苏威孚B(200581)公告正文
苏威孚Ｂ：2012年年度报告（英文版）
公告日期：2013-03-28
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
WEIFU HIGH-TECHNOLOGY GROUP CO., LTD.
ANNUAL REPORT 2012
March 2013
1
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, 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.
Chen Xuejun, 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 2012 Annual Report is authentic,
accurate and complete.
Other directors attended the board meeting on auditing the report except for the
following directors:
Name of absent Position of absent Reason for absence Entrusted
director director
Chen Yudong Director On business Rudolf Maier
The Preplan Profit Distribution of the Company deliberated and approved by The
Board is: Based on the total number of issued stock as of Dec 31,2012，Cash bonus
of RMB 3（tax inclusive）and 5 bonus stock(tax inclusive) per 10 stocks shall be paid
to the shareholders.No capital reserve shall be converted into the registered capital
and the remaining undistributed profits shall be incorporated into the next accounting
year’s profits.
Concerning the forward-looking statements with future planning involved in the
Report, they do not constitute a substantial commitment for investors. Investors
should be cautious with investment risks.
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Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Contents
Annual Report 2012 ........................................................................................................................... 1
Section I Important Notice, Contents and Paraphrase .................................................................. 2
Section II Company Profile ............................................................................................................... 6
Section III Accounting data and summary of finnaical indexes .................................................... 8
Section IV Report of the Board of Directors ................................................................................. 10
Section V Important Events ............................................................................................................ 27
Section VI Changes in shares and particular about shareholders............................................... 40
Section VII Particulars about Directors, Supervisors,Senior Executives and Employees ........ 45
Section VIII Corporate Governance .............................................................................................. 52
Section IX Internal Control ............................................................................................................ 57
Section X Financial Report ............................................................................................................. 59
Section XI Documents available for reference ............................................................................ 162
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Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Paraphrase
Items Refers to Contents
Company, The Company, Wei-fu High-technology Refers to Weifu High-Technology Group Co., Ltd.
Weifu Group Refers to Wuxi Weifu Group Co., Ltd.
Industry Group Refers to Wuxi Industry Development Group Co., Ltd.
Robert Bosch Refers to Robert Bosch Co., Ltd. ROBERT BOSCH GMBH
Bosch Automobile Diesel Refers to Bosch Automobile Diesel System Co., Ltd.
Weifu Automotive Diesel Refers to Wuxi Weifu Automotive Diesel System Co., Ltd.
Weifu Leader Refers to Wuxi Weifu Leader Catalytic Converter Co., Ltd.
Weifu Jinning Refers to Nanjing Weifu Jinning Co., Ltd.
Weifu Chang’an Refers to Wuxi Weifu Chang’an Co., Ltd.
Weifu Mashan Refers to Weifu Mashan Pump Glib Co., Ltd.
Weifu ITM Refers to Wuxi Weifu ITM Supercharging Technique Co., Ltd.
Weifu Tianli Refers to Ningbo Weifu Tianli Supercharging Technique Co., Ltd.
Weifu Jialin Refers to Chaoyang Weifu Jialin Machinery Manufacture Co., Ltd.
Weifu Schmidt Refers to Wuxi Weifu Schmidt Power System Spare Parts Co., Ltd.
Weifu International Trade Refers to Wuxi Weifu International Trade Co. Ltd.
Weifu Nano Refers to Jiangsu Weifu Nano Technology Co., Ltd.
Weifu Jida Refers to Wuxi Weifu Jida New Material Technology Development Co., Ltd.
Autocam Refers to Wuxi Weifu-Autocam Fine Machinery Co. Ltd.
Weifu Environment Refers to Wuxi Weifu Environment Catalyst Co.,Ltd.
Kunming Xitong Refers to Kunming Xitong Machinery Co., Ltd.
Weifu Tianshi Refers to Anhui Weifu Tianshi Machinery Co., Ltd.
Zhonglian Automobile Electronic Refers to Zhonglian Automobile Electronic Co., Ltd.
Yinlun Co.,Ltd Refers to Zhejiang Yinlun Machinery Co.,Ltd.
Wanliyang Refers to Zhejiang Wanliyang Transmission Co.,Ltd.
Jiangsu Hongbao Refers to Jiangsu Hongbao Hardware Co.,Ltd.
Wiscom Technology Refers to Jiangsu Wiscom Technology Co.,Ltd.
CSRC Refers to China Securities Regulatory Commission
SZ Stock Exchange Refers to Shenzhen Stock Exchange
Jiangsu Gongzheng Refers to Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd.
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Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Indication of major risks
Information Disclosure Media appointed by the Company are: “China Securities
Journal”, “Securities Times”, “Hong Kong Commercial Daily” and Juchao website
(www.cninfo.com.cn). All the information is based on disclosure from them.
Investors are advised to pay attention to investment risks.
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Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Section II Company profile
I. Company information
Short form of the stock Weifu High- Tech, Su Weifu-B Stock code 000581, 200581
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in Chinese) 无锡威孚高科技集团股份有限公司
Short form of the Company (in Chinese) 威孚高科
Foreign name of the Company(if applicable) WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD.
Short form of foreign name of the Company(if
WFHT
applicable)
Legal representative Chen Xuejun
Registrations add. No.5, Huashan Road, New District, Wuxi City
Code for registrations add 214028
Offices add. No.107, Renmin West Road, Wuxi City
Codes for office add. 214031
Company’s Internet Web Site http://www.weifu.com.cn
E-mail Web @ weifu.com.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Zhou Weixing Yan Guohong
Contact add. No.107, Renmin West Road, Wuxi City No.107, Renmin West Road, Wuxi City
Tel. 0510-82719579 0510-82719579
Fax. 0510-82751025 0510-82751025
E-mail wfjt@public1.wx.js.cn wfjt@public1.wx.js.cn
III. Information disclosure and preparation place
Newspaper appointed for information disclosure China Securities Journal; Securities Times; Hong Kong Commercial Daily
Website for annual report publish appointed by CSRC http://www.cninfo.com.cn
Preparation place for annual report Office of the Board of Directors
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Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
IV. Registration changes of the Company
Registration NO. for
Date for No. of taxation
Place for registration enterprise legal Organization code
registration registration
license
No.107, Renmin West Road,
Initial registration 1988-10-27 GuoJiZi No.: 1707 320208250456967 25045696-7
Wuxi City
Registration at end No.5, Huashan Road, New
2010-08-03 320200000014926 320208250456967 25045696-7
of report period District, Wuxi City
Changes of main business since
No changes
listing (if applicable)
The company’s controlling shareholder was Wuxi Weifu Group Co., Ltd. before 2009.The
controlling shareholder changed to Industry Group from 31st May 2009 because Wuxi Industry
Previous changes for controlling
Development Group Co., Ltd. merged Weifu Group in 2009.Becasue both Weifu Group and
shareholders (if applicable)
Industry Group were wholly state-owned companies of Wuxi State-owned Assets Supervision &
Administration Commission of State Council, which as actual controller had no changes.
V. Other relevant information
CPA engaged by the Company
Name of CPA Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd.
Offices add. for CPA No.28, Liangxi Road, Wuxi City
Signing Accountants Bo Lingjing,Liu Darong
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
√ Applicable □ Not applicable
Name of sponsor Offices add. for sponsor Name of sponsor deputy Continuous supervision period
No.1508, Xinzha Road, Jing’an
Everbright Securities Co.,Ltd Zhang qiying,Wen guangxia 2012-3-1-2013-12-31
District, Shanghai City
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
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Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √□ No
Changes over last year
2012 2011 2010
(%)
Operating income (RMB) 5,015,283,418.71 5,898,113,089.49 -14.97% 5,371,213,196.45
Net profit attributable to shareholders
889,326,939.46 1,204,617,075.56 -26.17% 1,340,291,115.79
of the listed company(RMB)
Net profit attributable to shareholders
of the listed company after deducting 852,679,760.32 1,166,866,705.09 -26.93% 1,324,606,432.23
non-recurring gains and losses(RMB)
Net cash flow arising from operating
1,165,759,218.46 326,269,185.07 257.3% 536,171,852.08
activities(RMB)
Basic earnings per share
1.34 2.12 -36.79% 2.36
(RMB/Share)
Diluted earnings per share
1.34 2.12 -36.79% 2.36
(RMB/Share)
Return on Equity (%) 11.36% 26.27% -14.91% 38.32%
Changes over end of last
End of 2012 End of 2011 End of 2010
year (%)
Total assets (RMB) 11,055,973,932.34 7,929,217,436.19 39.43% 6,761,622,809.90
Net assets attributable to shareholder
of listed company (Owners’ equity
8,655,980,755.24 5,064,060,401.35 70.93% 4,106,208,383.62
attributable to shareholder of listed
company ) (RMB)
II. 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) Unit: RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 889,326,939.46 1,204,617,075.56 8,655,980,755.24 5,064,060,401.35
Items and amount adjusted by IAS
IAS 889,326,939.46 1,204,617,075.56 8,655,980,755.24 5,064,060,401.35
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Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
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)
Unit: RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 889,326,939.46 1,204,617,075.56 8,655,980,755.24 5,064,060,401.35
Items and amount adjusted by foreign accounting rules
3. Reasons for the differences of accounting data under accounting rules in and out of China
III. Items and amounts of extraordinary profit (gains)/loss
Unit: RMB
Item Amount in 2012 Amount in 2011 Amount in 2010 Note
Gains/losses from the disposal of non-current asset (including the
4,352,926.75 3,755,577.19 4,374,597.95
write-off that accrued for impairment of assets)
Governmental subsidy reckoned into current gains/losses (not
including the subsidy enjoyed in quota or ration according to
15,105,216.19 34,526,848.90 15,440,800.00
national standards, which are closely relevant to enterprise’s
business)
Gains arising from investment cost, obtained from subsidiaries,
affiliated enterprises and joint ventures, which is less than fair value
727,964.94 0.00
of identifiable net assets, that deserves to enjoy in invested units
while investment obtained
Profit and loss of assets delegation on others’ investment or
24,750,377.29
management
Switch-back of impairment of account receivable that practice
789,303.74 4,435,891.56 0.00
impairment test independent
Other non-operating income and expenditure except for the
-412,785.88 3,107,697.30 244,116.34
aforementioned items
Impact on income tax 6,429,913.94 7,019,338.38 3,065,636.67
Impact on minority shareholders’ equity (post-tax) 1,507,945.01 1,784,271.04 1,309,194.06
Total 36,647,179.14 37,750,370.47 15,684,683.56 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
(I)General introduction
According to the data released by China Association of Automobile Manufactures in 2012, an aggregate of
19,310,000 automobiles have been sold across the nation, with a year-on-year increase of 4.3%, among which, the
sales of business vehicles amounted to 3,810,000 with a year-on-year decrease of 5.49% which has recorded
negative growth for two consecutive years since the highest historical sales record made in 2010. As to the sales of
business vehicles, great decline of 28% appeared in heavy truck market, only recording sales of 630,000.
In front difficulty and challenge, the Company made active response and continued to implement its development
strategy. Internal: focusing on efficiency enhancement, quality improvement and cost reduction based on product
structure adjustment; external: based on the existing products, ensuring increase of market share occupied by
major products; ensuring stable development of its three major business segments with strict control over external
risks.
As at the end of 2012, the total assets of the Company was RMB11.056 billion, owners’ equity attributable to
parent company was RMB8.655 billion, operating income was RMB5.015 billion, net profit attributable to parent
was RMB889 million and earnings per share was RMB1.34.
(II)Major works
1. Construct internal control system and strengthen risk control
According to the Basic Internal Control Standards for Enterprise and the relevant guidance issued by CSRC, the
ministry of finance and other three authorities, the Company conducted internal control construction. By tests on
the 16 specific business procedures, the Company formed the defect list and made reforms in respect of system
construction and procedure enhancement, and formed the initial internal control manual, laying good foundation
for standardizing internal control system.
2. Adopt standard cost management, to bring down costs and raise efficiency
In order to pursue the maximum interests of the Group, the Company strengthened supervision on prices of
purchase, manufacture, sales, capital, cost, budget, investment as well we financing operation and eliminated
management omission. Through enhancement in basic works such as materials consumption quota and working
time quota and comparison analysis in respect of similar products, it gradually established standard product costs.
Besides, it strengthened analysis on difference and adopted corresponding measures to increase management and
decrease costs.
3. Raise capital application efficiency and increase the profitability
It managed the capital of the Group on a centralized basis, to realize reasonable and effective capital management.
4. Complete certification of ISO14001 environment management system and inspection & acceptance of clean
production
Promotion team was established to make system diagnosis and training, and to implement standard for ISO14001
environment management system and clean production. The Company passed certification of ISO14001
environment management system and inspection & acceptance of clean production respectively in September and
October.
5. Integrate suppliers and strengthen free-inspection for the internal suppliers
Improved standards on quality, price, cost, delivery and service evaluation of suppliers and raised management
efficiency of suppliers. Strengthened PPAP management and random inspection during each procedure, to make
sure that each business segment strictly followed the standard system applicable to suppliers for qualified quality.
Besides, it further standardized and improved delivery inspection guidance, inspection items, insection methods in
relation to internal suppliers, to prevent repeat inspection.
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
II. Main business analysis
1. Introduction
In the reporting, the company’s main business was automotive component and parts industry with no changes,
mainly engaged in the development, manufactures and sales of automotive fuel injection system, automotive
post-processing system and intake system of engine. The following table is the change of company’s operating
revenue, cost, and expenses etc.
In 10 thousand yuan
Item 2012 2011 Increase y-o-y (%)
Operating revenue 501,528.34 589,811.31 -14.97
Operating cost 377,347.76 431,462.80 -12.54
Sales tax and additions 3,183.29 3,300.37 -3.55
Sales expenses 19,064.35 22,688.72 -15.97
Administration expenses 44,454.40 42,794.55 3.88
Financial expenses -7,549.49 2,634.82 -386.53
Loss of assets impairment 2,111.57 647.62 226.05
Investment income 39,621.93 49,794.19 -20.43
Opreating profit 102,538.39 136,076.63 -24.65
Total profit 103,801.69 139,680.58 -25.69
Net profit attributable to owner of parent company 88,932.69 120,461.71 -26.17
Review and summarization on the progress of development strategy and operation plan disclosed in previous period during the
reporting period
In 2012, due to the factors such as weak demands, macro-control policy in real estate industry and production
capacity surplus, China experienced decline pressure for its economy. The internal driving force was insufficient
to promise economic growth. As to automobile industry, after ten years rapid development, it faces difficulty from
energy, environment and traffic, which leads to stable development from the original rapid development as to the
growth pattern of PRC automobile industry. According to the data released by China Association of Automobile
Manufactures in 2012, an aggregate of 19,310,000 automobiles have been sold across the nation, with a
year-on-year increase of 4.33%. due to slowing down of economy growth and overall falling back of investment,
consumption and export, sales performance for business vehicles was weaker than the same period of last year,
recording negative growth for two consecutive years since the highest historical sales record made in 2010.
particularly, market of heavy truck presented to be depressed for a long time, the sales of which was not such good
as expected. Therefore, the Company recorded decrease of operating income and total profit, while its target,
namely to be the leader in domestic automobile (power engineering) core spare parts field, has been promoted in a
orderly manner.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
2. Revenue
Explanation
The company mainly engaged in automobile parts, and achieved operating revenue RMB 5.015 billion, decreasing
14.97% y-o-y.
Whether income from physical sales larger than income from labors or not
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
√ Yes □ No
Increase/decrease y-o-y
Industries Item 2012 2011
(%)
Sales volume 139 164 -15.24%
Fuel injection system—multiple-piston
Production volume 135 158 -14.56%
pump(10 thousand)
Stock volume 11 15 -26.67%
Sales volume 552 793 -30.39%
Fuel injection system—injector(10
Production volume 505 795 -36.48%
thousand)
Stock volume 68 115 -40.87%
Sales volume 123 124 -0.81%
Post-processing system—purifier(10
Production volume 124 128 -3.13%
thousand)
Stock volume 26 25 4%
Sales volume 23 20 15%
Intake system—turbocharger(10 thousand) Production volume 24 20 20%
Stock volume 5 4 25%
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
Mainly because heavy-duty commercial vehicles were deeply called back, making the market requirement of injector products decrease
and the productions decreased.
Material orders in hands
□ Applicable √ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √ Not applicable
Major sales of the Company
Total top five clients in sales (RMB) 1,558,437,409.37
Proportion in total annual sales volume for top five clients (%) 31.06%
Information of top five clients of the Company
√Applicable □Not applicable
Serial Name Sales (RMB) Proportion in total annual sales (%)
1 Client 1 321,618,959.96 6.41%
2 Client 2 316,155,564.30 6.3%
3 Client 3 313,187,405.34 6.24%
4 Client 4 313,056,704.89 6.24%
5 Client 5 294,418,774.88 5.87%
Total —— 1,558,437,409.37 31.06%
3. Cost
Industry classification
Unit: RMB
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
2012 2011
Industry Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Direct
Automobile parts 2,650,613,999.10 77.03% 2,924,610,686.53 76.9% -9.37%
material
Automobile parts Labor cost 295,830,221.43 8.6% 323,574,375.89 8.51% -8.57%
Automobile parts Depreciation 107,988,731.56 3.14% 93,740,306.81 2.46% 15.2%
Varieties of
Automobile parts 386,767,817.42 11.24% 461,385,067.13 12.13% -16.17%
consumption
Product classification
Unit: RMB
2012 2011
Product Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Fuel injection
Direct material 1,903,254,331.70 72.91% 2,139,558,229.74 72.66% -11.04%
system
Fuel injection
Labor cost 269,670,504.29 10.33% 301,343,503.93 10.23% -10.51%
system
Fuel injection
Depreciation 95,296,901.78 3.65% 84,220,001.21 2.86% 13.15%
system
Fuel injection Varieties of
342,136,504.59 13.11% 419,295,004.82 14.24% -18.4%
system consumption
Intake system Direct material 112,288,382.49 79.89% 99,193,593.06 81.7% 13.2%
Intake system Labor cost 12,353,819.64 8.79% 10,431,149.57 8.59% 18.43%
Intake system Depreciation 8,550,060.53 6.08% 5,832,892.35 4.8% 46.58%
Varieties of
Intake system 7,355,389.59 5.23% 5,953,412.50 4.9% 23.55%
consumption
Post-processing
Direct material 635,071,284.91 92% 685,858,863.73 93% -7.4%
system
Post-processing
Labor cost 13,805,897.50 2% 11,799,722.39 1.6% 17%
system
Post-processing
Depreciation 4,141,769.25 0.6% 3,687,413.25 0.5% 12.32%
system
Post-processing Varieties of
37,275,923.24 5.4% 36,136,649.81 4.9% 3.15%
system consumption
Note
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 975,643,608.54
Proportion in total annual purchase amount for top five suppliers (%) 34.49%
Information of top five suppliers of the Company
√Applicable □Not applicable
Serial Name Sum of purchase (RMB) Proportion in total annual sum of purchase (%)
1 supplier 513,309,658.45 18.15%
2 supplier 153,709,737.35 5.43%
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
3 supplier 114,276,420.15 4.04%
4 supplier 103,885,437.25 3.67%
5 supplier 90,462,355.34 3.2%
Total —— 975,643,608.54 34.49%
4. Expenses
In the reporting, the company’s main expenses are as follows:
In 10 thousand yuan
Name 2012 2011 Increase y-o-y (%)
Sales expenses 19,064.35 22,688.72 -15.97
Administration expenses 44,454.40 42,794.55 3.88
Financial expenses -7,549.49 2,634.82 -386.53
2012 annual financial expenses decreased greatly than 2011 annual’s, mainly because interest income increased
greatly with the increase of monetary fund, and then the decrease of bank borrowing caused the decrease of bank
borrowing interest.
5. R&D expenses
During the reporting period, the engineer technology research organ of the Company allocated greant resources in
developing the material projects of the Company. The successful operation of the experimental lab provided
effective support for the successful development of material projects which received more effective management,
helping the Company to obtain achievement phase by phase. In 2012, the R&D expenses of the Company were
RMB162,340,900, accounting for 1.81% of the latest audited net profit and 3.24% of the latest audited operating
income.
6. Cash flow
Unit: RMB
Y-o-y changes
Item 2012 2011
(%)
Subtotal of cash in-flow from operation activity 6,442,560,329.86 6,336,458,986.39 1.67%
Subtotal of cash out-flow from operation activity 5,276,801,111.40 6,010,189,801.32 -12.2%
Net cash flow from operation activity 1,165,759,218.46 326,269,185.07 257.3%
Subtotal of cash in-flow from investment activity 259,135,006.84 610,520,363.79 -57.56%
Subtotal of cash out-flow from investment activity 1,916,823,809.13 573,783,796.77 234.07%
Net cash flow from investment activity -1,657,688,802.29 36,736,567.02 -4,612.37%
Subtotal of cash in-flow from financing activity 3,517,125,210.00 1,111,434,604.61 216.45%
Subtotal of cash out-flow from financing activity 1,338,170,692.31 1,193,881,377.05 12.09%
Net cash flow from financing activity 2,178,954,517.69 -82,446,772.44
Net increased amount of cash and cash equivalent 1,687,024,933.86 280,558,979.65 501.31%
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Inapplicable
Net cash generated from operating activities: mainly because this annual loan receivable were collected in
time.
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Net cash flow from operation activity: mainly because the company increased the investments of financial
products, non-public stock issue to SDEC and the affiliated business Bosch Automobile Diesel System in the year.
Net cash flow from financing activity: mainly because non-public offering raised proceeds was RMB
286,272,050,000 in the year and the bank borrowing decreased.
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□Applicable √Not applicable
III. Composition of main business
Unit: RMB
Increase/decrease
Increase/decrease Increase/decrease
Gross profit of operating
Operating revenue Operating cost of operating cost of gross profit
ratio (%) revenue y-o-y
y-o-y (%) ratio y-o-y (%)
(%)
According to industries
Automobile parts 4,651,387,384.54 3,441,200,769.51 26.02% -13.01% -9.52% -2.85%
According to products
Fuel injection
3,667,499,333.27 2,637,702,014.93 28.08% -15.29% -11.2% -3.32%
system
Intake system 153,580,378.18 113,203,879.68 26.29% 0.29% 18.47% -11.31%
Post-processing
830,307,673.09 690,294,874.90 16.86% -3.92% -6.4% 2.2%
system
According to region
Domestic 4,362,027,051.97 3,158,670,288.49 27.59% -14.17% -10.85% -2.7%
Oversea 289,360,332.57 282,530,481.02 2.36% 9.29% 8.56% 0.66%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
Unit: RMB
End of 2012 End of 2011 Ratio Notes of
Ratio in total Ratio in total changes major
Amount Amount (%) changes
assets (%) assets (%)
Monetary fund 2,600,714,219.36 23.52% 855,053,599.38 10.78% 12.74%
Account receivable 1,036,392,701.40 9.37% 1,167,123,155.04 14.72% -5.35%
Inventory 759,505,087.10 6.87% 883,582,090.78 11.14% -4.27%
Investment real estate 3,881,346.30 0.04% 4,352,211.86 0.05% -0.01%
Long-term equity investment 2,192,275,239.86 19.83% 1,786,481,972.85 22.53% -2.7%
Fix assets 1,404,806,234.18 12.71% 1,357,509,509.59 17.12% -4.41%
Construction in progress 65,649,548.48 0.59% 98,288,407.69 1.24% -0.65%
15
无锡威孚高科技集团股份有限公司 2012 年度报告全文
2. Major changes of liability
Unit: RMB
2012 2011
Notes of major
Ratio in total Ratio in total Ratio changes (%)
Amount Amount changes
assets (%) assets (%)
Short-term loans 70,000,000.00 0.63% 495,000,000.00 6.24% -5.61%
3. Assets and liabilities measured by fair value
Unit: RMB
Devaluatio
Amount at Changes of fair Accumulative Amount
n of Amount of
the value changes of fair of sale in Amount in the
Items withdrawi purchase in the
beginning gains/losses in value reckoned the end of period
ng in the period
period this period into equity period
period
Financial assets
1.Financial assets
measured by fair value,
and its changes are
0.00 0.00
reckoned in current
gains/losses(not including
derivative financial asset)
2.Derivative financial
0.00 0.00
asset
3.Financial assets
0.00 56,509,360.00 199,208,000.00 0.00 265,689,600.00
available for sales
Subtotal of financial
0.00 56,509,360.00 0.00 0.00 265,689,600.00
assets
Investment property 0.00 0.00
Productive biological
0.00 0.00
assets
Others 0.00 0.00
Aforementioned total 0.00 56,509,360.00 199,208,000.00 0.00 265,689,600.00
Financial liabilities 0.00 0.00 0.00 0.00 0.00
Whether the attribute of the company’s major assets measurement has a lot changes in the reporting
□ Yes √ No
V. Analysis on core competitiveness
The Company is the important domestic supplier of automobile components, mainly providing diesel fuel
injection system, vehicle post-processing system and engine intake system (booster). In recent years, the
Company increased its ability to adapt to and satisfy market through optimization of product structure,
consolidation of technical advantage, improvement of manufacture ability and promotion of management
innovation, realizing steady expansion of economic scale and market share. During the reporting period, the core
competitiveness has no change.
1. Advanced technical advantage. The Company is one of the major high-tech enterprises under the national torch
plan and high-tech enterprise of Jiangsu province, focusing on technical research and owning “national
technology center” and “postdoctor scientific research work station”. In 2012, the R&D input accounted for
3.24% of its operating income. the Company takes the leading position as to its diesel fuel injection system
16
无锡威孚高科技集团股份有限公司 2012 年度报告全文
technology. As the PRC continues to promote the national emission regulation, the Company developed WAPS
system products independently, pending for preparation of production capacity. The Company also developed
high pressure variable pump mating with High pressure common rail system and started bulk supply. The
Company has core technology in post-processing system and the ability to provide goods for downstream clients
under centralized system. Besides, it launched new products such as SCR, POC and DOC meeting the national IV
emission requirement in respect of diesel vehicles.
2. Complete set of product specification, complete industry chain and great production scale. Its diesel injection
system products are vastly used in diesel engines with various power, mating for various trucks, buses,
engineering machinery, Marine, generator set.the Company produced 1,350,000 set of diesel multi-cylinder
pumps and 5,050,000 set of fuel injectors in 2012. the Company owns advanced post-processing system
production lines, producing 1,240,000 set of purifiers in 2012. The supercharger products can satisfy needs from
light and heavy business vehicles and certain passenger vehicles.
3. Stable customers and matured market. With years of development, the Company has established long-term
stable partnership with many domestic main engine producers. Besides, the constant stable development of the
PRC economy will drive forward the healthy development of its three major business segments.
VI. Investment analysis
1. Situation of foreign equity investment
(1) Situation of foreign investment
Situation of foreign investment
Investment in 2012 (RMB) Investment in 2011 (RMB) Range of changing
773,023,000.00 156,668,800.00 393.41%
Situation of the invested company
Equity proportion in invested
Name Main business
company for Listed company (%)
Bosch Automobile Diesel System Co., Ltd. Electronic control diesel system products 34%
Wuxi Weifu Leader Catalytic Converter Co.,
Automobile post-processing system products 94.81%
Ltd.
Shanghai Diesel Engine Co., Ltd. Diesel engines 2.72%
(2)Holding equity of financial enterprise
Amount of Proportion
Amount of Proportion
stock-holdi of
stock-holdi of Book value at Gains and
Initial ng at the stock-holdi Account
ng at the stock-holdi the end of the loss in the
Name Type investment beginning ng at the ing Source
end of the ng at the period reporting
cost(RMB) of the beginning subject of stock
period end of the (RMB) (RMB)
period of the
(Share) period (%)
(Share) period (%)
Long-ter
Securi
Guolian m stock
ties Subscri
Securities 12,000,000.00 18,000,000 1.2% 18,000,000 1.2% 12,000,000.00 540,000.00 right
compa ption
Co., Ltd. investme
ny
nt
Nanjing Insura Long-ter
Hengtai nce m stock Subscri
1,000,000.00 1,000,000 1.85% 1,000,000 1.85% 1,000,000.00 55,000.00
Insurance compa right ption
and Broker ny investme
17
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Co., Ltd. nt
Jiangsu Long-ter
Insura
HSBC m stock
nce Subscri
Insurance 500,000.00 500,000 10% 340,000 right
compa ption
Agents investme
ny
Limited nt
Total 13,500,000.00 19,500,000 -- 19,000,000 -- 13,000,000.00 935,000.00 -- --
(3)Situation of securities investment
Amount
of Proportio Amount Proportio
Initial stock-hol n of of n of Book
Gains and
Short investmen ding at stock-hol stock-hol stock-hol value at
Variety of Code of loss in the Accounti Source of
form of t the ding at the ding at ding at the the end of
securities securities reporting ng subject stock
securities cost(RM beginning beginning the end of end of the the period
(RMB)
B) of the of the the period period (RMB)
period period (% (Share) (%)
(Share)
Financial
199,208,0 14,800,00 23,680,00 265,689,6 740,000.0 assets Subscript
Stock 600841 SDEC 2.72% 2.72%
00.00 0 0 00.00 0 available ion
for sales
199,208,0 14,800,00 23,680,00 265,689,6 740,000.0
Total -- -- -- --
00.00 0 0 00.00 0
Disclosure date of securities
investment approval of Board 2012-03-24
report
Statement of holding other listed companies equity
The company approved participation in the subscription of SDEC non-public offering A share in 23rd Meeting of 6th Session of the
Board, subscribing for SDEC non-public offering stocks 14.8 million shares at the price of RMB 13.46 per share, which proportion in
total stocks after SDEC non-public offering stocks was 2.72%.The company committed no transfer after the subscription in 12
months, restricted period (2012-3-23-2013-3-22).
SDEC implemented the plan of annual profit distribution and converting capital reserve into share capital for 2011 on 4th June
2012.( sending cash of RMB 0.5(tax included) per every 10 shares, converting 6 shares per every 10 shares. In the reporting, the
company held SDEC 23.68 million shares.
2. Trust financing, investment of derivatives and entrustment loan
(1) Trust financing
In 10 thousand yuan
Amount
Amount
of reserve
of Actual
Amount End date Determinat Actual Whether for Whether
Name of Start date principal income Related
of trust of trust ion method income in by legal devaluati related
trustee of trust actual gained in relationsh
financing financin of reward the period procedure on of trade
financing taking the period ip
g withdrawi
back
ng
Bank, 149,600 2012-07-0 2012-12 Floating 35,100 2,850.49 4,072.61 Yes 0 No
18
无锡威孚高科技集团股份有限公司 2012 年度报告全文
trust 4 -31 rate,
maximized
annualized
ate of
return
agreed in
contract
Total 149,600 -- -- -- 35,100 2,850.49 4,072.61 -- 0 -- --
Overdue unreceived principal and
0
accumulated earnings amount
Lawsuit situation(if applicable) N/A
Explanation
(2) Investment of derivatives
Derivatives investment hold at period-end
□ Applicable √ Not applicable
Explanation
(3) Entrustment loan
In 10 thousand yuan
Extension, Countermeasure for risks of
Loan Whether the Amount of Interest rate Guarantor or Use of loan
overdue or extension, overdue or
object related party loan of loan collateral object’s fund
lawsuit lawsuit
Total -- 0 -- -- -- -- --
Explanation
3. Application of raised proceeds
(1)Overall application of raised proceeds
In 10 thousand yuan
Total raised proceeds 285,012.43
Total raised proceeds invested during the reporting period 162,075.74
Total accumulative raised proceeds invested 162,075.74
Total raised proceeds for new purposes during the reporting period 0
Total accumulative raised proceeds for new purposes 0
Proportion of the total accumulative raised proceeds for new purposes（%） 0%
General application of raised proceeds
On 21 January 2012, the CSRC issued the reply on approving non-public issuance of Weifu High-technology Group Co., Ltd.
(ZJXK(2012)No.109), pursuant to which, the Company was approved to issue new shares not exceeding 112,858,000 by
non-public offering. On 10 February 2012, Jiangsu Gongzheng Tianye Certified Public Accountant issued capital verification report
(SGW(2012)No.B006), stating that as at 10 February 2012, Weifu High-tech has already issued 112,858,000 RMB common shares
(A-share) and raised capital proceeds of RMB2,866,028,910.00. after deduction of issuance expense of RMB15,904,657.07, the net
raise proceeds was RMB2,850,124,252.93. as at the end of the reporting period, raise proceeds of RMB1,620,757,400 has been
invested.
19
无锡威孚高科技集团股份有限公司 2012 年度报告全文
(2) Situation of committed project of raised proceeds
In 10 thousand yuan
Amount
Projects Total Investme
of Project
changed committe Total nt
Amount accumula Predicted Profit Reach the feasibility
Committed investment or not d investme program
invested ted useable realized predicted was
projects &investment (includin investme nt after till the
in this investme date of in this interest or changed
of raised fund g nt of adjustme year-end
year nt till the project year not hugely or
changed raised nt (1) (3)=(2)/(1
year-end not
partially) capitals )
(2)
Investment project commitment
R&D of WAPS,
industrialization, Not Not
2013-10-
productivity expansion No 62,032 62,032 18,569.69 18,569.69 29.94% applicabl applicabl No
31
of diesel common rail e e
system parts
Not Not
Construction project in 2013-10-
No 57,750 57,750 1,929.57 1,929.57 3.34% applicabl applicabl No
industrial zone 31
e e
Not
Industrialization of tail 2012-10-
No 26,000 26,000 12,346.05 12,346.05 47.48% applicabl No No
treatment system 31
e
Not Not
Research institution 2012-12-
No 5,154 5,154 5,154 5,154 100% applicabl applicabl No
project 31
e e
Battery material of
2012-12-
engines and R&D of No 10,000 10,000 0% No No No
31
battery
Equity acquisition No 34,381.5 34,381.5 34,381.5 34,381.5 100% 743.15 No
Liquid assets
No 90,000 89,694.93 89,694.93 89,694.93 100%
supplementation
Subtotal of 285,012.4 162,075.7 162,075.7
-- 285,317.5 -- -- 743.15 -- --
commitment projects 3 4 4
Investment orientation for fund arising out of plan
285,012.4 162,075.7 162,075.7
Total -- 285,317.5 -- -- 743.15 -- --
3 4 4
1. WAPS research development and industrial diesel common rail system components capacity
enhancement project. Under the feasibility report of this project, the investment plan is intended to
complete on 31 October 2013. as of 31 December 2012, the accumulative investment amounted to
RMB185,696,900, representing investment progress of 29.94%. Reason for lag behind the progress
Situation about not included
coming up to schemed (1)the raised proceeds was not in place in time (the proceeds was expected to be in place in March 2011,
progress or expected while the actual cash time was February 2012);
revenue and the (2)upgrade of emission rules (national level III to national level IV) resulted in uncertainty in
reason(In specific implementation of technology methods and intensity, which affected relevant works such as equipment
project) choices;
(3)investment planned for fixed assets of the project was RMB500 million, among which, imported
equipments accounte for 65% and delivery of imported equipments were delayed. Thus, the Company will
make investment based on predicable market needs.
2. RMB19,295,700 had been invested for construction of industry park project as of 31 December 2012,
20
无锡威孚高科技集团股份有限公司 2012 年度报告全文
representing investment progres of 3.34%. Reason for lag behind the progress included
(1)the relocation of governmental parcel was completed at the end of 2012. since electric power lines,
telecommunictaion cables and river clean works haven’t been completed, the construction can’t be
conducted on a overall basis.
(2)municipal facilities haven’t been in place, review on transfer-in of power supplied by external grid,
variable power distribution scheme still need consideration and approval and are in the stage of initial
design appraisal. The above reasons led to delayed implementation of this project as scheduled. Upon
satisfaction of the construction conditions, the Company will accelerate construction and finish the
industry park project.
3. Automobile exhaust post-processing system product industrial project. Under the feasibility report of
this project, the investment plan is intended to complete on 31 October 2012. as of 31 December 2012, the
accumulative investment amounted to RMB123,460,500, representing investment progress of 47.48%. The
Company planned to invest RMB30 million in the test center plan implemented by Weifu High-tech, and
RMB17,281,800 has been input, representing investment progress of 57.61%. Weifu High-tech planned to
invest RMB230 million in this project through increasing capital injection in Weifu Lida, and
RMB106,178,700 has been invested, representing investment progress of 46.16%. Reason for lag behind
the progress included
(1) the raised proceeds was not in place in time;
(2)there was uncertainty in implementation method of the national emission standard (national level IV),
so the Company was prudent in investment;
(3)in the original implementation plan, consequent expansion organization of production capacity resulting
from upgrade of emission standards was not taken into account, such as expansion of production places.
Therefore, during the implementation of this project, the Company would make reasonable adjustment to
implementation methods and application of proceeds on the condition that the implementation project
remained unchanged.
4. Auto power battery materials and power battery research project. Under the feasibility report of this
project, the date for reaching the condition for intended use was 31 December 2012. as of 31 December
2012, the accumulative investment was nil. Reasons included
(1) the raised proceeds was not in place in time;
(2)the Company followed the project in the last two years. In terms of project development in domestic
and overseas market, power battery, as the core component of electric cars, had no material breakthrough
in costs, service life and travel distance, which restricted development of pure electric cars. Countries such
as the US focusing on promotion of pure electric cars are also changing their targets of developing pure
electric cars. Domestic national policy in respect of subsidy for private purchase of electric cars has been
stopped which led to slow sales performance. Thus, there was great uncertainty in development of power
battery. Therefore, the Company was prudent for this project and continued to follow development of
power battery and would make decisions if needed.
Explanation on great
changes of feasibility Not applicable
of project
Amount, usage and
progress of using for
Not applicable
fund raising out of the
plan
Change of
implementation place
Not applicable
of investment project
of raised capitals
Not applicable
Applicable
Regulation of
implementation ways Jiangsu Gongzheng issued “Weifu High-Technology Group Co., Ltd. certified report of self-finance input
of investment project raising and investment project in advance” “SGW[2012] No.: E1100”,ended as 29th February 2012,the
of raised capitals company actual investment amount by self-finance input raising and investment project in advance was
RMB 299,120,000,including 1. R&D of WAPS, industrialization, productivity expansion of diesel common
21
无锡威孚高科技集团股份有限公司 2012 年度报告全文
rail system parts RMB 180,050,000; 2. Construction project in industrial zone RMB 16,620,000; 3.
Industrialization of tail treatment system RMB 28,560,000;
4. Research institution project RMB 51,540,000; 5. Equity acquisition RMB 22,350,000. On 3rd March
2012, the 2nd Meeting of 7th Session of the Board approved of “proposal of using raised capitals to replace
the fund from advanced input raised capitals project”, which agreed to replace self-finance input raised
capitals project in advance by raised capitals RMB 299,120,000.
Invested in pre-phases
and replacement for Not applicable
raised fund projects
Temporarily
supplement for the
Not applicable
current capitals with
idle raised capitals
Usage of raised capitals had on changes in the reporting. On the storage and the usage of raised capitals,
Usage and trend of
the company’s execution strictly based on related laws and regulations and three-party supervision protocol
unused raised capitals
of raised capitals(four-party supervision protocol of raised capitals).
Questions or other
situation while using
N/A
raised capitals and in
disclosure
(3)The changed project of raised proceeds
In 10 thousand yuan
Accumulati Progress of
Whether the
Total on virtual the
Date of the Whether it feasibility
Correspondi amount Virtual amount investment Income
project has come up of the
Project after ng original invested amount input deadline the achieved in
coming to to the project
the change committed after input in the dealine the end of the the
scheduled scheduled changed
project adjustment reporting end of the reporting reporting
usable state income after the
(1) reporting (%)(3)=(2)/
alteration
(2) (1)
Total -- 0 0 0 -- -- 0 -- --
Changing reason, decision procedure
and statement of disclosure(In specific There was no changed projects of raised proceeds in the reporting.
project)
4. Main subsidiaries and stock-jointly companies
Particular about main subsidiaries and stock-jointly companies
Main Operating Operating
Company Register Total assets Net Assets Net profit
Type Industries products revenue profit
name capital (RMB) (RMB) (RMB)
or service (RMB) (RMB)
Wuxi Weifu Post-proce
Leader ssing RMB
Subsidi Automobil 918,694,47 103,504,5 96,278,532.9
Catalytic system 502,596,3 1,200,975,592.77 827,883,869.51
ary e parts 8.43 98.80 4
Converter production 00
Co., Ltd. s
Nanjing Fuel RMB
Subsidi Automobil 947,555,88 211,712,8 186,406,750.
Weifu injection 346,286,8 1,182,230,849.16 739,365,899.80
ary e parts 9.58 37.87 15
Jinning Co., system 00
22
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Ltd. production
s
Bosch Fuel
Joint-st
Automobile injection
ock Automobil $ 200 3,281,537,572. 4,038,152,4 546,243,2 459,599,504.
Diesel system 5,021,618,198.00
compa e parts million 00 95.00 37.00 00
System Co., production
ny
Ltd. s
Zhonglian Joint-st Petrol
RMB
Automobile ock Automobil system 1,869,420,319. 245,868,96 790,272,4 798,242,961.
600,620,0 1,888,422,971.27
Electronic compa e parts production 38 4.79 16.93 60
00
Co., Ltd. ny s
Notes of main subsidiaries and stock-jointly companies
Bosch Automobile Diesel System Co., Ltd. gained net profit RMB 0.46 billion in 2012,decreasing 38.67% than RMB 0.75 billion in
2011,mainly because the market requirement of commercial vehicles decreased and the market of heavy duty trucks depressed.
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
5. The significant progress of non-raised proceeds investment
In 10 thousand yuan
Accumulation of
Total investment Investment amount actual investment Progress of the Earnings of the
Name of the project
amount in the annual amount ended of the project project
period-end
Total 0 0 0 -- --
Statement of the significant progress of non-raised proceeds investment
VII.Special purpose vehicle under the control of company
The company has no special purpose vehicle under the control of company
VIII. Prospects on future development
The Company operates business in auto components industry, producing and selling fuel injection system product,
auto post-processing system products and auto intake system products.
1. Industry competition layout and development trend
The implementation of national IV emission regulations will promote enhancement of technology level of auto
core components. The development of the industry will face division.
Benefits from reform, talent and urbanization will give strong support for continued, healthy and stable
development of the PRC economy, and promote steady development of auto indusry. Urbanization has been
regarded as the important engine determining the future development and city group constitutes the important
content of new urbanization. Development of city group requires increasing investment in urban rail traffic and
infrastructure construction, so as to provide new opportunies for development of engineer machine, heavy truck
and passenger bus markets. As to auto industry, the focus will transfer to quality instead of scale.
2. Operation plan for 2013
The macro economy continues to be complicated in 2013, with slow growth in general. accordingly, we will
manage to make breakthrough, consolidate the established market, strictly control risks, actively promote strategic
structure adjustment, hold every opportunity to develop, continue to improve its competitiveness and continue to
implement its strategic development target. The working focuses will be as follows in 2013: strengthen internal
23
无锡威孚高科技集团股份有限公司 2012 年度报告全文
risk control, establish sound early warning system; strengthen internal system management, consolidate
development basis, continue to promote development; emphasize on high efficiency and cost reduction, enhance
cost control ability, raise core competitiveness; improve quality management and product quality, continue to
increase quality control; consolidate existing market, explore new market and strive to make breakthrough in
product and market strategy; take advantage of finance leverage and increase capital benefits.
3. Development strategy
To actively develop fuel injection system products, auto post-processing system products and engine intake
system (supercharger) meeting the requirements of the national energy-saving and emission-reduction regulations.
To hold independent development and external cooperation as the basic principles to realize future development
strategy. To consolidate foundation, improve quality, expand market, strengthen actions and control risks based on
the working principles of “pursuit for practice and efficiency”. Manage to realize the target of being the leader in
domestic automobile (power engineering) core components field.
4. Potential risks in 2013
The auto industry faces difficulty from energy, environment and heavy traffic after ten years rapid development ,
which leads to stable development from the original rapid development as to the growth pattern of PRC
automobile industry. Factors such as the domestic and overseas macro economic environment, auto industry
policies, national emission standard level IV will bring great affects to the development of the Company.
IX.Explanation of the Board of Directors on the “Qualified Opinion” of the report made by
the CPAs
Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. carried out standard unqualified audit opinion for the company.
X.Explanation on changes of accounting policy, accounting estimation and settlement method
compared with the last year’s financial report
Compared with last year’s financial report, accounting policy, accounting estimation and settlement method has no changes.
XI. Particular about major accounting errors correction that needs retroactive re-statement
in reporting period
No major accounting errors correction occurred in reporting period.
XII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
Compare with last year’s financial report consolidation statement’s scope, one combined unit was decreased.
Weifu Jida had cancelled in September 2011. Weifu Jida’s income statement and cash flow statement from the
beginning of last period to cancellation date included to consolidation financial statement’s scope.
XIII. Profit and dividend distribution
Establishment, implementation or adjustment of profit distribution policy espectially the cash dividend policy during the reporting
period
In August, the Company made further detailed provision in respect of the clauses concrning cash dividend in the
Articles of Association according to the Notice on Further Implementation of Cash Dividend of Listed Company
(ZJF(2012)No.37) issued by the CSRC and the Notice on Further Implementation of Relevant Requirements for
Cash Dividend of Listed Company issued by the securities regulatory bureau of Jiangsu based on its actual
conditions. In detail, the Company expressly determined the dividend proportion and decision making system,
which were considered and approved at the 5th meeting of the 7th board and the 2nd extraordinary general
meeting of 2012. the Company will follow the relevant provisions of the Articles of Association to execute profit
distribution policy wih independent opinions issued by independent directors, so as to make sure the minority
24
无锡威孚高科技集团股份有限公司 2012 年度报告全文
shareholders have opportunity to express opinions and raise demands, thus to protect the legal interests of its
shareholders, especially the minority shareholders. the profit distribution plan of the Company in the reporting
period accorded with the relevant provisions as set out in the Articles of Association.
The profit distribution plan and capitalization of capital reserve plan of the Company in the reporting period accorded with the
relevant provisions as set out in the Articles of Association.
The profit distribution plan and capitalization of capital reserve plan of the Company for the last three years (reporting period
included)
The profit distribution plan for 2010: based on the total share capital of 567275995 shares as at the end of 2010,
distribute cash dividend of RMB4.35 (tax included) for every 10 shares, and no capitalization of capital reserve.
The plan has been implemented completely in August 2011.
The profit distribution plan for 2011: based on the total share capital of 680133995 shares as at the end of 2011,
distribute cash dividend of RMB3 (tax included) for every 10 shares, and no capitalization of capital reserve. The
plan has been implemented completely in July 2012.
The profit distribution plan for 2012: 、Based on the total number of issued stock ,which is 680.133995 million ,as
of Dec 31,2012，Cash bonus of RMB 3 （tax inclusive）and 5 bonus stock(tax inclusive) per 10 stocks shall be
paid to the shareholders.No capital reserve shall be converted into the registered capital and the remaining
undistributed profits shall be incorporated into the next accounting year’s profits。The plan has been considered
and approved by the board, waiting for approval from the general meeting.
Cash dividend in latest three years
Unit: RMB
Net profit attributable to Ratio in net profit attributable to
Amount for cash bonus (tax shareholders of listed company shareholders of listed company
Year for bonus shares
included) in consolidation statement for contained in consolidation
bonus year statement (%)
2012 204,040,198.50 889,326,939.46 22.94%
2011 204,040,198.50 1,204,617,075.56 16.94%
2010 246,765,057.83 1,340,291,115.79 18.41%
The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend
proposed
□ Applicable √ Not applicable
XIV. Social responsibility
More details of the company “social responsibility report 2012” could be found in Juchao Website, the identifiable information
disclosure website by Shenzhen Stock Exchange. (www.cninfo.com.cn)
XV. In the report period, reception of research, communication and interview
Contents discussed and material
Time Place Way Type Reception
provided
Conference room of the China Merchants
2012-03-02 Spot research Institution Analysis of the market in 2012
Company Securities
Conference room of the Institution CITIC Securities, Ping An
2012-03-07 Spot research Analysis of the market in 2012
Company Securities
25
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Conference room of the Institution
2012-05-13 Spot research Guotai Junan Securities Analysis of the market in 2012
Company
Conference room of the Institution CITIC Securities, Ping An
2012-05-23 Spot research Analysis of the market in 2012
Company Securities
Conference room of the Institution
2012-07-13 Spot research Minsheng Securities Analysis of the market in 2012
Company
Conference room of the
2012-07-16 Spot research Institution Guodu Securities Analysis of the market in 2012
Company
26
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section V. Important Events
I. Significant lawsuits and arbitrations of the Company
□ Applicable √ Not applicable
No lawsuit or arbitration of the company in the annual.
Questioned from media
□ Applicable √ Not applicable
No media questioned for the Company in reporting period
II. Non-operational fund occupation of the listed company from controlling shareholder and
its related parties
Total
Amount at Amount amount Amount at Estimated
Date for
Shareholder period-begin newly-increased repaid in period-end Estimated repaid
Occupati payment
or related Reasons (in 10 in reporting reporting (in 10 repayment amount (in
on date estimated
person thousand period (in 10 period (in thousand way 10 thousand
(month)
yuan) thousand yuan) 10 thousand yuan) yuan)
yuan)
Total 0 0 0 0 -- 0 --
Ratio of total amount at
period-end in net assets at 0%
period-end (%)
III. Bankruptcy reorganization
No bankruptcy reorganization of the Company
27
无锡威孚高科技集团股份有限公司 2012 年度报告全文
IV.Trade of assets
1. Purchase of assets
Net profit Net profit
contributed to the contributed to the
listed company listed company Ratio of net
from the purchase from the begin to profit
The other Purchase
date to the end of the end of the contributed to Related The related
party of price(10 The progress Date of
Assets purchased the report report period( 10 listed transaction relationship(applicable Index of disclosure
transaction or thousand Situation disclosure
period( 10 thousand thousand yuan) company in or not for related transaction)
final controller yuan)
yuan) (applicable (applicable for total net profit
for enterprise enterprise merger (%)
merger under the under the common
uncommon control) control)
Wuxi Industry 1.5% equity of
Ownership has “Semi-Annual Report
Development Bosch Automobile
20,628.9 transferred in 0.43% Yes Substantialshareholder 2012-08-29 of 2012” published on
Group Co., Diesel System Co.,
total Juchao Website
Ltd Ltd hold
1% equity of
ROBERT Ownership has “Semi-Annual Report
Bosch Automobile
BOSCH 13,752.6 transferred in 0.29% Yes 2nd largest shareholder 2012-08-29 of 2012” published on
Diesel System Co.,
GMBH( total Juchao Website
Ltd hold
The exclusive right Transfer
to use ” 锡字 amount RMB
”Trademark of
brand” was owned 15,155,700
substantial
Wuxi Industry by Industry Group, was paid in
shareholder transfer
Development (trade mark advance to
1,615.57 Yes Substantialshareholder 2012-12-05 and related
Group Co., license: No. Industry
transaction”(No.:
Ltd 225109) and Group,
2012-046) published
exclusive use right relevant
on Juchao Website
of 42 pieces of procedure still
figurative mark in process
Acquisition of assets
28
无锡威孚高科技集团股份有限公司 2012 年度报告全文
As approved at the 2nd extraordinary general meeting held on 24 December 2010, the Company issued shares to its substantial shareholders Wuxi Industry Development Group Co., Ltd. and
ROBERT BOSCH GMBH by non-public offering. On 21 January 2012, the CSRC issued the approval on Non-public Offering by Weifu High-technology Group Co., Ltd.
(ZJXK(2012)No.109), to approve the Company issue new shares not exceeding 112,858,000 by non-public offering. The investment project with the proceeds raised in the non-public offering
was to acquire the 1.5% equity of RBCD held by Wuxi Industry Development Group Co., Ltd. and the 1% equity of RBCD held by ROBERT BOSCH GMBH. The purpose of this equity
acquisition: to solve the related investment with Industry Group; to increase close cooperation with RBCD by increasing the shareholding in RBCD, thus to promise continued stable
development and enhancement of profitability of the Company.
The Company held the 8th meeting of the 7th board on 3 December 2012, to consider and approve the proposal that the Company intended to acquire the “Xizipai” trademark license (the
trademark registration No. 225109) and 42 graph trademarks licenses held by Industry Group with the evaluation price of RMB16, 155,700. the purpose of this related transaction of the
Company was to change the existing situation that the trademarks under “Xizipai” series were separated with its products, to determine clear relation in respect of trademark property, thus to
keep the completeness and independence of its assets. The Company improved its ability of continued operation, benefitial for its long term stable development.
2. Sales of assets
Net profit
Ratio of net
contributed to
profit
the listed Assets
The other Trading contributed Credit and
Company from Gains/losses rights
party of price (in by the sold Explanation Related The related liability
Sales the begin of from sales (in concerned Date of Index of
transaction or Assets sold 10 assets for on price transaction relationship(applicable concerned
date the reporting 10 thousand transferred disclosure disclosure
final thousand listed setting or not for related transaction) shifted
to the sales yuan)) ownership
controller yuan)) company in fully or not
date(in 10 fully or not
total profit
thousand
(%)
yuan))
Equityof
Wuxi Industry Wuxi
Development Venture Assessment Not
2012-9-14 397.62 97.62 Yes Substantial shareholder Yes Yes
Group Co., Capital price applicable
Ltd GroupCo.,
Ltd.
Overview of assets sold
3. Enterprise merger
In the reporting, the company has no enterprise merger.
V.Implementation of the company’s equity incentive and the effects
29
无锡威孚高科技集团股份有限公司 2012 年度报告全文
No equity incentive plan formulated and implemented by the Company.
VI. Significant related transaction
1. Related transaction connected to routine operations
Related Proportion in
Related Related Related Related
Related transaction the amount of
Related Pricingprincip transaction Marke Date of
transaction relationship
transaction transaction transaction amount (in 10 the same Index of disclosure
al thousand transaction settlement t price disclosure
parties type content price
yuan) (%) mode
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Procurement of
Precision (No.: 2012-027) and
Associated merchandise Procurement According to 2012-04-
Machinery Market price 7,341.94 2.6% “Resolution Notice of Annual
company and receiving of goods the contract 18
Manufacturing Shareholders Genral Meeting
labor service
Co., Ltd. of 2011” published on Juchao
Website
”Prediction of Daily Related
Associated
Transaction for year of 2012”
company, Procurement of
(No.: 2012-027) and
Bosch Diesel controlling merchandise Procurement According to 2012-04-
Market price 15,370.97 5.43% “Resolution Notice of Annual
System subsidiary of and receiving of goods the contract 18
Shareholders Genral Meeting
German Bosch labor service
of 2011” published on Juchao
Company
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Procurement of
Environment Joint venture (No.: 2012-027) and
merchandise Procurement According to 2012-04-
Protection of Weifu Market price 51,543.21 18.25% “Resolution Notice of Annual
and receiving of goods the contract 18
Catalyst Leader Shareholders Genral Meeting
labor service
Co.,Ltd. of 2011” published on Juchao
Website
Wuxi Procurement of 2012-04- ”Prediction of Daily Related
Procurement According to
Weifu-Autoca Joint venture merchandise Market price 1,527.91 0.54% Transaction for year of 2012”
of goods the contract 18
m Fine and receiving (No.: 2012-027) and
30
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Machinery Co. labor service “Resolution Notice of Annual
LTD Shareholders Genral Meeting
of 2011” published on Juchao
Website
”Prediction of Daily Related
Transaction for year of 2012”
Procurement of
second largest (No.: 2012-027) and
German Bosch merchandise Procurement According to 2012-04-
shareholder of Market price 3,573.01 1.27% “Resolution Notice of Annual
Company and receiving of goods the contract 18
the Company Shareholders Genral Meeting
labor service
of 2011” published on Juchao
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Precision (No.: 2012-027) and
Associated Sales of According to 2012-04-
Machinery Sales of goods Market price 1,619.97 0.32% “Resolution Notice of Annual
company goods the contract 18
Manufacturing Shareholders Genral Meeting
Co., Ltd. of 2011” published on Juchao
Website
”Prediction of Daily Related
Associated
Transaction for year of 2012”
company,
(No.: 2012-027) and
Bosch Diesel Controlling Sales of According to 2012-04-
Sales of goods Market price 32,167.83 6.41% “Resolution Notice of Annual
System subsidiaryof goods the contract 18
Shareholders Genral Meeting
German Bosch
of 2011” published on Juchao
Company
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Environment Joint venture (No.: 2012-027) and
Sales of According to 2012-04-
Protection company of Sales of goods Market price 954.9 0.19% “Resolution Notice of Annual
goods the contract 18
Catalyst Weifu Leader Shareholders Genral Meeting
Co.,Ltd. of 2011” published on Juchao
Website
Wuxi ”Prediction of Daily Related
Weifu-Autoca Transaction for year of 2012”
Joint venture Sales of According to 2012-04-
m Fine Sales of goods Market price 310.49 0.06% (No.: 2012-027) and
company goods the contract 18
Machinery Co. “Resolution Notice of Annual
LTD Shareholders Genral Meeting
31
无锡威孚高科技集团股份有限公司 2012 年度报告全文
of 2011” published on Juchao
Website
”Prediction of Daily Related
Transaction for year of 2012”
second largest (No.: 2012-027) and
German Bosch Sales of According to 2012-04-
shareholder of Sales of goods Market price 1,489.89 0.3% “Resolution Notice of Annual
Company goods the contract 18
the Company Shareholders Genral Meeting
of 2011” published on Juchao
Website
”Prediction of Daily Related
Associated
Transaction for year of 2012”
company, Technology
(No.: 2012-027) and
Bosch Diesel Controlling service According to 2012-04-
Other 681.77 “Resolution Notice of Annual
System subsidiaryof charge the contract 18
Shareholders Genral Meeting
German Bosch payable
of 2011” published on Juchao
Company
Website
”Prediction of Daily Related
Wuxi Transaction for year of 2012”
Weifu-Autoca (No.: 2012-027) and
Joint venture Rental According to 2012-04-
m Fine Other 172.24 “Resolution Notice of Annual
company receivable the contract 18
Machinery Co. Shareholders Genral Meeting
LTD of 2011” published on Juchao
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Environment Joint venture (No.: 2012-027) and
Rental According to 2012-04-
Protection of Weifu Other 186.1 “Resolution Notice of Annual
receivable the contract 18
Catalyst Leader Shareholders Genral Meeting
Co.,Ltd. of 2011” published on Juchao
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Environment Joint venture (No.: 2012-027) and
Sales of fixed According to 2012-04-
Protection of Weifu Other 37.65 “Resolution Notice of Annual
assets the contract 18
Catalyst Leader Shareholders Genral Meeting
Co.,Ltd. of 2011” published on Juchao
Website
32
无锡威孚高科技集团股份有限公司 2012 年度报告全文
”Prediction of Daily Related
Transaction for year of 2012”
Substantial Land and (No.: 2012-027) and
Wuxi Industry According to 2012-04-
shareholder of Other trademark fee 626.15 “Resolution Notice of Annual
Group the contract 18
the Company payable Shareholders Genral Meeting
of 2011” published on Juchao
Website
”Prediction of Daily Related
Transaction for year of 2012”
2nd-largest (No.: 2012-027) and
German Bosch Technology According to 2012-04-
shareholder of Other 1,793.05 “Resolution Notice of Annual
Company royalties paid the contract 18
the Company Shareholders Genral Meeting
of 2011” published on Juchao
Website
Total 119,397.08 35.37% -- -- --
The above mentioned related transactions are the necessary trading which closely concerned with
Necessity and sustainable of related transaction as well as reasons of related transaction with daily opration of the Company, Borad of the Company guarantee the above mentioned
related parties(not with other marketing dealers) excercising in a fair value pricing and reasonable paymen/receive condition from point of
protecting interest of investors, no interest of the listed company injured.
Influence on independence of listed company from related transaction Shows no influence on independence of the Company
The total amount from daily related transaction in reporting period still in the predicted amount
Report the actual implementation of the normal related transactions which were projected
that approved in Annual Shareholders’ Genral Meeting of 2011, the predicted amount of daily
about their total amount by types during the reporting period(if applicable)
related transactions for year of 2012 at year-begin amounting as RMB 2,273,500,000 in total.
2. Related transaction incurred by purchase or sales of assets
Assessment
Book value Income
value of Market fair Clearing
Type of Content of of assets Transfer price from assets
Pricing assets value (10 form for Disclosure Index of
Related party Relationship related related transfer (10 (10 thousand transfer (10
principle transfer (10 thousand related date disclosure
transaction transaction thousand yuan) thousand
thousand yuan) transaction
yuan) yuan)
yuan)
Wuxi 1.5% equity of
”Semi-annual
Industry Bosch
Substantial Equity Appraisal According to report of 2012”
Development Automobile 4,373.28 20,628.9 20,628.9 20,628.9 445.89 2012-08-29
shareholder acquisition value agreement published on
Group Co., Diesel System
Juchao Website
Ltd Co., Ltd hold
33
无锡威孚高科技集团股份有限公司 2012 年度报告全文
1% equity of
”Semi-annual
ROBERT Second Bosch
Equity Appraisal According to report of 2012”
BOSCH largest Automobile 2,915.52 13,752.6 13,752.6 13,752.6 297.26 2012-08-29
acquisition value agreement published on
GMBH shareholder Diesel System
Juchao Website
Co., Ltd hold
The exclusive
right to use ”
”Trademark of
锡字 brand”
substantial
was owned by
Wuxi shareholder
Industry
Industry transfer and
Substantial Assets Group, (trade Appraisal Appraisal
Development 0 1,615.57 1,615.57 1,615.57 2012-12-05 related
shareholder acquisition mark license: value value
Group Co., transaction”(No.
No. 225109)
Ltd : 2012-046)
and exclusive
published on
use right of 42
Juchao Website
pieces of
figurative mark
Wuxi
Industry Equity of Wuxi
Substantial Appraisal Appraisal
Development Equity sold Venture Capital 300 397.62 397.62 397.62 97.62 Not applicable
shareholder value value
Group Co., GroupCo., Ltd.
Ltd
Reason of major difference between the transfer price and book value or assessed value Income approach predicted enterprise’s value based on profitability of the enterprise
Firstly, solved the related investment with Industry Group; secondly, strengthen close
Influence on the operation results and financial status of the Company cooperation with RBCD by higering equity ratio RBCD, promote the sustainable development
of the Company and enhance profitability of the Company
34
无锡威孚高科技集团股份有限公司 2012 年度报告全文
3. Significant related transaction from jointly investment outside
Total assets Net assets of Net profit of
Register
Main business of invested invested invested
Same Pricing Enterprise capital of
Relationship of invested enterprise(10 enterprise(10 enterprise(10
investors principle invested invested
enterprise thousand thousand thousand
enterprise
yuan) yuan) yuan)
4. Credits and liability of related party
Whether have non-operation related liabilities and credits relations or not
□Yes √No
Whether has
Balance at Amount in Balance at
non-operation
Reasons for period-begin this period(10 period-end
Related party Relationship Type fund
occurring (10 thousand thousand (10 thousand
occupation or
yuan) yuan) yuan)
not
5. Other significant related transactions
Nil
Inquiry of disclosure website for relevant interim reports of material related transaction
Notice name Dated for disclosed Website for interim report disclosed
VII. Significant contracts and its implementation
1. Trusteeship, contracting and lease
(1) Trusteeship
Explanation on trust
In reporting period, the Company has no trusteeship event occrueed, and either trusteeship occurred in previous period and last to this
reproting period
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(2) Contract
Explanation on contract
In reporting period, the Company has no contract occrueed, and either contract occurred in previous period and last to this reproting
period
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(3) Lease
Explanation on lease
In reporting period, the Company has no lease occrueed, and either lease occurred in previous period and last to this reproting period
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
2. Guarantees
In ten thousand yuan
35
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)
Guarante
Related
e for
Announcem Actual date of Actual Complete
Name of the Guarantee Guarantee Guarantee related
ent happening (Date of guarantee implementatio
Company guaranteed limit type term party
disclosure signing agreement) limit n or not
(Yes or
date
no)
Guarantee of the Company for the subsidiaries
Guarante
Related
e for
Announcem Actual date of Actual Complete
Name of the Guarantee Guarantee Guarantee related
ent happening (Date of guarantee implementatio
Company guaranteed limit type term party
disclosure signing agreement) limit n or not
(Yes or
date
no)
Total amount of guarantee of the Company( total of two abovementioned guarantee)
Including:
Explanation on guarantee with composite way
The Company has no guarantee occurred in reporting period
(1) Guarantee provided against regulations
In 10 thousand yuan
Amount
Amount guarantee
Predicted
guarantee Ratio in against Ratio in
Relationsh amount Predicted
against net assets regulation net Predicted
Guarantee ip with Guarantee Guarantee relieve (in date
regulation at ended before assets at methods to
name listed type term 10 relieve(mo
(in 10 period-end annual report period-e relieve
company thousand nth)
thousand (%) (in 10 nd (%)
yuan)
yuan) thousand
yuan)
Total 0 0% -- -- 0 0% -- -- --
3. Other significant contract
Appraisal
Book
value for
value of
assets
amount Base date Trading Whether Implement
Company involved
Name of involved Appraisal of assets price (in constitute ation
entered in Pricing Related
counterpar in contract agency (if evaluation 10 related ended as
into a contract(in principle relationship
t (in 10 applicable) (if thousand transaction reporting
contract 10
thousand applicable) yuan) or not period
thousand
yuan) (if
yuan) (if
applicable)
applicable)
36
无锡威孚高科技集团股份有限公司 2012 年度报告全文
VIII. Implementation of commitments
1. Commitments from the Company or shareholders (with over 5% shares held) in or continued to
reporting period
Dated for Commit
Commitment
Commitments Contents commitme ment Implementation
party
nt term
Non-circulating shares of Weifu Hi-tech held by Weifu
Group could not listed or transferred within 60 months
since possessing of listing right. After the expiry of the
commitment period, original non-circulating shares
The commitment
Wuxi Industry would be listed for sale in Shenzhen Stock Exchange,
was being
Share Merger Development the proportion of sales volume to total share equity of 2006-04-0
fulfilled without
Reform Group Co., Weifu Hi-tech could not exceed 5% within 12 months 5
holdings-reducin
Ltd as well as 10% within 24 months, and sales price ought
g shares.
not to less than RMB 10 per share (the lowest
impairment price of shares holding would be calculated
ex-right at the same time if share price ought to ex-right
according to regulation).
Commitments in
report of acquisition
or equity change
Commitments in
assets reorganization
Wuxi Industry
The privately offering of the Company totally issue
Development
Commitments in 112,858,000 A-shares to substantial shareholder Wuxi
Group Co.,
initial public Industry Group and foreign strategy investor ROBERT
Ltd and Implementing
offering or BOSCH GMBH. The above said shares are listed for
ROBERT
refinancing trading in Shenzhen Stock Exchange since 29 February
BOSCH
2012 with 36-month restriction
GMBH
In order to promote the listed company’s steady and
healthy development, fully mobilize senior executives
so as to ensure to combine the interests of the
other commitments Wuxi Industry governance and shareholders of the Company, Weifu
Implemented
to minority Development Industry Group committed: after Weifu High-tech 2006-04-0
after related
shareholders of the Group Co., finishing Share Merger Reform, under related 5
policy released
Company Ltd regulations of the state and Wuxi government in terms
of governance encouragement system of listed
company, the Group would the stock incentive plan for
management level of Weifu High-tech.
Completed on time
Yes
or not
Detail reasons for
un-complement and Not-applicable
further plan
Whether made a
promise to
horizontal
No
competition and
related transactions
that resulted or not
37
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Solution term
Not-applicable
promised
Solution way Not-applicable
Complementation Implementing
2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
Forecast Actual Reasons failure
Assets or Disclosure date Index of
Date starting Date ended for performance performance to reached
project owes for original original
for forecast forecast currently (in 10 currently (in 10 forecast (if
profit forecast forecast forecast
thousand yuan) thousand yuan) applicable)
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Jiangsu Gongzheng Tianye CPA Co., Ltd.
Remuneration for domestic accounting firm (in 10 thousand yuan) 150
Continuous life of auditing service for foreign accounting firm 21 years
Name of domestic CPA Bo Lingjing, Liu Darong
Whether re-appointed accounting firms in this period or not
□ Yes √ No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □Not applicable
Being deliberated in Annual Shareholders General Meeting of 2011, Jiangsu Gongzheng Tianye CPA Co., Ltd.
was appointed as audit accounting firm for internal control of the Company for year of 2012. For supervision
needs of targeted placement of 2012, Everbright Securities Co., Ltd. was the sponsor of the Company for duty of
continues supervison.
X. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Qualified Opinion” from the CPA
Not applicable
XI. Penalty and rectification
Type of
Conclusion Index of
Name Type Reasons investigation and Disclosure date
(if applicable) disclosure
penalty
Explanation on rectification
Particular about directors, supervisors, senior executives and shareholders with over 5% shares held suspected illegal dealings of the
stock of the Company and earnings of illegal dealings taken back by the Company that disclosed
□Applicable √ Not applicable
38
无锡威孚高科技集团股份有限公司 2012 年度报告全文
XII. Suspension and delisting after disclosure of annual report
Not applicable
XIII. Other material events
Nil
XIV. Significant events of the subsidiaries
Nil
XV. Corporate bond offering
Nil
39
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Shares
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitaliz
Proportion New shares Bonus ation of Proport
Amount Others Subtotal Amount
(%) issued shares public ion (%)
reserve
I. Restricted shares 71,708,575 12.64% 112,858,000 -28,380,359 84,477,641 156,186,216 22.96%
2. State-owned
71,658,199 12.63% 36,017,600 -28,363,800 7,653,800 79,311,999 11.66%
corporate shares
4. Foreign shares 76,840,400 76,840,400 76,840,400 11.3%
Including: Foreign
76,840,400 76,840,400 76,840,400 11.3%
corporate shares
5. Senior executives’
50,376 0.01% -16,559 -16,559 33,817 0.01%
shares
II. Unrestricted shares 495,567,420 87.36% 28,380,359 28,380,359 523,947,779 77.04%
1. RMB Ordinary shares 380,647,420 67.1% 28,380,359 28,380,359 409,027,779 60.14%
2. Domestically listed
114,920,000 20.26% 114,920,000 16.9%
foreign shares
III. Total shares 567,275,995 100% 112,858,000 112,858,000 680,133,995 100%
Reasons for share changed
On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY
GROUP CO.,LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total.
Approval of share changed
√Applicable □Not applicable
On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY
GROUP CO.,LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total.
Ownership transfer of share changed
The privately offering of the Company totally issue 112,858,000 shares to two objects Wuxi Industry Development Group Co., Ltd.
and ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd.), the shares have completed registration and trusteeship procedures
in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on 17 February 2012. The above said shares
are listed for trading in Shenzhen Stock Exchange since 29 February 2012 with 36-month restriction; listing date predicted as 1
March 2015 (postpone for non-trading day).
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
√Applicable □ Not applicable
Share capital of the Company increase to 680,133,995 shares from 567,275,995 shares after privately offering.
As at end of reporting period, EPS diluted to 1.34 yuan from 1.57 yuan due to the privately offering; net assets per share increase to
12.73 yuan from 10.23 yuan.
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
Nil
40
无锡威孚高科技集团股份有限公司 2012 年度报告全文
II. Security offering and listing
1. Previous security offering in latest three years at period-end
Numbers
Stock/derivative Offering price (or Circulation End of trading
Offering date Listing date approved for
securities interest rate) number date
trading
Stock
Privately offering 2012-02-07 25.395 112,858,000 2012-02-29 112,858,000
Convertible corporate bond, separably-traded convertible bond and corporate bonds
Warrant
Explanation on security offering in previous three years
On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY
GROUP CO.,LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total.
The privately offering of the Company totally issue 112,858,000 shares to two objects with offering price of 25.395 yuan per share
for 2866.0289 million yuan collected. The above said shares are listed for trading in Shenzhen Stock Exchange since 29 February
2012 with 36-month restriction; listing date predicted as 1 March 2015.
2. Explanation on changes of total shares and shareholders structure as well as changes of structure of
assets and liability
(1) New 112,858,000 shares increased after privately offering, share capital of the Company increase to 680,133,995 shares currently
from original 567,275,995 shares before offering.
(2) After offering, net assets of the Company gains a sharply growth while asset-liability ratio declined correspondingly; quality of
the assets improve along with the solvency upgrade, which enhancing the development speed of the Company.
3. Existing internal staff shares
Offering date of internal staff Circulation numbers of internal staff
Offering price for internal staff shares(RMB)
shares shares(Share)
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
Unit: Share
th
Total shareholders ended as the 5 trading day before
Total shareholders in reporting period 28,446 28693
annual report disclosed
Particulars about shares held above 5% by shareholders
Total Number of share
Proportion Amount of Amount of pledged/frozen
Nature of shareholders Changes in
Full name of Shareholders of shares restrict un-restrict
shareholder at the end of report period State of
held (%) shares held shares held Amount
report period share
Wuxi Industry
State-owned
Development Group Co., 20% 136,039,599 36017600 79,311,999 56,727,600
corporate
Ltd
Foreign
ROBERT BOSCH GMBH 14% 95,227,600 76840400 76,840,400 18,387,200
corporate
China Construction Bank Domestic
－Fuguo Tianbo non-state-o 2.83% 19,229,260 19,229,260
Innovation Theme Stock wned
41
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Securities Investment corporate
Fund
Foreign
GAOLING FUND,L.P. 1.85% 12,555,715 12,555,715
corporate
Domestic
CCB—Yinhua Core Value
non-state-o
Selected Securities 1.56% 10,600,399 10,600,399
wned
Investment Fund
corporate
China Construction Bank Domestic
– China Advantage non-state-o
1.42% 9,681,020 9,681,020
Growth Stock Securities wned
Investment Fund corporate
DRAGON BILLION Foreign
1.37% 9,298,922 9,298,922
CHINA MASTER FUND corporate
GUOTAI JUNAN
Foreign
SECURITIES(HONGKO 1.35% 9,165,855 9,165,855
corporate
NG) LIMITED
Domestic
ABC- Changsheng
non-state-o
Tongde Theme Growth 1.29% 8,800,906 8,800,906
wned
Stock Fund
corporate
Domestic
BOCOM—Fullgoal
non-state-o
Tianyi Value Security 1.16% 7,868,490 7,868,490
wned
Investment Fund
corporate
On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering
of WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD” (ZJXK [2012] No.109), the
Company offering no more than 112,858,000 new shares in total. Among the shares,
36017600 shares offering to substantial shareholder Wuxi Industry Development Group
Strategy investors or general corporate Co., Ltd while 76840400 shares offering to strategy investor ROBERT BOSCH GMBH;
comes to top 10 shareholdes by rights the shares have completed registration and trusteeship procedures in Shenzhen Branch of
issued (if applicable) China Securities Depository and Clearing Corporation Limited on 17 February 2012. The
above said shares are listed for trading in Shenzhen Stock Exchange since 29 February
2012 with 36-month restriction; listing date predicted as 1 March 2015 (postpone for
non-trading day).
Among the top ten shareholders, the Company knew there has no associated relationship
between Wuxi Industry Development Croup Co., Ltd., the substantial shareholderr of the
Company, and other shareholders; and they do not belong to the consistent actionist
Explanation on associated relationship
regulated by the Management Measure of Information Disclosure on Change of
among the aforesaid shareholders
Shareholding for Listed Company. Fullgoal Tianbo Innovation Theme Stock Securities
Investment Fund and Fullgoal Tianyi Value Securities Investment Fund shares same fund
manager – Fullgoal Fund Management Co., Ltd.
Particular about top ten shareholders with un-restrict shares held
Amount of un-restricted Type of shares
Shareholders’ name
shares held at year-end Type Amount
Wuxi Industry Development Group Co., Ltd 56,727,600 RMB common shares 56,727,600
China Construction Bank－Fuguo Tianbo Innovation
19,229,260 RMB common shares 19,229,260
Theme Stock Securities Investment Fund
ROBERT BOSCH GMBH 18,387,200 Domestically foreign shares 18,387,200
GAOLING FUND,L.P. 12,555,715 Domestically foreign shares 12,555,715
CCB—Yinhua Core Value Selected Securities Investment 10,600,399 RMB common shares 10,600,399
42
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Fund
China Construction Bank – China Advantage Growth Stock
9,681,020 RMB common shares 9,681,020
Securities Investment Fund
DRAGON BILLION CHINA MASTER FUND 9,298,922 Domestically foreign shares 9,298,922
GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 9,165,855 Domestically foreign shares 9,165,855
ABC- Changsheng Tongde Theme Growth Stock Fund 8,800,906 RMB common shares 8,800,906
BOC—Fullgoal Tianyi Value Security Investment Fund 7,868,490 RMB common shares 7,868,490
Among the top ten shareholders, the Company knew there has no
associated relationship between Wuxi Industry Development Croup
Co., Ltd., the substantial shareholderr of the Company, and other
Expiation on associated relationship or consistent actors shareholders; and they do not belong to the consistent actionist
within the top 10 un-restrict shareholders and between top regulated by the Management Measure of Information Disclosure on
10 un-restrict shareholders and top 10 shareholders Change of Shareholding for Listed Company. Fullgoal Tianbo
Innovation Theme Stock Securities Investment Fund and Fullgoal
Tianyi Value Securities Investment Fund shares same fund manager –
Fullgoal Fund Management Co., Ltd.
2. Controlling shareholder of the Company
Corporation
Legal
Date Organization
Controlling shareholder rep./person in Register capital Main business
established code
charge of unit
Authorizing the state-owned assets
operation within a certain areas,
investment management of significant
Wuxi Industry Development Jiang RMB
1995-10-05 13600265-4 project, investment and development of
Group Co., Ltd Guoxiong 3,432,673,241.46
manufacturing and services and venture
capital in high-tech achievement, entrust
enterprise and management
Operation result, financial
status, cash flow and future Not applicable
development strategy ect.
Equity of other
domestic/foreign listed
company with share
Substantial shareholder of the Company—Industry Group is the controlling shareholder of Wuxi Taiji
controlling and share
Industry Co., Ltd. (stock code: 600667)
participation by controlling
shareholder in reporting
period
Changes of controlling shareholder in reporting period
□ Applicable √ Not applicable
3. Actual controller of the Company
Corporation
Legal rep./person in Date Organization Register Main
Actual controller
charge of unit established code capital business
State-owned Assets Supervision & Administration
Commission of Wuxi Municipality of Jiangsu Province
43
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Operation result, financial status, cash flow and future
Not applicable
development strategy ect.
Equity of other domestic/foreign listed company
Not applicable
controlled by actual controller in reporting period
Changes of actual controllers reporting period
□Applicable √Not applicable
Property right and controlling relationship between the actual controller and the Company is as follow:
State-owned Assets Supervision & Administration
Commission of Wuxi Municipality of Jiangsu Province
100%
Wuxi Industry Development Croup Co., Ltd.
20%
Weifu High-Technology Group Co., Ltd.
Actual controller controlling the Company by entrust or other assets management
□Applicable √Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
Corporate Legal rep./person in Date Organization Register
Main business or management activity
shareholders charge of unit established code capital
Development, manufacture and sales of
automotive equipment and engine equipment;
engaged in electro-technical, electronic
technology, machinery manufacturing and
ROBERT Heiko Carrie, EUR 1,200 optical system as well as produce iron, metal
1886-11-15
BOSCH GMBH Bettina Holzwarth million and plastic products and similar commodity.
The company engaged in vary trading business
concerned with its business scope and
established relevant company concerned with
its business scope
IV. Share holding increasing plan proposed or implemented in reporting period from
shareholder of the Company and its concerted action person
Disclosure dated
Shareholder/conc Ratio of shares Ratio of shares
Shares holding Shares holding Initial disclosure for end of
erted action plans to increased actually increased
plans to increased actually increased date shareholding
person (%) (%)
increased
Explanation on others
44
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section VII. Particulars about Directors, Supervisors and Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares Shares
shares held shares held
Working Start dated of End date of held at held at
Title Sex Age in this in this
Name status office term office term period-beg period-end
period period
in (Share) (Share)
(Share) (Share)
Chen Currently
Chairman M 45 2012-03-07 2015-03-06 3,169 3,169
Xuejun in office
Vice
Wang Currently in
Chairman M 46 2012-03-07 2015-03-06 521 521
Xiaodong office
& GM
Rudolf Vice Currently in
M 55 2012-03-07 2015-03-06
Maier Chairman office
Ge Currently in
Director M 58 2012-03-07 2015-03-06 25,468 25,468
Songping office
Hua Currently in
Director 女 48 2012-03-07 2015-03-06
Wanrong office
Chen Currently in
Director M 51 2012-03-07 2015-03-06
Yudong office
Director,
Deputy
General
Currently in
Ou Jianbin Manager M 46 2012-03-07 2015-03-06
office
and
financing
Charger
Independe Currently in
Du Fangci M 68 2012-03-07 2015-03-06
nt Director office
Independe Currently in
Yu Xiaoli F 49 2012-03-07 2015-03-06
nt Director office
Independe Currently in
Xing Min M 58 2012-03-07 2015-03-06
nt Director office
Zhang Independe Currently in
M 48 2012-03-07 2015-03-06
Hongfa nt Director office
Chairman
of the
Shi Currently in
Supervisor M 50 2012-03-07 2015-03-06 1,782 1,782
Xingyuan office
y
Committee
Gao Currently in
Supervisor M 58 2012-03-07 2015-03-06 10,297 10,297
Guoyuan office
Currently in
Liu Jinjun Supervisor M 37 2012-03-07 2015-03-06
office
Miu Deputy
Currently in M 49 2012-03-07 2015-03-06
Yuming GM
45
无锡威孚高科技集团股份有限公司 2012 年度报告全文
office
Wang Deputy Currently in
M 57 2012-03-07 2015-03-06
Yawei GM office
Xu Deputy Currently in
M 41 2012-03-07 2015-03-06 2,000 2,000
Yunfeng GM office
Zhou Secretary Currently in
M 49 2012-03-07 2015-03-06 2,377 2,377
Weixing of Board office
Wang Former
Office leaving M 47 2012-03-07 2012-05-23 12,673
Weiliang Director
Former
Ma Huilan Independe Office leaving F 61 2008-06-12 2012-03-07
nt Director
Former
Chairman
Han of the
Office leaving M 61 2008-06-12 2012-03-07 11,405
Jiangming Supervisor
y
Committee
Yang Former
Office leaving M 60 2008-06-12 2012-03-07
Weiliang Supervisor
Former
Sun
Deputy Office leaving F 58 2008-06-12 2012-03-07
Qiangxian
GM
Total -- -- -- -- -- -- 69,692 0 0 45,614
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
Mr. Chen Xuejun, born in May 1967, a university background and a senior economists. He worked for the
Company in July of 1986. He has served as chairman of 4th and 5th Session of supervisory committee, deputy
chairman of 6th Session of the Board and General Manager of the Company. Now he serves as Director of Board
of Industry Gorup, substantial shareholder of the Company and also is the Chairman of 7th session of the Board
and secretary of Party Committee.
Mr. Wang Xiaodong, born in November 1966, a university graduate, MBA and senior engineer. He worked in the
Company in 1989 and has served successively as Division Chief of Products Development Department of the
Company, deputy GM of Bosch Automotive Diesel System Co., Ltd. and supervisor of 6th Session of Supervisory
Committee of the Company. Now he serves as deputy chariman of 7th session of the Board and GM of the
Company.
Mr. Rudolf Maier, born in October 1957, a German citizenship with a doctor degree. He has served successively
as chairman of commercial vehicle dept. diesel injection system, in German Bosch, chairman of German Bosch
Diesel System China, deputy chairman of Bosch Automobile Diesel and Director of 5th and 6th Session of the
Board. Now he serves as executive deputy chairman of techenology research of German Bosch Diesel System and
deputy Chairman of 7th session of the Board.
Mr. Ou Jianbin, born in June 1966, a senior collegel graduated and an accountant. He worked for the Company in
July 1987, and served as Director and deputy GM of Weifu Jinning, Deputy GM and GM of Weifu Leader. Now
he serves as Director of 7th session of the Board, standing deputy GM and CFO of the Company.
Mr. Ge Songping, born in November 1954, a senior college graduated and a senior accountant. He has served
successively as deputy GM of Industry Group, sbstantial shareholder of the Company and secretary of discipline
committee, Director of 5th and 6th Session of the Board. Now he serves as vice researcher of Industry Group,
sbstantial shareholder of the Company and Director of 7th session of the Board.
Ms. Hua Wanrong, born in September 1964, graduate from University and a senior accountant. She has served
46
无锡威孚高科技集团股份有限公司 2012 年度报告全文
successively as director of investment development dept. of Industry Group, substantial shareholder of the
Company; now she serves as director of fiancnial management dept. of Industry Group and Director of 7th session
of the Board of the Company.
Mr. Chen Yudong, born in September 1961, an America citizenship and a Doctor. He has served successively as
senior deputy president of petrol system dept. of German Bosch, who in charge of business in mainland China,
and also in charge of sales business of automobile products in China for German Bosch. Now he serves as
President of Bosch (China) Investment Ltd. and Director of 7th session of the Board of the Company.
Mr. Du Fangci, born in November 1944 and graduate from University, a senior engineer. He has served
successively as Division Chief of former Automobile Section of Machine Building Industry Ministry and Division
Chief of State Bureau of Machine Building Industry, independent director of 6th Session of the Board. Now he
serves as Consultant of China Association of Automobile Manufactures and Independent Director of 7th session of
the Board of the Company.
Ms. Yu Xiaoli, born in January 1963, doctor from Zhejiang University and a professor. She serves as teaching
assistant and professor/deputy professor in Zhejiang University since 1985; and served as independent director of
6th Session of the Board. Now she serves as Director of the institute of Zhejiang University Power Machinery and
Vehicular Engineering Institute, Chairman of Zhejiang Bozong Automobile Technology Co., Ltd., Indepenent Director
of Yinlun, Indepenent Director of Wanliyang and Independent Director of 7th session of the Board of the Company.
Mr. Xing Min, born in January 1954, graduate from University, MBA and a senior engineer. He has served
successively as vice chief of Bureau of Retired Veteran Cadres of Machinery Dept,, secretary of Party Committee
of Administration Division and deputy director, director of Labor Division, secretary of Party Committee of China
National Heavy Machinery Corporation (CHMC), GM and secretary of Party Committee of China National
Machine Tools Corporation (CNMTC). Now he serves as vice chairman and secretary-general of China Internal
Comnustion Engine Industry Association (CICEIA) and Independent Director of 7th session of the Board of the
Company.
Mr. Zhang Hongfa, born in September 1964, graduate from University, a senior accountant. He has worked in
Jiangsu Institute of Certified Public Accountants since 1998. Now he serves as deputy secretary and standing
director of Association, member of Expert Consultative Committee of Jiangsu Procuratorate, special auditor of
Jiangsu Audit Office, vice director of professional consultant committee and director of inspection committee of
Jiangsu Institute of CPA, Independent Director of Jiangsu Hongbao, Independent Director of Wiscom and
Independent Director of 7th session of the Board of the Company.
Mr. Shi Xingyua, born in May 1962, a postgraduate and senior engineer. He worked in the Company in July 1984. He
has served successively as director of GM office, GM assistant and deputy GM of the Company as well as director of
5th and 6th session of the Board, deputy secretary of party committee and chairman of labor union of the Company. Now
he serves as chariman of supervisory committee of 7th session of the Board, deputy secretary of party committee and
chairman of labor union of the Company.
Mr. Gao Guoyuan, born in March 1954, a senior college graduated, master degree and senior engineer. He worked
for the Company in 1970. and has served successively as GM assistant and Director of 4th, 5th, and 6th Session of
the Board and deputy GM of the Company. Now he serves as Supervisor of 7th session of Supervisory Committee.
Mr. Liu Jinjun, born in September 1975, graduate from University, a MSIE and engineer. He worked in the
Company in August 1995. He has served successively as Manager of H&R administrative and technology sales
manager of Weifu Auto Diesel. Now he serves as director of H&R and Supervisor of 7th session of Supervisory
Committee.
Mr. Miao Yuming, born in April 1963, a university background, MBA and senior engineer. He worked in the Company
in August 1983, and successively served as /director of sales dept. of the Company, assistant GM and deputy GM of the
Company. Now he serves as deputy GM of the Company and deputy GM of Boshc Automobile Diesel.
Mr. Wang Yawei, born in May 1955, postgraduate degree, chief senior engineer. He successively served as deputy
chief of production research institution of the Company, chief designer of technology center, chief engineer of the
Company and deputy GM as well as director of engineering technology institution. Now he serves as deputy GM and
47
无锡威孚高科技集团股份有限公司 2012 年度报告全文
director of Engineering and Technology Research Institute of the Company.
Mr. Xu Yunfeng, born in November 1971, graduate from University, a Master and engineer. He worked in the
Company in July 1994, and has successively served as vice director of product research institute of Technology
Center of the Company, Manager, assistant GM and GM of sales dept. of Weifu Automobile Diesel. Now he
serves as deputy GM of the Company.
Mr. Zhou Weixing, born in January 1963, graduate from University, a senior engineer. He worked in the Company
in 1985. He successively served as representative of security affairs, director of security office and secretary of the 5th
and 6th Session of the Board. Now he serves as secretary of the Board of 7th session of the Board.
Post-holding in shareholder’s unit
√Applicable □Not applicable
End date Weather receiving
Name of shareholder’s Start dated of
Name Position of office remuneration from
units office term
term shareholder’s units
ROBERT BOSCH Executive vice president of technology
Rudolf Maier 2011-01-01 Yes
GMBH research of Diesel System
Wuxi Industry
Ge Songping Development Group Co., Vice researchor 2011-12-01 Yes
Ltd
Wuxi Industry
Hua Wanrong Development Group Co., Director of financial management dept. 2011-12-01 Yes
Ltd
Bosch (China)
Chen Yudong President 2011-01-01 Yes
Investment Ltd.
Bosch Automobile Diesel
Miu Yuming Deputy GM 2012-03-01 Yes
System Co., Ltd
Post-holding in other unit
√Applicable □Not applicable
Start dated of End date of Weather receiving
Name Name of other units Position
office term office term remuneration from
other units
Du Fangci CAAM Consultant 2012-04-01 Yes
Zhejiang University Power
Yu Xiaoli Machinery and Vehicular Director 2000-01-01 Yes
Engineering Institute
Yu Xiaoli Zhejiang Yinlun Machinery Co., Ltd. Independent director 2011-07-21 2014-07-21 Yes
Zhejiang Wanliyang Transmission
Yu Xiaoli Independent director 2011-09-01 2014-08-31 Yes
Co., Ltd.
Zhejiang Bozong Automobile
Yu Xiaoli Chairman 2008-04-01 Yes
Technology Co., Ltd.
Vice chairman and
Xing Min CICEIA 2008-08-01 Yes
secretary
Jiangsu Institute of Certified Public Vice secretary and
Zhang Hongfa 1998-06-01 Yes
Accountants standing director
Zhang Hongfa Jiangsu Hongbao Hardware Co., Ltd. Independent director 2010-12-10 2013-12-09 Yes
Zhang Hongfa Wiscom System Co., Ltd. Independent director 2010-04-26 2013-04-25 Yes
48
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Explanation on
post-holding in The aforesaid are the independent directors of the Company
other unit
III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, determination bases and actual payment of remunerations of directors, supervisors
and senior management
Decision-making procedure: the remuneration and examination committee recommend the remuneration proposal
in respect of directors, supervisors and senior management according to the Remuneration and Remuneration
Incentive Examination Plan approved at general meeting based on the completion of annual major targets, and
shall be submitted to the board for approval and implementation.
Determination bases: Remuneration and Remuneration Incentive Examination Plan approved at general meeting.
Actual payment: the annual remuneration comprises of basic annual salary and performance-related remuneration.
basic annual salary is determined according to specific positions and performance-related remuneration is directly
related to economic benefits of the Company which is granted according to completion of each annual benefit
target.
Remuneration of directors, supervisors and senior management of the Company during the reporting period
Remuneration for directors, supervisors and senior executives in reporting period
Total Total Remuneration
remuneration remuneration actually
Name Title Sex Age Post-holding status obtained from obtained from obtained at
the Company shareholder’s period-end
(yuan) unit (yuan) (yuan)
Chen Xuejun Chairman M 45 Currently in office 580,000.00 580,000.00
Wang
Vice Chairman, GM M 46 Currently in office 580,000.00 580,000.00
Xiaodong
Rudolf Maier Vice Chairman M 55 Currently in office
Ge Songping Director M 58 Currently in office
Hua Wanrong Director F 48 Currently in office
Chen Yudong Director M 51 Currently in office
Director, standing
Ou Jianbin vice GM and person M 46 Currently in office 480,000.00 480,000.00
in charge of finance
Independent
Du Fangci M 68 Currently in office 70,000.00 70,000.00
director
Independent
Yu Xiaoli F 49 Currently in office 70,000.00 70,000.00
director
Independent
Xing Min M 58 Currently in office 70,000.00 70,000.00
director
Independent
Zhang Hongfa M 48 Currently in office 70,000.00 70,000.00
director
Chariman of
Shi Xingyuan supervisory M 50 Currently in office 480,000.00 480,000.00
committee
Gao Guoyuan Supervisor M 58 Currently in office 480,000.00 480,000.00
Liu Jinjun Supervisor M 37 Currently in office 300,000.00 300,000.00
Miu Yuming Deputy GM M 49 Currently in office 480,000.00 480,000.00
Wang Yawei Deputy GM M 57 Currently in office 480,000.00 480,000.00
49
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Xu Yunfeng Deputy GM M 41 Currently in office 480,000.00 480,000.00
Secretary of the
Zhou Weixing M 49 Currently in office 280,000.00 280,000.00
Board
Wang Weiliang Former director M 47 Leave office 140,000.00 140,000.00
Former independent
Ma Huilan F 61 Leave office
director
Former chariman of
Han Jiangmin supervisory M 61 Leave office 235,000.00 235,000.00
committee
Yang Weiliang Former supervisor M 60 Leave office 140,000.00 140,000.00
Sun Qingxian Former deputy GM F 58 Leave office 140,000.00 140,000.00
Total -- -- -- -- 5,555,000.00 0.00 5,555,000.00
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
IV. Post-leaving and dismissals for directors, supervisors and senior executives
Name Title Type Date Reasons
Office leaving, and serves no senior executive of the Company any
Wang Weiliang Director Demission 2012-05-23
more
Independen Demission Office leaving while general election, serves no senior executive of the
Ma Huilan 2012-03-07
t director Company any more
Demission Office leaving while general election, serves no senior executive of the
Han Jiangming Supervisor 2012-03-07
Company any more
Office leaving while general election, serves no senior executive of the
Yang Weiliang Supervisor Demission 2012-03-07
Company any more
Demission Office leaving while general election, serves no senior executive of the
Sun Qingxian Deputy GM 2012-03-07
Company any more
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
In reporting period, personnels, core technology team or key technicians (not including directors, supervisors and
senior executives) who affectes a lot in core competition of the Company has no changes and shows no infuence
on operation of the Company.
VI. Particulars of workforce
1. Ended as 31 December 2012, the Company owes 5,179 person on-post while 365 person leaved, the Company
has no retired employees to bear the cost
Composition:
50
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Staff composition Education composition
2. Remuneration policy and training program of employees
(1)remuneration policy:the Company established sound Performance Management System, Remuneration
Management System and Work Attendance Management System to strengthen personnel incentives and
examinations. It improved the labor force balance test with “enhancement of efficiency” as the core, established
performance-related appraisal system based on different levels of performance, and promoted implementation of
performance and remuneration systems across the Company.
(2)Staff training: to satisfy needs for production and operation, the Company organized different types of internal
employee training, which met the requirements of positions and employees themselves. The trainings were for all
employees.
3. As at 31 December 2012, the labor force dispatched by the Company was 1893, with expenses of RMB80.96
million.
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section VIII. Corporate governance
I. Brief introduction of corporate governance
During the reporting period, the Company earnestly implemented the Basic Internal Control Standards for
Enterprise and its guidances in strict accordance to the requirements of the Company Law, Securities Law, Listing
Rules of Shenzhen Stock Exchange as well as Guidances on Standard Operation of Listed Company on Main
Board, continued to improve and enhance legal person governance structure and internal control system, thus to
standardize its operation. There was no difference between the actual governance and requirements provided in
relevant documents of the CSRC.
1. General Meeting: the Company convenes general meeting in astrict accordance to the Company Law, Rules of
General Meeting of Listed Company, Listing Rules of Shenzhen Stock Exchange, the Articles of Association as
well as Working Procedures of General Meeting. Voting is made by spot meeting and network votes. Lawyers are
invited to attend the meetings and meeting minutes are well recorded. All the shareholders, especially minority
shareholders, are equally treated and fully exercise their rights.
2. Relationship between the controlling shareholders and the Company: the Company is independent from its
controlling shareholders in respect of personnel, assets and finance, with independent organs and businesses. The
board, supervisory committee and operation management organ of the Company operate independently.
Controlling shareholders don’t intervene in the Company’s decisions and operating activities, whether directly or
indirectly, without content from general meeting, and don’t occupy the Company’s capital for any non-operation
purpose.
3. The Board: the directors can earnestly perform their duties according to the Listing Rules of Shenzhen Stock
Exchange, the Articles of Association and the Working Procedures of the Board. They are familiar with related
laws and rules, as well as the rights, obligations and duties for being a director. At present, the Board of the
Company comprises of 11 directors, among which, 4 are independent directors which accounts for over one third
of the board members. Number and constitution of the board accord with relevant laws and rules.
4. Performance of duties by independent directors: the independent directors can earnestly perform their duties,
namely loyalty and diligence, according to the Articles of Association, the Working System of Independent
Directors and Annual Work System of Independent Directors. They take active participation in meetings of the
board and general meeting. Prior to the participation, they actively acquire the informations needed for making
decisions, aiming to protect the interests of the Company and shareholders, especially the minority shareholders.
Independent directors have no objection in relation to the relevant issues of the Company.
5. The supervisory committee: the supervisors can perform their duties of supervision according to the Company
Law, the Articles of Association and Working Procedures of the Supervisory Committee. At present, the
supervisory committee of the Company comprises of 3 supervisors, among which, 2 are employee representative
supervisors which accounts for over one third of the committee members. Number and constitution of the
committee accord with relevant laws and rules. For consideration of the entire shareholders, the supervisory
committee earnestly perform their duties with legal working procedures and high efficient operation. They
supervise the lawfulness of directors and senior management on their duty performance, pay constant attention to
information disclosure, issue opinions on legal operation, finance, application of raised proceeds, fairness of
related transaction, objectivity and truthfulness of the audit report issued by accounting firm, and issue audit
opinion on periodic reports of the Company.
6. Information Disclosure and investor relation management: the Company can disclose relevant information on
truthful, accurate, complete, prompt and fair basis in strict accordance to the Listing Rules of Shenzhen Stock
Exchange, Guidance on Standardized Operation of Listed Company on Main Board of Shenzhen Stock Exchange,
the Articles of Association, Information Disclosure Management System, Insider Information and Insider
Management System, Accounting System in Respect of Material Mistake in Annual Report Information
Disclosure as well as Investor Relation Management System. Investor relation is well managed, with focus on
good communication between the Company and investors.
7. Related transaction:independent directors issue independent opinions on occurred related transactions; the
supervisory committee makes inspection and supervision on occurred related transaction. The related transaction
of the Company is fair and reasonable, with legal decision-making procedures and objective pricing bases and fair
transaction price, without harm to the interests of the Company and its shareholders, especially the minority
shareholders. All material transactions are entered into with contracts.
8. Internal control: the Company further implements the Basic Internal Control Standards for Enterprise and its
guidance, and establishs internal control system in the headquarter and certain important subsidiaries. Aiming to
52
无锡威孚高科技集团股份有限公司 2012 年度报告全文
improve the management, the Copmany optimized its working procedures, improved internal control system, and
identified and controled operation risks. During the reporting period, the Company prepared the Working Plan for
Implementing Internal Control Standards in 2012. for details, please refer to the announcement disclosed at
website http://www.cninfo.com.cn on 31 March 2012.
Is there any difference between corporate governance and the requirements of the Company Law and relevant
regulations of the CSRC
□ Yes √ No
There is no difference between corporate governance and the requirements of the Company Law and relevant
regulations of the CSRC
Progress of the special activity for corporate governance, establishement and implementation of insider
information registration management system
The Company approved its Insider Information and Insider Management System on 14 February 2012, the details
of which was disclosed at the website http://www.cninfo.com.cn.
II. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Session of Date of Index of
Date Name of meeting motion Situation
meeting disclosure disclosure
1. Report from the Board for year of 2011;
2. Report from Supervisory Committee for year of 2011;
3. Annual Report of 2011 and Summary; ”Resolution
4. Financial Result Rerpot for year of 2011; Notice of Annual
Annual
All have Shareholders
Shareholders 5. Profit Distribution Plan of 2011;
2012- been General Meeting
General 6. Prediction of Total daily Related transaction for year of 2012; 2012-05-24
05-23 deliberated of 2011”(No.:
Meeting of 7. Re-engagement of auditing firm for year of 2012 and its and passed 2012-032)
2011 remuneration; published on
8. Engagement of audit firms for internal control of 2012; Juchao Website
9. Allowance of independent directors;
10. Changes of Directors of the Company
2. Extraordinary shareholders’ general meeting in the report period
Session of Date of Index of
Date Name of meeting motion Situation
meeting disclosure disclosure
1. Amemdment of Article of Association;
2. Counter Guarantee for Stock Jointly company;
3. General Election of the Board for non independent director ;
3.1 Election of non independent director of 7th session of the
Board—Mr. Wang Weiliang; ”Resolution
Notice of First
First 3.2 Election of non independent director of 7th session of the
All have Extraordinary
Extraordinary Board—Mr. Chen Xuejun;
been Shareholders
Shareholders 2012- 3.3 Election of non independent director of 7th session of the deliberate 2012-03-0 General Meeting
General 03-07 Board—Mr. Wang Xiaodong; 8
d and of 2012”(No.:
Meeting of 3.4 Election of non independent director of 7th session of the passed 2012-014)
2012 Board—Mr. Ge Songping; published on
3.5 Election of non independent director of 7th session of the Juchao Website
Board—Ms. Hua Wanrong;
3.6 Election of non independent director of 7th session of the
Board—Mr. Rudolf Maier;
3.7 Election of non independent director of 7th session of the
53
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Board—Mr. Chen Yudong;
4. General Election of the Board for independent directo;
4.1 Election of independent director of 7th session of the Board—Mr.
Du Fangci;
4.2 Election of independent director of 7th session of the Board—Ms.
Yu Xiaoli;
4.3 Election of independent director of 7th session of the Board—Mr.
Xing Min;
4.4 Election of independent director of 7th session of the Board—Mr.
Zhang Hongfa;
5. General Election of the Supervisory Committee;
5.1 Election of non representative of employee supervisor—Mr. Gao
Guoyuan
Resolution
Notice of
Second Second
All have
Extraordinary Extraordinary
been
Shareholders 2012- 2012-08-2 Shareholders
1. Amendment of “Article of Association” deliberate
General 08-27 8 General Meeting
d and
Meeting of of 2012”(No.:
passed
2012 2012-040)
published on
Juchao Website
III. Responsibility performance of independent directors in report period
1. The attending of independent directors to Board meetings and shareholders’ general meeting
The attending of independent directors
Name of Times of Board meeting Times of Times of Whether absent the Meeting
Times of Times of
independent supposed to attend in attending by entrusted for the second time in a row
Presence Absence
director the report period communication presence or not
Du Fangci 11 5 6 No
Yu Xiaoli 11 5 6 No
Xing Min 9 4 5 No
Zhang Hongfa 9 4 5 No
Ma Huilan 2 1 1 No
Times attending shareholders’ general
3
meeting from independent directors
Explanation of absent the Board Meeting for the second time in a row
Ma Huilan is the independent director of the 6th session of the Board, she leaved the post while general election for 7th session of the
Board dated 7 March 2012
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about company’s relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Whether the opinions from independent directors have been adopted or not
√Yes □ No
Independent directors’ explanation on adoption or not adoption of relevant recommendations of the Company
The independent directors earnestly performed their duties endowed by relevant laws, regulations, the Articles of
Association and independent director system pursuant to the Company Law, Opinions on Establishing
Independent Director System in Listed Company, the Articles of Association and relevant laws and regulations.
They take active participation in meetings of the board and general meeting. Prior to the participation, they
actively acquire the informations needed for making decisions. They considered each proposal in meetings and
actively joined discussion and offered their recommendations. They issued independent opinions on significant
issues. Diligent, loyal and responsible were their attitude when performing their duties, so as to fully exercise their
influences as independent directors. They protected the interests of the Company and shareholders. Independent
directors have no objection in relation to the relevant issues of the Company.
IV. Performance of subordinate committees of the Board in reporting period
Performance of vary committee of the Board in reproting period as:
1. Three meetings of Audit committee of the Board, deliberated the follwed: “Fianncial Result Report of 2011”,
“Annual Report of 2011 and its Summary”, “Conclusion Report of auditing for year of 2011”, “Engagement of
audit institute for financial report of 2012”, “Engagement of audit institute for internal control of the Compay of
2012” and “Semi-Annual Report of 2012 and its Summary”;
2. One meeting of remuneration and apprisal committee of the Board, deliberate “Remuneration evaluation and
payment for senior executive of 2011”;
3. Two meetings of nomination committee of the Board, deliberated the “Approval opinion of engagement of
senior executives” and “Changes of Directors of the Board”;
4. One meeting of strategy committee of the Board, deliberate “Opertaion target for year of 2012”
V. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
VI. Independence of the Company in aspect of business, personnel, assets, institute and
finance relative to its controlling shareholder
During the reporting period, the Company continued to keep independent in business, personnel, asset, organ and
finance, with complete set of business system and ability to conduct independent operation. 1. Business: the
Company had independent production system, purchase and sale system and land use right. Industry property,
trademark, non-patent technology and other intangible assets related to its production operation business were all
owned by the Company. It was totally independent from controlling shareholders in business, with independent
and complete business and ability to conduct business independently. 2. Personnel: the Company was independent
in management of labor force, administration and salary. The general manager, deputy general manager, financial
principal, marketing principal, secretary to the board and other senior management only took positions in the
Company and received remuneration from the Company, and took no position in substantial shareholders.
Directors and senior management of the Company were determined through legal procedures, no controlling
shareholder intervened in engagement and dismissal of personnel which should be determined by the board and
general meeting. 3. Asset: there was clear property relation between the Company and substantial shareholders. It
had independent and complete production, supply and sales system. Industry property, trademark, non-patent
technology and other intangible assets were all owned by the Company. 4. Organ: the Company had sound organ
system and independent internal organs which were totally separated with controlling shareholders. There was no
subordinate relation and normal operation can be promised. The Company set general meeting, the board and the
supervisory committee and other decision-making and supervision organs. The production operation and
administrative management (including labor force, finance, technology, etc) were totally independent from
controlling shareholders. The office organ and production operation place were separated from controlling
55
无锡威孚高科技集团股份有限公司 2012 年度报告全文
shareholders, without joint operation. 5. Finance: the Company set independent finance department, and
established independent accounting calculation system and finance management system. It had independent bank
account and paid tax independently.
VII. Horizontal Competition
No horizontal competitions exist in the Company, controlling shareholders and actual controllers
VIII. Appraisal and incentive mechanism for senior executives
Engagement, examination and incentives of senior management are made according to relevant provisions in the
Company Law and the Articles of Association. According to the Remuneration and Remuneration Incentive
Examination Plan, the Company determined the annual remuneration of senior management which comprised of
basic annual salary and performance-related remuneration. basic annual salary was determined according to
specific positions and performance-related remuneration was directly related to economic benefits of the
Company which was granted according to completion of each annual benefit target. Till now, the Company has
not implemented equity incentive measures.
56
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section IX. Internal control
I. Construction of internal control
The internal control leader team chaired by chairman of the board is the leader organ responsible for internal
control evaluation, and the internal control implementation team charied by standing deputy general manager is
responsible for preparation, organization and implementation of internal control evaluation working plan, and
summarizes the evaluation results and prepares self-evaluation report. The board authorises the audit department
or other department with the same function to take charge of the specific implementation of internal control
evaluation. The Company forms internal control evaluation working team to make evaluation on the high risk
fields and units within the evaluation scope. the internal control evaluation is conducted based on principle of
comprehensiveness, importance, objectiveness and risk-orient. The detailed works are conducted based on
principles of reinforced leadship, careful organization, strict evaluation and improved reforms. The Company
engaged an external professional consultant Union Strength to provide assistance in internal control evaluation
works, and Jiangsu Gongzheng Tianye Certified Public Accountants to review on design and operational
effectiveness of the internal control system of the Company.
II. Statement of the Board on responsibility of internal control
The board and its entire members guarantee that there is no false recording, misleading statement or material
omission in contents of this report, and take joint and severe responsibility for the truthfulness, accuracy and
completeness of the contents. To establish sound internal control system and effectively implement the same is the
responsibility of the board; the supervisory committee supervises the establishement and implementation of such
internal control system; managers are responsible for normal operation of internal control system. The target of
internal control is to promise legal operation, asset safety, truthful, accurate and complete financial reports and
related information, enhancement of operation efficiency and effects, as well as realization of development
strategy. Due to the limited nature of internal control, the Company thus only provided reasonable promises for
the aforesaid targets.
III. Bases for construction of financial report internal control
Bases for construction of financial report internal control are the Basic Internal Control Standards for Enterprise
and Internal Control Mating Guidance jointly issued by the ministry of finance and other four ministries.
IV. Self-evaluation report of internal control
Details of major defects in self-evaluation report that found in reporting period
No major defect has been found in the report period.
Date of self-evaluation report of
2013-03-28
internal control disclosed (full-text)
Index of self-evaluation report of ”Self-evaluation report of internal control”, more details found in Juchao website
internal control disclosed(full-text) (www.cninfo.com.cn) approinted by Shenzhen Stock Exchange
V. Audit report of internal control
√ Applicable □ Not applicable
Auditing comments section for audit report of internal control
Audit institute considers that: according to relevant regulations and “Basic Rules of Internal Control for Enterprises”, Weifu
High-Technology Co., Ltd., in all major aspects, keeps an efficiency of internal control of financial report dated 31 December 2012
Disclosure date of audit report of
2013-03-28
internal control (full-text)
Index of audit report of internal ”Audit report of internal control for year of 2012”, more details found in Juchao website
control (full-text) (www.cninfo.com.cn) approinted by Shenzhen Stock Exchange
57
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Whether modified audit opinions carried out for the audit report of internal control from CPA or not
□ Yes √ No
Whether audit report of internal control, issued by CPA, is in agreement with self-evaluation report, issued by the Board
√ Yes □ No
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
The “accountability mechanism for major errors in annual report disclosure” was deliberated and approved on 20 April 2010,
relevant notice found in Juchao website (www.cninfo.com.cn). In reporting period, no major correction for accounting errors,
supplementation for major missing information and correction of performance forecast been found.
58
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section X. Financial Report
I. Audit report
Type of audit opinion Standard unqualified opinion
Signing date of audit report 2013-03-26
Name of audit institute Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd.
Document serial of audit report SuGong W[2013]No.: A272
Auditor’s Report
To all shareholders of Weifu High-Technology Group Co., Ltd.:
We have audited the Companying consolidated and parent Company’s financial statements of Weifu
High-Technology Group Co., Ltd (“Weifu High-Tech”), including balance sheet of 31 December 2012, and profit
statement, and cash flow statement, and statement on changes of shareholders’ equity for the year ended, and
notes to the financial statements for the year ended.
I. Management’s responsibility for the financial statements
Management of the Company is responsible for prepare and present financial statement of the Company, which
including: (1) Prepare financial statements with fair presentation in line with Accounting Standards for Business
Enterprises; (2) Designing, executed and maintaining necessary internal control in order to prevent fundamental
miscarrying in financial statement from fraudulent or errors.
II. Auditor's responsibility
Our responsibility is to express an audit opinion on these financial statements based on our audit. We performed
our audit in accordance with Chinese Certified Public Accountants' Auditing Standards. Those standards require
us to comply with professional ethics, and to plan and perform our audit so as to obtain reasonable assurance
about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures of the
financial statements. The selective audit procedures depend on auditor's judgment, including the evaluation of the
risk of material misstatement of the consolidated financial statements due to frauds or errors. When evaluating
risk, we consider internal control related to financial statements, in order to design auditing procedures, but not for
the purpose of expressing an opinion on the internal control's effectiveness. An audit also includes assessing the
appropriateness of the accounting policies adopted and the reasonableness of the accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements.
We believe that we have obtained sufficient and appropriate audit evidences to provide a basis for our audit
opinion.
III. Auditing opinion
In our opinion, in all material aspects, Weifu Hi-Tech’s financial statements have been prepared in accordance
with the Enterprises Accounting Standards and Enterprises Accounting System, and they fairly present the
financial status of the consolidated and parent company’s as of December 31, 2012, and its operation results and
cash flows for the year ended.
Jiangsu Gongzheng Tianye CPA Co., Ltd. Chinese CPA Bo Lingjing
Wuxi China Chinese CPA Liu Darong
26 March 2013
59
无锡威孚高科技集团股份有限公司 2012 年度报告全文
(II) Fiancnial statement
Unit in note of financial statement refers to CNY: RMB (Yuan)
1. Consolidated balance sheet
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary fund 2,600,714,219.36 855,053,599.38
Settlement provisions
Capital lent
Transaction finance asset
Notes receivable 898,720,248.22 1,227,018,757.27
Account receivable 1,036,392,701.40 1,167,123,155.04
Accounts paid in advance 143,500,001.15 183,407,859.04
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable 37,619,858.83
Dividend receivable 107,616,777.91
Other receivables 10,147,631.52 11,983,410.88
Purchase restituted finance asset
Inventories 759,505,087.10 883,582,090.78
Non-current asset due within one year
Other current assets 500,118,243.81 10,235,025.21
Total current assets 6,094,334,769.30 4,338,403,897.60
Non-current assets:
Granted entrust loans and advances
Financial assets available for sale 265,689,600.00
Hold-to-maturity investment 649,000,000.00
Long-term account receivable
Long-term equity investment 2,192,275,239.86 1,786,481,972.85
Investment real estate 3,881,346.30 4,352,211.86
Fixed assets 1,404,806,234.18 1,357,509,509.59
Construction in process 65,649,548.48 98,288,407.69
Engineering material
Disposal of fixed asset
Productive biological assets
Oil and gas asset
Intangible assets 280,305,865.12 249,921,186.58
60
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Expense on Research and Development
Goodwill 1,784,086.79 1,784,086.79
Long-term expenses to be apportioned 12,227,687.75 9,144,280.20
Deferred income tax asset 86,019,554.56 83,331,883.03
Other non-current asset
Total non-current asset 4,961,639,163.04 3,590,813,538.59
Total assets 11,055,973,932.34 7,929,217,436.19
Current liabilities:
Short-term loans 70,000,000.00 495,000,000.00
Loan from central bank
Absorbing deposit and interbank deposit
Capital borrowed
Transaction financial liabilities
Notes payable 278,184,200.63 164,301,719.94
Accounts payable 1,133,511,331.25 1,297,893,239.74
Accounts received in advance 52,622,311.97 55,289,941.25
Selling financial asset of repurchase
Commission charge and commission payable
Wage payable 276,292,169.70 278,771,987.97
Taxes payable 27,471,710.92 77,737,123.74
Interest payable 220,500.00 930,000.00
Dividend payable 3,444,762.15
Other accounts payable 71,364,242.12 83,991,571.43
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due within 1 year 3,000,000.00
Other current liabilities 22,102,265.27 34,608,609.47
Total current liabilities 1,931,768,731.86 2,494,968,955.69
Non-current liabilities:
Long-term loans
Bonds payable
Long-term account payable 16,790,909.00 18,840,000.00
Special accounts payable
Projected liabilities
Deferred income tax liabilities 12,551,182.40 2,689,975.40
Other non-current liabilities 133,879,108.31 72,330,000.00
Total non-current liabilities 163,221,199.71 93,859,975.40
Total liabilities 2,094,989,931.57 2,588,828,931.09
Owners’ equity(or Shareholders’ equity):
Paid-in capital( or share capital) 680,133,995.00 567,275,995.00
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Capital public reserve 3,689,694,029.52 895,918,416.59
Less: Inventory shares
Reasonable reserve
Surplus public reserve 340,066,997.50 283,637,997.50
Provision of general risk
Retained profit 3,946,085,733.22 3,317,227,992.26
Balance difference of foreign currency translation
Total owner’s equity attributable to parent Company 8,655,980,755.24 5,064,060,401.35
Minority interests 305,003,245.53 276,328,103.75
Total owner’s equity( or shareholders equity) 8,960,984,000.77 5,340,388,505.10
Total liabilities and owner’s equity( or shareholders equity) 11,055,973,932.34 7,929,217,436.19
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
2. Balance sheet of parent company
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary fund 1,566,564,504.46 189,135,416.49
Transaction finance asset
Notes receivable 316,494,407.33 440,248,528.54
Account receivable 654,141,638.40 822,357,590.99
Accounts paid in advance 58,571,931.67 58,227,907.25
Interest receivable 31,963,747.72
Dividend receivable 102,868,978.88
Other receivables 23,509,170.62 167,045,153.49
Inventory 204,214,205.28 296,385,165.44
Non-current asset due within one year
Other current assets 490,000,000.00
Total current assets 3,448,328,584.36 1,973,399,762.20
Non-current assets:
Financial assets available for sale 265,689,600.00
Hold-to-maturity investment 649,000,000.00
Long-term account receivable
Long-term equity investment 3,174,930,767.12 2,576,168,955.22
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Investment real estate
Fixed assets 663,822,135.66 689,680,279.76
Construction in process 36,037,172.50 56,239,272.06
Engineering material
Disposal of fixed asset
Productive biological assets
Oil and gas asset
Intangible assets 183,908,044.23 187,843,427.92
Expense on Research and Development
Goodwill
Long-term expenses to be apportioned
Deferred income tax asset 49,794,919.70 47,881,534.77
Other non-current asset
Total non-current asset 5,023,182,639.21 3,557,813,469.73
Total assets 8,471,511,223.57 5,531,213,231.93
Current liabilities:
Short-term loans 465,000,000.00
Transaction financial liabilities
Notes payable 96,780,000.00 85,000,000.00
Accounts payable 524,096,818.13 632,112,594.66
Accounts received in advance 7,612,539.20 8,150,899.35
Wage payable 180,177,025.37 175,803,158.72
Taxes payable 21,422,094.21 25,748,688.27
Interest payable 780,000.00
Dividend payable
Other accounts payable 62,293,809.89 69,856,690.02
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities 892,382,286.80 1,462,452,031.02
Non-current liabilities:
Long-term loans
Bonds payable
Long-term account payable
Special accounts payable
Projected liabilities
Deferred income tax liabilities 9,972,240.00
Other non-current liabilities 115,759,108.31 56,830,000.00
Total non-current liabilities 125,731,348.31 56,830,000.00
Total liabilities 1,018,113,635.11 1,519,282,031.02
Owners’ equity(or Shareholders’ equity):
Paid-in capital( or share capital) 680,133,995.00 567,275,995.00
Capital public reserve 3,717,757,419.50 923,981,806.57
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Less: Inventory shares
Reasonable reserve
Surplus public reserve 340,066,997.50 283,637,997.50
Provision of general risk
Retained profit 2,715,439,176.46 2,237,035,401.84
Balance difference of foreign currency translation
Total owner’s equity( or shareholders equity) 7,453,397,588.46 4,011,931,200.91
Total liabilities and owner’s equity( or shareholders equity) 8,471,511,223.57 5,531,213,231.93
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
3. Consolidated profit statement
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Amount in this period Amount in last period
I. Total operating income 5,015,283,418.71 5,898,113,089.49
Including: Operating income 5,015,283,418.71 5,898,113,089.49
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 4,386,118,820.24 5,035,288,701.55
Including: Operating cost 3,773,477,621.24 4,314,627,953.07
Interest expense
Commission charge and commission expense
Cash surrender value
Net amount of expense of compensation
Net amount of withdrawal of insurance contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Operating tax and extras 31,832,916.09 33,003,660.27
Sales expenses 190,643,487.97 226,887,211.67
Administration expenses 444,544,043.03 427,945,464.77
Financial expenses -75,494,945.74 26,348,164.48
Losses of devaluation of asset 21,115,697.65 6,476,247.29
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 396,219,312.90 497,941,948.54
Including: Investment income on affiliated Company and joint
368,812,771.97 497,916,948.54
venture
Exchange income (Loss is listed with “-”)
III. Operating profit (Loss is listed with “-”) 1,025,383,911.37 1,360,766,336.48
Add: Non-operating income 20,505,678.63 43,504,340.10
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Less: Non-operating expense 7,872,719.89 7,464,890.23
Including: Disposal loss of non-current asset 1,364,127.23 527,580.86
IV. Total Profit (Loss is listed with “-”) 1,038,016,870.11 1,396,805,786.35
Less: Income tax 103,779,577.90 141,294,928.46
V. Net profit (Net loss is listed with “-”) 934,237,292.21 1,255,510,857.89
Including: net profit realized for merged party before
combination
Net profit attributable to owner’s equity of parent Company 889,326,939.46 1,204,617,075.56
Minority shareholders’ gains and losses 44,910,352.75 50,893,782.33
VI. Earnings per share -- --
i. Basic earnings per share 1.34 2.12
ii. Diluted earnings per share 1.34 2.12
VII. Other consolidated income 56,509,360.00
VIII. Total consolidated income 990,746,652.21 1,255,510,857.89
Total consolidated income attributable to owners of parent
945,836,299.46 1,204,617,075.56
Company
Total consolidated income attributable to minority shareholders 44,910,352.75 50,893,782.33
For combination under same control in this period, net profit realized for merged party before combination was : RMB
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
4. Profit statement of parent company
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Amount in this period Amount in last period
I. Opration income 2,132,088,989.17 2,788,219,421.85
Less: Opration cost 1,782,615,888.55 2,212,560,781.97
Operating tax and extras 11,198,659.30 8,863,173.41
Sales expenses 100,733,250.93 123,385,639.56
Administration expenses 175,914,711.14 164,282,347.00
Financial expenses -74,305,747.48 13,352,081.65
Losses of devaluation of asset 6,802,374.73 1,953,321.23
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 630,849,457.36 753,513,412.15
Including: Investment income on affiliated Company and joint venture 324,586,557.36 442,582,074.71
II. Operating profit (Loss is listed with “-”) 759,979,309.36 1,017,335,489.18
Add: Non-operating income 9,925,274.63 33,522,956.65
Less: Non-operating expense 3,291,317.72 3,021,812.21
Including: Disposal loss of non-current asset 618,130.74 953.44
III. Total Profit (Loss is listed with “-”) 766,613,266.27 1,047,836,633.62
Less: Income tax 27,740,293.15 47,799,378.36
65
无锡威孚高科技集团股份有限公司 2012 年度报告全文
IV. Net profit (Net loss is listed with “-”) 738,872,973.12 1,000,037,255.26
V. Earnings per share -- --
i. Basic earnings per share 1.12 1.76
ii. Diluted earnings per share 1.12 1.76
VI. Other consolidated income 56,509,360.00
VII. Total consolidated income 795,382,333.12 1,000,037,255.26
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
5. Consolidated cash flow statement
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Amount in this period Amount in last period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 6,257,141,260.17 6,179,261,861.00
Net increase of customer deposit and interbank deposit
Net increase of loan from central bank
Net increase of capital borrowed from other financial institution
Cash received from original insurance contract fee
Net cash received from reinsurance business
Insured savings and net increase of investment
Net increase of disposal of transaction financial asset
Cash received from interest, commission charge and commission
Net increase of capital borrowed
Net increase of returned business capital
Write-back of tax received 44,379,611.51 42,845,986.04
Other cash received concerning operating activities 141,039,458.18 114,351,139.35
Subtotal of cash inflow arising from operating activities 6,442,560,329.86 6,336,458,986.39
Cash paid for purchasing commodities and receiving labor service 3,903,794,051.95 4,537,241,612.23
Net increase of customer loans and advances
Net increase of deposits in central bank and interbank
Cash paid for original insurance contract compensation
Cash paid for interest, commission charge and commission
Cash paid for bonus of guarantee slip
Cash paid to/for staff and workers 542,762,958.26 490,323,372.96
Taxes paid 451,789,302.20 540,546,746.70
Other cash paid concerning operating activities 378,454,798.99 442,078,069.43
Subtotal of cash outflow arising from operating activities 5,276,801,111.40 6,010,189,801.32
Net cash flows arising from operating activities 1,165,759,218.46 326,269,185.07
II. Cash flows arising from investing activities:
Cash received from recovering investment 9,291,900.00
66
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Cash received from investment income 235,527,376.75 597,910,850.97
Net cash received from disposal of fixed, intangible and other long-term
14,315,716.80 12,609,512.82
assets
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities
Subtotal of cash inflow from investing activities 259,134,993.55 610,520,363.79
Cash paid for purchasing fixed, intangible and other long-term assets 256,150,809.13 552,572,233.28
Cash paid for investment 1,660,673,000.00 21,211,563.49
Net increase of mortgaged loans
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities
Subtotal of cash outflow from investing activities 1,916,823,809.13 573,783,796.77
Net cash flows arising from investing activities -1,657,688,815.58 36,736,567.02
III. Cash flows arising from financing activities:
Cash received from absorbing investment 2,862,720,552.93 9,954,090.00
Including: Cash received from absorbing minority shareholders’ investment
12,596,300.00 9,954,090.00
by subsidiaries
Cash received from loans 646,000,000.00 1,101,480,514.61
Cash received from issuing bonds
Other cash received concerning financing activities 8,404,657.07
Subtotal of cash inflow from financing activities 3,517,125,210.00 1,111,434,604.61
Cash paid for settling debts 1,074,000,000.00 876,480,514.61
Cash paid for dividend and profit distributing or interest paying 255,426,930.95 317,400,862.44
Including: Dividend and profit of minority shareholder paid by subsidiaries 32,276,273.12 42,771,255.10
Other cash paid concerning financing activities 8,743,748.07
Subtotal of cash outflow from financing activities 1,338,170,679.02 1,193,881,377.05
Net cash flows arising from financing activities 2,178,954,530.98 -82,446,772.44
IV. Influence on cash due to fluctuation in exchange rate
V. Net increase of cash and cash equivalents 1,687,024,933.86 280,558,979.65
Add: Balance of cash and cash equivalents at the period -begin 745,778,764.22 465,219,784.57
VI. Balance of cash and cash equivalents at the period -end 2,432,803,698.08 745,778,764.22
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
6. Cash flow statement of parent company
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Amount in this period Amount in last period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 2,778,522,440.94 2,835,762,966.41
Write-back of tax received
67
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Other cash received concerning operating activities 270,278,087.12 85,541,273.42
Subtotal of cash inflow arising from operating activities 3,048,800,528.06 2,921,304,239.83
Cash paid for purchasing commodities and receiving labor service 1,881,854,176.67 2,636,686,703.84
Cash paid to/for staff and workers 207,786,568.53 179,874,189.59
Taxes paid 135,099,550.27 174,390,851.86
Other cash paid concerning operating activities 161,194,834.36 251,643,819.28
Subtotal of cash outflow arising from operating activities 2,385,935,129.83 3,242,595,564.57
Net cash flows arising from operating activities 662,865,398.23 -321,291,324.74
II. Cash flows arising from investing activities:
Cash received from recovering investment 1,340,000.00
Cash received from investment income 515,364,899.46 900,735,529.77
Net cash received from disposal of fixed, intangible and other long-term
4,045,574.34 9,764,638.07
assets
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities
Subtotal of cash inflow from investing activities 520,750,473.80 910,500,167.84
Cash paid for purchasing fixed, intangible and other long-term assets 64,864,314.72 314,127,091.63
Cash paid for investment 1,890,673,000.00 179,018,800.00
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities
Subtotal of cash outflow from investing activities 1,955,537,314.72 493,145,891.63
Net cash flows arising from investing activities -1,434,786,840.92 417,354,276.21
III. Cash flows arising from financing activities:
Cash received from absorbing investment 2,850,124,252.93
Cash received from loans 570,000,000.00 1,041,480,514.61
Cash received from issuing bonds
Other cash received concerning financing activities 8,404,657.07
Subtotal of cash inflow from financing activities 3,428,528,910.00 1,041,480,514.61
Cash paid for settling debts 1,035,000,000.00 816,480,514.61
Cash paid for dividend and profit distributing or interest paying 220,773,699.76 274,096,700.68
Other cash paid concerning financing activities 8,404,657.07
Subtotal of cash outflow from financing activities 1,264,178,356.83 1,090,577,215.29
Net cash flows arising from financing activities 2,164,350,553.17 -49,096,700.68
IV. Influence on cash due to fluctuation in exchange rate
V. Net increase of cash and cash equivalents 1,392,429,110.48 46,966,250.79
Add: Balance of cash and cash equivalents at the period -begin 132,135,416.49 85,169,165.70
VI. Balance of cash and cash equivalents at the period -end 1,524,564,526.97 132,135,416.49
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
68
无锡威孚高科技集团股份有限公司 2012 年度报告全文
7. Consolidated Statement on Changes of Owners’ Equity
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Amount in this period
Amount in this period
Owners’ equity attributable to the parent Company
Item Minority’s Total Owners’
Less: General
Paid-in capital(or Reasonable equity equity
Capital reserves Treasury Surplus reserves risk Retained profit Other
share capital) reserve
Stock provision
I. Balance at the end of the
567,275,995.00 895,918,416.59 283,637,997.50 3,317,227,992.26 276,328,103.75 5,340,388,505.10
last year
Add: Changes of
accounting policy
Error correction of the last
period
Other
II. Balance at the beginning
567,275,995.00 895,918,416.59 283,637,997.50 3,317,227,992.26 276,328,103.75 5,340,388,505.10
of this year
III. Increase/ Decrease in this
year (Decrease is listed with 112,858,000.00 2,793,775,612.93 56,429,000.00 628,857,740.96 28,675,141.78 3,620,595,495.67
“-”)
(I) Net profit &nbs
WEIFU HIGH-TECHNOLOGY GROUP CO., LTD.
ANNUAL REPORT 2012
March 2013
1
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, 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.
Chen Xuejun, 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 2012 Annual Report is authentic,
accurate and complete.
Other directors attended the board meeting on auditing the report except for the
following directors:
Name of absent Position of absent Reason for absence Entrusted
director director
Chen Yudong Director On business Rudolf Maier
The Preplan Profit Distribution of the Company deliberated and approved by The
Board is: Based on the total number of issued stock as of Dec 31,2012，Cash bonus
of RMB 3（tax inclusive）and 5 bonus stock(tax inclusive) per 10 stocks shall be paid
to the shareholders.No capital reserve shall be converted into the registered capital
and the remaining undistributed profits shall be incorporated into the next accounting
year’s profits.
Concerning the forward-looking statements with future planning involved in the
Report, they do not constitute a substantial commitment for investors. Investors
should be cautious with investment risks.
2
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Contents
Annual Report 2012 ........................................................................................................................... 1
Section I Important Notice, Contents and Paraphrase .................................................................. 2
Section II Company Profile ............................................................................................................... 6
Section III Accounting data and summary of finnaical indexes .................................................... 8
Section IV Report of the Board of Directors ................................................................................. 10
Section V Important Events ............................................................................................................ 27
Section VI Changes in shares and particular about shareholders............................................... 40
Section VII Particulars about Directors, Supervisors,Senior Executives and Employees ........ 45
Section VIII Corporate Governance .............................................................................................. 52
Section IX Internal Control ............................................................................................................ 57
Section X Financial Report ............................................................................................................. 59
Section XI Documents available for reference ............................................................................ 162
3
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Paraphrase
Items Refers to Contents
Company, The Company, Wei-fu High-technology Refers to Weifu High-Technology Group Co., Ltd.
Weifu Group Refers to Wuxi Weifu Group Co., Ltd.
Industry Group Refers to Wuxi Industry Development Group Co., Ltd.
Robert Bosch Refers to Robert Bosch Co., Ltd. ROBERT BOSCH GMBH
Bosch Automobile Diesel Refers to Bosch Automobile Diesel System Co., Ltd.
Weifu Automotive Diesel Refers to Wuxi Weifu Automotive Diesel System Co., Ltd.
Weifu Leader Refers to Wuxi Weifu Leader Catalytic Converter Co., Ltd.
Weifu Jinning Refers to Nanjing Weifu Jinning Co., Ltd.
Weifu Chang’an Refers to Wuxi Weifu Chang’an Co., Ltd.
Weifu Mashan Refers to Weifu Mashan Pump Glib Co., Ltd.
Weifu ITM Refers to Wuxi Weifu ITM Supercharging Technique Co., Ltd.
Weifu Tianli Refers to Ningbo Weifu Tianli Supercharging Technique Co., Ltd.
Weifu Jialin Refers to Chaoyang Weifu Jialin Machinery Manufacture Co., Ltd.
Weifu Schmidt Refers to Wuxi Weifu Schmidt Power System Spare Parts Co., Ltd.
Weifu International Trade Refers to Wuxi Weifu International Trade Co. Ltd.
Weifu Nano Refers to Jiangsu Weifu Nano Technology Co., Ltd.
Weifu Jida Refers to Wuxi Weifu Jida New Material Technology Development Co., Ltd.
Autocam Refers to Wuxi Weifu-Autocam Fine Machinery Co. Ltd.
Weifu Environment Refers to Wuxi Weifu Environment Catalyst Co.,Ltd.
Kunming Xitong Refers to Kunming Xitong Machinery Co., Ltd.
Weifu Tianshi Refers to Anhui Weifu Tianshi Machinery Co., Ltd.
Zhonglian Automobile Electronic Refers to Zhonglian Automobile Electronic Co., Ltd.
Yinlun Co.,Ltd Refers to Zhejiang Yinlun Machinery Co.,Ltd.
Wanliyang Refers to Zhejiang Wanliyang Transmission Co.,Ltd.
Jiangsu Hongbao Refers to Jiangsu Hongbao Hardware Co.,Ltd.
Wiscom Technology Refers to Jiangsu Wiscom Technology Co.,Ltd.
CSRC Refers to China Securities Regulatory Commission
SZ Stock Exchange Refers to Shenzhen Stock Exchange
Jiangsu Gongzheng Refers to Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd.
4
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Indication of major risks
Information Disclosure Media appointed by the Company are: “China Securities
Journal”, “Securities Times”, “Hong Kong Commercial Daily” and Juchao website
(www.cninfo.com.cn). All the information is based on disclosure from them.
Investors are advised to pay attention to investment risks.
5
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Section II Company profile
I. Company information
Short form of the stock Weifu High- Tech, Su Weifu-B Stock code 000581, 200581
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in Chinese) 无锡威孚高科技集团股份有限公司
Short form of the Company (in Chinese) 威孚高科
Foreign name of the Company(if applicable) WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD.
Short form of foreign name of the Company(if
WFHT
applicable)
Legal representative Chen Xuejun
Registrations add. No.5, Huashan Road, New District, Wuxi City
Code for registrations add 214028
Offices add. No.107, Renmin West Road, Wuxi City
Codes for office add. 214031
Company’s Internet Web Site http://www.weifu.com.cn
E-mail Web @ weifu.com.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Zhou Weixing Yan Guohong
Contact add. No.107, Renmin West Road, Wuxi City No.107, Renmin West Road, Wuxi City
Tel. 0510-82719579 0510-82719579
Fax. 0510-82751025 0510-82751025
E-mail wfjt@public1.wx.js.cn wfjt@public1.wx.js.cn
III. Information disclosure and preparation place
Newspaper appointed for information disclosure China Securities Journal; Securities Times; Hong Kong Commercial Daily
Website for annual report publish appointed by CSRC http://www.cninfo.com.cn
Preparation place for annual report Office of the Board of Directors
6
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
IV. Registration changes of the Company
Registration NO. for
Date for No. of taxation
Place for registration enterprise legal Organization code
registration registration
license
No.107, Renmin West Road,
Initial registration 1988-10-27 GuoJiZi No.: 1707 320208250456967 25045696-7
Wuxi City
Registration at end No.5, Huashan Road, New
2010-08-03 320200000014926 320208250456967 25045696-7
of report period District, Wuxi City
Changes of main business since
No changes
listing (if applicable)
The company’s controlling shareholder was Wuxi Weifu Group Co., Ltd. before 2009.The
controlling shareholder changed to Industry Group from 31st May 2009 because Wuxi Industry
Previous changes for controlling
Development Group Co., Ltd. merged Weifu Group in 2009.Becasue both Weifu Group and
shareholders (if applicable)
Industry Group were wholly state-owned companies of Wuxi State-owned Assets Supervision &
Administration Commission of State Council, which as actual controller had no changes.
V. Other relevant information
CPA engaged by the Company
Name of CPA Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd.
Offices add. for CPA No.28, Liangxi Road, Wuxi City
Signing Accountants Bo Lingjing,Liu Darong
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
√ Applicable □ Not applicable
Name of sponsor Offices add. for sponsor Name of sponsor deputy Continuous supervision period
No.1508, Xinzha Road, Jing’an
Everbright Securities Co.,Ltd Zhang qiying,Wen guangxia 2012-3-1-2013-12-31
District, Shanghai City
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
7
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √□ No
Changes over last year
2012 2011 2010
(%)
Operating income (RMB) 5,015,283,418.71 5,898,113,089.49 -14.97% 5,371,213,196.45
Net profit attributable to shareholders
889,326,939.46 1,204,617,075.56 -26.17% 1,340,291,115.79
of the listed company(RMB)
Net profit attributable to shareholders
of the listed company after deducting 852,679,760.32 1,166,866,705.09 -26.93% 1,324,606,432.23
non-recurring gains and losses(RMB)
Net cash flow arising from operating
1,165,759,218.46 326,269,185.07 257.3% 536,171,852.08
activities(RMB)
Basic earnings per share
1.34 2.12 -36.79% 2.36
(RMB/Share)
Diluted earnings per share
1.34 2.12 -36.79% 2.36
(RMB/Share)
Return on Equity (%) 11.36% 26.27% -14.91% 38.32%
Changes over end of last
End of 2012 End of 2011 End of 2010
year (%)
Total assets (RMB) 11,055,973,932.34 7,929,217,436.19 39.43% 6,761,622,809.90
Net assets attributable to shareholder
of listed company (Owners’ equity
8,655,980,755.24 5,064,060,401.35 70.93% 4,106,208,383.62
attributable to shareholder of listed
company ) (RMB)
II. 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) Unit: RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 889,326,939.46 1,204,617,075.56 8,655,980,755.24 5,064,060,401.35
Items and amount adjusted by IAS
IAS 889,326,939.46 1,204,617,075.56 8,655,980,755.24 5,064,060,401.35
8
Weifu High-Technology Group Co., Ltd. Annual Report for 2012-Full Text
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)
Unit: RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 889,326,939.46 1,204,617,075.56 8,655,980,755.24 5,064,060,401.35
Items and amount adjusted by foreign accounting rules
3. Reasons for the differences of accounting data under accounting rules in and out of China
III. Items and amounts of extraordinary profit (gains)/loss
Unit: RMB
Item Amount in 2012 Amount in 2011 Amount in 2010 Note
Gains/losses from the disposal of non-current asset (including the
4,352,926.75 3,755,577.19 4,374,597.95
write-off that accrued for impairment of assets)
Governmental subsidy reckoned into current gains/losses (not
including the subsidy enjoyed in quota or ration according to
15,105,216.19 34,526,848.90 15,440,800.00
national standards, which are closely relevant to enterprise’s
business)
Gains arising from investment cost, obtained from subsidiaries,
affiliated enterprises and joint ventures, which is less than fair value
727,964.94 0.00
of identifiable net assets, that deserves to enjoy in invested units
while investment obtained
Profit and loss of assets delegation on others’ investment or
24,750,377.29
management
Switch-back of impairment of account receivable that practice
789,303.74 4,435,891.56 0.00
impairment test independent
Other non-operating income and expenditure except for the
-412,785.88 3,107,697.30 244,116.34
aforementioned items
Impact on income tax 6,429,913.94 7,019,338.38 3,065,636.67
Impact on minority shareholders’ equity (post-tax) 1,507,945.01 1,784,271.04 1,309,194.06
Total 36,647,179.14 37,750,370.47 15,684,683.56 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
9
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
(I)General introduction
According to the data released by China Association of Automobile Manufactures in 2012, an aggregate of
19,310,000 automobiles have been sold across the nation, with a year-on-year increase of 4.3%, among which, the
sales of business vehicles amounted to 3,810,000 with a year-on-year decrease of 5.49% which has recorded
negative growth for two consecutive years since the highest historical sales record made in 2010. As to the sales of
business vehicles, great decline of 28% appeared in heavy truck market, only recording sales of 630,000.
In front difficulty and challenge, the Company made active response and continued to implement its development
strategy. Internal: focusing on efficiency enhancement, quality improvement and cost reduction based on product
structure adjustment; external: based on the existing products, ensuring increase of market share occupied by
major products; ensuring stable development of its three major business segments with strict control over external
risks.
As at the end of 2012, the total assets of the Company was RMB11.056 billion, owners’ equity attributable to
parent company was RMB8.655 billion, operating income was RMB5.015 billion, net profit attributable to parent
was RMB889 million and earnings per share was RMB1.34.
(II)Major works
1. Construct internal control system and strengthen risk control
According to the Basic Internal Control Standards for Enterprise and the relevant guidance issued by CSRC, the
ministry of finance and other three authorities, the Company conducted internal control construction. By tests on
the 16 specific business procedures, the Company formed the defect list and made reforms in respect of system
construction and procedure enhancement, and formed the initial internal control manual, laying good foundation
for standardizing internal control system.
2. Adopt standard cost management, to bring down costs and raise efficiency
In order to pursue the maximum interests of the Group, the Company strengthened supervision on prices of
purchase, manufacture, sales, capital, cost, budget, investment as well we financing operation and eliminated
management omission. Through enhancement in basic works such as materials consumption quota and working
time quota and comparison analysis in respect of similar products, it gradually established standard product costs.
Besides, it strengthened analysis on difference and adopted corresponding measures to increase management and
decrease costs.
3. Raise capital application efficiency and increase the profitability
It managed the capital of the Group on a centralized basis, to realize reasonable and effective capital management.
4. Complete certification of ISO14001 environment management system and inspection & acceptance of clean
production
Promotion team was established to make system diagnosis and training, and to implement standard for ISO14001
environment management system and clean production. The Company passed certification of ISO14001
environment management system and inspection & acceptance of clean production respectively in September and
October.
5. Integrate suppliers and strengthen free-inspection for the internal suppliers
Improved standards on quality, price, cost, delivery and service evaluation of suppliers and raised management
efficiency of suppliers. Strengthened PPAP management and random inspection during each procedure, to make
sure that each business segment strictly followed the standard system applicable to suppliers for qualified quality.
Besides, it further standardized and improved delivery inspection guidance, inspection items, insection methods in
relation to internal suppliers, to prevent repeat inspection.
10
无锡威孚高科技集团股份有限公司 2012 年度报告全文
II. Main business analysis
1. Introduction
In the reporting, the company’s main business was automotive component and parts industry with no changes,
mainly engaged in the development, manufactures and sales of automotive fuel injection system, automotive
post-processing system and intake system of engine. The following table is the change of company’s operating
revenue, cost, and expenses etc.
In 10 thousand yuan
Item 2012 2011 Increase y-o-y (%)
Operating revenue 501,528.34 589,811.31 -14.97
Operating cost 377,347.76 431,462.80 -12.54
Sales tax and additions 3,183.29 3,300.37 -3.55
Sales expenses 19,064.35 22,688.72 -15.97
Administration expenses 44,454.40 42,794.55 3.88
Financial expenses -7,549.49 2,634.82 -386.53
Loss of assets impairment 2,111.57 647.62 226.05
Investment income 39,621.93 49,794.19 -20.43
Opreating profit 102,538.39 136,076.63 -24.65
Total profit 103,801.69 139,680.58 -25.69
Net profit attributable to owner of parent company 88,932.69 120,461.71 -26.17
Review and summarization on the progress of development strategy and operation plan disclosed in previous period during the
reporting period
In 2012, due to the factors such as weak demands, macro-control policy in real estate industry and production
capacity surplus, China experienced decline pressure for its economy. The internal driving force was insufficient
to promise economic growth. As to automobile industry, after ten years rapid development, it faces difficulty from
energy, environment and traffic, which leads to stable development from the original rapid development as to the
growth pattern of PRC automobile industry. According to the data released by China Association of Automobile
Manufactures in 2012, an aggregate of 19,310,000 automobiles have been sold across the nation, with a
year-on-year increase of 4.33%. due to slowing down of economy growth and overall falling back of investment,
consumption and export, sales performance for business vehicles was weaker than the same period of last year,
recording negative growth for two consecutive years since the highest historical sales record made in 2010.
particularly, market of heavy truck presented to be depressed for a long time, the sales of which was not such good
as expected. Therefore, the Company recorded decrease of operating income and total profit, while its target,
namely to be the leader in domestic automobile (power engineering) core spare parts field, has been promoted in a
orderly manner.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
2. Revenue
Explanation
The company mainly engaged in automobile parts, and achieved operating revenue RMB 5.015 billion, decreasing
14.97% y-o-y.
Whether income from physical sales larger than income from labors or not
11
无锡威孚高科技集团股份有限公司 2012 年度报告全文
√ Yes □ No
Increase/decrease y-o-y
Industries Item 2012 2011
(%)
Sales volume 139 164 -15.24%
Fuel injection system—multiple-piston
Production volume 135 158 -14.56%
pump(10 thousand)
Stock volume 11 15 -26.67%
Sales volume 552 793 -30.39%
Fuel injection system—injector(10
Production volume 505 795 -36.48%
thousand)
Stock volume 68 115 -40.87%
Sales volume 123 124 -0.81%
Post-processing system—purifier(10
Production volume 124 128 -3.13%
thousand)
Stock volume 26 25 4%
Sales volume 23 20 15%
Intake system—turbocharger(10 thousand) Production volume 24 20 20%
Stock volume 5 4 25%
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
Mainly because heavy-duty commercial vehicles were deeply called back, making the market requirement of injector products decrease
and the productions decreased.
Material orders in hands
□ Applicable √ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √ Not applicable
Major sales of the Company
Total top five clients in sales (RMB) 1,558,437,409.37
Proportion in total annual sales volume for top five clients (%) 31.06%
Information of top five clients of the Company
√Applicable □Not applicable
Serial Name Sales (RMB) Proportion in total annual sales (%)
1 Client 1 321,618,959.96 6.41%
2 Client 2 316,155,564.30 6.3%
3 Client 3 313,187,405.34 6.24%
4 Client 4 313,056,704.89 6.24%
5 Client 5 294,418,774.88 5.87%
Total —— 1,558,437,409.37 31.06%
3. Cost
Industry classification
Unit: RMB
12
无锡威孚高科技集团股份有限公司 2012 年度报告全文
2012 2011
Industry Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Direct
Automobile parts 2,650,613,999.10 77.03% 2,924,610,686.53 76.9% -9.37%
material
Automobile parts Labor cost 295,830,221.43 8.6% 323,574,375.89 8.51% -8.57%
Automobile parts Depreciation 107,988,731.56 3.14% 93,740,306.81 2.46% 15.2%
Varieties of
Automobile parts 386,767,817.42 11.24% 461,385,067.13 12.13% -16.17%
consumption
Product classification
Unit: RMB
2012 2011
Product Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Fuel injection
Direct material 1,903,254,331.70 72.91% 2,139,558,229.74 72.66% -11.04%
system
Fuel injection
Labor cost 269,670,504.29 10.33% 301,343,503.93 10.23% -10.51%
system
Fuel injection
Depreciation 95,296,901.78 3.65% 84,220,001.21 2.86% 13.15%
system
Fuel injection Varieties of
342,136,504.59 13.11% 419,295,004.82 14.24% -18.4%
system consumption
Intake system Direct material 112,288,382.49 79.89% 99,193,593.06 81.7% 13.2%
Intake system Labor cost 12,353,819.64 8.79% 10,431,149.57 8.59% 18.43%
Intake system Depreciation 8,550,060.53 6.08% 5,832,892.35 4.8% 46.58%
Varieties of
Intake system 7,355,389.59 5.23% 5,953,412.50 4.9% 23.55%
consumption
Post-processing
Direct material 635,071,284.91 92% 685,858,863.73 93% -7.4%
system
Post-processing
Labor cost 13,805,897.50 2% 11,799,722.39 1.6% 17%
system
Post-processing
Depreciation 4,141,769.25 0.6% 3,687,413.25 0.5% 12.32%
system
Post-processing Varieties of
37,275,923.24 5.4% 36,136,649.81 4.9% 3.15%
system consumption
Note
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 975,643,608.54
Proportion in total annual purchase amount for top five suppliers (%) 34.49%
Information of top five suppliers of the Company
√Applicable □Not applicable
Serial Name Sum of purchase (RMB) Proportion in total annual sum of purchase (%)
1 supplier 513,309,658.45 18.15%
2 supplier 153,709,737.35 5.43%
13
无锡威孚高科技集团股份有限公司 2012 年度报告全文
3 supplier 114,276,420.15 4.04%
4 supplier 103,885,437.25 3.67%
5 supplier 90,462,355.34 3.2%
Total —— 975,643,608.54 34.49%
4. Expenses
In the reporting, the company’s main expenses are as follows:
In 10 thousand yuan
Name 2012 2011 Increase y-o-y (%)
Sales expenses 19,064.35 22,688.72 -15.97
Administration expenses 44,454.40 42,794.55 3.88
Financial expenses -7,549.49 2,634.82 -386.53
2012 annual financial expenses decreased greatly than 2011 annual’s, mainly because interest income increased
greatly with the increase of monetary fund, and then the decrease of bank borrowing caused the decrease of bank
borrowing interest.
5. R&D expenses
During the reporting period, the engineer technology research organ of the Company allocated greant resources in
developing the material projects of the Company. The successful operation of the experimental lab provided
effective support for the successful development of material projects which received more effective management,
helping the Company to obtain achievement phase by phase. In 2012, the R&D expenses of the Company were
RMB162,340,900, accounting for 1.81% of the latest audited net profit and 3.24% of the latest audited operating
income.
6. Cash flow
Unit: RMB
Y-o-y changes
Item 2012 2011
(%)
Subtotal of cash in-flow from operation activity 6,442,560,329.86 6,336,458,986.39 1.67%
Subtotal of cash out-flow from operation activity 5,276,801,111.40 6,010,189,801.32 -12.2%
Net cash flow from operation activity 1,165,759,218.46 326,269,185.07 257.3%
Subtotal of cash in-flow from investment activity 259,135,006.84 610,520,363.79 -57.56%
Subtotal of cash out-flow from investment activity 1,916,823,809.13 573,783,796.77 234.07%
Net cash flow from investment activity -1,657,688,802.29 36,736,567.02 -4,612.37%
Subtotal of cash in-flow from financing activity 3,517,125,210.00 1,111,434,604.61 216.45%
Subtotal of cash out-flow from financing activity 1,338,170,692.31 1,193,881,377.05 12.09%
Net cash flow from financing activity 2,178,954,517.69 -82,446,772.44
Net increased amount of cash and cash equivalent 1,687,024,933.86 280,558,979.65 501.31%
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Inapplicable
Net cash generated from operating activities: mainly because this annual loan receivable were collected in
time.
14
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Net cash flow from operation activity: mainly because the company increased the investments of financial
products, non-public stock issue to SDEC and the affiliated business Bosch Automobile Diesel System in the year.
Net cash flow from financing activity: mainly because non-public offering raised proceeds was RMB
286,272,050,000 in the year and the bank borrowing decreased.
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□Applicable √Not applicable
III. Composition of main business
Unit: RMB
Increase/decrease
Increase/decrease Increase/decrease
Gross profit of operating
Operating revenue Operating cost of operating cost of gross profit
ratio (%) revenue y-o-y
y-o-y (%) ratio y-o-y (%)
(%)
According to industries
Automobile parts 4,651,387,384.54 3,441,200,769.51 26.02% -13.01% -9.52% -2.85%
According to products
Fuel injection
3,667,499,333.27 2,637,702,014.93 28.08% -15.29% -11.2% -3.32%
system
Intake system 153,580,378.18 113,203,879.68 26.29% 0.29% 18.47% -11.31%
Post-processing
830,307,673.09 690,294,874.90 16.86% -3.92% -6.4% 2.2%
system
According to region
Domestic 4,362,027,051.97 3,158,670,288.49 27.59% -14.17% -10.85% -2.7%
Oversea 289,360,332.57 282,530,481.02 2.36% 9.29% 8.56% 0.66%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
Unit: RMB
End of 2012 End of 2011 Ratio Notes of
Ratio in total Ratio in total changes major
Amount Amount (%) changes
assets (%) assets (%)
Monetary fund 2,600,714,219.36 23.52% 855,053,599.38 10.78% 12.74%
Account receivable 1,036,392,701.40 9.37% 1,167,123,155.04 14.72% -5.35%
Inventory 759,505,087.10 6.87% 883,582,090.78 11.14% -4.27%
Investment real estate 3,881,346.30 0.04% 4,352,211.86 0.05% -0.01%
Long-term equity investment 2,192,275,239.86 19.83% 1,786,481,972.85 22.53% -2.7%
Fix assets 1,404,806,234.18 12.71% 1,357,509,509.59 17.12% -4.41%
Construction in progress 65,649,548.48 0.59% 98,288,407.69 1.24% -0.65%
15
无锡威孚高科技集团股份有限公司 2012 年度报告全文
2. Major changes of liability
Unit: RMB
2012 2011
Notes of major
Ratio in total Ratio in total Ratio changes (%)
Amount Amount changes
assets (%) assets (%)
Short-term loans 70,000,000.00 0.63% 495,000,000.00 6.24% -5.61%
3. Assets and liabilities measured by fair value
Unit: RMB
Devaluatio
Amount at Changes of fair Accumulative Amount
n of Amount of
the value changes of fair of sale in Amount in the
Items withdrawi purchase in the
beginning gains/losses in value reckoned the end of period
ng in the period
period this period into equity period
period
Financial assets
1.Financial assets
measured by fair value,
and its changes are
0.00 0.00
reckoned in current
gains/losses(not including
derivative financial asset)
2.Derivative financial
0.00 0.00
asset
3.Financial assets
0.00 56,509,360.00 199,208,000.00 0.00 265,689,600.00
available for sales
Subtotal of financial
0.00 56,509,360.00 0.00 0.00 265,689,600.00
assets
Investment property 0.00 0.00
Productive biological
0.00 0.00
assets
Others 0.00 0.00
Aforementioned total 0.00 56,509,360.00 199,208,000.00 0.00 265,689,600.00
Financial liabilities 0.00 0.00 0.00 0.00 0.00
Whether the attribute of the company’s major assets measurement has a lot changes in the reporting
□ Yes √ No
V. Analysis on core competitiveness
The Company is the important domestic supplier of automobile components, mainly providing diesel fuel
injection system, vehicle post-processing system and engine intake system (booster). In recent years, the
Company increased its ability to adapt to and satisfy market through optimization of product structure,
consolidation of technical advantage, improvement of manufacture ability and promotion of management
innovation, realizing steady expansion of economic scale and market share. During the reporting period, the core
competitiveness has no change.
1. Advanced technical advantage. The Company is one of the major high-tech enterprises under the national torch
plan and high-tech enterprise of Jiangsu province, focusing on technical research and owning “national
technology center” and “postdoctor scientific research work station”. In 2012, the R&D input accounted for
3.24% of its operating income. the Company takes the leading position as to its diesel fuel injection system
16
无锡威孚高科技集团股份有限公司 2012 年度报告全文
technology. As the PRC continues to promote the national emission regulation, the Company developed WAPS
system products independently, pending for preparation of production capacity. The Company also developed
high pressure variable pump mating with High pressure common rail system and started bulk supply. The
Company has core technology in post-processing system and the ability to provide goods for downstream clients
under centralized system. Besides, it launched new products such as SCR, POC and DOC meeting the national IV
emission requirement in respect of diesel vehicles.
2. Complete set of product specification, complete industry chain and great production scale. Its diesel injection
system products are vastly used in diesel engines with various power, mating for various trucks, buses,
engineering machinery, Marine, generator set.the Company produced 1,350,000 set of diesel multi-cylinder
pumps and 5,050,000 set of fuel injectors in 2012. the Company owns advanced post-processing system
production lines, producing 1,240,000 set of purifiers in 2012. The supercharger products can satisfy needs from
light and heavy business vehicles and certain passenger vehicles.
3. Stable customers and matured market. With years of development, the Company has established long-term
stable partnership with many domestic main engine producers. Besides, the constant stable development of the
PRC economy will drive forward the healthy development of its three major business segments.
VI. Investment analysis
1. Situation of foreign equity investment
(1) Situation of foreign investment
Situation of foreign investment
Investment in 2012 (RMB) Investment in 2011 (RMB) Range of changing
773,023,000.00 156,668,800.00 393.41%
Situation of the invested company
Equity proportion in invested
Name Main business
company for Listed company (%)
Bosch Automobile Diesel System Co., Ltd. Electronic control diesel system products 34%
Wuxi Weifu Leader Catalytic Converter Co.,
Automobile post-processing system products 94.81%
Ltd.
Shanghai Diesel Engine Co., Ltd. Diesel engines 2.72%
(2)Holding equity of financial enterprise
Amount of Proportion
Amount of Proportion
stock-holdi of
stock-holdi of Book value at Gains and
Initial ng at the stock-holdi Account
ng at the stock-holdi the end of the loss in the
Name Type investment beginning ng at the ing Source
end of the ng at the period reporting
cost(RMB) of the beginning subject of stock
period end of the (RMB) (RMB)
period of the
(Share) period (%)
(Share) period (%)
Long-ter
Securi
Guolian m stock
ties Subscri
Securities 12,000,000.00 18,000,000 1.2% 18,000,000 1.2% 12,000,000.00 540,000.00 right
compa ption
Co., Ltd. investme
ny
nt
Nanjing Insura Long-ter
Hengtai nce m stock Subscri
1,000,000.00 1,000,000 1.85% 1,000,000 1.85% 1,000,000.00 55,000.00
Insurance compa right ption
and Broker ny investme
17
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Co., Ltd. nt
Jiangsu Long-ter
Insura
HSBC m stock
nce Subscri
Insurance 500,000.00 500,000 10% 340,000 right
compa ption
Agents investme
ny
Limited nt
Total 13,500,000.00 19,500,000 -- 19,000,000 -- 13,000,000.00 935,000.00 -- --
(3)Situation of securities investment
Amount
of Proportio Amount Proportio
Initial stock-hol n of of n of Book
Gains and
Short investmen ding at stock-hol stock-hol stock-hol value at
Variety of Code of loss in the Accounti Source of
form of t the ding at the ding at ding at the the end of
securities securities reporting ng subject stock
securities cost(RM beginning beginning the end of end of the the period
(RMB)
B) of the of the the period period (RMB)
period period (% (Share) (%)
(Share)
Financial
199,208,0 14,800,00 23,680,00 265,689,6 740,000.0 assets Subscript
Stock 600841 SDEC 2.72% 2.72%
00.00 0 0 00.00 0 available ion
for sales
199,208,0 14,800,00 23,680,00 265,689,6 740,000.0
Total -- -- -- --
00.00 0 0 00.00 0
Disclosure date of securities
investment approval of Board 2012-03-24
report
Statement of holding other listed companies equity
The company approved participation in the subscription of SDEC non-public offering A share in 23rd Meeting of 6th Session of the
Board, subscribing for SDEC non-public offering stocks 14.8 million shares at the price of RMB 13.46 per share, which proportion in
total stocks after SDEC non-public offering stocks was 2.72%.The company committed no transfer after the subscription in 12
months, restricted period (2012-3-23-2013-3-22).
SDEC implemented the plan of annual profit distribution and converting capital reserve into share capital for 2011 on 4th June
2012.( sending cash of RMB 0.5(tax included) per every 10 shares, converting 6 shares per every 10 shares. In the reporting, the
company held SDEC 23.68 million shares.
2. Trust financing, investment of derivatives and entrustment loan
(1) Trust financing
In 10 thousand yuan
Amount
Amount
of reserve
of Actual
Amount End date Determinat Actual Whether for Whether
Name of Start date principal income Related
of trust of trust ion method income in by legal devaluati related
trustee of trust actual gained in relationsh
financing financin of reward the period procedure on of trade
financing taking the period ip
g withdrawi
back
ng
Bank, 149,600 2012-07-0 2012-12 Floating 35,100 2,850.49 4,072.61 Yes 0 No
18
无锡威孚高科技集团股份有限公司 2012 年度报告全文
trust 4 -31 rate,
maximized
annualized
ate of
return
agreed in
contract
Total 149,600 -- -- -- 35,100 2,850.49 4,072.61 -- 0 -- --
Overdue unreceived principal and
0
accumulated earnings amount
Lawsuit situation(if applicable) N/A
Explanation
(2) Investment of derivatives
Derivatives investment hold at period-end
□ Applicable √ Not applicable
Explanation
(3) Entrustment loan
In 10 thousand yuan
Extension, Countermeasure for risks of
Loan Whether the Amount of Interest rate Guarantor or Use of loan
overdue or extension, overdue or
object related party loan of loan collateral object’s fund
lawsuit lawsuit
Total -- 0 -- -- -- -- --
Explanation
3. Application of raised proceeds
(1)Overall application of raised proceeds
In 10 thousand yuan
Total raised proceeds 285,012.43
Total raised proceeds invested during the reporting period 162,075.74
Total accumulative raised proceeds invested 162,075.74
Total raised proceeds for new purposes during the reporting period 0
Total accumulative raised proceeds for new purposes 0
Proportion of the total accumulative raised proceeds for new purposes（%） 0%
General application of raised proceeds
On 21 January 2012, the CSRC issued the reply on approving non-public issuance of Weifu High-technology Group Co., Ltd.
(ZJXK(2012)No.109), pursuant to which, the Company was approved to issue new shares not exceeding 112,858,000 by
non-public offering. On 10 February 2012, Jiangsu Gongzheng Tianye Certified Public Accountant issued capital verification report
(SGW(2012)No.B006), stating that as at 10 February 2012, Weifu High-tech has already issued 112,858,000 RMB common shares
(A-share) and raised capital proceeds of RMB2,866,028,910.00. after deduction of issuance expense of RMB15,904,657.07, the net
raise proceeds was RMB2,850,124,252.93. as at the end of the reporting period, raise proceeds of RMB1,620,757,400 has been
invested.
19
无锡威孚高科技集团股份有限公司 2012 年度报告全文
(2) Situation of committed project of raised proceeds
In 10 thousand yuan
Amount
Projects Total Investme
of Project
changed committe Total nt
Amount accumula Predicted Profit Reach the feasibility
Committed investment or not d investme program
invested ted useable realized predicted was
projects &investment (includin investme nt after till the
in this investme date of in this interest or changed
of raised fund g nt of adjustme year-end
year nt till the project year not hugely or
changed raised nt (1) (3)=(2)/(1
year-end not
partially) capitals )
(2)
Investment project commitment
R&D of WAPS,
industrialization, Not Not
2013-10-
productivity expansion No 62,032 62,032 18,569.69 18,569.69 29.94% applicabl applicabl No
31
of diesel common rail e e
system parts
Not Not
Construction project in 2013-10-
No 57,750 57,750 1,929.57 1,929.57 3.34% applicabl applicabl No
industrial zone 31
e e
Not
Industrialization of tail 2012-10-
No 26,000 26,000 12,346.05 12,346.05 47.48% applicabl No No
treatment system 31
e
Not Not
Research institution 2012-12-
No 5,154 5,154 5,154 5,154 100% applicabl applicabl No
project 31
e e
Battery material of
2012-12-
engines and R&D of No 10,000 10,000 0% No No No
31
battery
Equity acquisition No 34,381.5 34,381.5 34,381.5 34,381.5 100% 743.15 No
Liquid assets
No 90,000 89,694.93 89,694.93 89,694.93 100%
supplementation
Subtotal of 285,012.4 162,075.7 162,075.7
-- 285,317.5 -- -- 743.15 -- --
commitment projects 3 4 4
Investment orientation for fund arising out of plan
285,012.4 162,075.7 162,075.7
Total -- 285,317.5 -- -- 743.15 -- --
3 4 4
1. WAPS research development and industrial diesel common rail system components capacity
enhancement project. Under the feasibility report of this project, the investment plan is intended to
complete on 31 October 2013. as of 31 December 2012, the accumulative investment amounted to
RMB185,696,900, representing investment progress of 29.94%. Reason for lag behind the progress
Situation about not included
coming up to schemed (1)the raised proceeds was not in place in time (the proceeds was expected to be in place in March 2011,
progress or expected while the actual cash time was February 2012);
revenue and the (2)upgrade of emission rules (national level III to national level IV) resulted in uncertainty in
reason(In specific implementation of technology methods and intensity, which affected relevant works such as equipment
project) choices;
(3)investment planned for fixed assets of the project was RMB500 million, among which, imported
equipments accounte for 65% and delivery of imported equipments were delayed. Thus, the Company will
make investment based on predicable market needs.
2. RMB19,295,700 had been invested for construction of industry park project as of 31 December 2012,
20
无锡威孚高科技集团股份有限公司 2012 年度报告全文
representing investment progres of 3.34%. Reason for lag behind the progress included
(1)the relocation of governmental parcel was completed at the end of 2012. since electric power lines,
telecommunictaion cables and river clean works haven’t been completed, the construction can’t be
conducted on a overall basis.
(2)municipal facilities haven’t been in place, review on transfer-in of power supplied by external grid,
variable power distribution scheme still need consideration and approval and are in the stage of initial
design appraisal. The above reasons led to delayed implementation of this project as scheduled. Upon
satisfaction of the construction conditions, the Company will accelerate construction and finish the
industry park project.
3. Automobile exhaust post-processing system product industrial project. Under the feasibility report of
this project, the investment plan is intended to complete on 31 October 2012. as of 31 December 2012, the
accumulative investment amounted to RMB123,460,500, representing investment progress of 47.48%. The
Company planned to invest RMB30 million in the test center plan implemented by Weifu High-tech, and
RMB17,281,800 has been input, representing investment progress of 57.61%. Weifu High-tech planned to
invest RMB230 million in this project through increasing capital injection in Weifu Lida, and
RMB106,178,700 has been invested, representing investment progress of 46.16%. Reason for lag behind
the progress included
(1) the raised proceeds was not in place in time;
(2)there was uncertainty in implementation method of the national emission standard (national level IV),
so the Company was prudent in investment;
(3)in the original implementation plan, consequent expansion organization of production capacity resulting
from upgrade of emission standards was not taken into account, such as expansion of production places.
Therefore, during the implementation of this project, the Company would make reasonable adjustment to
implementation methods and application of proceeds on the condition that the implementation project
remained unchanged.
4. Auto power battery materials and power battery research project. Under the feasibility report of this
project, the date for reaching the condition for intended use was 31 December 2012. as of 31 December
2012, the accumulative investment was nil. Reasons included
(1) the raised proceeds was not in place in time;
(2)the Company followed the project in the last two years. In terms of project development in domestic
and overseas market, power battery, as the core component of electric cars, had no material breakthrough
in costs, service life and travel distance, which restricted development of pure electric cars. Countries such
as the US focusing on promotion of pure electric cars are also changing their targets of developing pure
electric cars. Domestic national policy in respect of subsidy for private purchase of electric cars has been
stopped which led to slow sales performance. Thus, there was great uncertainty in development of power
battery. Therefore, the Company was prudent for this project and continued to follow development of
power battery and would make decisions if needed.
Explanation on great
changes of feasibility Not applicable
of project
Amount, usage and
progress of using for
Not applicable
fund raising out of the
plan
Change of
implementation place
Not applicable
of investment project
of raised capitals
Not applicable
Applicable
Regulation of
implementation ways Jiangsu Gongzheng issued “Weifu High-Technology Group Co., Ltd. certified report of self-finance input
of investment project raising and investment project in advance” “SGW[2012] No.: E1100”,ended as 29th February 2012,the
of raised capitals company actual investment amount by self-finance input raising and investment project in advance was
RMB 299,120,000,including 1. R&D of WAPS, industrialization, productivity expansion of diesel common
21
无锡威孚高科技集团股份有限公司 2012 年度报告全文
rail system parts RMB 180,050,000; 2. Construction project in industrial zone RMB 16,620,000; 3.
Industrialization of tail treatment system RMB 28,560,000;
4. Research institution project RMB 51,540,000; 5. Equity acquisition RMB 22,350,000. On 3rd March
2012, the 2nd Meeting of 7th Session of the Board approved of “proposal of using raised capitals to replace
the fund from advanced input raised capitals project”, which agreed to replace self-finance input raised
capitals project in advance by raised capitals RMB 299,120,000.
Invested in pre-phases
and replacement for Not applicable
raised fund projects
Temporarily
supplement for the
Not applicable
current capitals with
idle raised capitals
Usage of raised capitals had on changes in the reporting. On the storage and the usage of raised capitals,
Usage and trend of
the company’s execution strictly based on related laws and regulations and three-party supervision protocol
unused raised capitals
of raised capitals(four-party supervision protocol of raised capitals).
Questions or other
situation while using
N/A
raised capitals and in
disclosure
(3)The changed project of raised proceeds
In 10 thousand yuan
Accumulati Progress of
Whether the
Total on virtual the
Date of the Whether it feasibility
Correspondi amount Virtual amount investment Income
project has come up of the
Project after ng original invested amount input deadline the achieved in
coming to to the project
the change committed after input in the dealine the end of the the
scheduled scheduled changed
project adjustment reporting end of the reporting reporting
usable state income after the
(1) reporting (%)(3)=(2)/
alteration
(2) (1)
Total -- 0 0 0 -- -- 0 -- --
Changing reason, decision procedure
and statement of disclosure(In specific There was no changed projects of raised proceeds in the reporting.
project)
4. Main subsidiaries and stock-jointly companies
Particular about main subsidiaries and stock-jointly companies
Main Operating Operating
Company Register Total assets Net Assets Net profit
Type Industries products revenue profit
name capital (RMB) (RMB) (RMB)
or service (RMB) (RMB)
Wuxi Weifu Post-proce
Leader ssing RMB
Subsidi Automobil 918,694,47 103,504,5 96,278,532.9
Catalytic system 502,596,3 1,200,975,592.77 827,883,869.51
ary e parts 8.43 98.80 4
Converter production 00
Co., Ltd. s
Nanjing Fuel RMB
Subsidi Automobil 947,555,88 211,712,8 186,406,750.
Weifu injection 346,286,8 1,182,230,849.16 739,365,899.80
ary e parts 9.58 37.87 15
Jinning Co., system 00
22
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Ltd. production
s
Bosch Fuel
Joint-st
Automobile injection
ock Automobil $ 200 3,281,537,572. 4,038,152,4 546,243,2 459,599,504.
Diesel system 5,021,618,198.00
compa e parts million 00 95.00 37.00 00
System Co., production
ny
Ltd. s
Zhonglian Joint-st Petrol
RMB
Automobile ock Automobil system 1,869,420,319. 245,868,96 790,272,4 798,242,961.
600,620,0 1,888,422,971.27
Electronic compa e parts production 38 4.79 16.93 60
00
Co., Ltd. ny s
Notes of main subsidiaries and stock-jointly companies
Bosch Automobile Diesel System Co., Ltd. gained net profit RMB 0.46 billion in 2012,decreasing 38.67% than RMB 0.75 billion in
2011,mainly because the market requirement of commercial vehicles decreased and the market of heavy duty trucks depressed.
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
5. The significant progress of non-raised proceeds investment
In 10 thousand yuan
Accumulation of
Total investment Investment amount actual investment Progress of the Earnings of the
Name of the project
amount in the annual amount ended of the project project
period-end
Total 0 0 0 -- --
Statement of the significant progress of non-raised proceeds investment
VII.Special purpose vehicle under the control of company
The company has no special purpose vehicle under the control of company
VIII. Prospects on future development
The Company operates business in auto components industry, producing and selling fuel injection system product,
auto post-processing system products and auto intake system products.
1. Industry competition layout and development trend
The implementation of national IV emission regulations will promote enhancement of technology level of auto
core components. The development of the industry will face division.
Benefits from reform, talent and urbanization will give strong support for continued, healthy and stable
development of the PRC economy, and promote steady development of auto indusry. Urbanization has been
regarded as the important engine determining the future development and city group constitutes the important
content of new urbanization. Development of city group requires increasing investment in urban rail traffic and
infrastructure construction, so as to provide new opportunies for development of engineer machine, heavy truck
and passenger bus markets. As to auto industry, the focus will transfer to quality instead of scale.
2. Operation plan for 2013
The macro economy continues to be complicated in 2013, with slow growth in general. accordingly, we will
manage to make breakthrough, consolidate the established market, strictly control risks, actively promote strategic
structure adjustment, hold every opportunity to develop, continue to improve its competitiveness and continue to
implement its strategic development target. The working focuses will be as follows in 2013: strengthen internal
23
无锡威孚高科技集团股份有限公司 2012 年度报告全文
risk control, establish sound early warning system; strengthen internal system management, consolidate
development basis, continue to promote development; emphasize on high efficiency and cost reduction, enhance
cost control ability, raise core competitiveness; improve quality management and product quality, continue to
increase quality control; consolidate existing market, explore new market and strive to make breakthrough in
product and market strategy; take advantage of finance leverage and increase capital benefits.
3. Development strategy
To actively develop fuel injection system products, auto post-processing system products and engine intake
system (supercharger) meeting the requirements of the national energy-saving and emission-reduction regulations.
To hold independent development and external cooperation as the basic principles to realize future development
strategy. To consolidate foundation, improve quality, expand market, strengthen actions and control risks based on
the working principles of “pursuit for practice and efficiency”. Manage to realize the target of being the leader in
domestic automobile (power engineering) core components field.
4. Potential risks in 2013
The auto industry faces difficulty from energy, environment and heavy traffic after ten years rapid development ,
which leads to stable development from the original rapid development as to the growth pattern of PRC
automobile industry. Factors such as the domestic and overseas macro economic environment, auto industry
policies, national emission standard level IV will bring great affects to the development of the Company.
IX.Explanation of the Board of Directors on the “Qualified Opinion” of the report made by
the CPAs
Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. carried out standard unqualified audit opinion for the company.
X.Explanation on changes of accounting policy, accounting estimation and settlement method
compared with the last year’s financial report
Compared with last year’s financial report, accounting policy, accounting estimation and settlement method has no changes.
XI. Particular about major accounting errors correction that needs retroactive re-statement
in reporting period
No major accounting errors correction occurred in reporting period.
XII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
Compare with last year’s financial report consolidation statement’s scope, one combined unit was decreased.
Weifu Jida had cancelled in September 2011. Weifu Jida’s income statement and cash flow statement from the
beginning of last period to cancellation date included to consolidation financial statement’s scope.
XIII. Profit and dividend distribution
Establishment, implementation or adjustment of profit distribution policy espectially the cash dividend policy during the reporting
period
In August, the Company made further detailed provision in respect of the clauses concrning cash dividend in the
Articles of Association according to the Notice on Further Implementation of Cash Dividend of Listed Company
(ZJF(2012)No.37) issued by the CSRC and the Notice on Further Implementation of Relevant Requirements for
Cash Dividend of Listed Company issued by the securities regulatory bureau of Jiangsu based on its actual
conditions. In detail, the Company expressly determined the dividend proportion and decision making system,
which were considered and approved at the 5th meeting of the 7th board and the 2nd extraordinary general
meeting of 2012. the Company will follow the relevant provisions of the Articles of Association to execute profit
distribution policy wih independent opinions issued by independent directors, so as to make sure the minority
24
无锡威孚高科技集团股份有限公司 2012 年度报告全文
shareholders have opportunity to express opinions and raise demands, thus to protect the legal interests of its
shareholders, especially the minority shareholders. the profit distribution plan of the Company in the reporting
period accorded with the relevant provisions as set out in the Articles of Association.
The profit distribution plan and capitalization of capital reserve plan of the Company in the reporting period accorded with the
relevant provisions as set out in the Articles of Association.
The profit distribution plan and capitalization of capital reserve plan of the Company for the last three years (reporting period
included)
The profit distribution plan for 2010: based on the total share capital of 567275995 shares as at the end of 2010,
distribute cash dividend of RMB4.35 (tax included) for every 10 shares, and no capitalization of capital reserve.
The plan has been implemented completely in August 2011.
The profit distribution plan for 2011: based on the total share capital of 680133995 shares as at the end of 2011,
distribute cash dividend of RMB3 (tax included) for every 10 shares, and no capitalization of capital reserve. The
plan has been implemented completely in July 2012.
The profit distribution plan for 2012: 、Based on the total number of issued stock ,which is 680.133995 million ,as
of Dec 31,2012，Cash bonus of RMB 3 （tax inclusive）and 5 bonus stock(tax inclusive) per 10 stocks shall be
paid to the shareholders.No capital reserve shall be converted into the registered capital and the remaining
undistributed profits shall be incorporated into the next accounting year’s profits。The plan has been considered
and approved by the board, waiting for approval from the general meeting.
Cash dividend in latest three years
Unit: RMB
Net profit attributable to Ratio in net profit attributable to
Amount for cash bonus (tax shareholders of listed company shareholders of listed company
Year for bonus shares
included) in consolidation statement for contained in consolidation
bonus year statement (%)
2012 204,040,198.50 889,326,939.46 22.94%
2011 204,040,198.50 1,204,617,075.56 16.94%
2010 246,765,057.83 1,340,291,115.79 18.41%
The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend
proposed
□ Applicable √ Not applicable
XIV. Social responsibility
More details of the company “social responsibility report 2012” could be found in Juchao Website, the identifiable information
disclosure website by Shenzhen Stock Exchange. (www.cninfo.com.cn)
XV. In the report period, reception of research, communication and interview
Contents discussed and material
Time Place Way Type Reception
provided
Conference room of the China Merchants
2012-03-02 Spot research Institution Analysis of the market in 2012
Company Securities
Conference room of the Institution CITIC Securities, Ping An
2012-03-07 Spot research Analysis of the market in 2012
Company Securities
25
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Conference room of the Institution
2012-05-13 Spot research Guotai Junan Securities Analysis of the market in 2012
Company
Conference room of the Institution CITIC Securities, Ping An
2012-05-23 Spot research Analysis of the market in 2012
Company Securities
Conference room of the Institution
2012-07-13 Spot research Minsheng Securities Analysis of the market in 2012
Company
Conference room of the
2012-07-16 Spot research Institution Guodu Securities Analysis of the market in 2012
Company
26
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section V. Important Events
I. Significant lawsuits and arbitrations of the Company
□ Applicable √ Not applicable
No lawsuit or arbitration of the company in the annual.
Questioned from media
□ Applicable √ Not applicable
No media questioned for the Company in reporting period
II. Non-operational fund occupation of the listed company from controlling shareholder and
its related parties
Total
Amount at Amount amount Amount at Estimated
Date for
Shareholder period-begin newly-increased repaid in period-end Estimated repaid
Occupati payment
or related Reasons (in 10 in reporting reporting (in 10 repayment amount (in
on date estimated
person thousand period (in 10 period (in thousand way 10 thousand
(month)
yuan) thousand yuan) 10 thousand yuan) yuan)
yuan)
Total 0 0 0 0 -- 0 --
Ratio of total amount at
period-end in net assets at 0%
period-end (%)
III. Bankruptcy reorganization
No bankruptcy reorganization of the Company
27
无锡威孚高科技集团股份有限公司 2012 年度报告全文
IV.Trade of assets
1. Purchase of assets
Net profit Net profit
contributed to the contributed to the
listed company listed company Ratio of net
from the purchase from the begin to profit
The other Purchase
date to the end of the end of the contributed to Related The related
party of price(10 The progress Date of
Assets purchased the report report period( 10 listed transaction relationship(applicable Index of disclosure
transaction or thousand Situation disclosure
period( 10 thousand thousand yuan) company in or not for related transaction)
final controller yuan)
yuan) (applicable (applicable for total net profit
for enterprise enterprise merger (%)
merger under the under the common
uncommon control) control)
Wuxi Industry 1.5% equity of
Ownership has “Semi-Annual Report
Development Bosch Automobile
20,628.9 transferred in 0.43% Yes Substantialshareholder 2012-08-29 of 2012” published on
Group Co., Diesel System Co.,
total Juchao Website
Ltd Ltd hold
1% equity of
ROBERT Ownership has “Semi-Annual Report
Bosch Automobile
BOSCH 13,752.6 transferred in 0.29% Yes 2nd largest shareholder 2012-08-29 of 2012” published on
Diesel System Co.,
GMBH( total Juchao Website
Ltd hold
The exclusive right Transfer
to use ” 锡字 amount RMB
”Trademark of
brand” was owned 15,155,700
substantial
Wuxi Industry by Industry Group, was paid in
shareholder transfer
Development (trade mark advance to
1,615.57 Yes Substantialshareholder 2012-12-05 and related
Group Co., license: No. Industry
transaction”(No.:
Ltd 225109) and Group,
2012-046) published
exclusive use right relevant
on Juchao Website
of 42 pieces of procedure still
figurative mark in process
Acquisition of assets
28
无锡威孚高科技集团股份有限公司 2012 年度报告全文
As approved at the 2nd extraordinary general meeting held on 24 December 2010, the Company issued shares to its substantial shareholders Wuxi Industry Development Group Co., Ltd. and
ROBERT BOSCH GMBH by non-public offering. On 21 January 2012, the CSRC issued the approval on Non-public Offering by Weifu High-technology Group Co., Ltd.
(ZJXK(2012)No.109), to approve the Company issue new shares not exceeding 112,858,000 by non-public offering. The investment project with the proceeds raised in the non-public offering
was to acquire the 1.5% equity of RBCD held by Wuxi Industry Development Group Co., Ltd. and the 1% equity of RBCD held by ROBERT BOSCH GMBH. The purpose of this equity
acquisition: to solve the related investment with Industry Group; to increase close cooperation with RBCD by increasing the shareholding in RBCD, thus to promise continued stable
development and enhancement of profitability of the Company.
The Company held the 8th meeting of the 7th board on 3 December 2012, to consider and approve the proposal that the Company intended to acquire the “Xizipai” trademark license (the
trademark registration No. 225109) and 42 graph trademarks licenses held by Industry Group with the evaluation price of RMB16, 155,700. the purpose of this related transaction of the
Company was to change the existing situation that the trademarks under “Xizipai” series were separated with its products, to determine clear relation in respect of trademark property, thus to
keep the completeness and independence of its assets. The Company improved its ability of continued operation, benefitial for its long term stable development.
2. Sales of assets
Net profit
Ratio of net
contributed to
profit
the listed Assets
The other Trading contributed Credit and
Company from Gains/losses rights
party of price (in by the sold Explanation Related The related liability
Sales the begin of from sales (in concerned Date of Index of
transaction or Assets sold 10 assets for on price transaction relationship(applicable concerned
date the reporting 10 thousand transferred disclosure disclosure
final thousand listed setting or not for related transaction) shifted
to the sales yuan)) ownership
controller yuan)) company in fully or not
date(in 10 fully or not
total profit
thousand
(%)
yuan))
Equityof
Wuxi Industry Wuxi
Development Venture Assessment Not
2012-9-14 397.62 97.62 Yes Substantial shareholder Yes Yes
Group Co., Capital price applicable
Ltd GroupCo.,
Ltd.
Overview of assets sold
3. Enterprise merger
In the reporting, the company has no enterprise merger.
V.Implementation of the company’s equity incentive and the effects
29
无锡威孚高科技集团股份有限公司 2012 年度报告全文
No equity incentive plan formulated and implemented by the Company.
VI. Significant related transaction
1. Related transaction connected to routine operations
Related Proportion in
Related Related Related Related
Related transaction the amount of
Related Pricingprincip transaction Marke Date of
transaction relationship
transaction transaction transaction amount (in 10 the same Index of disclosure
al thousand transaction settlement t price disclosure
parties type content price
yuan) (%) mode
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Procurement of
Precision (No.: 2012-027) and
Associated merchandise Procurement According to 2012-04-
Machinery Market price 7,341.94 2.6% “Resolution Notice of Annual
company and receiving of goods the contract 18
Manufacturing Shareholders Genral Meeting
labor service
Co., Ltd. of 2011” published on Juchao
Website
”Prediction of Daily Related
Associated
Transaction for year of 2012”
company, Procurement of
(No.: 2012-027) and
Bosch Diesel controlling merchandise Procurement According to 2012-04-
Market price 15,370.97 5.43% “Resolution Notice of Annual
System subsidiary of and receiving of goods the contract 18
Shareholders Genral Meeting
German Bosch labor service
of 2011” published on Juchao
Company
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Procurement of
Environment Joint venture (No.: 2012-027) and
merchandise Procurement According to 2012-04-
Protection of Weifu Market price 51,543.21 18.25% “Resolution Notice of Annual
and receiving of goods the contract 18
Catalyst Leader Shareholders Genral Meeting
labor service
Co.,Ltd. of 2011” published on Juchao
Website
Wuxi Procurement of 2012-04- ”Prediction of Daily Related
Procurement According to
Weifu-Autoca Joint venture merchandise Market price 1,527.91 0.54% Transaction for year of 2012”
of goods the contract 18
m Fine and receiving (No.: 2012-027) and
30
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Machinery Co. labor service “Resolution Notice of Annual
LTD Shareholders Genral Meeting
of 2011” published on Juchao
Website
”Prediction of Daily Related
Transaction for year of 2012”
Procurement of
second largest (No.: 2012-027) and
German Bosch merchandise Procurement According to 2012-04-
shareholder of Market price 3,573.01 1.27% “Resolution Notice of Annual
Company and receiving of goods the contract 18
the Company Shareholders Genral Meeting
labor service
of 2011” published on Juchao
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Precision (No.: 2012-027) and
Associated Sales of According to 2012-04-
Machinery Sales of goods Market price 1,619.97 0.32% “Resolution Notice of Annual
company goods the contract 18
Manufacturing Shareholders Genral Meeting
Co., Ltd. of 2011” published on Juchao
Website
”Prediction of Daily Related
Associated
Transaction for year of 2012”
company,
(No.: 2012-027) and
Bosch Diesel Controlling Sales of According to 2012-04-
Sales of goods Market price 32,167.83 6.41% “Resolution Notice of Annual
System subsidiaryof goods the contract 18
Shareholders Genral Meeting
German Bosch
of 2011” published on Juchao
Company
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Environment Joint venture (No.: 2012-027) and
Sales of According to 2012-04-
Protection company of Sales of goods Market price 954.9 0.19% “Resolution Notice of Annual
goods the contract 18
Catalyst Weifu Leader Shareholders Genral Meeting
Co.,Ltd. of 2011” published on Juchao
Website
Wuxi ”Prediction of Daily Related
Weifu-Autoca Transaction for year of 2012”
Joint venture Sales of According to 2012-04-
m Fine Sales of goods Market price 310.49 0.06% (No.: 2012-027) and
company goods the contract 18
Machinery Co. “Resolution Notice of Annual
LTD Shareholders Genral Meeting
31
无锡威孚高科技集团股份有限公司 2012 年度报告全文
of 2011” published on Juchao
Website
”Prediction of Daily Related
Transaction for year of 2012”
second largest (No.: 2012-027) and
German Bosch Sales of According to 2012-04-
shareholder of Sales of goods Market price 1,489.89 0.3% “Resolution Notice of Annual
Company goods the contract 18
the Company Shareholders Genral Meeting
of 2011” published on Juchao
Website
”Prediction of Daily Related
Associated
Transaction for year of 2012”
company, Technology
(No.: 2012-027) and
Bosch Diesel Controlling service According to 2012-04-
Other 681.77 “Resolution Notice of Annual
System subsidiaryof charge the contract 18
Shareholders Genral Meeting
German Bosch payable
of 2011” published on Juchao
Company
Website
”Prediction of Daily Related
Wuxi Transaction for year of 2012”
Weifu-Autoca (No.: 2012-027) and
Joint venture Rental According to 2012-04-
m Fine Other 172.24 “Resolution Notice of Annual
company receivable the contract 18
Machinery Co. Shareholders Genral Meeting
LTD of 2011” published on Juchao
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Environment Joint venture (No.: 2012-027) and
Rental According to 2012-04-
Protection of Weifu Other 186.1 “Resolution Notice of Annual
receivable the contract 18
Catalyst Leader Shareholders Genral Meeting
Co.,Ltd. of 2011” published on Juchao
Website
”Prediction of Daily Related
Wuxi Weifu Transaction for year of 2012”
Environment Joint venture (No.: 2012-027) and
Sales of fixed According to 2012-04-
Protection of Weifu Other 37.65 “Resolution Notice of Annual
assets the contract 18
Catalyst Leader Shareholders Genral Meeting
Co.,Ltd. of 2011” published on Juchao
Website
32
无锡威孚高科技集团股份有限公司 2012 年度报告全文
”Prediction of Daily Related
Transaction for year of 2012”
Substantial Land and (No.: 2012-027) and
Wuxi Industry According to 2012-04-
shareholder of Other trademark fee 626.15 “Resolution Notice of Annual
Group the contract 18
the Company payable Shareholders Genral Meeting
of 2011” published on Juchao
Website
”Prediction of Daily Related
Transaction for year of 2012”
2nd-largest (No.: 2012-027) and
German Bosch Technology According to 2012-04-
shareholder of Other 1,793.05 “Resolution Notice of Annual
Company royalties paid the contract 18
the Company Shareholders Genral Meeting
of 2011” published on Juchao
Website
Total 119,397.08 35.37% -- -- --
The above mentioned related transactions are the necessary trading which closely concerned with
Necessity and sustainable of related transaction as well as reasons of related transaction with daily opration of the Company, Borad of the Company guarantee the above mentioned
related parties(not with other marketing dealers) excercising in a fair value pricing and reasonable paymen/receive condition from point of
protecting interest of investors, no interest of the listed company injured.
Influence on independence of listed company from related transaction Shows no influence on independence of the Company
The total amount from daily related transaction in reporting period still in the predicted amount
Report the actual implementation of the normal related transactions which were projected
that approved in Annual Shareholders’ Genral Meeting of 2011, the predicted amount of daily
about their total amount by types during the reporting period(if applicable)
related transactions for year of 2012 at year-begin amounting as RMB 2,273,500,000 in total.
2. Related transaction incurred by purchase or sales of assets
Assessment
Book value Income
value of Market fair Clearing
Type of Content of of assets Transfer price from assets
Pricing assets value (10 form for Disclosure Index of
Related party Relationship related related transfer (10 (10 thousand transfer (10
principle transfer (10 thousand related date disclosure
transaction transaction thousand yuan) thousand
thousand yuan) transaction
yuan) yuan)
yuan)
Wuxi 1.5% equity of
”Semi-annual
Industry Bosch
Substantial Equity Appraisal According to report of 2012”
Development Automobile 4,373.28 20,628.9 20,628.9 20,628.9 445.89 2012-08-29
shareholder acquisition value agreement published on
Group Co., Diesel System
Juchao Website
Ltd Co., Ltd hold
33
无锡威孚高科技集团股份有限公司 2012 年度报告全文
1% equity of
”Semi-annual
ROBERT Second Bosch
Equity Appraisal According to report of 2012”
BOSCH largest Automobile 2,915.52 13,752.6 13,752.6 13,752.6 297.26 2012-08-29
acquisition value agreement published on
GMBH shareholder Diesel System
Juchao Website
Co., Ltd hold
The exclusive
right to use ”
”Trademark of
锡字 brand”
substantial
was owned by
Wuxi shareholder
Industry
Industry transfer and
Substantial Assets Group, (trade Appraisal Appraisal
Development 0 1,615.57 1,615.57 1,615.57 2012-12-05 related
shareholder acquisition mark license: value value
Group Co., transaction”(No.
No. 225109)
Ltd : 2012-046)
and exclusive
published on
use right of 42
Juchao Website
pieces of
figurative mark
Wuxi
Industry Equity of Wuxi
Substantial Appraisal Appraisal
Development Equity sold Venture Capital 300 397.62 397.62 397.62 97.62 Not applicable
shareholder value value
Group Co., GroupCo., Ltd.
Ltd
Reason of major difference between the transfer price and book value or assessed value Income approach predicted enterprise’s value based on profitability of the enterprise
Firstly, solved the related investment with Industry Group; secondly, strengthen close
Influence on the operation results and financial status of the Company cooperation with RBCD by higering equity ratio RBCD, promote the sustainable development
of the Company and enhance profitability of the Company
34
无锡威孚高科技集团股份有限公司 2012 年度报告全文
3. Significant related transaction from jointly investment outside
Total assets Net assets of Net profit of
Register
Main business of invested invested invested
Same Pricing Enterprise capital of
Relationship of invested enterprise(10 enterprise(10 enterprise(10
investors principle invested invested
enterprise thousand thousand thousand
enterprise
yuan) yuan) yuan)
4. Credits and liability of related party
Whether have non-operation related liabilities and credits relations or not
□Yes √No
Whether has
Balance at Amount in Balance at
non-operation
Reasons for period-begin this period(10 period-end
Related party Relationship Type fund
occurring (10 thousand thousand (10 thousand
occupation or
yuan) yuan) yuan)
not
5. Other significant related transactions
Nil
Inquiry of disclosure website for relevant interim reports of material related transaction
Notice name Dated for disclosed Website for interim report disclosed
VII. Significant contracts and its implementation
1. Trusteeship, contracting and lease
(1) Trusteeship
Explanation on trust
In reporting period, the Company has no trusteeship event occrueed, and either trusteeship occurred in previous period and last to this
reproting period
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(2) Contract
Explanation on contract
In reporting period, the Company has no contract occrueed, and either contract occurred in previous period and last to this reproting
period
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(3) Lease
Explanation on lease
In reporting period, the Company has no lease occrueed, and either lease occurred in previous period and last to this reproting period
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
2. Guarantees
In ten thousand yuan
35
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)
Guarante
Related
e for
Announcem Actual date of Actual Complete
Name of the Guarantee Guarantee Guarantee related
ent happening (Date of guarantee implementatio
Company guaranteed limit type term party
disclosure signing agreement) limit n or not
(Yes or
date
no)
Guarantee of the Company for the subsidiaries
Guarante
Related
e for
Announcem Actual date of Actual Complete
Name of the Guarantee Guarantee Guarantee related
ent happening (Date of guarantee implementatio
Company guaranteed limit type term party
disclosure signing agreement) limit n or not
(Yes or
date
no)
Total amount of guarantee of the Company( total of two abovementioned guarantee)
Including:
Explanation on guarantee with composite way
The Company has no guarantee occurred in reporting period
(1) Guarantee provided against regulations
In 10 thousand yuan
Amount
Amount guarantee
Predicted
guarantee Ratio in against Ratio in
Relationsh amount Predicted
against net assets regulation net Predicted
Guarantee ip with Guarantee Guarantee relieve (in date
regulation at ended before assets at methods to
name listed type term 10 relieve(mo
(in 10 period-end annual report period-e relieve
company thousand nth)
thousand (%) (in 10 nd (%)
yuan)
yuan) thousand
yuan)
Total 0 0% -- -- 0 0% -- -- --
3. Other significant contract
Appraisal
Book
value for
value of
assets
amount Base date Trading Whether Implement
Company involved
Name of involved Appraisal of assets price (in constitute ation
entered in Pricing Related
counterpar in contract agency (if evaluation 10 related ended as
into a contract(in principle relationship
t (in 10 applicable) (if thousand transaction reporting
contract 10
thousand applicable) yuan) or not period
thousand
yuan) (if
yuan) (if
applicable)
applicable)
36
无锡威孚高科技集团股份有限公司 2012 年度报告全文
VIII. Implementation of commitments
1. Commitments from the Company or shareholders (with over 5% shares held) in or continued to
reporting period
Dated for Commit
Commitment
Commitments Contents commitme ment Implementation
party
nt term
Non-circulating shares of Weifu Hi-tech held by Weifu
Group could not listed or transferred within 60 months
since possessing of listing right. After the expiry of the
commitment period, original non-circulating shares
The commitment
Wuxi Industry would be listed for sale in Shenzhen Stock Exchange,
was being
Share Merger Development the proportion of sales volume to total share equity of 2006-04-0
fulfilled without
Reform Group Co., Weifu Hi-tech could not exceed 5% within 12 months 5
holdings-reducin
Ltd as well as 10% within 24 months, and sales price ought
g shares.
not to less than RMB 10 per share (the lowest
impairment price of shares holding would be calculated
ex-right at the same time if share price ought to ex-right
according to regulation).
Commitments in
report of acquisition
or equity change
Commitments in
assets reorganization
Wuxi Industry
The privately offering of the Company totally issue
Development
Commitments in 112,858,000 A-shares to substantial shareholder Wuxi
Group Co.,
initial public Industry Group and foreign strategy investor ROBERT
Ltd and Implementing
offering or BOSCH GMBH. The above said shares are listed for
ROBERT
refinancing trading in Shenzhen Stock Exchange since 29 February
BOSCH
2012 with 36-month restriction
GMBH
In order to promote the listed company’s steady and
healthy development, fully mobilize senior executives
so as to ensure to combine the interests of the
other commitments Wuxi Industry governance and shareholders of the Company, Weifu
Implemented
to minority Development Industry Group committed: after Weifu High-tech 2006-04-0
after related
shareholders of the Group Co., finishing Share Merger Reform, under related 5
policy released
Company Ltd regulations of the state and Wuxi government in terms
of governance encouragement system of listed
company, the Group would the stock incentive plan for
management level of Weifu High-tech.
Completed on time
Yes
or not
Detail reasons for
un-complement and Not-applicable
further plan
Whether made a
promise to
horizontal
No
competition and
related transactions
that resulted or not
37
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Solution term
Not-applicable
promised
Solution way Not-applicable
Complementation Implementing
2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
Forecast Actual Reasons failure
Assets or Disclosure date Index of
Date starting Date ended for performance performance to reached
project owes for original original
for forecast forecast currently (in 10 currently (in 10 forecast (if
profit forecast forecast forecast
thousand yuan) thousand yuan) applicable)
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Jiangsu Gongzheng Tianye CPA Co., Ltd.
Remuneration for domestic accounting firm (in 10 thousand yuan) 150
Continuous life of auditing service for foreign accounting firm 21 years
Name of domestic CPA Bo Lingjing, Liu Darong
Whether re-appointed accounting firms in this period or not
□ Yes √ No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □Not applicable
Being deliberated in Annual Shareholders General Meeting of 2011, Jiangsu Gongzheng Tianye CPA Co., Ltd.
was appointed as audit accounting firm for internal control of the Company for year of 2012. For supervision
needs of targeted placement of 2012, Everbright Securities Co., Ltd. was the sponsor of the Company for duty of
continues supervison.
X. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Qualified Opinion” from the CPA
Not applicable
XI. Penalty and rectification
Type of
Conclusion Index of
Name Type Reasons investigation and Disclosure date
(if applicable) disclosure
penalty
Explanation on rectification
Particular about directors, supervisors, senior executives and shareholders with over 5% shares held suspected illegal dealings of the
stock of the Company and earnings of illegal dealings taken back by the Company that disclosed
□Applicable √ Not applicable
38
无锡威孚高科技集团股份有限公司 2012 年度报告全文
XII. Suspension and delisting after disclosure of annual report
Not applicable
XIII. Other material events
Nil
XIV. Significant events of the subsidiaries
Nil
XV. Corporate bond offering
Nil
39
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Shares
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitaliz
Proportion New shares Bonus ation of Proport
Amount Others Subtotal Amount
(%) issued shares public ion (%)
reserve
I. Restricted shares 71,708,575 12.64% 112,858,000 -28,380,359 84,477,641 156,186,216 22.96%
2. State-owned
71,658,199 12.63% 36,017,600 -28,363,800 7,653,800 79,311,999 11.66%
corporate shares
4. Foreign shares 76,840,400 76,840,400 76,840,400 11.3%
Including: Foreign
76,840,400 76,840,400 76,840,400 11.3%
corporate shares
5. Senior executives’
50,376 0.01% -16,559 -16,559 33,817 0.01%
shares
II. Unrestricted shares 495,567,420 87.36% 28,380,359 28,380,359 523,947,779 77.04%
1. RMB Ordinary shares 380,647,420 67.1% 28,380,359 28,380,359 409,027,779 60.14%
2. Domestically listed
114,920,000 20.26% 114,920,000 16.9%
foreign shares
III. Total shares 567,275,995 100% 112,858,000 112,858,000 680,133,995 100%
Reasons for share changed
On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY
GROUP CO.,LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total.
Approval of share changed
√Applicable □Not applicable
On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY
GROUP CO.,LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total.
Ownership transfer of share changed
The privately offering of the Company totally issue 112,858,000 shares to two objects Wuxi Industry Development Group Co., Ltd.
and ROBERT BOSCH GMBH (German Robert Bosch Co., Ltd.), the shares have completed registration and trusteeship procedures
in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on 17 February 2012. The above said shares
are listed for trading in Shenzhen Stock Exchange since 29 February 2012 with 36-month restriction; listing date predicted as 1
March 2015 (postpone for non-trading day).
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
√Applicable □ Not applicable
Share capital of the Company increase to 680,133,995 shares from 567,275,995 shares after privately offering.
As at end of reporting period, EPS diluted to 1.34 yuan from 1.57 yuan due to the privately offering; net assets per share increase to
12.73 yuan from 10.23 yuan.
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
Nil
40
无锡威孚高科技集团股份有限公司 2012 年度报告全文
II. Security offering and listing
1. Previous security offering in latest three years at period-end
Numbers
Stock/derivative Offering price (or Circulation End of trading
Offering date Listing date approved for
securities interest rate) number date
trading
Stock
Privately offering 2012-02-07 25.395 112,858,000 2012-02-29 112,858,000
Convertible corporate bond, separably-traded convertible bond and corporate bonds
Warrant
Explanation on security offering in previous three years
On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering of WEIFU HIGH-TECHNOLOGY
GROUP CO.,LTD” (ZJXK [2012] No.109), the Company offering no more than 112,858,000 new shares in total.
The privately offering of the Company totally issue 112,858,000 shares to two objects with offering price of 25.395 yuan per share
for 2866.0289 million yuan collected. The above said shares are listed for trading in Shenzhen Stock Exchange since 29 February
2012 with 36-month restriction; listing date predicted as 1 March 2015.
2. Explanation on changes of total shares and shareholders structure as well as changes of structure of
assets and liability
(1) New 112,858,000 shares increased after privately offering, share capital of the Company increase to 680,133,995 shares currently
from original 567,275,995 shares before offering.
(2) After offering, net assets of the Company gains a sharply growth while asset-liability ratio declined correspondingly; quality of
the assets improve along with the solvency upgrade, which enhancing the development speed of the Company.
3. Existing internal staff shares
Offering date of internal staff Circulation numbers of internal staff
Offering price for internal staff shares(RMB)
shares shares(Share)
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
Unit: Share
th
Total shareholders ended as the 5 trading day before
Total shareholders in reporting period 28,446 28693
annual report disclosed
Particulars about shares held above 5% by shareholders
Total Number of share
Proportion Amount of Amount of pledged/frozen
Nature of shareholders Changes in
Full name of Shareholders of shares restrict un-restrict
shareholder at the end of report period State of
held (%) shares held shares held Amount
report period share
Wuxi Industry
State-owned
Development Group Co., 20% 136,039,599 36017600 79,311,999 56,727,600
corporate
Ltd
Foreign
ROBERT BOSCH GMBH 14% 95,227,600 76840400 76,840,400 18,387,200
corporate
China Construction Bank Domestic
－Fuguo Tianbo non-state-o 2.83% 19,229,260 19,229,260
Innovation Theme Stock wned
41
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Securities Investment corporate
Fund
Foreign
GAOLING FUND,L.P. 1.85% 12,555,715 12,555,715
corporate
Domestic
CCB—Yinhua Core Value
non-state-o
Selected Securities 1.56% 10,600,399 10,600,399
wned
Investment Fund
corporate
China Construction Bank Domestic
– China Advantage non-state-o
1.42% 9,681,020 9,681,020
Growth Stock Securities wned
Investment Fund corporate
DRAGON BILLION Foreign
1.37% 9,298,922 9,298,922
CHINA MASTER FUND corporate
GUOTAI JUNAN
Foreign
SECURITIES(HONGKO 1.35% 9,165,855 9,165,855
corporate
NG) LIMITED
Domestic
ABC- Changsheng
non-state-o
Tongde Theme Growth 1.29% 8,800,906 8,800,906
wned
Stock Fund
corporate
Domestic
BOCOM—Fullgoal
non-state-o
Tianyi Value Security 1.16% 7,868,490 7,868,490
wned
Investment Fund
corporate
On 21 January 2012, being approved by CSRC “Approval of Reply on Privately Offering
of WEIFU HIGH-TECHNOLOGY GROUP CO.,LTD” (ZJXK [2012] No.109), the
Company offering no more than 112,858,000 new shares in total. Among the shares,
36017600 shares offering to substantial shareholder Wuxi Industry Development Group
Strategy investors or general corporate Co., Ltd while 76840400 shares offering to strategy investor ROBERT BOSCH GMBH;
comes to top 10 shareholdes by rights the shares have completed registration and trusteeship procedures in Shenzhen Branch of
issued (if applicable) China Securities Depository and Clearing Corporation Limited on 17 February 2012. The
above said shares are listed for trading in Shenzhen Stock Exchange since 29 February
2012 with 36-month restriction; listing date predicted as 1 March 2015 (postpone for
non-trading day).
Among the top ten shareholders, the Company knew there has no associated relationship
between Wuxi Industry Development Croup Co., Ltd., the substantial shareholderr of the
Company, and other shareholders; and they do not belong to the consistent actionist
Explanation on associated relationship
regulated by the Management Measure of Information Disclosure on Change of
among the aforesaid shareholders
Shareholding for Listed Company. Fullgoal Tianbo Innovation Theme Stock Securities
Investment Fund and Fullgoal Tianyi Value Securities Investment Fund shares same fund
manager – Fullgoal Fund Management Co., Ltd.
Particular about top ten shareholders with un-restrict shares held
Amount of un-restricted Type of shares
Shareholders’ name
shares held at year-end Type Amount
Wuxi Industry Development Group Co., Ltd 56,727,600 RMB common shares 56,727,600
China Construction Bank－Fuguo Tianbo Innovation
19,229,260 RMB common shares 19,229,260
Theme Stock Securities Investment Fund
ROBERT BOSCH GMBH 18,387,200 Domestically foreign shares 18,387,200
GAOLING FUND,L.P. 12,555,715 Domestically foreign shares 12,555,715
CCB—Yinhua Core Value Selected Securities Investment 10,600,399 RMB common shares 10,600,399
42
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Fund
China Construction Bank – China Advantage Growth Stock
9,681,020 RMB common shares 9,681,020
Securities Investment Fund
DRAGON BILLION CHINA MASTER FUND 9,298,922 Domestically foreign shares 9,298,922
GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 9,165,855 Domestically foreign shares 9,165,855
ABC- Changsheng Tongde Theme Growth Stock Fund 8,800,906 RMB common shares 8,800,906
BOC—Fullgoal Tianyi Value Security Investment Fund 7,868,490 RMB common shares 7,868,490
Among the top ten shareholders, the Company knew there has no
associated relationship between Wuxi Industry Development Croup
Co., Ltd., the substantial shareholderr of the Company, and other
Expiation on associated relationship or consistent actors shareholders; and they do not belong to the consistent actionist
within the top 10 un-restrict shareholders and between top regulated by the Management Measure of Information Disclosure on
10 un-restrict shareholders and top 10 shareholders Change of Shareholding for Listed Company. Fullgoal Tianbo
Innovation Theme Stock Securities Investment Fund and Fullgoal
Tianyi Value Securities Investment Fund shares same fund manager –
Fullgoal Fund Management Co., Ltd.
2. Controlling shareholder of the Company
Corporation
Legal
Date Organization
Controlling shareholder rep./person in Register capital Main business
established code
charge of unit
Authorizing the state-owned assets
operation within a certain areas,
investment management of significant
Wuxi Industry Development Jiang RMB
1995-10-05 13600265-4 project, investment and development of
Group Co., Ltd Guoxiong 3,432,673,241.46
manufacturing and services and venture
capital in high-tech achievement, entrust
enterprise and management
Operation result, financial
status, cash flow and future Not applicable
development strategy ect.
Equity of other
domestic/foreign listed
company with share
Substantial shareholder of the Company—Industry Group is the controlling shareholder of Wuxi Taiji
controlling and share
Industry Co., Ltd. (stock code: 600667)
participation by controlling
shareholder in reporting
period
Changes of controlling shareholder in reporting period
□ Applicable √ Not applicable
3. Actual controller of the Company
Corporation
Legal rep./person in Date Organization Register Main
Actual controller
charge of unit established code capital business
State-owned Assets Supervision & Administration
Commission of Wuxi Municipality of Jiangsu Province
43
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Operation result, financial status, cash flow and future
Not applicable
development strategy ect.
Equity of other domestic/foreign listed company
Not applicable
controlled by actual controller in reporting period
Changes of actual controllers reporting period
□Applicable √Not applicable
Property right and controlling relationship between the actual controller and the Company is as follow:
State-owned Assets Supervision & Administration
Commission of Wuxi Municipality of Jiangsu Province
100%
Wuxi Industry Development Croup Co., Ltd.
20%
Weifu High-Technology Group Co., Ltd.
Actual controller controlling the Company by entrust or other assets management
□Applicable √Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
Corporate Legal rep./person in Date Organization Register
Main business or management activity
shareholders charge of unit established code capital
Development, manufacture and sales of
automotive equipment and engine equipment;
engaged in electro-technical, electronic
technology, machinery manufacturing and
ROBERT Heiko Carrie, EUR 1,200 optical system as well as produce iron, metal
1886-11-15
BOSCH GMBH Bettina Holzwarth million and plastic products and similar commodity.
The company engaged in vary trading business
concerned with its business scope and
established relevant company concerned with
its business scope
IV. Share holding increasing plan proposed or implemented in reporting period from
shareholder of the Company and its concerted action person
Disclosure dated
Shareholder/conc Ratio of shares Ratio of shares
Shares holding Shares holding Initial disclosure for end of
erted action plans to increased actually increased
plans to increased actually increased date shareholding
person (%) (%)
increased
Explanation on others
44
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section VII. Particulars about Directors, Supervisors and Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares Shares
shares held shares held
Working Start dated of End date of held at held at
Title Sex Age in this in this
Name status office term office term period-beg period-end
period period
in (Share) (Share)
(Share) (Share)
Chen Currently
Chairman M 45 2012-03-07 2015-03-06 3,169 3,169
Xuejun in office
Vice
Wang Currently in
Chairman M 46 2012-03-07 2015-03-06 521 521
Xiaodong office
& GM
Rudolf Vice Currently in
M 55 2012-03-07 2015-03-06
Maier Chairman office
Ge Currently in
Director M 58 2012-03-07 2015-03-06 25,468 25,468
Songping office
Hua Currently in
Director 女 48 2012-03-07 2015-03-06
Wanrong office
Chen Currently in
Director M 51 2012-03-07 2015-03-06
Yudong office
Director,
Deputy
General
Currently in
Ou Jianbin Manager M 46 2012-03-07 2015-03-06
office
and
financing
Charger
Independe Currently in
Du Fangci M 68 2012-03-07 2015-03-06
nt Director office
Independe Currently in
Yu Xiaoli F 49 2012-03-07 2015-03-06
nt Director office
Independe Currently in
Xing Min M 58 2012-03-07 2015-03-06
nt Director office
Zhang Independe Currently in
M 48 2012-03-07 2015-03-06
Hongfa nt Director office
Chairman
of the
Shi Currently in
Supervisor M 50 2012-03-07 2015-03-06 1,782 1,782
Xingyuan office
y
Committee
Gao Currently in
Supervisor M 58 2012-03-07 2015-03-06 10,297 10,297
Guoyuan office
Currently in
Liu Jinjun Supervisor M 37 2012-03-07 2015-03-06
office
Miu Deputy
Currently in M 49 2012-03-07 2015-03-06
Yuming GM
45
无锡威孚高科技集团股份有限公司 2012 年度报告全文
office
Wang Deputy Currently in
M 57 2012-03-07 2015-03-06
Yawei GM office
Xu Deputy Currently in
M 41 2012-03-07 2015-03-06 2,000 2,000
Yunfeng GM office
Zhou Secretary Currently in
M 49 2012-03-07 2015-03-06 2,377 2,377
Weixing of Board office
Wang Former
Office leaving M 47 2012-03-07 2012-05-23 12,673
Weiliang Director
Former
Ma Huilan Independe Office leaving F 61 2008-06-12 2012-03-07
nt Director
Former
Chairman
Han of the
Office leaving M 61 2008-06-12 2012-03-07 11,405
Jiangming Supervisor
y
Committee
Yang Former
Office leaving M 60 2008-06-12 2012-03-07
Weiliang Supervisor
Former
Sun
Deputy Office leaving F 58 2008-06-12 2012-03-07
Qiangxian
GM
Total -- -- -- -- -- -- 69,692 0 0 45,614
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
Mr. Chen Xuejun, born in May 1967, a university background and a senior economists. He worked for the
Company in July of 1986. He has served as chairman of 4th and 5th Session of supervisory committee, deputy
chairman of 6th Session of the Board and General Manager of the Company. Now he serves as Director of Board
of Industry Gorup, substantial shareholder of the Company and also is the Chairman of 7th session of the Board
and secretary of Party Committee.
Mr. Wang Xiaodong, born in November 1966, a university graduate, MBA and senior engineer. He worked in the
Company in 1989 and has served successively as Division Chief of Products Development Department of the
Company, deputy GM of Bosch Automotive Diesel System Co., Ltd. and supervisor of 6th Session of Supervisory
Committee of the Company. Now he serves as deputy chariman of 7th session of the Board and GM of the
Company.
Mr. Rudolf Maier, born in October 1957, a German citizenship with a doctor degree. He has served successively
as chairman of commercial vehicle dept. diesel injection system, in German Bosch, chairman of German Bosch
Diesel System China, deputy chairman of Bosch Automobile Diesel and Director of 5th and 6th Session of the
Board. Now he serves as executive deputy chairman of techenology research of German Bosch Diesel System and
deputy Chairman of 7th session of the Board.
Mr. Ou Jianbin, born in June 1966, a senior collegel graduated and an accountant. He worked for the Company in
July 1987, and served as Director and deputy GM of Weifu Jinning, Deputy GM and GM of Weifu Leader. Now
he serves as Director of 7th session of the Board, standing deputy GM and CFO of the Company.
Mr. Ge Songping, born in November 1954, a senior college graduated and a senior accountant. He has served
successively as deputy GM of Industry Group, sbstantial shareholder of the Company and secretary of discipline
committee, Director of 5th and 6th Session of the Board. Now he serves as vice researcher of Industry Group,
sbstantial shareholder of the Company and Director of 7th session of the Board.
Ms. Hua Wanrong, born in September 1964, graduate from University and a senior accountant. She has served
46
无锡威孚高科技集团股份有限公司 2012 年度报告全文
successively as director of investment development dept. of Industry Group, substantial shareholder of the
Company; now she serves as director of fiancnial management dept. of Industry Group and Director of 7th session
of the Board of the Company.
Mr. Chen Yudong, born in September 1961, an America citizenship and a Doctor. He has served successively as
senior deputy president of petrol system dept. of German Bosch, who in charge of business in mainland China,
and also in charge of sales business of automobile products in China for German Bosch. Now he serves as
President of Bosch (China) Investment Ltd. and Director of 7th session of the Board of the Company.
Mr. Du Fangci, born in November 1944 and graduate from University, a senior engineer. He has served
successively as Division Chief of former Automobile Section of Machine Building Industry Ministry and Division
Chief of State Bureau of Machine Building Industry, independent director of 6th Session of the Board. Now he
serves as Consultant of China Association of Automobile Manufactures and Independent Director of 7th session of
the Board of the Company.
Ms. Yu Xiaoli, born in January 1963, doctor from Zhejiang University and a professor. She serves as teaching
assistant and professor/deputy professor in Zhejiang University since 1985; and served as independent director of
6th Session of the Board. Now she serves as Director of the institute of Zhejiang University Power Machinery and
Vehicular Engineering Institute, Chairman of Zhejiang Bozong Automobile Technology Co., Ltd., Indepenent Director
of Yinlun, Indepenent Director of Wanliyang and Independent Director of 7th session of the Board of the Company.
Mr. Xing Min, born in January 1954, graduate from University, MBA and a senior engineer. He has served
successively as vice chief of Bureau of Retired Veteran Cadres of Machinery Dept,, secretary of Party Committee
of Administration Division and deputy director, director of Labor Division, secretary of Party Committee of China
National Heavy Machinery Corporation (CHMC), GM and secretary of Party Committee of China National
Machine Tools Corporation (CNMTC). Now he serves as vice chairman and secretary-general of China Internal
Comnustion Engine Industry Association (CICEIA) and Independent Director of 7th session of the Board of the
Company.
Mr. Zhang Hongfa, born in September 1964, graduate from University, a senior accountant. He has worked in
Jiangsu Institute of Certified Public Accountants since 1998. Now he serves as deputy secretary and standing
director of Association, member of Expert Consultative Committee of Jiangsu Procuratorate, special auditor of
Jiangsu Audit Office, vice director of professional consultant committee and director of inspection committee of
Jiangsu Institute of CPA, Independent Director of Jiangsu Hongbao, Independent Director of Wiscom and
Independent Director of 7th session of the Board of the Company.
Mr. Shi Xingyua, born in May 1962, a postgraduate and senior engineer. He worked in the Company in July 1984. He
has served successively as director of GM office, GM assistant and deputy GM of the Company as well as director of
5th and 6th session of the Board, deputy secretary of party committee and chairman of labor union of the Company. Now
he serves as chariman of supervisory committee of 7th session of the Board, deputy secretary of party committee and
chairman of labor union of the Company.
Mr. Gao Guoyuan, born in March 1954, a senior college graduated, master degree and senior engineer. He worked
for the Company in 1970. and has served successively as GM assistant and Director of 4th, 5th, and 6th Session of
the Board and deputy GM of the Company. Now he serves as Supervisor of 7th session of Supervisory Committee.
Mr. Liu Jinjun, born in September 1975, graduate from University, a MSIE and engineer. He worked in the
Company in August 1995. He has served successively as Manager of H&R administrative and technology sales
manager of Weifu Auto Diesel. Now he serves as director of H&R and Supervisor of 7th session of Supervisory
Committee.
Mr. Miao Yuming, born in April 1963, a university background, MBA and senior engineer. He worked in the Company
in August 1983, and successively served as /director of sales dept. of the Company, assistant GM and deputy GM of the
Company. Now he serves as deputy GM of the Company and deputy GM of Boshc Automobile Diesel.
Mr. Wang Yawei, born in May 1955, postgraduate degree, chief senior engineer. He successively served as deputy
chief of production research institution of the Company, chief designer of technology center, chief engineer of the
Company and deputy GM as well as director of engineering technology institution. Now he serves as deputy GM and
47
无锡威孚高科技集团股份有限公司 2012 年度报告全文
director of Engineering and Technology Research Institute of the Company.
Mr. Xu Yunfeng, born in November 1971, graduate from University, a Master and engineer. He worked in the
Company in July 1994, and has successively served as vice director of product research institute of Technology
Center of the Company, Manager, assistant GM and GM of sales dept. of Weifu Automobile Diesel. Now he
serves as deputy GM of the Company.
Mr. Zhou Weixing, born in January 1963, graduate from University, a senior engineer. He worked in the Company
in 1985. He successively served as representative of security affairs, director of security office and secretary of the 5th
and 6th Session of the Board. Now he serves as secretary of the Board of 7th session of the Board.
Post-holding in shareholder’s unit
√Applicable □Not applicable
End date Weather receiving
Name of shareholder’s Start dated of
Name Position of office remuneration from
units office term
term shareholder’s units
ROBERT BOSCH Executive vice president of technology
Rudolf Maier 2011-01-01 Yes
GMBH research of Diesel System
Wuxi Industry
Ge Songping Development Group Co., Vice researchor 2011-12-01 Yes
Ltd
Wuxi Industry
Hua Wanrong Development Group Co., Director of financial management dept. 2011-12-01 Yes
Ltd
Bosch (China)
Chen Yudong President 2011-01-01 Yes
Investment Ltd.
Bosch Automobile Diesel
Miu Yuming Deputy GM 2012-03-01 Yes
System Co., Ltd
Post-holding in other unit
√Applicable □Not applicable
Start dated of End date of Weather receiving
Name Name of other units Position
office term office term remuneration from
other units
Du Fangci CAAM Consultant 2012-04-01 Yes
Zhejiang University Power
Yu Xiaoli Machinery and Vehicular Director 2000-01-01 Yes
Engineering Institute
Yu Xiaoli Zhejiang Yinlun Machinery Co., Ltd. Independent director 2011-07-21 2014-07-21 Yes
Zhejiang Wanliyang Transmission
Yu Xiaoli Independent director 2011-09-01 2014-08-31 Yes
Co., Ltd.
Zhejiang Bozong Automobile
Yu Xiaoli Chairman 2008-04-01 Yes
Technology Co., Ltd.
Vice chairman and
Xing Min CICEIA 2008-08-01 Yes
secretary
Jiangsu Institute of Certified Public Vice secretary and
Zhang Hongfa 1998-06-01 Yes
Accountants standing director
Zhang Hongfa Jiangsu Hongbao Hardware Co., Ltd. Independent director 2010-12-10 2013-12-09 Yes
Zhang Hongfa Wiscom System Co., Ltd. Independent director 2010-04-26 2013-04-25 Yes
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Explanation on
post-holding in The aforesaid are the independent directors of the Company
other unit
III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, determination bases and actual payment of remunerations of directors, supervisors
and senior management
Decision-making procedure: the remuneration and examination committee recommend the remuneration proposal
in respect of directors, supervisors and senior management according to the Remuneration and Remuneration
Incentive Examination Plan approved at general meeting based on the completion of annual major targets, and
shall be submitted to the board for approval and implementation.
Determination bases: Remuneration and Remuneration Incentive Examination Plan approved at general meeting.
Actual payment: the annual remuneration comprises of basic annual salary and performance-related remuneration.
basic annual salary is determined according to specific positions and performance-related remuneration is directly
related to economic benefits of the Company which is granted according to completion of each annual benefit
target.
Remuneration of directors, supervisors and senior management of the Company during the reporting period
Remuneration for directors, supervisors and senior executives in reporting period
Total Total Remuneration
remuneration remuneration actually
Name Title Sex Age Post-holding status obtained from obtained from obtained at
the Company shareholder’s period-end
(yuan) unit (yuan) (yuan)
Chen Xuejun Chairman M 45 Currently in office 580,000.00 580,000.00
Wang
Vice Chairman, GM M 46 Currently in office 580,000.00 580,000.00
Xiaodong
Rudolf Maier Vice Chairman M 55 Currently in office
Ge Songping Director M 58 Currently in office
Hua Wanrong Director F 48 Currently in office
Chen Yudong Director M 51 Currently in office
Director, standing
Ou Jianbin vice GM and person M 46 Currently in office 480,000.00 480,000.00
in charge of finance
Independent
Du Fangci M 68 Currently in office 70,000.00 70,000.00
director
Independent
Yu Xiaoli F 49 Currently in office 70,000.00 70,000.00
director
Independent
Xing Min M 58 Currently in office 70,000.00 70,000.00
director
Independent
Zhang Hongfa M 48 Currently in office 70,000.00 70,000.00
director
Chariman of
Shi Xingyuan supervisory M 50 Currently in office 480,000.00 480,000.00
committee
Gao Guoyuan Supervisor M 58 Currently in office 480,000.00 480,000.00
Liu Jinjun Supervisor M 37 Currently in office 300,000.00 300,000.00
Miu Yuming Deputy GM M 49 Currently in office 480,000.00 480,000.00
Wang Yawei Deputy GM M 57 Currently in office 480,000.00 480,000.00
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Xu Yunfeng Deputy GM M 41 Currently in office 480,000.00 480,000.00
Secretary of the
Zhou Weixing M 49 Currently in office 280,000.00 280,000.00
Board
Wang Weiliang Former director M 47 Leave office 140,000.00 140,000.00
Former independent
Ma Huilan F 61 Leave office
director
Former chariman of
Han Jiangmin supervisory M 61 Leave office 235,000.00 235,000.00
committee
Yang Weiliang Former supervisor M 60 Leave office 140,000.00 140,000.00
Sun Qingxian Former deputy GM F 58 Leave office 140,000.00 140,000.00
Total -- -- -- -- 5,555,000.00 0.00 5,555,000.00
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
IV. Post-leaving and dismissals for directors, supervisors and senior executives
Name Title Type Date Reasons
Office leaving, and serves no senior executive of the Company any
Wang Weiliang Director Demission 2012-05-23
more
Independen Demission Office leaving while general election, serves no senior executive of the
Ma Huilan 2012-03-07
t director Company any more
Demission Office leaving while general election, serves no senior executive of the
Han Jiangming Supervisor 2012-03-07
Company any more
Office leaving while general election, serves no senior executive of the
Yang Weiliang Supervisor Demission 2012-03-07
Company any more
Demission Office leaving while general election, serves no senior executive of the
Sun Qingxian Deputy GM 2012-03-07
Company any more
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
In reporting period, personnels, core technology team or key technicians (not including directors, supervisors and
senior executives) who affectes a lot in core competition of the Company has no changes and shows no infuence
on operation of the Company.
VI. Particulars of workforce
1. Ended as 31 December 2012, the Company owes 5,179 person on-post while 365 person leaved, the Company
has no retired employees to bear the cost
Composition:
50
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Staff composition Education composition
2. Remuneration policy and training program of employees
(1)remuneration policy:the Company established sound Performance Management System, Remuneration
Management System and Work Attendance Management System to strengthen personnel incentives and
examinations. It improved the labor force balance test with “enhancement of efficiency” as the core, established
performance-related appraisal system based on different levels of performance, and promoted implementation of
performance and remuneration systems across the Company.
(2)Staff training: to satisfy needs for production and operation, the Company organized different types of internal
employee training, which met the requirements of positions and employees themselves. The trainings were for all
employees.
3. As at 31 December 2012, the labor force dispatched by the Company was 1893, with expenses of RMB80.96
million.
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section VIII. Corporate governance
I. Brief introduction of corporate governance
During the reporting period, the Company earnestly implemented the Basic Internal Control Standards for
Enterprise and its guidances in strict accordance to the requirements of the Company Law, Securities Law, Listing
Rules of Shenzhen Stock Exchange as well as Guidances on Standard Operation of Listed Company on Main
Board, continued to improve and enhance legal person governance structure and internal control system, thus to
standardize its operation. There was no difference between the actual governance and requirements provided in
relevant documents of the CSRC.
1. General Meeting: the Company convenes general meeting in astrict accordance to the Company Law, Rules of
General Meeting of Listed Company, Listing Rules of Shenzhen Stock Exchange, the Articles of Association as
well as Working Procedures of General Meeting. Voting is made by spot meeting and network votes. Lawyers are
invited to attend the meetings and meeting minutes are well recorded. All the shareholders, especially minority
shareholders, are equally treated and fully exercise their rights.
2. Relationship between the controlling shareholders and the Company: the Company is independent from its
controlling shareholders in respect of personnel, assets and finance, with independent organs and businesses. The
board, supervisory committee and operation management organ of the Company operate independently.
Controlling shareholders don’t intervene in the Company’s decisions and operating activities, whether directly or
indirectly, without content from general meeting, and don’t occupy the Company’s capital for any non-operation
purpose.
3. The Board: the directors can earnestly perform their duties according to the Listing Rules of Shenzhen Stock
Exchange, the Articles of Association and the Working Procedures of the Board. They are familiar with related
laws and rules, as well as the rights, obligations and duties for being a director. At present, the Board of the
Company comprises of 11 directors, among which, 4 are independent directors which accounts for over one third
of the board members. Number and constitution of the board accord with relevant laws and rules.
4. Performance of duties by independent directors: the independent directors can earnestly perform their duties,
namely loyalty and diligence, according to the Articles of Association, the Working System of Independent
Directors and Annual Work System of Independent Directors. They take active participation in meetings of the
board and general meeting. Prior to the participation, they actively acquire the informations needed for making
decisions, aiming to protect the interests of the Company and shareholders, especially the minority shareholders.
Independent directors have no objection in relation to the relevant issues of the Company.
5. The supervisory committee: the supervisors can perform their duties of supervision according to the Company
Law, the Articles of Association and Working Procedures of the Supervisory Committee. At present, the
supervisory committee of the Company comprises of 3 supervisors, among which, 2 are employee representative
supervisors which accounts for over one third of the committee members. Number and constitution of the
committee accord with relevant laws and rules. For consideration of the entire shareholders, the supervisory
committee earnestly perform their duties with legal working procedures and high efficient operation. They
supervise the lawfulness of directors and senior management on their duty performance, pay constant attention to
information disclosure, issue opinions on legal operation, finance, application of raised proceeds, fairness of
related transaction, objectivity and truthfulness of the audit report issued by accounting firm, and issue audit
opinion on periodic reports of the Company.
6. Information Disclosure and investor relation management: the Company can disclose relevant information on
truthful, accurate, complete, prompt and fair basis in strict accordance to the Listing Rules of Shenzhen Stock
Exchange, Guidance on Standardized Operation of Listed Company on Main Board of Shenzhen Stock Exchange,
the Articles of Association, Information Disclosure Management System, Insider Information and Insider
Management System, Accounting System in Respect of Material Mistake in Annual Report Information
Disclosure as well as Investor Relation Management System. Investor relation is well managed, with focus on
good communication between the Company and investors.
7. Related transaction:independent directors issue independent opinions on occurred related transactions; the
supervisory committee makes inspection and supervision on occurred related transaction. The related transaction
of the Company is fair and reasonable, with legal decision-making procedures and objective pricing bases and fair
transaction price, without harm to the interests of the Company and its shareholders, especially the minority
shareholders. All material transactions are entered into with contracts.
8. Internal control: the Company further implements the Basic Internal Control Standards for Enterprise and its
guidance, and establishs internal control system in the headquarter and certain important subsidiaries. Aiming to
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
improve the management, the Copmany optimized its working procedures, improved internal control system, and
identified and controled operation risks. During the reporting period, the Company prepared the Working Plan for
Implementing Internal Control Standards in 2012. for details, please refer to the announcement disclosed at
website http://www.cninfo.com.cn on 31 March 2012.
Is there any difference between corporate governance and the requirements of the Company Law and relevant
regulations of the CSRC
□ Yes √ No
There is no difference between corporate governance and the requirements of the Company Law and relevant
regulations of the CSRC
Progress of the special activity for corporate governance, establishement and implementation of insider
information registration management system
The Company approved its Insider Information and Insider Management System on 14 February 2012, the details
of which was disclosed at the website http://www.cninfo.com.cn.
II. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Session of Date of Index of
Date Name of meeting motion Situation
meeting disclosure disclosure
1. Report from the Board for year of 2011;
2. Report from Supervisory Committee for year of 2011;
3. Annual Report of 2011 and Summary; ”Resolution
4. Financial Result Rerpot for year of 2011; Notice of Annual
Annual
All have Shareholders
Shareholders 5. Profit Distribution Plan of 2011;
2012- been General Meeting
General 6. Prediction of Total daily Related transaction for year of 2012; 2012-05-24
05-23 deliberated of 2011”(No.:
Meeting of 7. Re-engagement of auditing firm for year of 2012 and its and passed 2012-032)
2011 remuneration; published on
8. Engagement of audit firms for internal control of 2012; Juchao Website
9. Allowance of independent directors;
10. Changes of Directors of the Company
2. Extraordinary shareholders’ general meeting in the report period
Session of Date of Index of
Date Name of meeting motion Situation
meeting disclosure disclosure
1. Amemdment of Article of Association;
2. Counter Guarantee for Stock Jointly company;
3. General Election of the Board for non independent director ;
3.1 Election of non independent director of 7th session of the
Board—Mr. Wang Weiliang; ”Resolution
Notice of First
First 3.2 Election of non independent director of 7th session of the
All have Extraordinary
Extraordinary Board—Mr. Chen Xuejun;
been Shareholders
Shareholders 2012- 3.3 Election of non independent director of 7th session of the deliberate 2012-03-0 General Meeting
General 03-07 Board—Mr. Wang Xiaodong; 8
d and of 2012”(No.:
Meeting of 3.4 Election of non independent director of 7th session of the passed 2012-014)
2012 Board—Mr. Ge Songping; published on
3.5 Election of non independent director of 7th session of the Juchao Website
Board—Ms. Hua Wanrong;
3.6 Election of non independent director of 7th session of the
Board—Mr. Rudolf Maier;
3.7 Election of non independent director of 7th session of the
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Board—Mr. Chen Yudong;
4. General Election of the Board for independent directo;
4.1 Election of independent director of 7th session of the Board—Mr.
Du Fangci;
4.2 Election of independent director of 7th session of the Board—Ms.
Yu Xiaoli;
4.3 Election of independent director of 7th session of the Board—Mr.
Xing Min;
4.4 Election of independent director of 7th session of the Board—Mr.
Zhang Hongfa;
5. General Election of the Supervisory Committee;
5.1 Election of non representative of employee supervisor—Mr. Gao
Guoyuan
Resolution
Notice of
Second Second
All have
Extraordinary Extraordinary
been
Shareholders 2012- 2012-08-2 Shareholders
1. Amendment of “Article of Association” deliberate
General 08-27 8 General Meeting
d and
Meeting of of 2012”(No.:
passed
2012 2012-040)
published on
Juchao Website
III. Responsibility performance of independent directors in report period
1. The attending of independent directors to Board meetings and shareholders’ general meeting
The attending of independent directors
Name of Times of Board meeting Times of Times of Whether absent the Meeting
Times of Times of
independent supposed to attend in attending by entrusted for the second time in a row
Presence Absence
director the report period communication presence or not
Du Fangci 11 5 6 No
Yu Xiaoli 11 5 6 No
Xing Min 9 4 5 No
Zhang Hongfa 9 4 5 No
Ma Huilan 2 1 1 No
Times attending shareholders’ general
3
meeting from independent directors
Explanation of absent the Board Meeting for the second time in a row
Ma Huilan is the independent director of the 6th session of the Board, she leaved the post while general election for 7th session of the
Board dated 7 March 2012
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about company’s relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Whether the opinions from independent directors have been adopted or not
√Yes □ No
Independent directors’ explanation on adoption or not adoption of relevant recommendations of the Company
The independent directors earnestly performed their duties endowed by relevant laws, regulations, the Articles of
Association and independent director system pursuant to the Company Law, Opinions on Establishing
Independent Director System in Listed Company, the Articles of Association and relevant laws and regulations.
They take active participation in meetings of the board and general meeting. Prior to the participation, they
actively acquire the informations needed for making decisions. They considered each proposal in meetings and
actively joined discussion and offered their recommendations. They issued independent opinions on significant
issues. Diligent, loyal and responsible were their attitude when performing their duties, so as to fully exercise their
influences as independent directors. They protected the interests of the Company and shareholders. Independent
directors have no objection in relation to the relevant issues of the Company.
IV. Performance of subordinate committees of the Board in reporting period
Performance of vary committee of the Board in reproting period as:
1. Three meetings of Audit committee of the Board, deliberated the follwed: “Fianncial Result Report of 2011”,
“Annual Report of 2011 and its Summary”, “Conclusion Report of auditing for year of 2011”, “Engagement of
audit institute for financial report of 2012”, “Engagement of audit institute for internal control of the Compay of
2012” and “Semi-Annual Report of 2012 and its Summary”;
2. One meeting of remuneration and apprisal committee of the Board, deliberate “Remuneration evaluation and
payment for senior executive of 2011”;
3. Two meetings of nomination committee of the Board, deliberated the “Approval opinion of engagement of
senior executives” and “Changes of Directors of the Board”;
4. One meeting of strategy committee of the Board, deliberate “Opertaion target for year of 2012”
V. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
VI. Independence of the Company in aspect of business, personnel, assets, institute and
finance relative to its controlling shareholder
During the reporting period, the Company continued to keep independent in business, personnel, asset, organ and
finance, with complete set of business system and ability to conduct independent operation. 1. Business: the
Company had independent production system, purchase and sale system and land use right. Industry property,
trademark, non-patent technology and other intangible assets related to its production operation business were all
owned by the Company. It was totally independent from controlling shareholders in business, with independent
and complete business and ability to conduct business independently. 2. Personnel: the Company was independent
in management of labor force, administration and salary. The general manager, deputy general manager, financial
principal, marketing principal, secretary to the board and other senior management only took positions in the
Company and received remuneration from the Company, and took no position in substantial shareholders.
Directors and senior management of the Company were determined through legal procedures, no controlling
shareholder intervened in engagement and dismissal of personnel which should be determined by the board and
general meeting. 3. Asset: there was clear property relation between the Company and substantial shareholders. It
had independent and complete production, supply and sales system. Industry property, trademark, non-patent
technology and other intangible assets were all owned by the Company. 4. Organ: the Company had sound organ
system and independent internal organs which were totally separated with controlling shareholders. There was no
subordinate relation and normal operation can be promised. The Company set general meeting, the board and the
supervisory committee and other decision-making and supervision organs. The production operation and
administrative management (including labor force, finance, technology, etc) were totally independent from
controlling shareholders. The office organ and production operation place were separated from controlling
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
shareholders, without joint operation. 5. Finance: the Company set independent finance department, and
established independent accounting calculation system and finance management system. It had independent bank
account and paid tax independently.
VII. Horizontal Competition
No horizontal competitions exist in the Company, controlling shareholders and actual controllers
VIII. Appraisal and incentive mechanism for senior executives
Engagement, examination and incentives of senior management are made according to relevant provisions in the
Company Law and the Articles of Association. According to the Remuneration and Remuneration Incentive
Examination Plan, the Company determined the annual remuneration of senior management which comprised of
basic annual salary and performance-related remuneration. basic annual salary was determined according to
specific positions and performance-related remuneration was directly related to economic benefits of the
Company which was granted according to completion of each annual benefit target. Till now, the Company has
not implemented equity incentive measures.
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section IX. Internal control
I. Construction of internal control
The internal control leader team chaired by chairman of the board is the leader organ responsible for internal
control evaluation, and the internal control implementation team charied by standing deputy general manager is
responsible for preparation, organization and implementation of internal control evaluation working plan, and
summarizes the evaluation results and prepares self-evaluation report. The board authorises the audit department
or other department with the same function to take charge of the specific implementation of internal control
evaluation. The Company forms internal control evaluation working team to make evaluation on the high risk
fields and units within the evaluation scope. the internal control evaluation is conducted based on principle of
comprehensiveness, importance, objectiveness and risk-orient. The detailed works are conducted based on
principles of reinforced leadship, careful organization, strict evaluation and improved reforms. The Company
engaged an external professional consultant Union Strength to provide assistance in internal control evaluation
works, and Jiangsu Gongzheng Tianye Certified Public Accountants to review on design and operational
effectiveness of the internal control system of the Company.
II. Statement of the Board on responsibility of internal control
The board and its entire members guarantee that there is no false recording, misleading statement or material
omission in contents of this report, and take joint and severe responsibility for the truthfulness, accuracy and
completeness of the contents. To establish sound internal control system and effectively implement the same is the
responsibility of the board; the supervisory committee supervises the establishement and implementation of such
internal control system; managers are responsible for normal operation of internal control system. The target of
internal control is to promise legal operation, asset safety, truthful, accurate and complete financial reports and
related information, enhancement of operation efficiency and effects, as well as realization of development
strategy. Due to the limited nature of internal control, the Company thus only provided reasonable promises for
the aforesaid targets.
III. Bases for construction of financial report internal control
Bases for construction of financial report internal control are the Basic Internal Control Standards for Enterprise
and Internal Control Mating Guidance jointly issued by the ministry of finance and other four ministries.
IV. Self-evaluation report of internal control
Details of major defects in self-evaluation report that found in reporting period
No major defect has been found in the report period.
Date of self-evaluation report of
2013-03-28
internal control disclosed (full-text)
Index of self-evaluation report of ”Self-evaluation report of internal control”, more details found in Juchao website
internal control disclosed(full-text) (www.cninfo.com.cn) approinted by Shenzhen Stock Exchange
V. Audit report of internal control
√ Applicable □ Not applicable
Auditing comments section for audit report of internal control
Audit institute considers that: according to relevant regulations and “Basic Rules of Internal Control for Enterprises”, Weifu
High-Technology Co., Ltd., in all major aspects, keeps an efficiency of internal control of financial report dated 31 December 2012
Disclosure date of audit report of
2013-03-28
internal control (full-text)
Index of audit report of internal ”Audit report of internal control for year of 2012”, more details found in Juchao website
control (full-text) (www.cninfo.com.cn) approinted by Shenzhen Stock Exchange
57
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Whether modified audit opinions carried out for the audit report of internal control from CPA or not
□ Yes √ No
Whether audit report of internal control, issued by CPA, is in agreement with self-evaluation report, issued by the Board
√ Yes □ No
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
The “accountability mechanism for major errors in annual report disclosure” was deliberated and approved on 20 April 2010,
relevant notice found in Juchao website (www.cninfo.com.cn). In reporting period, no major correction for accounting errors,
supplementation for major missing information and correction of performance forecast been found.
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Section X. Financial Report
I. Audit report
Type of audit opinion Standard unqualified opinion
Signing date of audit report 2013-03-26
Name of audit institute Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd.
Document serial of audit report SuGong W[2013]No.: A272
Auditor’s Report
To all shareholders of Weifu High-Technology Group Co., Ltd.:
We have audited the Companying consolidated and parent Company’s financial statements of Weifu
High-Technology Group Co., Ltd (“Weifu High-Tech”), including balance sheet of 31 December 2012, and profit
statement, and cash flow statement, and statement on changes of shareholders’ equity for the year ended, and
notes to the financial statements for the year ended.
I. Management’s responsibility for the financial statements
Management of the Company is responsible for prepare and present financial statement of the Company, which
including: (1) Prepare financial statements with fair presentation in line with Accounting Standards for Business
Enterprises; (2) Designing, executed and maintaining necessary internal control in order to prevent fundamental
miscarrying in financial statement from fraudulent or errors.
II. Auditor's responsibility
Our responsibility is to express an audit opinion on these financial statements based on our audit. We performed
our audit in accordance with Chinese Certified Public Accountants' Auditing Standards. Those standards require
us to comply with professional ethics, and to plan and perform our audit so as to obtain reasonable assurance
about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures of the
financial statements. The selective audit procedures depend on auditor's judgment, including the evaluation of the
risk of material misstatement of the consolidated financial statements due to frauds or errors. When evaluating
risk, we consider internal control related to financial statements, in order to design auditing procedures, but not for
the purpose of expressing an opinion on the internal control's effectiveness. An audit also includes assessing the
appropriateness of the accounting policies adopted and the reasonableness of the accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements.
We believe that we have obtained sufficient and appropriate audit evidences to provide a basis for our audit
opinion.
III. Auditing opinion
In our opinion, in all material aspects, Weifu Hi-Tech’s financial statements have been prepared in accordance
with the Enterprises Accounting Standards and Enterprises Accounting System, and they fairly present the
financial status of the consolidated and parent company’s as of December 31, 2012, and its operation results and
cash flows for the year ended.
Jiangsu Gongzheng Tianye CPA Co., Ltd. Chinese CPA Bo Lingjing
Wuxi China Chinese CPA Liu Darong
26 March 2013
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
(II) Fiancnial statement
Unit in note of financial statement refers to CNY: RMB (Yuan)
1. Consolidated balance sheet
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary fund 2,600,714,219.36 855,053,599.38
Settlement provisions
Capital lent
Transaction finance asset
Notes receivable 898,720,248.22 1,227,018,757.27
Account receivable 1,036,392,701.40 1,167,123,155.04
Accounts paid in advance 143,500,001.15 183,407,859.04
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable 37,619,858.83
Dividend receivable 107,616,777.91
Other receivables 10,147,631.52 11,983,410.88
Purchase restituted finance asset
Inventories 759,505,087.10 883,582,090.78
Non-current asset due within one year
Other current assets 500,118,243.81 10,235,025.21
Total current assets 6,094,334,769.30 4,338,403,897.60
Non-current assets:
Granted entrust loans and advances
Financial assets available for sale 265,689,600.00
Hold-to-maturity investment 649,000,000.00
Long-term account receivable
Long-term equity investment 2,192,275,239.86 1,786,481,972.85
Investment real estate 3,881,346.30 4,352,211.86
Fixed assets 1,404,806,234.18 1,357,509,509.59
Construction in process 65,649,548.48 98,288,407.69
Engineering material
Disposal of fixed asset
Productive biological assets
Oil and gas asset
Intangible assets 280,305,865.12 249,921,186.58
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Expense on Research and Development
Goodwill 1,784,086.79 1,784,086.79
Long-term expenses to be apportioned 12,227,687.75 9,144,280.20
Deferred income tax asset 86,019,554.56 83,331,883.03
Other non-current asset
Total non-current asset 4,961,639,163.04 3,590,813,538.59
Total assets 11,055,973,932.34 7,929,217,436.19
Current liabilities:
Short-term loans 70,000,000.00 495,000,000.00
Loan from central bank
Absorbing deposit and interbank deposit
Capital borrowed
Transaction financial liabilities
Notes payable 278,184,200.63 164,301,719.94
Accounts payable 1,133,511,331.25 1,297,893,239.74
Accounts received in advance 52,622,311.97 55,289,941.25
Selling financial asset of repurchase
Commission charge and commission payable
Wage payable 276,292,169.70 278,771,987.97
Taxes payable 27,471,710.92 77,737,123.74
Interest payable 220,500.00 930,000.00
Dividend payable 3,444,762.15
Other accounts payable 71,364,242.12 83,991,571.43
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due within 1 year 3,000,000.00
Other current liabilities 22,102,265.27 34,608,609.47
Total current liabilities 1,931,768,731.86 2,494,968,955.69
Non-current liabilities:
Long-term loans
Bonds payable
Long-term account payable 16,790,909.00 18,840,000.00
Special accounts payable
Projected liabilities
Deferred income tax liabilities 12,551,182.40 2,689,975.40
Other non-current liabilities 133,879,108.31 72,330,000.00
Total non-current liabilities 163,221,199.71 93,859,975.40
Total liabilities 2,094,989,931.57 2,588,828,931.09
Owners’ equity(or Shareholders’ equity):
Paid-in capital( or share capital) 680,133,995.00 567,275,995.00
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Capital public reserve 3,689,694,029.52 895,918,416.59
Less: Inventory shares
Reasonable reserve
Surplus public reserve 340,066,997.50 283,637,997.50
Provision of general risk
Retained profit 3,946,085,733.22 3,317,227,992.26
Balance difference of foreign currency translation
Total owner’s equity attributable to parent Company 8,655,980,755.24 5,064,060,401.35
Minority interests 305,003,245.53 276,328,103.75
Total owner’s equity( or shareholders equity) 8,960,984,000.77 5,340,388,505.10
Total liabilities and owner’s equity( or shareholders equity) 11,055,973,932.34 7,929,217,436.19
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
2. Balance sheet of parent company
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary fund 1,566,564,504.46 189,135,416.49
Transaction finance asset
Notes receivable 316,494,407.33 440,248,528.54
Account receivable 654,141,638.40 822,357,590.99
Accounts paid in advance 58,571,931.67 58,227,907.25
Interest receivable 31,963,747.72
Dividend receivable 102,868,978.88
Other receivables 23,509,170.62 167,045,153.49
Inventory 204,214,205.28 296,385,165.44
Non-current asset due within one year
Other current assets 490,000,000.00
Total current assets 3,448,328,584.36 1,973,399,762.20
Non-current assets:
Financial assets available for sale 265,689,600.00
Hold-to-maturity investment 649,000,000.00
Long-term account receivable
Long-term equity investment 3,174,930,767.12 2,576,168,955.22
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Investment real estate
Fixed assets 663,822,135.66 689,680,279.76
Construction in process 36,037,172.50 56,239,272.06
Engineering material
Disposal of fixed asset
Productive biological assets
Oil and gas asset
Intangible assets 183,908,044.23 187,843,427.92
Expense on Research and Development
Goodwill
Long-term expenses to be apportioned
Deferred income tax asset 49,794,919.70 47,881,534.77
Other non-current asset
Total non-current asset 5,023,182,639.21 3,557,813,469.73
Total assets 8,471,511,223.57 5,531,213,231.93
Current liabilities:
Short-term loans 465,000,000.00
Transaction financial liabilities
Notes payable 96,780,000.00 85,000,000.00
Accounts payable 524,096,818.13 632,112,594.66
Accounts received in advance 7,612,539.20 8,150,899.35
Wage payable 180,177,025.37 175,803,158.72
Taxes payable 21,422,094.21 25,748,688.27
Interest payable 780,000.00
Dividend payable
Other accounts payable 62,293,809.89 69,856,690.02
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities 892,382,286.80 1,462,452,031.02
Non-current liabilities:
Long-term loans
Bonds payable
Long-term account payable
Special accounts payable
Projected liabilities
Deferred income tax liabilities 9,972,240.00
Other non-current liabilities 115,759,108.31 56,830,000.00
Total non-current liabilities 125,731,348.31 56,830,000.00
Total liabilities 1,018,113,635.11 1,519,282,031.02
Owners’ equity(or Shareholders’ equity):
Paid-in capital( or share capital) 680,133,995.00 567,275,995.00
Capital public reserve 3,717,757,419.50 923,981,806.57
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Less: Inventory shares
Reasonable reserve
Surplus public reserve 340,066,997.50 283,637,997.50
Provision of general risk
Retained profit 2,715,439,176.46 2,237,035,401.84
Balance difference of foreign currency translation
Total owner’s equity( or shareholders equity) 7,453,397,588.46 4,011,931,200.91
Total liabilities and owner’s equity( or shareholders equity) 8,471,511,223.57 5,531,213,231.93
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
3. Consolidated profit statement
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Amount in this period Amount in last period
I. Total operating income 5,015,283,418.71 5,898,113,089.49
Including: Operating income 5,015,283,418.71 5,898,113,089.49
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 4,386,118,820.24 5,035,288,701.55
Including: Operating cost 3,773,477,621.24 4,314,627,953.07
Interest expense
Commission charge and commission expense
Cash surrender value
Net amount of expense of compensation
Net amount of withdrawal of insurance contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Operating tax and extras 31,832,916.09 33,003,660.27
Sales expenses 190,643,487.97 226,887,211.67
Administration expenses 444,544,043.03 427,945,464.77
Financial expenses -75,494,945.74 26,348,164.48
Losses of devaluation of asset 21,115,697.65 6,476,247.29
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 396,219,312.90 497,941,948.54
Including: Investment income on affiliated Company and joint
368,812,771.97 497,916,948.54
venture
Exchange income (Loss is listed with “-”)
III. Operating profit (Loss is listed with “-”) 1,025,383,911.37 1,360,766,336.48
Add: Non-operating income 20,505,678.63 43,504,340.10
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Less: Non-operating expense 7,872,719.89 7,464,890.23
Including: Disposal loss of non-current asset 1,364,127.23 527,580.86
IV. Total Profit (Loss is listed with “-”) 1,038,016,870.11 1,396,805,786.35
Less: Income tax 103,779,577.90 141,294,928.46
V. Net profit (Net loss is listed with “-”) 934,237,292.21 1,255,510,857.89
Including: net profit realized for merged party before
combination
Net profit attributable to owner’s equity of parent Company 889,326,939.46 1,204,617,075.56
Minority shareholders’ gains and losses 44,910,352.75 50,893,782.33
VI. Earnings per share -- --
i. Basic earnings per share 1.34 2.12
ii. Diluted earnings per share 1.34 2.12
VII. Other consolidated income 56,509,360.00
VIII. Total consolidated income 990,746,652.21 1,255,510,857.89
Total consolidated income attributable to owners of parent
945,836,299.46 1,204,617,075.56
Company
Total consolidated income attributable to minority shareholders 44,910,352.75 50,893,782.33
For combination under same control in this period, net profit realized for merged party before combination was : RMB
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
4. Profit statement of parent company
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Amount in this period Amount in last period
I. Opration income 2,132,088,989.17 2,788,219,421.85
Less: Opration cost 1,782,615,888.55 2,212,560,781.97
Operating tax and extras 11,198,659.30 8,863,173.41
Sales expenses 100,733,250.93 123,385,639.56
Administration expenses 175,914,711.14 164,282,347.00
Financial expenses -74,305,747.48 13,352,081.65
Losses of devaluation of asset 6,802,374.73 1,953,321.23
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 630,849,457.36 753,513,412.15
Including: Investment income on affiliated Company and joint venture 324,586,557.36 442,582,074.71
II. Operating profit (Loss is listed with “-”) 759,979,309.36 1,017,335,489.18
Add: Non-operating income 9,925,274.63 33,522,956.65
Less: Non-operating expense 3,291,317.72 3,021,812.21
Including: Disposal loss of non-current asset 618,130.74 953.44
III. Total Profit (Loss is listed with “-”) 766,613,266.27 1,047,836,633.62
Less: Income tax 27,740,293.15 47,799,378.36
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
IV. Net profit (Net loss is listed with “-”) 738,872,973.12 1,000,037,255.26
V. Earnings per share -- --
i. Basic earnings per share 1.12 1.76
ii. Diluted earnings per share 1.12 1.76
VI. Other consolidated income 56,509,360.00
VII. Total consolidated income 795,382,333.12 1,000,037,255.26
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
5. Consolidated cash flow statement
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Amount in this period Amount in last period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 6,257,141,260.17 6,179,261,861.00
Net increase of customer deposit and interbank deposit
Net increase of loan from central bank
Net increase of capital borrowed from other financial institution
Cash received from original insurance contract fee
Net cash received from reinsurance business
Insured savings and net increase of investment
Net increase of disposal of transaction financial asset
Cash received from interest, commission charge and commission
Net increase of capital borrowed
Net increase of returned business capital
Write-back of tax received 44,379,611.51 42,845,986.04
Other cash received concerning operating activities 141,039,458.18 114,351,139.35
Subtotal of cash inflow arising from operating activities 6,442,560,329.86 6,336,458,986.39
Cash paid for purchasing commodities and receiving labor service 3,903,794,051.95 4,537,241,612.23
Net increase of customer loans and advances
Net increase of deposits in central bank and interbank
Cash paid for original insurance contract compensation
Cash paid for interest, commission charge and commission
Cash paid for bonus of guarantee slip
Cash paid to/for staff and workers 542,762,958.26 490,323,372.96
Taxes paid 451,789,302.20 540,546,746.70
Other cash paid concerning operating activities 378,454,798.99 442,078,069.43
Subtotal of cash outflow arising from operating activities 5,276,801,111.40 6,010,189,801.32
Net cash flows arising from operating activities 1,165,759,218.46 326,269,185.07
II. Cash flows arising from investing activities:
Cash received from recovering investment 9,291,900.00
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
Cash received from investment income 235,527,376.75 597,910,850.97
Net cash received from disposal of fixed, intangible and other long-term
14,315,716.80 12,609,512.82
assets
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities
Subtotal of cash inflow from investing activities 259,134,993.55 610,520,363.79
Cash paid for purchasing fixed, intangible and other long-term assets 256,150,809.13 552,572,233.28
Cash paid for investment 1,660,673,000.00 21,211,563.49
Net increase of mortgaged loans
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities
Subtotal of cash outflow from investing activities 1,916,823,809.13 573,783,796.77
Net cash flows arising from investing activities -1,657,688,815.58 36,736,567.02
III. Cash flows arising from financing activities:
Cash received from absorbing investment 2,862,720,552.93 9,954,090.00
Including: Cash received from absorbing minority shareholders’ investment
12,596,300.00 9,954,090.00
by subsidiaries
Cash received from loans 646,000,000.00 1,101,480,514.61
Cash received from issuing bonds
Other cash received concerning financing activities 8,404,657.07
Subtotal of cash inflow from financing activities 3,517,125,210.00 1,111,434,604.61
Cash paid for settling debts 1,074,000,000.00 876,480,514.61
Cash paid for dividend and profit distributing or interest paying 255,426,930.95 317,400,862.44
Including: Dividend and profit of minority shareholder paid by subsidiaries 32,276,273.12 42,771,255.10
Other cash paid concerning financing activities 8,743,748.07
Subtotal of cash outflow from financing activities 1,338,170,679.02 1,193,881,377.05
Net cash flows arising from financing activities 2,178,954,530.98 -82,446,772.44
IV. Influence on cash due to fluctuation in exchange rate
V. Net increase of cash and cash equivalents 1,687,024,933.86 280,558,979.65
Add: Balance of cash and cash equivalents at the period -begin 745,778,764.22 465,219,784.57
VI. Balance of cash and cash equivalents at the period -end 2,432,803,698.08 745,778,764.22
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
6. Cash flow statement of parent company
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Item Amount in this period Amount in last period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 2,778,522,440.94 2,835,762,966.41
Write-back of tax received
67
无锡威孚高科技集团股份有限公司 2012 年度报告全文
Other cash received concerning operating activities 270,278,087.12 85,541,273.42
Subtotal of cash inflow arising from operating activities 3,048,800,528.06 2,921,304,239.83
Cash paid for purchasing commodities and receiving labor service 1,881,854,176.67 2,636,686,703.84
Cash paid to/for staff and workers 207,786,568.53 179,874,189.59
Taxes paid 135,099,550.27 174,390,851.86
Other cash paid concerning operating activities 161,194,834.36 251,643,819.28
Subtotal of cash outflow arising from operating activities 2,385,935,129.83 3,242,595,564.57
Net cash flows arising from operating activities 662,865,398.23 -321,291,324.74
II. Cash flows arising from investing activities:
Cash received from recovering investment 1,340,000.00
Cash received from investment income 515,364,899.46 900,735,529.77
Net cash received from disposal of fixed, intangible and other long-term
4,045,574.34 9,764,638.07
assets
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities
Subtotal of cash inflow from investing activities 520,750,473.80 910,500,167.84
Cash paid for purchasing fixed, intangible and other long-term assets 64,864,314.72 314,127,091.63
Cash paid for investment 1,890,673,000.00 179,018,800.00
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities
Subtotal of cash outflow from investing activities 1,955,537,314.72 493,145,891.63
Net cash flows arising from investing activities -1,434,786,840.92 417,354,276.21
III. Cash flows arising from financing activities:
Cash received from absorbing investment 2,850,124,252.93
Cash received from loans 570,000,000.00 1,041,480,514.61
Cash received from issuing bonds
Other cash received concerning financing activities 8,404,657.07
Subtotal of cash inflow from financing activities 3,428,528,910.00 1,041,480,514.61
Cash paid for settling debts 1,035,000,000.00 816,480,514.61
Cash paid for dividend and profit distributing or interest paying 220,773,699.76 274,096,700.68
Other cash paid concerning financing activities 8,404,657.07
Subtotal of cash outflow from financing activities 1,264,178,356.83 1,090,577,215.29
Net cash flows arising from financing activities 2,164,350,553.17 -49,096,700.68
IV. Influence on cash due to fluctuation in exchange rate
V. Net increase of cash and cash equivalents 1,392,429,110.48 46,966,250.79
Add: Balance of cash and cash equivalents at the period -begin 132,135,416.49 85,169,165.70
VI. Balance of cash and cash equivalents at the period -end 1,524,564,526.97 132,135,416.49
Legal Representative: Chen Xuejun
Person in charge of accounting works: Ou Jianbin
Person in charge of accounting institute: Ou Jianbin
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无锡威孚高科技集团股份有限公司 2012 年度报告全文
7. Consolidated Statement on Changes of Owners’ Equity
Prepared by Weifu High-Technology Group Co., Ltd
Unit: RMB
Amount in this period
Amount in this period
Owners’ equity attributable to the parent Company
Item Minority’s Total Owners’
Less: General
Paid-in capital(or Reasonable equity equity
Capital reserves Treasury Surplus reserves risk Retained profit Other
share capital) reserve
Stock provision
I. Balance at the end of the
567,275,995.00 895,918,416.59 283,637,997.50 3,317,227,992.26 276,328,103.75 5,340,388,505.10
last year
Add: Changes of
accounting policy
Error correction of the last
period
Other
II. Balance at the beginning
567,275,995.00 895,918,416.59 283,637,997.50 3,317,227,992.26 276,328,103.75 5,340,388,505.10
of this year
III. Increase/ Decrease in this
year (Decrease is listed with 112,858,000.00 2,793,775,612.93 56,429,000.00 628,857,740.96 28,675,141.78 3,620,595,495.67
“-”)
(I) Net profit &nbs