[年报]苏威孚Ｂ(200581):2022年年度报告（英文版）
原标题:苏威孚Ｂ:2022年年度报告（英文版） ANNUAL REPORT 2022 April 2023 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, and Ou Jianbin, person in charger of accounting works and accounting organ (accounting principal) hereby confirm that the Financial Report of 2022 Annual Report is authentic, accurate and complete. All directors have attended the Meeting for the Report deliberation. Non standard audit opinion reminder ?Applicable □Not applicable Gongzheng Tianye Certified Public Accountants (SGP) issued the audit report for the company with an unqualified opinion with highlighted paragraphs, the board of directors and the Board of Supervisors of the company have explained the relevant matters in detail, please read carefully. Internal control major defect warning ?Applicable □Not applicable Gongzheng Tianye Certified Public Accountants(SGP) issued the audit report for the company with an unqualified opinion with highlighted paragraphs which involves material deficiencies in non-financial reporting, the board of directors and the Board of Supervisors of the company have explained the relevant matters in detail, please read carefully. 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 described in the “prospects for the future development” under the “Management Discussion and Analysis” in the Report and investors are advised to check them out. The profit distribution plan that was deliberated and approved by the Board Meeting is: based on total share capital of 983,173,293, distributed 1.00 yuan (tax included) bonus in cash for every 10- share hold by all shareholders, 0 share bonus issued (tax included) and no transfer of capital reserve into share capital. When the profit distribution plan is implemented, if there is a change in the total amount of shares entitled to profit distribution, the total amount of shares entitled to profit distribution on the equity registration date at the time of implementation of the distribution plan shall be adjusted based on the principle of unchanged distribution proportion. The Report is prepared in Chinese and English respectively. In the event of any discrepancy between the two versions, the Chinese version shall prevail. Content Section I. Important Notice, Contents and Interpretation ...........................................................................................2 Section II Company Profile and Main Financial Indexes ...........................................................................................8 Section III Discussion and Analysis of the Management .........................................................................................12 Section IV. Corporate Governance ...........................................................................................................................40 Section V. Environmental and Social Responsibility ................................................................................................60 Section VI. Important Matters ..................................................................................................................................67 Section VII. Changes in Shares and Particulars about Shareholders ........................................................................81 Section VIII. Preferred Stock ...................................................................................................................................89 Section IX. Corporate Bonds ....................................................................................................................................90 Section X. Financial Report ......................................................................................................................................91 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 firm 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 2022 containing the signature of the legal representative of the Company; V. Place for preparation: Office of the BOD of the Company Interpretation
Section II Company Profile and Main Financial Indexes I. Company information
III. Information disclosure and preparation place
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 The Company has retroactively adjusted the data disclosed in the First Quarter Report, Semi-annual Report and Third Quarter Report, the specific reasons for adjustment can be found in “Announcement on Correction of Previous Accounting Errors” disclosed by the Company on the designated website of Shenzhen Stock Exchange on April 28, 2023. IX. Items and amounts of extraordinary(non-recurring) profit (gains)/loss ?Applicable □Not applicable In RMB
□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 Discussion and Analysis of the Management I. Industrial information of the Company within the reporting period The Company shall comply with the disclosure requirements of the automobile manufacturing-related industry in the Guidelines for Self-regulation of Listed Companies on Shenzhen Stock Exchange No. 3 - Disclosure of Industry Information The industry in which the Company operates falls into the automotive parts manufacturing industry, which is closely related to the development of the automotive industry. In 2022, facing the triple pressures of reduced demand, unmet supply and weakened expectations, the auto industry overcame the impact of many unfavorable factors, stepped out of the mid-year fluctuations and uncertainties, and continued to maintain a recovery in growth, with steady increases in auto production and sales throughout the year. In 2022, the Company's automobile production and sales completed 27.021 million and 26.864 million units respectively, with an yoy increase of 3.4% and 2.1% respectively. 1. Market Conditions of Commercial Vehicle In 2022, the demand for commercial vehicles was overdrawn by environmental protection and overloading control policies, including factors such as oil prices being at a high level, which slowed down the overall demand for commercial vehicles. In 2022, the Company's production and sales of commercial vehicle completed 3.185 million and 3.30 million units, respectively, with an yoy decrease of 31.9% and 31.2%. In terms of production and sales by vehicle type, in 2022, truck production and sales were 2,778,000 units and 2,893,000 units, down 33.4% and 32.6% on a year-on-year basis, respectively; Passenger car production and sales were 407,000 units and 408,000 units, down 19.9% and 19.2% on a year-on-year basis, respectively; In terms of subdivided models, among the truck segments, the productions and sales of heavy, medium, light and mini trucks declined to varying degrees, with the most significant decline in heavy trucks. The sales of heavy trucks amounted to 671,900 units, down 52% on a year-on-year basis; The sales of medium trucks amounted to 95,700 units, down 46% on a year-on-year basis; The sales of light trucks amounted to 1.6181 million units, down 23% on a year-on-year basis; The sales of mini trucks amounted to 506,900 units, down 16% on a year-on-year basis. Among the bus segments, the production and sales of large buses showed relatively rapid growth, while the production and sales of medium buses and light buses were in decline. The sales of large buses amounted to 51,500 units, up 7% on a year-on-year basis; The sales of medium buses amounted to 36,800 units, down 19% on a year-on-year basis; The sales of light buses amounted to 319,600 units, down 22% on a year-on-year basis. 2. Market Conditions of Commercial Vehicle In 2022, passenger cars realized relatively fast growth driven by policies such as stabilizing growth and promoting consumption, contributing significantly to the modest annual growth. Despite the factors such as chip shortage, due to the purchase tax incentives and rapid growth of new energy sector, the sales of domestic passenger car market this year showed a characteristic of "U-shaped reversal, significant increase". Passenger car production and sales were completed 23,836,000 units and 23,563,000 million units, up 11.2% and 9.5% on a year-on-year basis, an increase of over 7% above the industry average. 3. Market Conditions of New Energy Vehicle Under the dual effects of policy and market, in 2022, new energy vehicles continued to grow in an explosive manner, with production and sales reaching 7,058,000 units and 6,887,000 units respectively, up 96.9% and 93.4% on a year-on-year basis, with a market share of 25.6%, 12.1% higher than the previous year. In particular, the sales of pure electric vehicles amounted to 5,365,000 units, an increase of 81.6% on a year-on-year basis; The sales of plug-in hybrid vehicles amounted to 1,518,000 units, up 1.5 times on a year- on-year basis; The sales of fuel cell vehicles amounted to 3, 000 units, up 1.1 times on a year-on-year basis; 4. Market Conditions of Off-road Vehicle According to the requirements in the modification order of the Emission Limits and Measurement Methods for Exhaust Pollutants from Diesel Engines for Non-road Mobile Machinery (China Stage III and IV) (GB20891-2014) and the Technical Requirements for Pollutant Emission Control of Non-road Diesel Mobile Machinery (HJ1014-2020) issued and implemented by the Ministry of Ecology and Environment on December 28, 2020, from December 1, 2022, all production, import and sales of off-road mobile machinery below 560KW (including 560KW) and its installed diesel engines shall satisfy the requirements of the Stage IV emission standards. In 2022, as affected by factors such as the slowdown in macroeconomic growth, the lack of effective project commencement rate, as well as the adjustment of agricultural machinery subsidy policies, the off-road market demand for construction machinery and agricultural machinery decreased. In 2022, the sales of diesel internal combustion engines for construction machinery amounted to 837,000 units, down 20.12% on a year-on-year basis; In 2022, the sales of diesel internal combustion engines for agricultural machinery amounted to 1.222 million units, down 16.55% on a year-on-year basis. (Note: The above industry data are sourced from the China Association of Automobile Manufacturers, cvworld.cn, and the China Internal Combustion Engine Industry Association) 5. Matching of Company Operations with Industry In 2022, the operation of the Company matched the development of the industry. Under the influence of multiple unfavorable factors such as the decline in demand in the commercial vehicle market and the overall economic slowdown, the Company realized operating income of RMB 12.730 billion during the reporting period, down 6.96% from the same period last year, and net profit attributable to shareholders of the listed company of RMB 0.119 billion, down 95.39% from the same period last year. II. Major Business of the Company within the reporting period The Company shall comply with the disclosure requirements of the automobile manufacturing-related industry in the Guidelines for Self-regulation of Listed Companies on Shenzhen Stock Exchange No. 3 - Disclosure of Industry Information. (I) Main business engaged by the Company The Company is engaged in the research and development, production and sales of core automotive parts and components. During the reporting period, the main products are diesel fuel injection system products, exhaust gas after-treatment system products and air intake system products. Meanwhile, the core components of the fuel cell products of the company have been produced and marketed in small batches. 1. The diesel fuel injection system products are widely applied to diesel engines of all grades of power, to support various types of trucks, buses, construction machinery, marine, agricultural machinery, generator sets, etc. The products can satisfy the National VI and Off-road Stage IV emission regulations for vehicles, and are in the leading position within the industry in terms of product variety, production scale, market share, etc. While making efforts to match with domestic main engines, some products have been exported to America, Southeast Asia, the Middle East and other regions. 2. Exhaust after-treatment system products can satisfy the National VI and Off-road Stage IV emission regulations for vehicles. The products are in the leading position domestically in terms of technology level, market scale and production capacity, and are widely used in the fields of passenger cars, commercial vehicles, off-road machinery, etc., which can provide strong support for the product upgrading of main engine manufacturers. 3. Intake system products (superchargers), can satisfy the National VI, Off-road Stage IV emission regulations for vehicles, the application range covers multiple fields such as commercial vehicles, passenger cars, construction machinery, agricultural machinery and generator sets, providing support for major domestic OEMs and vehicle manufacturers. 4. The core components of fuel cells, including membrane electrode, graphite bipolar plate, metal bipolar plate and key BOP components are used for supporting domestic and overseas fuel cell reactor and system manufacturers. (II) Business model of the Company The Company follows the business philosophy of “Making Fine Products, Creating Famous Brands and Achieving Common Growth in Values” and implements the business model of unified management by the parent company and decentralized production by the subsidiaries. The parent company is responsible for formulating strategic development plans and business objectives, and providing unified management, guidance and assessment to the subsidiaries in terms of finance, major personnel management, core raw materials, quality control, technology development, etc. Subsidiaries arrange production based on the order management model of the market, which not only enables the subsidiaries to maintain uniform product quality, but also facilitates timely understanding of customer demands and saving logistics costs, so as to improve the economic efficiency of the Company by maintaining the timeliness of product production and supply. Production and operation of vehicle manufacturing during the reporting period □Applicable ?Not Applicable Production and operation of auto parts during the reporting period ? Applicable □ Not applicable Unit: Ten thousand pieces
In 2022, subject to the impact of a number of unfavorable factors such as the macroeconomic downturn and the overdraft of demand in early switching of the National V to National VI, environmental protection and overload control policies, the domestic commercial vehicle market was running at a low level. Under the combined influence of industry cyclical adjustment and sluggish market demands, the production and sales volume of the main products of the Company, such as fuel injection system and air intake system, decreased to a certain extent over the same period last year. Sales model of spare parts The Company adheres to the customer-centric approach and applies flexible marketing strategies and standardized development procedures to satisfy the demands of different types of customers, ensure the smooth implementation of customer development plans, and strive for more customers and a larger market share. The Company has established a mechanism for strategic customer visits, with senior management visiting customers or receiving visits from customers on a regular basis, holding high-level strategic meetings, special cooperation exchanges and other activities. The Company implements special management for strategic customers and establishes a four-in-one collaborative organization consisting of the responsible leaders, key account managers, marketing department and business divisions to do a good job of customer demand analysis and management, customer satisfaction survey and analysis, etc. Meanwhile, the Company optimizes business processes by means of information technology to enhance the speed of response to customer demands, and assists customer relationship management through modern technological tools such as call centers, customer data warehouses, business intelligence, mobile devices and web conferencing. The Company promotes collaborative marketing of existing businesses and new businesses, strengthens communication and cooperation with existing business customers in new businesses, and actively expands new customers and develops potential customers. The Company engages in auto finance business □Applicable ?Not Applicable The Company engages in business related to new energy automobile ? Applicable □ Not applicable Production and operation of new energy vehicles and parts In RMB
The Company shall comply with the disclosure requirements of the automobile manufacturing-related industry in the Guidelines for Self-regulation of Listed Companies on Shenzhen Stock Exchange No. 3 - Disclosure of Industry Information. 1. Industry and brand advantages. Established in 1958, with more than sixty years of development, the Company has become a renowned manufacturer of auto parts in China and has established long-term and stable cooperation with major domestic OEMs and vehicle manufacturers. The existing core auto parts products such as automotive fuel injection system, exhaust gas after-treatment system, air intake system and core parts of hydrogen fuel cell have strong market competitiveness and high market shares. The Company is a leading enterprise in the internal combustion engine industry in China as well as a Top 30 Enterprise in the auto parts industry in China. 2. Technology and product advantages. The Company is a national high-tech enterprise with scientific research platforms such as National Enterprise Technology Center, National High Technology Research and Development Program Achievement Industrialization Base, Postdoctoral Research Station, Jiangsu Provincial Postgraduate Workstation, as well as several provincial （未完）  |