustion engine industry, and ranks in the top 30 enterprises in China’s auto parts industry. 2. Technology and product advantages. The Company is a national high-tech enterprise. It has scientific research platforms such as "National Enterprise Technology Center", "National High-tech Research and Development Plan Achievement Industrialization Base", "Post-Doctoral Scientific Research Workstation", "Jiangsu Postgraduate Workstation" and number of provincial-level engineering and technological research centers, provincial-level engineering laboratories, and other research and development institutions, mainly focus on fuel injection systems, exhaust after-treatment systems, and air management systems to conduct technical research and product development. The Company has mastered a number of core patented technologies, the main product technical indicators are at the leading level in the industry. In recent years, the Company focuses on the strategic layout in the fields of green hydrogen and smart electric, established a new energy and network technology research institute, built a hydrogen energy fuel cell test center, and formed technical research and development capabilities of hydrogen fuel cell core components and intelligent network products. 3.Management and manufacturing advantages. The Company has a complete organizational structure and management systems process, and has built a financial sharing platforms, which can realize the effective migration and stable operation of organization & personnel, business & accounting; The established human resources information system platforms can ensure the timely and accurate standardization of organization, personnel, salary and attendance; built a purchase sharing system, opened up the information interconnection of enterprises and suppliers, and achieved the closed-loop management of the procurement process; carried out the Weifu Production System (WPS) with lean philosophy, established the quality management system with the whole process, and has strong capabilities in production and manufacturing, quality assurance, cost control and product delivery. The Company focuses on intelligent manufacturing, continues to build intelligent factories with Weifu characteristics, and promotes the application of cloud computing and 5G networks, which can strongly support the Company’s future business development. 4. Advantages in marketing and service. The Company has a stable, professional and experienced marketing team that can provide targeted support and services according to customer needs, and customer relationships are harmonious. For long-term strategic customers, the company has established a four-in-one marketing collaboration organization composed of leaders, key account managers, marketing departments, and business departments. The Company’s management exchanges regular visits to promote exchanges and cooperation. The Company has a relatively perfect after-sales service system, has built after-sales service network and intelligent service platform, established special maintenance technology service stations nationwide to regularly provide end users with the training of operation and maintenance, fault analysis and judgment and provide customers with fast, timely and professional comprehensive after-sales services. 5.Talent team advantage. The Company's management team has extensive experience and a good industry reputation in the Automobile components industry. The Company pays attention to the growth of employees and the construction of a core talent team. After years of accumulation, it has accumulated a group of professional and high-quality management and technical personnel, established a reasonable talent echelon, and provided strong （未完）  |