苏威孚B(200581)公告正文
苏威孚B：2014年年度报告(英文版)
公告日期：2015-04-23
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Weifu High-Technology Group Co., Ltd.
ANNUAL REPORT 2014
April 2015
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section I. Important Notice, Contents and ParaphraseBoard of Directors, Supervisory Committee, all directors, supervisors and seniorexecutives of Weifu High-Technology Group Co., Ltd. (hereinafter referred to asthe Company) hereby confirm that there are no any fictitious statements,misleading statements, or important omissions carried in this report, and shalltake all responsibilities, individual and/or joint, for the reality, accuracy andcompletion of the whole contents.Other directors attended the board meeting on auditing the report except for thefollowing directors
Name of absent director Position of absent director Reason for absence Entrusted
Chen Yudong Director On a business trip Rudolf MaierThe profit distribution plan that deliberated and approved by the Board is:based on total stock issue of 1,020,200,992, distributed 4.00 Yuan (tax included)bonus in cash for every 10-share hold by all shareholders, 00 shares bonus issued(tax included) and no capitalizing of common reserves carried out.Chen Xuejun, Principal of the Company, Ou Jianbin, person in charger ofaccounting works and Ou Jianbin, person in charge of accounting organ(accounting principal) hereby confirm that the Financial Report of 2014 AnnualReport is authentic, accurate and complete.Concerning the forward-looking statements with future planning involved in theReport, they do not constitute a substantial commitment for investors. Investorsshould be cautious with investment risks.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
ContentsSection I. Important Notice,Contents and paraphrase …………………………………………2Section II. Company Profile ……………………………………………………………………… 6Section III. Accounting data and summary of finnaical indexes ………………………………8
Section IV. Report of the Board of Directors …………………………………………………10Section V.Important Events …………………………………………………………………….. 34
Section VI. Changes in Shares and particular about shareholders ……………………… 41Section VII Preferred Stock …………………………………………………………………….. 47Section VIII Particulars about Directors、Supervisors,Senior Executives and Employees 48Section IX Corporate Governance………………………………………………………………54Section X Internal Control ……………………………………………………………………… 59Section XI Financial Report………………………………………………………………………61Section XII Documents available for reference ………………………………………………165
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Paraphrase
Items Refers to Contents
Company, The Company, Weifu 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, Robert Bosch Company Refers to Robert Bosch Co., Ltd.、ROBERT BOSCH GMBH
Bosch Automobile Diesel, Bosch Diesel System 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 Nano Refers to Jiangsu Weifu Nano Technology 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 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 Electronic Refers to Zhonglian Automobile Electronic Co., Ltd.
Yinlun Co.,Ltd Refers to Zhejiang Yinlun Machinery Co., Ltd.
APG Refers to Zhejiang Asia-Pacific Mechanical & Electronic Co., Ltd.
Wiscom Technology Refers to Jiangsu Wiscom Technology Co., Ltd.
Yunyi Electric Refers to Jiangsu Yunyi Electric Co., Ltd.
Hunan Tyen Refers to Hunan Tyen Machinery 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.
The reporting period Refers to From 1 Jan. 2014 to 31 Dec. 2014
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Indication of major risksInformation Disclosure Media appointed by the Company is: China SecuritiesJournal, 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.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section II Company profileI. 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 applicable) WFHT
Legal representative Chen Xuejun
Registrations add. No.5, Huashan Road, New District, Wuxi City
Code for registrations add 214028
Offices add. No.5, Huashan Road, New District, Wuxi City
Codes for office add. 214028
Company’s Internet Web Site http://www.weifu.com.cn
E-mail Web @ weifu.com.cnII. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Zhou Weixing Yan Guohong
Contact add. No.5, Huashan Road, New District, Wuxi City No.5, Huashan Road, New District, Wuxi City
Tel. 0510-80505999 0510-80505999
Fax. 0510-80505199 0510-80505199
E-mail wfjt@public1.wx.js.cn wfjt@public1.wx.js.cnIII. Information disclosure and preparation place
Newspaper appointed for information disclosure China Securities Journal; Securities Times; Hong Kong Commercial DailyWebsite for annual report publish appointed by CSRC http://www.cninfo.com.cn
Preparation place for annual report Office of the Board of DirectorsIV. Registration changes of the Company
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Date for Registration NO. for No. of taxation Organization
Place for registration
registration enterprise legal license registration code
Initial No.107, Renmin West
1988-10-27 GuoJiZi No.: 1707 320208250456967 25045696-7
registration Road, Wuxi CityRegistration at
No.5, Huashan Road,
end of report 2013-10-20 320200000014926 320208250456967 25045696-7
New District, Wuxi CityperiodChanges of main business since
No changeslisting (if applicable)
The company’s controlling shareholder was Weifu Group before 2009.The controlling
shareholder changed to Industry Group from 31st May 2009 because Industry Group mergedPrevious changes for controlling
Weifu Group in 2009.Becasue both Weifu Group and Industry Group were whollyshareholders (if applicable)
state-owned companies of Wuxi State-owned Assets Supervision & Administration
Commission of State Council, which as actual controller had no changes.V. Other relevant informationCPA engaged by the Company
Name of CPA Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. (LLP)
Offices add. for CPA No.28, Liangxi Road, Wuxi City
Signing Accountants Zhang Caibin, Zhu YouminSponsor engaged by the Company for performing continuous supervision duties in reporting period□ Applicable √ Not applicableFinancial consultant engaged by the Company for performing continuous supervision duties in reporting period□ Applicable √ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section III. Accounting data and summary of financial indexesI. Main accounting data and financial indexesWhether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accountingerror correction or not□Yes √□ No
Changes over
2014 2013 2012
last year
Operating income (RMB) 6,354,480,020.38 5,589,307,689.55 13.69% 5,015,283,418.71Net profit attributable to shareholders of the
1,539,439,686.81 1,108,221,450.83 38.91% 889,326,939.46listed company(RMB)Net profit attributable to shareholders of the
listed company after deducting non-recurring 1,404,877,811.26 1,013,085,655.87 38.67% 852,679,760.32gains and losses(RMB)Net cash flow arising from operating
889,899,654.79 803,958,123.13 10.69% 1,165,759,218.46activities(RMB)
Basic earnings per share (RMB/Share) 1.51 1.09 38.53% 0.9
Diluted earnings per share (RMB/Share) 1.51 1.09 38.53% 0.9
Weighted average ROE 15.05% 12.12% 2.93% 11.36%
Changes over
End of 2014 End of 2013 End of 2012
end of last year
Total assets (RMB) 14,488,589,167.90 13,074,232,730.91 10.82% 11,055,973,932.34Net assets attributable to shareholder of listed
10,859,034,688.96 9,600,765,223.81 13.11% 8,655,980,755.24company (RMB)II. Difference of the accounting data under accounting rules in and out of China1. Difference of the net profit and net assets disclosed in financial report, under both IAS (InternationalAccounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)□ Applicable √ Not applicableThe Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (InternationalAccounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.2. Difference of the net profit and net assets disclosed in financial report, under both foreign accountingrules and Chinese GAAP (Generally Accepted Accounting Principles)□ Applicable √ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules orChinese GAAP (Generally Accepted Accounting Principles) in the period.III. Items and amounts of extraordinary profit (gains)/loss√Applicable □Not applicable
In RMB
Item 2014 2013 2012 NoteGains/losses from the disposal of non-current
asset (including the write-off that accrued for -16,283,213.60 13,126,709.30 4,352,926.75impairment of assets)Governmental subsidy reckoned into current
Including governmentgains/losses (not including the subsidy enjoyed
subsidy income
in quota or ration according to national 170,915,324.15 19,375,596.41 15,105,216.19
received fromstandards, which are closely relevant to
relocation by policyenterprise’s business)Profit and loss of assets delegation on others’
158,156,542.41 91,274,698.13 24,750,377.29investment or managementSwitch-back of impairment of account
receivable that practice impairment test 3,970,434.00 789,303.74independentOther non-operating income and expenditure
2,049,146.66 -1,806,748.05 -412,785.88except for the aforementioned items
Relocation expenses -158,174,925.50
Less: Impact on income tax 24,042,902.11 19,872,935.33 6,429,913.94
Impact on minority shareholders’ equity
2,028,530.46 6,961,525.50 1,507,945.01(post-tax)
Total 134,561,875.55 95,135,794.96 36,647,179.14 --Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for CompaniesOffering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according tothe lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering TheirSecurities to the Public --- Extraordinary Profit/loss, explain reasons□ Applicable √ Not applicableIn reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists ofextraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities tothe Public --- Extraordinary Profit/loss
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section IV. Report of the Board of DirectorsI. Introduction(I)General introductionProduction and marketing on national auto market during 2014 achieved 23.7229 million and 23.4919 millionrespectively, announced by China Association of Automobile Manufactures, respectively increased by 7.26% and6.86% year-on-year, including 19.9198 million and 19.7006 million respectively for production and marketing ofpassenger cars, respectively securing 10.15% and 9.89% year-on-year growth rate, and 3.8031 million and 3.7913million of commercial vehicles with the decrease rate of 5.69% and 6.53% year-on-year respectively.A stable growth of the production and sales of automobile benefit a lot from the driving of passenger cars, whilethe commercial vehicle-which is closely related to the Company, presents languished due to double pressuresfrom macro economic deceleration and ugrading of National-IV emission regulations. During the Period, in acomplex and volatile market surroundings, the Company seized the switching opportunity of emission regulations,earnestly implement the industrial restructuring, achieved double growth in operation revenue and profit bytarget-oriented, preision management and risk & cost controlling. Three major operative segments of theCompany has higher level over the average standards in industry in aspect of production and sales, shares ofmajor market have been enhaced further and prodcut structure optimized one step further also.Operation revenue of RMB 6.355 billion for the reporting period, up 13.69% on a year-on-year basis; net profitattributable to parent company of RMB 1.539 billion, an increase of 38.91% from the year-ago period; total assetsof RMB 14.489 billion, a 10.82% up year-on-year and equity attributable to owners of parent company of RMB10.859 billion, up 13.11% on a year-on-year basis.(II)Major works1. Promote product research, strengthen the construction of R&D platform and ability, enhancing independentinnovation capabilityAccelerate the R&D for new products in three major systems, completely strengthening the construction of R&Dplatform and ability, many test equipments are came into use in the Period, integrated ability testing for the newproducts reach a higher stage of development; headquarter of WFHT and five subsidiaries as Weifu AutomotiveDiesel, Weifu Leader, Weifu Jinning, Weifu Tianli and Weifu Autocam passed the National High-Tech Enterprisesreview in the Year.2. Enhace risk pre-control, strengthen financial management and improve quality of economic operationPut more efforts in process control, identify, balance, analyzed and evaluated various risks migh have in operationactivities, strengthen precaution and control in order to lower the operation risks of the enterprise; reinforce theconstruction of financial management mechanism, comprehensive utilize and optimized group’s resouces,improve operating efficiency and reducing the operating risks.3. Improving quality management (QM), practice lean manufacturing conceptBuilding a manufacturing quality deparment, strengthen quality strip-line management, promote the optimizationfor process in business division, populatized and apply the new-version quality firewall, compaints within zeroKm drops dramatically under the circumstances of the product’s quality of common rail continued to surge;
无锡威孚高科技集团股份有限公司 2014 年年度报告全文carried out the system improvement of bottleneck devices, constrution of lean production line, layout optimizationand removal direction of the industrial park, production efficiency improved and production costs reduced.4. Improve the budget system for equipment investmentFormulated an expert technical review mechanism for the application of new technology, mew equipment andnew materials as well as the capacity expansion, transformation and upgrading of the quipments.5. Actively carry out developmental strategy of talented person, focus on building an incentive mechanism for theGroupEstablish a medium & long-term motivation for group’s core talent, major innovation developmetn incentives andstaff inclusive incentive mechanism; strengthen core telants construction, pays high attention to talent introductionand training; deploy and arranged the staff reasonably, reinforce the structural redundance allocation within thegroup, continues to improve the production efficiency for employees.6. promoting information construction, improving management ability and strengthening core competition. WFHTcomplete the SAP system handover in 2014.7. steadily carried out adjustment of industry layout, promoted basic construction. On 19th September, theCompany officially launch the relocation works, 90 percent of the removal has been completed, every productionline realize a normal operation; investment projects with raise funds runs smoothly.II. Main business analysis1. IntroductionReview and summarization on the progress of development strategy and operation plan disclosed in previous period during thereporting periodIn 2014, BOD centre on development strategy of the Company and targets at year-beginning, seized the switchingopportunity of emission regulations, earnestly implement the industrial restructuring, achieved double growth inoperation revenue and profit by preision management implementation and risk & cost controlling. Achievingoperation revenue of RMB 6.355 billion in the reporting period, up 13.69% on a year-on-year basis; net profitattributable to parent company of RMB 1.539 billion, an increase of 38.91% from the year-ago periodReasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed□ Applicable √ Not applicableChanges of main operation mode□ Applicable √ Not applicable2. RevenueExplanationThe company mainly engaged in automobile parts, and achieved operating revenue RMB 6.355 billion, increasing13.69% y-o-y.Whether income from physical sales larger than income from labors or not√ Yes □ No
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Increase/decrease
Industries Item Unit 2014 2013
y-o-y
Sales volume In 10 thousand units 161 155 3.87%Fuel injection system—multiple-piston
Production volume In 10 thousand units 157 163 -3.68%pump
Stock volume In 10 thousand units 15 19 -21.05%
Sales volume In 10 thousand sets 454 585 -22.39%
Fuel injection system—injector Production volume In 10 thousand sets 394 632 -37.66%
Stock volume In 10 thousand sets 55 115 -52.17%
Sales volume In 10 thousand pieces 174 149 16.78%
Post-processing system—purifier Production volume In 10 thousand pieces 185 159 16.35%
Stock volume In 10 thousand pieces 47 36 30.56%
Sales volume In 10 thousand pieces 84 106 -20.75%
Post-processing system—muffler Production volume In 10 thousand pieces 81 105 -22.86%
Stock volume In 10 thousand pieces 6 9 -33.33%
Sales volume In 10 thousand units 30 28 7.14%
Intake system—turbocharger Production volume In 10 thousand units 32 28 14.29%
Stock volume In 10 thousand units 7 5 40.00%Reasons for y-o-y relevant data with over 30% changes√Applicable □Not applicableProducts of the fuel injection system along with the promotion of National IV emission regulations, marketrequirement of common rail pump products risen markedly while mechanical system products (mechanical pump,oil atomizer ) declined rapidly at the same time, thus the production & sales of the mechanical system products(mechanical pump, oil atomizer ) as well as inventory shows a dramatically decreasing range on a year-on-yearbasis;Market demand for after-treatment system products rise greatly owing to the promotion of National IV emissionregulations, and the diesel oil system products comes to a new point of growth by seizing the opportunity; y-o-ydecliend of the prodcut & sales and inventory for muffler products mainly due to the change of marketing idea tointegration supply for exhaust system in order to satisy the needs of customer quality management; intake systemof the supercharger products consolidated the original market shares, new projects achieve a breakthrough andnew market layout is active.Material orders in hands□ Applicable √ Not applicableMaterial changes or adjustment for products or services of the Company in reporting period□ Applicable √ Not applicableMajor sales of the Company
Total top five clients in sales (RMB) 2,442,717,202.06
Proportion in total annual sales volume for top five clients 38.44%
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Information of top five clients of the Company√Applicable □Not applicable
Serial Name Sales (RMB) Proportion in total annual sales
1 Bosch Automobile Diesel 1,442,480,811.13 22.70%
2 Client II 299,111,963.11 4.71%
3 Client III 248,904,061.62 3.92%
4 Client IV 237,285,248.57 3.73%
5 Client V 214,935,117.63 3.38%
Total -- 2,442,717,202.06 38.44%Other situation of main clients√Applicable □Not applicableThe Company has association with RBCD, sales amount has been deliberated and approved in Annual General Meeting of 2013.Furhtermore, directors, sueprvisors, senior executives, core technicians and actual controller have no equity of the main clients helddirectrly or indirectly.3. CostIndustry classification
In RMB
2014 2013
Y-o-y
Industry classification Item Ratio in Ratio in
Amount Amount changes
operation cost operation cost
Automobile parts Direct material 3,397,543,062.59 77.72% 2,932,939,105.10 77.47% 15.84%
Automobile parts Labor cost 363,453,233.78 8.31% 336,433,791.03 8.89% 8.03%
Automobile parts Depreciation 130,749,849.07 2.99% 113,287,016.34 2.99% 15.41%
Varieties of
Automobile parts 480,031,203.07 10.98% 403,066,029.67 10.65% 19.09%
consumptionProduct classification
In RMB
2014 2013
Y-o-y
Industry classification Item Ratio in Ratio in
Amount Amount changes
operation cost operation cost
Fuel injection system Direct material 2,093,926,460.49 70.22% 2,001,127,856.10 72.11% 4.64%
Fuel injection system Labor cost 317,905,324.78 10.66% 303,491,485.66 10.94% 4.75%
Fuel injection system Depreciation 110,463,249.39 3.70% 98,562,552.54 3.55% 12.07%
Varieties of
Fuel injection system 459,603,709.06 15.42% 371,768,012.63 13.40% 23.63%
consumption
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Intake system Direct material 112,990,249.62 78.61% 96,361,023.76 75.15% 17.26%
Intake system Labor cost 13,772,871.27 9.58% 14,606,404.08 11.39% -5.71%
Intake system Depreciation 10,230,243.90 7.12% 9,587,386.03 7.48% 6.71%
Varieties of
Intake system 6,737,112.01 4.69% 7,670,333.89 5.98% -12.17%
consumption
Post-processing system Direct material 1,190,626,352.48 95.54% 835,450,225.24 94.66% 42.51%
Post-processing system Labor cost 31,775,037.73 2.55% 18,335,901.29 2.08% 73.29%
Post-processing system Depreciation 10,056,355.78 0.81% 5,137,077.76 0.58% 95.76%
Varieties of
Post-processing system 13,690,382.00 1.10% 23,627,683.16 2.68% -42.06%
consumptionNoteProduction and sales of post-processing system is growing faster, so direct material and labor cost etc. is growing faster.Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 1,334,077,765.59
Proportion in total annual purchase amount for top five suppliers 32.64%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 Weifu Environment 764,668,053.38 18.71%
2 Bosch Automobile Diesel 212,764,780.21 5.21%
3 Client 3 128,558,086.93 3.15%
4 Client 4 116,430,625.87 2.85%
5 Robert Bosch Company 111,656,219.20 2.73%
Total -- 1,334,077,765.59 32.64%Other notes of main suppliers of the Company√Applicable □Not applicableThe Company has association with Weifu Environment, RBCD and Rober Bosch Gmbh, the asociated purchasing amount has beendeliberated and approved in Annual General Meeting of 2013. Furhtermore, directors, sueprvisors, senior executives, coretechnicians and actual controller have no equity in main suppliers directrly or indirectly.4. ExpensesIn the reporting, the company’s main expenses are as follows:
In 10 thousand yuan
Name 2014 2013 Increase y-o-y (%)
Sales expenses 17,491.90 20,715.29 -15.56
Administration expenses 64,869.83 55,828.54 16.19
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Financial expenses -2,480.33 -5,689.11
Income tax expenses 12,344.37 10,301.61 19.835. R&D expensesIn reporting period, the Company accelerate the R&D for new products in three major systems, completelystrengthening the construction of R&D platform and ability, many test equipments are came into use in the Period,integrated ability testing for the new products reach a higher stage of development; headquarter of WFHT and fivesubsidiaries as Weifu Automotive Diesel, Weifu Leader, Weifu Jinning, Weifu Tianli and Weifu Autocam passedthe National High-Tech Enterprises review in the Year. In 2014, the R&D expenses of the Company were RMB311,720,000, accounting for 2.88% of the latest audited net profit and 4.91% of the latest audited operatingincome.6. Cash flow
In RMB
Item 2014 2013 Y-o-y changes
Subtotal of cash in-flow from operation activity 7,419,267,132.14 6,384,171,015.19 16.21%
Subtotal of cash out-flow from operation activity 6,529,367,477.35 5,580,212,892.06 17.01%
Net cash flow from operation activity 889,899,654.79 803,958,123.13 10.69%
Subtotal of cash in-flow from investment activity 3,865,416,741.91 2,036,906,091.62 89.77%
Subtotal of cash out-flow from investment activity 4,658,898,786.84 3,094,204,131.67 50.57%
Net cash flow from investment activity -793,482,044.93 -1,057,298,040.05
Subtotal of cash in-flow from financing activity 1,014,051,439.96 888,120,000.00 14.18%
Subtotal of cash out-flow from financing activity 1,370,980,853.33 778,844,160.72 76.03%
Net cash flow from financing activity -356,929,413.37 109,275,839.28 -426.63%
Net increased amount of cash and cash equivalent -260,511,803.51 -144,064,077.64Reasons for y-o-y relevant data with over 30% changes√Applicable □Not applicableSubtotal of cash in-flow from investment activity growth 89.77 percent y-o-y, mainly because the maturity forentrust financial investment in the Period increased over same period of last year;Subtotal of cash out-flow from investment activity growth 50.57 percent y-o-y, mainly because the out-flow ofentrust financial investment in the Period increased over same period of last year;Subtotal of cash out-flow from financing activity growth 76.03 percent y-o-y, mainly because debt payment forbanks in the period and distributed cash bonus have more out-flow over same period of last year;Net cash flow from financing activity has more RMB 466205300 out-flow over same period of last year, mainlybecause distributed cash bonus have more over same period of last year and bank loans in-flow at same period oflast yearReasons of major difference between the cash flow of operation activity in report period and net profit of the Company√Applicable □Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Mainly due to the investment, and specific influencing factors found more in supplementary information of cahsflow statement carried in Annotation of the Report.III. Composition of main business
In RMB
Increase/decrease Increase/decrease Increase/decrease
Gross profit
Operating revenue Operating cost of operating of operating cost of gross profit
ratio
revenue y-o-y y-o-y ratio y-o-yAccording to industries
Automobile parts 5,912,176,928.72 4,371,777,348.50 26.05% 14.64% 15.48% -0.55%According to productsAutomobile fuel
4,156,102,827.14 2,981,898,743.71 28.25% 6.13% 7.46% -0.89%injection system
Intake system 192,913,621.49 143,730,476.80 25.49% 12.06% 12.09% -0.02%Automobile
post-processing 1,563,160,480.09 1,246,148,127.99 20.28% 46.20% 41.20% 2.82%systemAccording to region
Domestic 5,621,505,188.04 4,090,444,865.57 27.24% 14.66% 15.40% -0.46%
Oversea 290,671,740.68 281,332,482.93 3.21% 14.23% 16.67% -2.02%Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based onlatest one year’s scope of period-end□ Applicable √ Not applicableIV. Assets and liability analysis
1. Major changes of assets In RMB
End of 2014 End of 2013 Notes of
Ratio
Ratio in Ratio in major
Amount Amount changes
total assets total assets changes
Monetary fund 2,360,027,208.92 16.29% 2,447,555,672.40 18.72% -2.43%
Account receivable 1,206,105,236.56 8.32% 1,132,835,466.09 8.66% -0.34%
Inventory 1,111,669,480.16 7.67% 986,790,491.70 7.55% 0.12%
Investment real estate 21,418,942.40 0.15% 3,424,363.44 0.03% 0.12%
Long-term equity investment 3,314,987,967.02 22.88% 2,519,560,708.20 19.27% 3.61%
Fix assets 1,349,745,789.17 9.32% 1,471,037,804.88 11.25% -1.93%
Construction in progress 477,416,068.77 3.30% 199,463,338.80 1.53% 1.77%
无锡威孚高科技集团股份有限公司 2014 年年度报告全文2. Major changes of liability
In RMB
2014 2013 Notes of
Ratio
major
Amount Ratio in total assets Amount Ratio in total assets changes
changes
Short-term loans 415,000,000.00 2.86% 399,500,000.00 3.06% -0.20%
Long-term loans 60,000,000.00 0.41% 60,000,000.00 0.46% -0.05%3. Assets and liabilities measured by fair value√Applicable □Not applicable
In RMB
Changes of fair Accumulative
Amount at the Devaluation of Amount of Amount of
value changes of fair Amount in the
Items beginning withdrawing in purchase in sale in the
gains/losses in value reckoned end of period
period the period the period period
this period into equityFinancial assets3.Financial
assets available 385,009,400.00 22,598,950.00 143,056,900.00 411,596,400.00for salesAforementioned
385,009,400.00 22,598,950.00 143,056,900.00 411,596,400.00totalFinancial
0.00 0.00liabilitiesWhether the attribute of the company’s major assets measurement has a lot changes in the reporting□Yes √□ No4. Main overseas assets□ Applicable √ Not applicableV. Analysis on core competitivenessThe Company is a key enterprise of car (power engineering) kernel components in China, currently, the Companyand its controlling subsidairies owes a complete industrial chain of diesel fuel-injection system, exhaustafter-treatment system and air intake system, expanding production and actively carried out strategic layout,strengthen technical reserves and closely corresponding to the promotion of Nation IV emission standards, anobvious advantage in industry are come into being.1. Advanced technical advantage(1) Focus on technical research, an obvious technical advantage has already taken shape. The Company is the key
Hi-Tech enterprise of State’s Torch Program as well as in Jiangsu Province. Owns the scientific research base of―National Enterprise Technical Center‖, ―Workstation for Greaduate Students in Jiangsu Province‖
无锡威孚高科技集团股份有限公司 2014 年年度报告全文and―Industrialization Base of National Hi-Tech R&D Plan Achievement‖ with advantages of technologies. Inlatest three years, spending on R&D annually takes over 3 percent of the annual revenue from main business.R&D input mainly for improving the product’s quality, increasing variety and satisfying requriement of productsupgrading and updating. The Company, always insist on the general directive idea of technical innovation strategyas ―harmony footstone, innovation as a drive and strive to create a new prospect of scientific development of theCompany‖, unswervingly implemente the ―science and technology enterprise‖ as the development strategy. Inactual work, always make R&D of the three major segment products(oil-injection system, exhaust after-treatmentsystem and intake system) at top priority, formulated an effectual innovation mechanism, that is, on core platformof the innovation system as National Technology Center, under the way of scientific decision-making with R&Doriented, supplemented by an effectual inspirtiting talents system, talent cultivating mechanism and innovationinput mechanism, continues to put more investment by encouraging tenical innovation, consolidate hardwareconstruction in technology center with purpose of being top of the industry in technology innovation area.(2) Technical merit of the diesel fuel-injection system lies a leading position in domestic. The Company is thecorporate champion of fuel injection equipment for the diesel fuel-injection system in China, technical merit holdsthe leading position in the same industry with full range of samples of diesel fuel-injection system productspossess. Varietal range, production size, marke share occupation and economic benefits stands in the professional
leading position for consecutive years. The commonr rail pump, self-exploitated by the Company and jointlydeveloped by Bosch Company has now in quantity production in order to meet the needs in Chinese market. TheBosch Automobile Diesel, jointly operates by the Company and Bosch Company, is the leader of electroniccontrol diesel injection system in China. Bosch Automobile Diesel owns a world-class equipment and employees,has item-matching, demarcate and system development ability in field of diesel injection system as well as thecapacity to develop technology of common rail pressure fuel pump, the important components, and it capable ofprojects aiming at National IV and above emission standards. Menwhile, reducing fuel comsumption by optimizedthe system settings and functions in order to meet requirment of energy-saving and const-refucing for the clients.Products of electronic control diesel injection system under the name of Bosch Automobile Diesel has to be thefirst selection for clients in China.(3) The Company’s exhaust after-treatment system technology is strong. Core technology of the exhaustafter-treatment system has reached international level, technical advantages are based on the follow points: firstly,Weifi Enviornment, the subordinate enterprise of Weifu Leader, possess the core catalyst business for the systemof exhaust after-treatment, and mastering core techniques. Secondly, Weifu Leader has the technical skills ofsystem integrated supply to down stream customers. Thirdly, Weifu Leader have product line of SCR, DOC andPOC etc., and it can be capable of providing different products for different requirement from down streamcustomers.2. Product specifications complete, large-scale production(1) The Company possess full range of samples of diesel fuel-injection system products. And it is widely used fordiesel with various power, matching for all kinds of turcks, coach, engineering machinery, marine and genratingsets. Export to Americas, South-east Asia and middle east at the same time of domestic-supporting. Quantity and
无锡威孚高科技集团股份有限公司 2014 年年度报告全文variety for the main product lines are in a leading position in the same industry domestically. The Company is thebiggest core parts manufacturers of diesel oil-injection system in China.(2) The Company has a catalyst and after-treatment system poduction line in leading position in the country,producing after-treatment products of multiple lines of catalyst, purifier and muffler, including DOC, POC, SCRand SCR controlling system, and be able to meet the purification of pollutant as CO and HC, and requirement oflower emissions of PM and NOX, meet the emission standards of National IV.(3) The Company has two manufactguring base for supercharger, that is Weifu Leader and Weifu ITM. Wheeldiameter of the supercharger covers full range of 30mm-125mm, matched majority of the small cylinder diameterDiesel Engine Plant in the country and part of the diesel engine plants with 6 cylinders, meet requirements of L/HCV and part of the passenger car. At present, the Company has the vacuum relief valve control and drive-by-wirevariable section supercharger, TiAI supercharger, electric supercharger and ceramic ball bearing supercharger thatmeets emission standards of National IV and above, and part of the kinds as gasoline engine superchargerproducts.3. Customer stability, market maturity(1) For many years, the Company simutaneous develop with the diesel main engine plants in the country. Andmaintained good cooperative relations with such plants, the Company has a stable matching supply relationshipwith the clients.(2) In aspect of exhaust after-treatment system, clients of the Weifu Leader concentrate mainly on self-ownedbarnd auto manufactures. With constantly improving of recognized degree for Leader’s products, relevantproducts will gradually access to joint venture brand car market.(3) The air intake system products- supercharger, developed by the Company is match the domestic diesel engineplant in the country recently and with supply of material accomplished; gasoline supercharger is in process ofmatching to the customers.VI. Investment analysis1. Situation of foreign equity investment(1) Situation of foreign investment√Applicable □Not applicable
Situation of foreign investment
Investment in reporting period (RMB) Investment in same period of last year (RMB) Changes
103,169,578.60 24,981,687.00 312.98%
Situation of the invested company
Equity proportion in invested
Name Main business
company for Listed company
Shanghai Cheng Ding De Venture investment, industrial investment, venture investment 15.87%
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Tong Equity Fund Co., Ltd. management, investment management and investment consulting
Weifu Autocam Automobile parts 51.00%(2)Holding equity of financial enterprise√Applicable □Not applicable
Amount of Proportion
Amount of Proportion
stock-holdi of Book
stock-holdi of Gains and
Initial ng at the stock-holdi value at
ng at the stock-holdi loss in the Accountin
Name Type investment beginning ng at the the end of Source of
end of the ng at the reporting g subject
cost(RMB) of the beginning the period stock
period end of the (RMB)
period of the (RMB)
(Share) period
(Share) period
FinancialGuolian
Securities 12,000,000. 12,000,000 assets Subscripti
Securities 18,000,000 1.20% 18,000,000 1.20% 720,000.00
company 00 .00 available onCo., Ltd.
for salesNanjing
FinancialHengtai
Insurance 1,000,000.0 1,000,000. assets Subscripti
Insurance 1,000,000 1.85% 1,000,000 1.85%
company 0 00 available onand Broker
for salesCo., Ltd.
13,000,000. 13,000,000
Total 19,000,000 -- 19,000,000 -- 720,000.00 -- --
00 .00(3)Situation of securities investment√Applicable □Not applicable
Amount
Proportio
of Proporti
n of Amount of
stock-hol on of Book
Short stock-hol stock-holdi Gains and
Initial ding at stock-ho value at
Variety of Code of form of ding at ng at the loss in the Accounti Source of
investment the lding at the end of
securities securities securitie the end of the reporting ng subject stock
cost(RMB) beginning the end the period
s beginning period (RMB)
of the of the (RMB)
of the (Share)
period period
period
(Share)
Financial
199,208,00 23,680,00 260,006,4 1,397,120 assets Subscript
Stock SDEC 600841 2.72% 23,680,000 2.72%
0.00 0 00.00 .00 available ion
for sales
Financial
Miracle 69,331,500. 151,590,0 232,500.0 assets Subscript
Stock 002009 9,300,000 2.90% 9,300,000 2.90%
Logistics 00 00.00 0 available ion
for salesOther investment in securities
0 -- 0 -- -- --held at period-end
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
268,539,50 32,980,00 411,596,4 1,629,620
Total -- 32,980,000 -- -- --
0.00 0 00.00 .00
Disclosure date of securities 2012-03-24investment approval of Board
2013-06-04reportDisclosure date of securitiesinvestment approval of Boardreport(if applicable)(4) Statement of holding other listed companies’ equity√Applicable □Not applicableOn 24th March 2012, the Company approved participation in the subscription of SDEC non-public offering A share in 23rd Meeting of6th 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 thesubscription in 12 months, restricted period (2012-3-23-2013-3-22).SDEC implemented the plan of annual profit distribution andconverting 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.In May 2013, in line with the define authority in ―Decision-making System of Major Investment and Financial‖, being discussed bythe management and approved from the Chairman, the Company decide to subscribe 9.3 million private placement shares fromMiracle Logistics with RMB 7.455 per share, a 2.9 percent in total share capital of Miracle Logistics after placement. The Companycommitted no transfer after the subscription in 12 months, restricted period (4 June 2013 to 3 June 2014).at the end of the reportingperiod the Company held Miracle Logistics 9.3 million shares.2. Trust financing, investment of derivatives and entrustment loan(1) Trust financing√Applicable □Not applicable
In 10 thousand Yuan
Amount
Amount of reserve
of for
Whether Determin Actual
Related Amount principal devaluati
Name of related Start date End date ation Estimated gains/loss
relationsh Type of trust actual on of
trustee trade or of trust of trust method of income es in
ip financing taking withdrawi
not financing financing reward period
back in ng (if
period applicable
)
Floating
Bank rate,
financing, maximize
Bank, managem 2014-01- 2014-12- d
No No 345,380 342,690 15,177.03 15,815.65
trust ent plan, 01 31 annualize
trust d ate of
products return
agreed in
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
contract
Total 345,380 -- -- -- 342,690 15,177.03 15,815.65
All refers to the self-owned capital of the Company. The trust financing was
Capital resource cumulative amount; the actual capital for trust financing is RMB 2 billion at most, and
recyclable within the limit.Overdue un-received principal and
0accumulated earnings amount
Lawsuit involved (if applicable) N/ADisclosure date for approval from the
2014-04-15Board for trust financing (if applicable)Disclosure date for approval from board ofshareholders for trust financing (ifapplicable)(2) Investment of derivatives□ Applicable √ Not applicableThe Company has no derivatives investment in the Period(3) Entrustment loan□ Applicable √ Not applicableThe Company has no entrustment loan in the Period3. Application of raised proceeds√Applicable □Not applicable(1)Overall application of raised proceeds√Applicable □Not applicable
In 10 thousand yuan
Total raised proceeds 285,012.43
Total raised proceeds invested during the reporting period 67,675
Total accumulative raised proceeds invested 253,553.64
General application of raised proceedsOn 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 bynon-public offering. On 10 February 2012, Jiangsu Gongzheng issued capital verification report (SGW(2012)No.B006), stating thatas at 10 February 2012, Weifu High-tech has already issued 112,858,000 RMB common shares (A-share) and raised capitalproceeds of RMB2,866,028,910.00. after deduction of issuance expense of RMB15,904,657.07, the net raise proceeds wasRMB2,850,124,252.93. As at the end of the reporting period, raise proceeds of RMB 2,535,536,400 has been invested.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(2) Situation of committed project of raised proceeds√Applicable □Not applicable
In 10 thousand yuan
Amount of Investm
Predicted Project
Projects accumulate ent
changed Total Total serviceab Profit Reach the feasibility
Committed d program
or not committed investme Amount le achieved predicted wasinvestment projects
(includin investment nt after invested in investment till the
&investment of condition in this interest or changed
g of raised adjustme this year
raised fund till the year-end
changed capitals nt (1) date of year not hugely or
partially) year-end (3)=(2)/
project not
(2) (1)Investment project commitmentR&D of WAPS,industrialization,
productivity 2013-10-
No 62,032 62,032 30,515.93 51,337.25 82.76% No
expansion of diesel 31common rail systemparts
Construction project 2013-10-
No 57,750 57,750 33,287.86 50,145.95 86.83% No
in industrial zone 31
Industrialization of 2015-06-
Yes 26,000 26,000 3,871.21 22,840.01 87.85% No
tail treatment system 30
Research institution 100.00 2012-12-
No 5,154 5,154 5,154 No
project % 31Battery material of
2012-12-
engines and R&D of No 10,000 10,000 No
31battery
100.00 2012-06-
Equity acquisition No 34,381.5 34,381.5 34,381.5 4,615.16 No
% 30
Liquid assets 100.00
No 90,000 89,694.93 89,694.93 No
supplementation %Subtotal of
commitment -- 285,317.5 285,012.43 67,675 253,553.64 -- -- 4,615.16 -- --projectsInvestment orientation for fund arising out of plan
285,012.
Total -- 285,317.5 67,675 253,553.64 -- -- 4,615.16 -- --
43
Situation about not 1. WAPS research development and industrial diesel common rail system components capacity enhancement
coming up to project. Under the feasibility report of this project, the date for reaching the condition for intended use was onschemed progress or 31 October 2013. As of 31 December 2013, the accumulative investment amounted to RMB 513,372,500,
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
expected revenue representing investment progress of 82.76%. Reason for lag behind the progress included: (1)the raised
and the reason(In proceeds was not in place in time (the proceeds was expected to be in place in March 2011, while the actual
specific project) cash time was February 2012); (2) The project has WAPS system products involved, which was
self-developed by the Company without example, the products have completed after work of consistency and
reliability and come to Market-Einfuehrung stage; (3) components involved in the project with diesel
common rail system: currently, with the promotion of emission standards of National IV, common rail
products have complete cover the market of National IV, the common rail components matching the Bosch
diesel common rail products are in short supply, therefore, the Company rapid up the capacity improvement
for common rail parts at present.
2. Under the feasibility report of Construction of industry park project, the date for reaching the condition
for intended use was on 31 October 2013. As of the end of the reporting period, the accumulative investment
amounted to RMB 501,459,500, representing investment progress of 86.83%. Reason for lag behind the
progress included: (1) in 2012, the project not to start as scheduled due to the relocation of governmental
parcel; the project started in April 2013; (2) The relocation has been completed at the end of 2014 and the
project was in a good process recently.
3. 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 the end of the reporting
period, 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, and there was great uncertainty in
technology and policy, 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 Not applicablefeasibility of projectAmount, usage and Not applicableprogress of using forfund raising out ofthe plan
Change of Not applicableimplementationplace of investmentproject of raisedcapitals
Applicable
Occurred in previous yearAdjustment of
In consideration of the uncertainty of emission regulation promotion (Standard Three turns to Standard Four),implementation way
and the lands are in short supply at the mean time, the original investment plan of ― Industrialization of tailfor investment
treatment system‖ met no needs of the subsidiary Wuxi Weifu Leader Catalytic Converter Co., Ltd. ofproject of raised
implementing subject company in aspect of development. Therefore, part of the content in ―Industrializationcapitals
of tail treatment system‖ was changed by the Company. The abovementioned event has been deliberated and
approve by 9th meeting of 7th session of the Board held on 26 March 2013 and annual shareholders’ general
meeting of 2012 held on 23 May 2013 respectively, the ―Proposal of Changing the Investment Plan with
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Raised Proceeds‖ was published on Juchao Website dated 28 March 2013, found more details in Notice No.:
2013-007. The adjustment for the investment plan of ―Industrialization of tail treatment system‖ changes no
investment orientation of the raised proceeds, only the investment amount changed from RMB 260 million to
RMB 340 million, the adjusted part will supply with self-owned capital. The project expected to reach
serviceable condition after adjustment in June 2015. The changes for raised proceed this time has no influence
on the investment orientation and actual content of implementation without affect the implementation of
investment plan. The adjustment guarantees a normal utilization of raised proceeds and smoothly
implementation of projects of raised proceeds, and in line with the actual condition of the Company and
long-term development plan.
Applicable
According to the Verification Report of Fund-Raised Project Invested in Advance with Self-raised Funds of
WFHT (Su Gong W[2012] No. E1100) issued by Jiangsu Gongzheng Tianye Certified Public Accountants
Regulation of Co., Ltd. Up to 29 February 2012, the actual investment funding for fund-raised project invested in advance
implementation with self-raised funds amounting as 299.12 million Yuan, including 1. R&D of WAPS, industrialization,ways of investment productivity expansion of diesel common rail system parts: 180.05 million Yuan; 2. construction project inproject of raised industrial zone: 16.62 million Yuan; 3. industrialization of tail treatment system: 28.56 million Yuan; 4.
capitals research institution project: 51.54 million Yuan; 5. Equity acquisition project: 22.35 million Yuan. On 31
March 2012, the Proposal of Replacing the Working Capital Input to Projects by Raised Capital was
deliberated and approved by 2nd extraordinary meeting of 7th session of the Board, agreed to replacing the
working capital input to projects by raised capital with 299.12 million Yuan.
Invested in Not applicablepre-phases andreplacement forraised fund projectsTemporarilysupplement for thecurrent capitals withidle raised capitals
Usage and trend of Not applicableunused raisedcapitalsInvested in
On the storage and the usage of raised capitals, the company’s execution strictly based on related laws andpre-phases and
regulations and three-party supervision protocol of raised capitals (four-party supervision protocol of raisedreplacement for
capitals) in the reporting period.raised fund projectsIssues or otherconditions found in
Not applicableuse of fund raisedand disclosure
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(3)The changed project of raised proceeds□ Applicable √ Not applicableThe Company has no project of raised proceeds changed in the Period4. Main subsidiaries and stock-jointly companies√Applicable □Not applicableParticular about main subsidiaries and stock-jointly companies
In RMB
Main
Company Register Operating Operating
Type Industries products or Total assets Net Assets Net profit
name capital revenue profit
service
Weifu Fuel injection
Automobile 300,000,00 1,211,695,9 966,202,69 1,652,389,7 320,427,73 274,145,25
Automotive Subsidiary system
parts 0.00 67.68 4.00 98.70 9.10 2.40
Diesel productions
Post-processi
Weifu Automobile 502,596,30 1,948,654,4 1,087,753,7 1,684,437,6 179,660,72 163,423,60
Subsidiary ng system
Leader parts 0.00 16.23 88.40 72.19 0.31 6.65
productions
Fuel injection
Weifu Automobile 346,286,82 963,499,34 735,771,96 540,245,71 65,076,775. 63,351,827.
Subsidiary system
Jinning parts 5.80 1.37 0.72 3.87 48 17
productions
Bosch Fuel injection
Joint-stock Automobile USD241,00 8,394,329,2 6,335,018,1 9,809,093,9 2,239,897,9 1,846,063,4
Automobile system
company parts 0,000.00 00.00 88.00 36.00 55.00 93.00
Diesel productions
Zhonglian Joint-stock Automobile Petrol system 600,620,00 2,683,409,2 2,660,168,9 9,986,411.7 1,028,387,0 1,027,126,3
Electronic company parts productions 0.00 12.87 24.99 9 40.55 62.54Notes of main subsidiaries and stock-jointly companiesBenefit from the promotion of National IV emission standards, products of the National IV manufactured by theCompany is behind the requirement. the common rail pump and diesel after-treatment system products comes to anew point of growth by seizing the opportunity; operation revenue, operation profit and net profit of the WeifuDiesel and Weifu Leader for year of 2014 has been a sharp increase respectively over same period of last year;Benefit from the promotion of National IV emission standards, shares holding corporate Weifu Automotive Dieselgains a more increase of operation revenue, operation profit and net profit in 2014 over same period of last year;Impact by market demand, operation revenue, operation profit and net profit in 2014 for Weifu Jinning presentedthe great scope drops.Particular about subsidiaries obtained or disposed in report period√Applicable □Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Purpose of getting
Name of and treating Influence on overall
The way of getting and treating subsidiary in the reporting
company subsidiary in the product and performance
reporting
Cancel in February of the Period, the profit statement and cash
No operation for
Weifu Nano flow statement from period-begin to date of the cancelled No influence
long-term
included in consolidated statement for the Period
Cancel in April of the Period, the profit statement and cash flow
Adjustment of
Weifu Jialin statement from period-begin to date of the cancelled included in No influence
product structure
consolidated statement for the Period5. The significant progress of non-raised proceeds investment□ Applicable √ Not applicableThe Company had no significant progress of non-raised proceeds investment in the Period.VII. Prediction of business performance from January –March 2015Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or thewarning of its material change compared with the corresponding period of the last year and explanation on reason□ Applicable √ Not applicableVIII. Special purpose vehicle under the control of company□ Applicable √ Not applicableIX. Prospects on future developmentThe Company operates business in auto components industry, producing and selling fuel injection system product,auto post-processing system products and auto intake system products.(I)Industry Competition Structure and Growing TrendChina’s economy comes to a ―new normal‖, and is in an important phase of transition. With the implementation ofthe national development strategy as ―One Belt and One Road‖, ―Three Economic Zones‖ and ―Made in China2025‖, and encouraging creativity and strengthen on energy-saving and emission-reduction, bringing a newdevelopment opportunity to the industry of commercial vehicles. And efficiently promoting the technologystandards of kernel components of commercial vehicles, helped to the growth of National IV produtcs.(II)Operation plan for year of 2014The Company seized the market opportunity of regulations changed, practically promote industrial restructuring,exploiting new business growth, focus on improving the quality and benefit for economic gains, acehived a stabledevelopment for the enterprise and reinforing competitiveness constantly.1. Continuously promoting product strcture adjustment, accelerate building of system’s capacity. Three majorsystem’s overall integration ability is the key to competitiveness of kernel components, based on the integratedplanning, priority breakthrough, resources sharing to further strengthen resources integration and increase system
无锡威孚高科技集团股份有限公司 2014 年年度报告全文ability rapidly.2. Improved risk control system, intensify financial controls. Strictly pre-control the operation fund risks andcntroling expenses Completes the treatment of account receivable and product inventory arising from the switchof emission standards; around by two main lines of ―cost controlling flows‖ and ―capital controlling flows‖, putmore efforts on quality of the financial control; strengthen seriousness of the badget management, increasecontrolling points for the costs, total employee involvement of cost control, expenses control and improveefficiency; promoted the internal control and process mechanims buildings in every business divisions of theGroup, plug up loopholes and reduced various operation risks; reinforced the captial allocation, improvedmovement quality of the working capital.3. Improve movement quality, focus on continual improvement and established culture of Made -by-Weifu.Strengthen process control in quality management, the ability census of the systematic pushing equipement andimprovement, promote on-line monitor and application of the bad-proof instrument, firmly grasp the processchange management popularization and lean production, makes the lean production idea to be rooted toemployees, put them into effect, gradually building a culture of Made-by-Weifu center as quality, respct creativityand laboring.4. Carried out deepen and application of the ERP system5. Speed up the industrial distribution adjustment, promote basic consstrution6. Improve the talent development incentive standards, strengthen personnel control ability. Comprehensivelyupgrading the talent development and incentive quality for the Group, put more efforts on strategy core talentintroduction and cultivation ability, improved relevant supporting management system for the talent introduction;pushed employee management whoes invovled in the adjsutment of industgry layout in a steady way, continualupgrading production efficiency of the employees.(III)Development strategyPositively develop the fuel injection system products, after-treatment system products and engine intake system(supercharger) corrsponding to the national energy-saving and emission reduction standards, creating anddevelping a new pattern on that basis, Weifu reconstruction in 2020.(IV) Risk for year of 2014The macroeconomic environment in and out of China, automotive industry policy and execution of the NationalIV Emission Standards will makes a large impact on development of the Company.X. Explanation of the Board of Directors on the “Qualified Opinion” of the report made bythe CPAs□ Applicable √ Not applicableXI. Explanation on changes of accounting policy, accounting estimation and settlementmethod compared with the last year’s financial report√Applicable □Not applicableI. Changes of accounting policies
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(I)The reasons for the changes of accounting policies1. Minsitry of Finance released 7 regulations since 26 January 2014: three accounting standardsincreased, that is "Accounting Standards for Business Enterprises No. 39 - Fair Value Measurements ","Accounting Standards for Business Enterprises No. 40 - Joint Venture Arrangement" and "Accounting Standardsfor Business Enterprises No. 41 - Disclosure of Interests in Other Entities"; four standards are revised, including"Accounting Standards for Business Enterprises No. 2 - Long-term Equity Investments, "Accounting Standardsfor Business Enterprises No. 9 - Employee Remuneration‖, " Accounting Standards for Business Enterprises No.30 - Presentation of Financial Statements " and " Accounting Standards for Business Enterprises No. 33 -Consolidated Financial Statements ". and requires s implementing the accounting standards within the enterprisewho has the accounting standards executed since 1 July 2014.2. On June 20, 2014, the Ministry of Finance revised the "Accounting Standards for Business Enterprises No. 37 -Presentation of Financial Instruments", which requires the enterprises to present the financial instruments in thefinancial reports of 2014 and the subsequent periods in accordance with the requi rements of the accountingstandards.3. On July 23, 2014, the Ministry of Finance released the decision of revising ―Accounting Standards for BusinessEnterprises - Basic Standards", which requires the enterprises implementing the accounting standards to executesince the release date.(II) The accounting policies before change"Accounting Standards for Business Enterprises - Basic Standards", 38 specific accounting standards, accountingstandards application guide, accounting standards interpretations and other relevant provisions issued by theMinistry of Finance on February 15, 2006.(III) The accounting policies after changeAfter the changes, accounting standards of the Company refers to the 8 rules of Accounting Standards forBusiness Enterprises No.2, No. 9, No.30, No.33, No.37, No.39, No.40 and No.41 that released by Ministry ofFinance since 26 January 2014 and the Accounting Standards for Business Enterprises- Basic Norms revised dated23 July 2014. Relevant regulations and rules issued by Ministry of Finance on 15 Feburary 2006 are be used forthe parts without changed.II. The specific circumstances of the accounting policy change and the impact on the companyThe Company executed the 7 new or revised accounting standards except the Presentation of FinancialInstruments since 1 July 2014, and started executing the Presentation of Financial Instruments in preparing theannual financial report of 2014. And impart on items and amount of current and previous financial statements areas due to the adjustment for standards engagement:
Amount impact on relevant Amount impact on relevant
financial statement dated 31 financial statement dated 1
Standards after revisi Name of item involved
December 2013/ for year of January 2013/ for year of 2013
2013 (Increase +/decrease -) (Increase +/decrease -)―Accounting Standard for
Long-term equity investment -102,940,000.00 -102,940,000.00Business Enterprises No. 2 –Long-Term Equity Investment‖
Financial assets available for sale 102,940,000.00 102,940,000.00
―Accounting Standard for Employee Benefits -122,586,433.61 -132,424,637.05
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Business Enterprises No. 9 –
Long-term remuneration payables 122,586,433.61 132,424,637.05Employee Benefits‖
―Accounting Standard for Other non-current liability -195,506,040.61 -133,879,108.31Business Enterprises No. 30 –Presentation of Financial
Deferred income 195,506,040.61 133,879,108.31Statements‖
―Accounting Standard for
Capital surplus -98,999,415.00 -56,509,360.00Business Enterprises No. 30 –
Presentation of Financial
Other comprehensive income 98,999,415.00 56,509,360.00Statements‖Change of the accounting policy shows no impact on the total asstes, total liabilities and net assets end as 2013and 2012 as well as the net profit of 2013 and 2012, except for the listing of items of financial statements.XII. Particular about major accounting errors correction that needs retroactive re-statementin reporting period□ Applicable √ Not applicableNo particular about major accounting errors correction that needs retroactive re-statement for the Company in the reporting.XIII. Compare with last year’s financial report; explain changes in consolidation statement’sscope√Applicable □Not applicable(1) Weifu Nano cancel in February of the Period, the profit statement and cash flow statement from period-begin to date of thecancelled included in consolidated statement for the Period;(2) Weifu Jialin cancel in April of the Period, the profit statement and cash flow statement from period-begin to date of the cancelledincluded in consolidated statement for the PeriodXIV. Profit and dividend distributionFormulation, Implementation and Adjustment of Profit Distribution Policy Especially Cash Dividend policy during the ReportingPeriod√Applicable □Not applicableThe bonus scheme of the Company was formulated strictly in line with relevant regulation of Article of Association.The Company attached great importance to a reasonable return to investors. In 2012, in accordance with the―Notice on Further Implementation of Relevant Matters of Cash Dividend for Listed Company‖ from CSRC and―Notice on Further Implementation of Relevant Requirement of Cash Dividend for Listed Company‖ fromJiangsu Securities Regulatory Bureau, and according to actual circumstance of the Company, amendment of partof the clause of ―Article of Association‖ was deliberated and approved in 2 nd extraordinary general meeting of2012 held dated 27 August 2012. (Found more in ―Resolution Notice of 2nd extraordinary general meeting of2012‖ released on Juchao Website dated 28 August 2012). During the reporting period, profit distribution plan ofthe Company is strictly in line with the regulations of cash dividend policy regulated in ―Article of Association‖,fully listened to the opinions from the independent directors and minority investors safeguarded the lawful interestof minority shareholders.The profit distribution plan for 2014: based on the new total share capital of 1,020,200,992 shares, distribute cashdividend of RMB 4.00 (tax included) for every 10 shares, and no capitalization of capital reserve.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Special explanation on cash dividend policy
Satisfy regulations of General Meeting or requirement of Article of Association (Y/N): Y
Well-defined and clearly dividend standards and proportion (Y/N): Y
Completed relevant decision-making process and mechanism (Y/N): Y
Independent directors perform duties completely and play a proper role (Y/N): YMinority shareholders have opportunity to express opinions and demands totally and their legal rights are fully
Yprotected (Y/N):Condition and procedures are compliance and transparent while the cash bonus policy adjusted or changed
Not applicable(Y/N):The profit distribution plan and capitalization of capital reserve plan of the Company for the last three years (reporting periodincluded)The profit distribution plan for 2012: based on the total share capital of 680,133,995 shares as at the end of 2012,distribute cash dividend of RMB3.00 (tax included) for every 10 shares, 5 shares bonus issued (tax included) andno capitalization of capital reserve. The plan has been implemented completely in July 2013.The profit distribution plan for 2013: based on the total share capital of 1,020,200,992 shares as at the end of 2013,distribute cash dividend of RMB3.00 (tax included) for every 10 shares, and no capitalization of capital reserve.The profit distribution plan for 2014: based on the new total share capital of 1,020,200,992 shares, distribute cashdividend of RMB 4.00 (tax included) for every 10 shares, and no capitalization of capital reserve.Cash dividend in latest three years
In RMB
Proportion of
Amount
Net profit attributable to Ratio in net profit attributable to the amount
reckoned into
Year for Amount for cash shareholders of listed shareholders of listed company reckoned into
bonus shares bonus (tax included) company in consolidation contained in consolidation cash bonus
cash bonus
statement for bonus year statement from cash
from cash
repurchase
repurchase
2014 408,080,396.80 1,539,439,686.81 26.51% 0.00 0.00%
2013 306,060,297.60 1,108,221,450.83 27.62% 0.00 0.00%
2012 204,040,198.50 889,326,939.46 22.94% 0.00 0.00%The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividendproposed□ Applicable √ Not applicableXV. Profit distribution plan and capitalizing of common reserves plan for the Period√Applicable □Not applicable
Bonus shares for every 10-share (Share) 0
Dividends for every 10-share (RMB) (Tax included) 4.00
Shares added for every 10-share base (Share) 0
Equity base of distribution plan (Share) 1,020,200,992
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Total cash dividend(RMB) (Tax included) 408,080,396.80
Distributable profits (RMB) 3,908,431,926.63
Ratio of cash dividend in total profit distribution 100.00%
Cash dividend policy:Other
Detail explanation on profit distribution or capitalization from capital public reservePursuit to the Standard Unqualified Auditor’s Report for year of 2014 issued by Jiangsu Gongzheng, the profit available fordistribution of the parent company for year of 2014 are as: retained profit at beginning of the 2014 was RMB 3,013,207,200, plusnet profit of the parent company for year of 2014 RMB 1,277,776,800, less the legal surplus withdrawal in the year RMB76491800, and deducted cash bonus distributed for year of 2013 RMB 306,060,300, the retained profit for end of the 2014amounting to RMB 3,908,431,900. Profit distribution plan for year of 2014: on base of the total 1020,200,992 shares at end of2014, distributed 4.00 Yuan (tax included) in cash for each 10 shares, no transfer of reserve to common shares. The remainingretained profit carried forward to next year. Profits allocate for year of 2014 amounting to RMB 408,080,400.XVI. Social responsibility√Applicable □Not applicableMore details of the company ―social responsibility report 2014‖ could be found in Juchao Website, the identifiable informationdisclosure website by Shenzhen Stock Exchange. (www.cninfo.com.cn)The listed company and subsidiaries is in the range of heavy pollution industry that regulated by State environment protectiondepartments
□Yes √ No □Not applicableThe listed company and subsidiaries owes other major social safety issues
□Yes √ No □Not applicableAdministrative penalty occurred in reporting period
□Yes √ No □Not applicableXVII.In the report period, reception of research, communication and interview√Applicable □Not applicable
Contents discussed and
Time Place Way Type Reception
material provided
Eighteen people of CITIC Securities,
Fullgoal Fund, HuaAn Funds, Penghua Fund,
Korea Investment, Mirae Assets, Tokyo
Communicated with the
Office of the Spot Haishang Assets Company, Rubowai
2014-03-04 Institution Company with their
Board research Investment Company, Cephei capital,
concern
Goldstate Securities, CIFM, Zhizhu
Investment, BOC Asset Management,
Huatai-Pinebridge Fund etc.
Scene of the Spot Basic condition of the
2014-06-20 Institution Institution
shareholders’ research Company, implementation
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
general meeting of Standard IV and views
on market in 2014
The Company answered the
questions of 380 for
investors online through the2014-01-12- Office of the
Other Individual Public investor investor relations
31 Board
interactive
platform(http://irm.p5w.net/
dqhd/sichuan/)
Basic condition of the
Company, implementation
Telephone of Standard IV and views2014-01-12- Office of the
communicat Individual Public investor/ Institution on market in 2014,
31 Board
ion telephone communication
with investors more than
500.
Reception (times) 938
Number of hospitality 98
Number of individual reception 783
Number of other reception 57Disclosed, released or let out major undisclosed
Noinformation
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section V. Important EventsI. Significant lawsuits and arbitrations of the Company□ Applicable √ Not applicableNo lawsuit or arbitration of the company in the annual.II. Questioned from media□ Applicable √ Not applicableNo media questioned for the Company in reporting periodIII. Non-operational fund occupation of the listed company from controlling shareholder andits related parties□ Applicable √ Not applicableNo non-operational fund occupation from controlling shareholders and its related party in period.IV. Bankruptcy reorganization
□ Applicable √ Not applicableNo bankruptcy reorganization for the Company in reporting periodV.Trade of assets1. Purchase of assets□ Applicable √ Not applicableNo purchase of assets for the Company in reporting period2. Assets sold□ Applicable √ Not applicableNo assets sold for the Company in reporting period3. Enterprise merger
□ Applicable √ Not applicableNo enterprise merger for the Company in reporting periodVI. Implementation of the company’s equity incentive and the effects□ Applicable √ Not applicableNo equity incentive plan formulated and implemented by the Company.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文VII. Significant related transaction1. Related transaction connected to routine operations√Applicable □Not applicable
Related Proportio Related
Similar
Related Related transaction n in the
Related Related Related transactio trading
transactio transacti Pricing amount (in amount of Date of Index of
transactio relationshi transacti n market
n on principal 10 the same disclosure disclosure
n parties p on price price
type content thousand transactio settlement
mode available
Yuan) n
Weifu 2014-04- ‖Predictio
Procurem
Precision 15 n of Daily
ent of Procure Accordin
Machiner Associated Market Related
goods or ment of 4,631.47 1.13% g to the
y company price Transacti
labor goods contract
Manufact on for
service
uring year of
2014‖
Associated
and
company, Procurem
―Resoluti
Bosch controlling ent of Procure Accordin
Market on Notice
Diesel subsidiary goods or ment of 21,276.48 5.21% g to the
price of Annual
System of German labor goods contract
Sharehold
Bosch service
ers
Company
General
Procurem Meeting
Weifu Joint
Environm venture of
ent of Procure
Market
Accordin of 2013‖
goods or ment of 76,466.81 18.71% g to the published
ent Weifu price
labor goods contract on Juchao
Protection Leader
service Website
Second Procurem
largest ent of Procure Accordin
German Market
shareholde goods or ment of 11,165.62 2.73% g to the
Bosch price
r of the labor goods contract
Company serviceWeifuPrecision
Sales of Accordin
Machiner Associated Sales of Market
spare 1,704.08 0.27% g to the
y company goods price
parts contractManufacturing
Associated
company,
Bosch controlling Sales of Accordin
Sales of Market
Diesel subsidiary spare 144,248.08 22.70% g to the
goods price
System of German parts contract
Bosch
Company
Weifu Joint
Sales of Accordin
Environm venture of Sales of Market
raw 2,111.22 0.33% g to the
ent Weifu goods price
material contract
Protection Leader
Second
largest Sales of Accordin
German Sales of Market
shareholde spare 862.39 0.14% g to the
Bosch goods price
r of the parts contract
Company
Large Lease
Wuxi Accordin
shareholde for land
Industry Other 320 g to the
r of the use
Group contract
Company rights
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
payable
Associated Labor
company, service
Bosch controlling and Accordin
Diesel subsidiary Other technolo 374.86 g to the
System of German gy contract
Bosch service
Company payable
Associated
company,
Technol
Bosch controlling Accordin
ogy
Diesel subsidiary Other 770.83 g to the
service
System of German contract
payable
Bosch
Company
Weifu Joint
Rental Accordin
Environm venture of
Other receivab 216.66 g to the
ent Weifu
le contract
Protection Leader
Associated
company,
Bosch controlling Purchase Accordin
Diesel subsidiary Other of fixed 2,520.87 g to the
System of German assets contract
Bosch
Company
Weifu Joint
Sales of Accordin
Environm venture of
Other fixed 546.24 g to the
ent Weifu
assets contract
Protection Leader
Total -- -- 267,215.61 -- -- -- -- --Detail of sales return with major amount
Not applicableinvolved
The above mentioned related transactions are the necessary trading which closelyNecessity and sustainable of related
concerned with daily operation of the Company, Board of the Company guarantee thetransaction as well as reasons of related
above mentioned exercising in a fair value pricing and reasonable payment/receivetransaction with related parties(not with
condition from point of protecting interest of investors, no interest of the listedother marketing dealers)
company injured.Influence on independence of listed
Shows no influence on independence of the Companycompany from related transactionDependence on related parties from theCompany, as well as related measurements Not applicable(if applicable)
Report the actual implementation of the The total amount from daily related transaction in reporting period still in the predicted
normal related transactions which were amount that approved in Annual Shareholders’ General Meeting of 2013, the predicted
projected about their total amount by types amount of daily related transactions for year of 2014 at year-begin amounting as RMB
during the reporting period (if applicable) 2,941,200,000 in total.Reasons for major differences between
trading price and market reference price (if Not applicableapplicable)2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicableNo related transactions by assets acquisition and sold for the Company in reporting period3. Main related transactions of mutual investment outside
□ Applicable √ Not applicableNo main related transactions of mutual investment outside for the Company in reporting period4. Contact of related credit and debt
无锡威孚高科技集团股份有限公司 2014 年年度报告全文□ Applicable √ Not applicableNo contact of related credit and debt for the Company in reporting period5. Other related transactions□ Applicable √ Not applicableNo other related transactions for the Company in reporting period.VIII. Major contract and implantation1. Trusteeship, contract and leasing(1) Trusteeship
□ Applicable √ Not applicableNo trusteeship for the Company in reporting period(2) Contract
□ Applicable √ Not applicableNo contract for the Company in reporting period(3) Leasing
□ Applicable √ Not applicableNo leasing for the Company in reporting period2. Guarantees√Applicable □Not applicable
In 10 thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)
Related Actual date of
Complete Guarante
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen e for
ent (Date of
Company guaranteed limit guarantee limit type term tation or related
disclosure signing
not party
date agreement)
Guarantee of the Company for the subsidiaries
Related Actual date of
Complete Guarante
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen e for
ent (Date of
Company guaranteed limit guarantee limit type term tation or related
disclosure signing
not party
date agreement)Ningbo Tianli
Joint liability
Turbocharging 2014-01-17 6,000 2013-12-24 6,000 3 years No No
guarantyTechnology Co., Ltd.
Total amount of actualTotal amount of approving
occurred guarantee for
guarantee for subsidiaries in 29,000 6,000
subsidiaries in report periodreport period (B1)
(B2)
Total balance of actualTotal amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 29,000 6,000
the end of reporting periodend of reporting period (B3)
(B4)Total amount of guarantee of the Company( total of two abovementioned guarantee)
Total amount of approving Total amount of actual
29,000 6,000
guarantee in report period occurred guarantee in report
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
(A1+B1) period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 29,000 guarantee at the end of report 6,000
period (A3+B3) period (A4+B4)The proportion of the total amount of actually guarantee in the
0.55%net assets of the Company (that is A4+ B4)Including:Amount of guarantee for shareholders, actual controller and its
0related parties(C)The debts guarantee amount provided for the guaranteed parties
0whose assets-liability ratio exceed 70% directly or indirectly(D)Proportion of total amount of guarantee in net assets of the
0Company exceed 50%(E)
Total amount of the aforesaid three guarantees(C+D+E) 0Explanations on possibly bearing joint and several liquidating
Not applicableresponsibilities for undue guarantees (if applicable)Explanations on external guarantee against regulated
Not applicableprocedures (if applicable)Explanation on guarantee with composite way(1) Guarantee outside against the regulation□ Applicable √ Not applicableNo guarantee outside against the regulation in Period3. Other material contracts
□ Applicable √ Not applicableNo other material contracts for the Company in reporting period4. Other material transaction
□ Applicable √ Not applicableNo other material transactions for the Company in reporting periodIX. Implementation of commitments1. Commitments from the Company or shareholders (with over 5% shares held) occurred in reportingperiod or occurred in previous period but continued to this period√Applicable □Not applicable
Commitment Dated for Commitm
Commitments Contents Implementation
party commitment ent term
In order to promote the listed In order to fully mobilize the enthusiasm
company’s steady and healthy of senior executives, perfected and
development, fully mobilize improved the Company’s incentive and
senior executives so as to restraint mechanism, largest
ensure to combine the shareholder-Industry Group, proposed that
interests of the governance established incentive fund in WFHT and
Wuxi Industry and shareholders of the formulated specific implementation
Share Merger Development Company, Weifu Industry measures instead of the management
2006-04-05
Reform Group Co., Group committed: after Weifu equity incentive plan, carried out mid and
Ltd. High-tech finishing Share long-term incentive with purpose of
Merger Reform, under related promoting the health and stable
regulations of the state and development of WFHT for the core talents,
Wuxi government in terms of management included. The ―Unfulfilled
governance encouragement Commitment of Share Merger Reform
system of listed company, the Made by Majority Shareholder and
Group would the stock Proposal of Changing the Management
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
incentive plan for Incentive Mechanism Plan of WFHT‖ and
management level of Weifu ―Implementation Method of Incentive
High-tech. Fund‖ were deliberated and approved by
AGM of 2013 held on 20 June 2014.
Commitments fulfilled.Commitmentsin report ofacquisition orequity changeCommitmentsin assetsreorganization
The privately offering of the
Company totally issue
112,858,000 A-shares to
Wuxi Industry
substantial shareholder WuxiCommitments Development
Industry Group and foreign
in initial Group Co.,
strategy investor ROBERT
public Ltd. and Implementing
BOSCH GMBH. The aboveoffering or ROBERT
said shares are listed forrefinancing BOSCH
trading in Shenzhen Stock
GMBH
Exchange since 29 February
2012 with 36-month
restrictionothercommitmentsto minorityshareholdersof theCompanyCompleted on
Yestime or notDetail reasonsforun-compleme
Not-applicablent and furtherplan(ifapplicable)2. Concerning assts or project of the Company, which has profit forecast, and reporting period still inforecasting period, explain reasons of reaching the original profit forecast□ Applicable √ Not applicableX. Appointment and non-reappointment (dismissal) of CPAAccounting firm appointed
Name of domestic accounting firm Jiangsu Gongzheng Tianye CPA Co., Ltd. (LLP)
Remuneration for domestic accounting firm (in 10 thousand Yuan) 142
Continuous life of auditing service for foreign accounting firm 23
Name of domestic CPA Zhang Caibin, Zhu YouminWhether re-appointed accounting firms in this period or not□Yes √□ NoAppointment of internal control auditing accounting firm, financial consultant or sponsor
无锡威孚高科技集团股份有限公司 2014 年年度报告全文√Applicable □Not applicableBeing deliberated in Annual Shareholders General Meeting of 2013, Jiangsu Gongzheng was appointed as auditaccounting firm for internal control of the Company for year of 201 4. In the Period, auditing charge for internal controlamounting to accounting firms as RMB 160,000.XI. Explanation from Supervisory Committee and Independent Directors (if applicable) for“Qualified Opinion” from the CPA□ Applicable √ Not applicableXII. Penalty and rectification□ Applicable √ Not applicableNo penalty and rectification for the Company in reporting period.XIII. Suspension and delisting after disclosure of annual report□ Applicable √ Not applicableXIV. Other material events□ Applicable √ Not applicableThe Company had no other material event in the Period.XV. Significant events of the subsidiaries□ Applicable √ Not applicableXVI. Corporate bond offering□ Applicable √ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section VI. Changes in Shares and Particulars about ShareholdersI. Changes in Shares1. Changes in Shares
In shares
Before the Change Increase/Decrease in the Change (+, -) After the Change
New Capitalizatio
Bonus Proport
Amount Proportion shares n of public Others Subtotal Amount
shares ion
issued reserve
I. Restricted shares 234,279,323 22.96% -64,941,598 -64,941,598 169,337,725 16.60%
1. State holding 02. State-owned
118,967,998 11.66% -64,941,598 -64,941,598 54,026,400 5.30%
corporate shares3. Other domestic
50,725 0.01% 50,725 0.01%sharesIncluding: domestic
0 0corporate sharesDomestic nature
50,725 0.01% 50,725 0.01%person shares
4. Foreign shares 115,260,600 11.30% 115,260,600 11.30%Including: Foreign
115,260,600 11.30% 115,260,600 11.30%corporate sharesForeign nature person
0 0shares
II. Unrestricted shares 785,921,669 77.04% 64,941,598 64,941,598 850,863,267 83.40%1. RMB Ordinary
613,541,669 60.14% 64,941,598 64,941,598 678,483,267 66.51%shares2. Domestically listed
172,380,000 16.90% 172,380,000 16.90%foreign shares3. Foreign listed
0 0foreign shares
4. Other 0 0
100.00
III. Total shares 1,020,200,992 100.00% 1,020,200,992
%Reasons for share changed□ Applicable √ Not applicableApproval of share changed□ Applicable √ Not applicableOwnership transfer of share changed
无锡威孚高科技集团股份有限公司 2014 年年度报告全文□ Applicable √ Not applicableInfluence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to commonshareholders of Company in latest year and period□ Applicable √ Not applicableOther information necessary to disclose for the Company or need to disclosed under requirement from security regulators□ Applicable √ Not applicable2. Changes of restricted shares√Applicable □Not applicable
In shares
Shares Restricted Shares
Opening shares Ending shares Restricted
Shareholders released in Increased In the Date for released
restricted restricted reasons
Period PeriodWuxi Industry
Commitment
Development 118,967,998 64,941,598 54,026,400 2014-7-29
of share reformGroup Co., Ltd
Total 118,967,998 64,941,598 0 54,026,400 -- --II. Security offering and listing1. Previous security offering in latest three years at period-end√Applicable □Not applicable
Numbers
Stock/derivative Offering price (or Circulation End of trading
Offering date Listing date approved for
securities interest rate) number date
tradingCommon stock
Privately offering 2012-02-07 25.395 112,858,000 2012-02-29 112,858,000Convertible corporate bond, separable-traded convertible bond and corporate bondsWarrantExplanation on security offering in previous three yearsOn 21 January 2012, being approved by CSRC ―Approval of Reply on Privately Offering of WEIFUHIGH-TECHNOLOGY GROUP CO.,LTD‖ (ZJXK [2012] No.109), the Company offering no more than112,858,000 new shares in total.The privately offering of the Company totally issue 112,858,000 shares to two objects with offering price of25.395 Yuan per share for 2866.0289 million Yuan collected. The above said shares are listed for trading inShenzhen Stock Exchange since 29 February 2012 with 36-month restriction; listing date predicted as 1 March2015.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文2. Explanation on changes of total shares and shareholders structure as well as changes of structure ofassets and liability□ Applicable √ Not applicable3. Existing internal staff shares□ Applicable √ Not applicableIII. Particulars about shareholder and actual controller of the Company1. Amount of shareholders of the Company and particulars about shares holding
In shares
Total common
Total preference shareholders
Total common shareholders at end of
with voting rights recovered at
shareholders in 39,507 the 5th trading day 45085 0
end of reporting period (if
reporting period-end before annual report
applicable) (found in note8)
disclosed
Particulars about shares held above 5% by shareholders or top 10 shareholding
Proportio Total Number of share
Changes Amount of Amount of
Full name of Nature of n of shareholders at pledged/frozen
in report restrict shares un-restrict
Shareholders shareholder shares the end of report State of
period held shares held Amount
held period shareWUXI INDUSTRY
State-owned
DEVELOPMENT 20.00% 204,059,398 54,026,400 150,032,998
legal personCROUP CO., LTD.ROBERT BOSCH Foreign legal
14.00% 142,841,400 115,260,600 27,580,800
GMBH personChina ConstructionBank-Fullgoal
Domestic
Tianbo Innovation 1.73% 17,600,000 17,600,000
non-state-owne
Theme Stock d legal personSecuritiesInvestment FundCCB-Bosera Theme Domestic
Industry Stock non-state-owne 1.67% 17,000,000 17,000,000Investment Fund d legal person
National Social Domestic
Security Fund-103 non-state-owne 1.51% 15,354,520 15,354,520
portfolio d legal personBBH BOS S/A
Foreign legal
FIDELITY FD - 1.43% 14,551,379 14,551,379
personCHINA FOCUS FDNCI—Bonus—Indi Domestic
vidual Bonus non-state-owne 1.21% 12,339,394 12,339,394-018L-FH002 Shen d legal person
National Social Domestic
Security Fund-106 non-state-owne 1.10% 11,240,075 11,240,075
portfolio d legal personBOCOM—Fullgoal
DomesticTianyi Value
non-state-owne 0.91% 9,263,442 9,263,442Security Investment
d legal personFund
ICBC- Jinshun Domestic
Greatwall Selected non-state-owne 0.69% 6,999,974 6,999,974
Blue-Chip Stock d legal person
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Investment Fund
Among the top ten shareholders, the Company knew there has no associated relationship
between Wuxi Industry Development Croup Co., Ltd., the first largest shareholder of the
Explanation on associated Company, and other shareholders; and they do not belong to the consistent actionist
relationship among the aforesaid regulated by the Management Measure of Information Disclosure on Change of
shareholders Shareholding for Listed Company. Fullgoal Tianbo Innovation Theme Stock Securities
Investment Fund and Fullgoal Tianyi Value Security 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 period-end Type Amount
WUXI INDUSTRY DEVELOPMENT CROUP CO., LTD. 150,032,998 RMB common shares
Domestically foreign
ROBERT BOSCH GMBH 27,580,800
sharesChina Construction Bank-Fullgoal Tianbo Innovation Theme
17,600,000 RMB common sharesStock Securities Investment Fund
CCB-Bosera Theme Industry Stock Investment Fund 17,000,000 RMB common shares
National Social Security Fund-103 portfolio 15,354,520 RMB common shares
Domestically foreign
BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 14,551,379
shares
NCI—Bonus—Individual Bonus -018L-FH002 Shen 12,339,394 RMB common shares
National Social Security Fund-106 portfolio 11,240,075 RMB common shares
BOCOM—Fullgoal Tianyi Value Security Investment Fund 9,263,442 RMB common sharesICBC- Jinshun Greatwall Selected Blue-Chip Stock Investment
6,999,974 RMB common sharesFund
Among the top ten shareholders, the Company knew there has no
associated relationship between Wuxi Industry Development
Croup Co., Ltd., the first largest shareholder of the Company, andExpiation on associated relationship or consistent actors within other shareholders; and they do not belong to the consistentthe top 10 un-restrict shareholders and between top 10 actionist regulated by the Management Measure of Information
un-restrict shareholders and top 10 shareholders Disclosure on Change of Shareholding for Listed Company.
Fullgoal Tianbo Innovation Theme Stock Securities Investment
Fund and Fullgoal Tianyi Value Security Investment Fund shares
same fund manager –Fullgoal Fund Management Co., Ltd.Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreementdealing in reporting period□ Yes √ NoThe top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-backagreement dealing in reporting period.2. Controlling shareholder of the CompanyCorporation
Legal
Controlling Date Organization Register
rep./person in Main business
shareholder established code capital
charge of unit
Authorizing the state-owned assets operation
within a certain areas, investment managementWuxi Industry
364937.924 of significant project, investment and
Development Group Jiang Guoxiong 1995-10-05 13600265-4
146 development of manufacturing and services andCo., Ltd.
venture capital in high-tech achievement, entrust
enterprise and management
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Industry Development Group will use capital as the linkage, industrial-based, and keep a firm grasp on the
venture capital and industrial integration, focused on the target of ―creating the investment and financing
platform for the industry growth, enhancing industry’s leading function, strengthen services for the
technology industry and reinforcing the operation function for industry capital‖, made great efforts toFuture development promote the construction in five aspects, constructed the Industry Group as a comprehensive state-owned
strategy holding corporation ultimately, which shows major influence and driving force of the economic
development in Wuxi and presents power in key fields also. Firstly, development and construction of the
major industry projects; secondly, construction of the science and technology industry service mechanism,
third, the building of industry capital operation function; fourthly, construction of the investment and
financing platform for industries and fifthly, the enterprise culture building.Operation result,
financial status, cash The Company’s operating is in good conditionflow etc.Equity of otherdomestic/foreignlisted company withshare controlling and Substantial shareholder of the Company—Industry Group is the controlling shareholder of Wuxi Taijishare participation by Industry Co., Ltd. (stock code: 600667)controllingshareholder inreporting periodChanges of controlling shareholder in reporting period
□ Applicable √ Not applicableNo changes of controlling shareholder for the Company in reporting period.3. Actual controller of the CompanyCorporation
Legal rep./person in Date Organizatio Register Main
Actual controller
charge of unit established n code capital businessState-owned Assets Supervision & AdministrationCommission of Wuxi Municipality of Jiangsu Province
Future development strategy Not applicable
Operation results, financial status and cash flow etc. Not applicableEquity of other foreign/domestic listed company that
Not applicablecontrolled by actual controller in reporting periodChanges of actual controllers reporting period
□ Applicable √ Not applicableNo changes of actual controllers for the Company in reporting period.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.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Actual controller controlling the Company by entrust or other assets management□ Applicable √ Not applicable4. Particulars about other legal person shareholders with over 10% shares held√Applicable □Not applicable
Corporate Legal rep./person Date Organization Register
Main business or management activity
shareholders in charge of unit established code capital
Development, manufacture and sales of automotive
equipment and engine equipment; engaged in
electro-technical, electronic technology, machinery
ROBERT manufacturing and optical system as well as produce
Heiko Carrie、 EUR 1,200
BOSCH 1886-11-15 iron, metal and plastic products and similar
Bettina Holzwarth million
GMBH commodity. The company engaged in vary trading
business concerned with its business scope and
established relevant company concerned with its
business scopeIV. Share holding increasing plan proposed or implemented in reporting period fromshareholder of the Company and its concerted action person
□ Applicable √ Not applicableAs far as the Company known, there are no shareholders of the Company and their concerted action people propose or implementoverweight in the Period.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicableThe Company had no preferred stock in the reporting.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section VIII. Particulars about Directors, Supervisors and Senior
Executives and EmployeesI. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares Shares
Start dated End date shares held shares held
Working held at held at
Title Sex Age of office of office in this in this
Name status period-beg period-end
term term period period
in (Share) (Share)
(Share) (Share)
Chen Currently in 2012-03-0 2015-03-0
Chairman M 47 4,753 4,753
Xuejun office 7 7
Wang Vice Chairman & Currently in 2012-03-0 2015-03-0
M 48 781 781
Xiaodong GM office 7 7
Rudolf Currently in 2012-03-0 2015-03-0
Vice Chairman M 57
Maier office 7 7
Ge Currently in 2012-03-0 2015-03-0
Director M 60 38,202 38,202
Songping office 7 7
Hua Currently in 2012-03-0 2015-03-0
Director F 50
Wanrong office 7 7
Chen Currently in 2012-03-0 2015-03-0
Director M 53
Yudong office 7 7
Director, Deputy
General Manager Currently in 2012-03-0 2015-03-0
Ou Jianbin M 48
and financing office 7 7
Charger
Independent Currently in 2012-03-0 2015-03-0
Du Fangci M 70
Director office 7 7
Independent Currently in 2012-03-0 2015-03-0
Yu Xiaoli F 51
Director office 7 7
Independent Currently in 2012-03-0 2015-03-0
Xing Min M 60
Director office 7 7
Zhang Independent Currently in 2012-03-0 2015-03-0
M 50
Hongfa Director office 7 7
Chairman of the
Shi Currently in 2012-03-0 2015-03-0
Supervisory M 52 2,673 2,673
Xingyuan office 7 7
Committee
Gao Currently in 2012-03-0 2015-03-0
Supervisor M 60 15,445 15,445
Guoyuan office 7 7
Currently in 2012-03-0 2015-03-0
Liu Jinjun Supervisor M 39
office 7 7
Miu Currently in 2012-03-0 2015-03-0
Deputy GM M 51
Yuming office 7 7
Wang Currently in 2012-03-0 2015-03-0
Deputy GM M 59
Yawei office 7 7
Xu Currently in 2012-03-0 2015-03-0
Deputy GM M 43 3,000 3,000
Yunfeng office 7 7
Zhou Currently in 2012-03-0 2015-03-0
Secretary of Board M 51 3,565 3,565
Weixing office 7 7
Total -- -- -- -- -- -- 68,419 0 0 68,419
无锡威孚高科技集团股份有限公司 2014 年年度报告全文II. Post-holdingMajor working experience of directors, supervisors and senior executive at the present in latest five yearsMr. Chen Xuejun, born in May 1967, a university background and a senior economist. He worked for theCompany in July of 1986. He has served as chairman of 4th and 5th Session of supervisory committee, deputychairman of 6th Session of the Board and General Manager of the Company. Now he serves as Director of Boardof Industry Group, substantial shareholder of the Company and also is the Chairman of 7 th session of the Boardand secretary of Party Committee.Mr. Wang Xiaodong, born in November 1966, a university graduate, MBA and senior engineer. He worked in theCompany in 1989 and has served successively as Division Chief of Products Development Department of theCompany, deputy GM of Bosch Automotive Diesel System Co., Ltd. and supervisor of 6 th Session of SupervisoryCommittee of the Company. Now he serves as deputy chairman of 7 th session of the Board and GM of theCompany.Mr. Rudolf Maier, born in October 1957, a German citizenship with a doctor degree. He has served successivelyas chairman of commercial vehicle dept. diesel injection system, in German Bosch, chairman of German BoschDiesel System China, deputy chairman of Bosch Automobile Diesel and Director of 5 th and 6th Session of theBoard. Now he serves as executive deputy chairman of technology research of German Bosch Diesel System anddeputy Chairman of 7 th session of the Board.Mr. Ou Jianbin, born in June 1966, a senior college graduated and an accountant. He worked for the Company inJuly 1987, and served as Director and deputy GM of Weifu Jinning, Deputy GM and GM of Weifu Leader, andSupervisor of 5th session of Supervisory Committee. Now he serves as Director of 7th session of the Board, standingdeputy GM and CFO of the Company.Mr. Ge Songping, born in November 1954, a senior college graduated and a senior accountant. He has servedsuccessively as deputy GM of Industry Group, substantial shareholder of the Company and secretary of disciplinecommittee, Director of 5 th and 6th Session of the Board. Now he serves as vice researcher of Industry Group,substantial 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 servedsuccessively as director of investment development dept. of Industry Group, substantial shareholder of theCompany; now she serves as director of financial management dept. of Industry Group and Director of 7 th sessionof the Board of the Company.Mr. Chen Yudong, born in September 1961, an America citizenship and a Doctor. He has served successively assenior 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 asPresident of Bosch (China) Investment Ltd. and Director of 7 th session of the Board of the Company.Mr. Du Fangci, born in November 1944 and graduate from University, a senior engineer. He has servedsuccessively as Division Chief of former Automobile Section of Machine Building Industry Ministry and DivisionChief of State Bureau of Machine Building Industry, independent director of 6th Session of the Board. Now heserves as Consultant of China Association of Automobile Manufactures and Independent Director of 7 th session ofthe Board of the Company.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Ms. Yu Xiaoli, born in January 1963, doctor from Zhejiang University and a professor. She serves as teachingassistant and professor/deputy professor in Zhejiang University since 1985; and served as independent director of6th Session of the Board. Now she serves as Director of the institute of Zhejiang University Power Machinery andVehicular Engineering Institute, Chairman of Zhejiang Bozong Automobile Technology Co., Ltd., Independent Directorof Yinlun, Independent 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, a senior engineer. He has served successively asvice chief of Bureau of Retired Veteran Cadres of Machinery Dept,, secretary of Party Committee ofAdministration Division and deputy director, director of Labor Division, secretary of Party Committee of ChinaNational Heavy Machinery Corporation (CHMC), GM and secretary of Party Committee of China NationalMachine Tools Corporation (CNMTC). Now he serves as vice chairman and secret ary-general of China InternalCombustion Engine Industry Association (CICEIA), Independent Director of Jinan Qingqi, and Independent Directorof Yunyi Electric, Independent Director of First Tractor Company Limited, and Independent Director of 7th session ofthe Board of the Company.Mr. Zhang Hongfa, born in September 1964, graduate from University, a senior accountant. He has worked inJiangsu Institute of Certified Public Accountants since 1998. Now he serves as deputy secretary and standingdirector of Association, member of Expert Consultative Committee of Jiangsu Procuratorate, special auditor ofJiangsu Audit Office, vice director of professional consultant committee and director of inspection committee ofJiangsu Institute of CPA, Independent Director of Wiscom and Independent Director of 7th session of the Board ofthe Company.Mr. Shi Xingyua, born in May 1962, a postgraduate and senior engineer. He worked in the Company in July 1984. Hehas served successively as director of GM office, GM assistant and deputy GM of the Company as well as director of5th and 6th session of the Board, deputy secretary of party committee and chairman of labor union of the Company. Nowhe serves as chairman of supervisory committee of 7th session of the Board, deputy secretary of party committee andchairman of labor union of the Company.Mr. Gao Guoyuan, born in March 1954, a senior college graduated, master degree and senior engineer. He workedfor the Company in 1970. And has served successively as GM assistant and Director of 4th, 5th, and 6th Session ofthe 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, graduates from University, a MSIE and engineer. He worked in theCompany in August 1995. He has served successively as Manager of H&R administrative and technology salesmanager of Weifu Auto Diesel. Now he serves as director of H&R and Supervisor of 7th session of SupervisoryCommittee.Mr. Miao Yuming, born in April 1963, a university background, MBA and senior engineer. He worked in the Companyin August 1983, and successively served as /director of sales dept. of the Company, assistant GM and deputy GM of theCompany. Now he serves as deputy GM of the Company and deputy GM of Bosch Automobile Diesel.Mr. Wang Yawei, born in May 1955, postgraduate degree, chief senior engineer. He successively served as deputychief of production research institution of the Company, chief designer of technology center, chief engineer of theCompany and deputy GM as well as director of engineering technology institution. Now he serves as deputy GM anddirector of Engineering and Technology Research Institute of the Company.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Mr. Xu Yunfeng, born in November 1971, graduate from University, a Master and engineer. He worked in theCompany in July 1994, and has successively served as vice director of product research institute of TechnologyCenter of the Company, Manager, assistant GM and GM of sales dept. of Weifu Automobile Diesel. Now heserves as deputy GM of the Company.Mr. Zhou Weixing, born in January 1963, graduate from University, a senior engineer. He worked in the Companyin 1985. He successively served as representative of security affairs, director of security office and secretary of the 5thand 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
Start dated End date Weather receiving
Name Name of shareholder’s units Position of office of office remuneration from
term term shareholder’s units
Executive vice president of
Rudolf Maier ROBERT BOSCH GMBH technology research of Diesel 2011-01-01 Yes
System
Wuxi Industry Development Group
Ge Songping Vice researcher 2011-12-01 Yes
Co., Ltd.
Wuxi Industry Development Group Director of financial
Hua Wanrong 2011-12-01 Yes
Co., Ltd. management dept.
Chen Yudong Bosch (China) Investment Ltd. President 2011-01-01 Yes
Bosch Automobile Diesel System
Miu Yuming Deputy GM 2012-03-01 Yes
Co., LtdPost-holding in other unit√Applicable □Not applicable
Weather
receiving
Start dated of End date of
Name Name of other units Position remuneration
office term office term
from other
units
Zhejiang University Power Machinery
Yu Xiaoli Director 2000-01-01 Yes
and Vehicular Engineering Institute
Zhejiang Asia-Pacific Mechanical & Electronic
Yu Xiaoli Independent director 2013-05-26 2016-05-26 Yes
Co., Ltd.
Yu Xiaoli Zhejiang Yinlun Machinery Co., Ltd. Independent director 2011-07-21 Yes
Zhejiang Bozong Automobile Technology Co.,
Yu Xiaoli Chairman 2008-04-01 Yes
Ltd.
Vice chairman and
Xing Min CICEIA 2008-08-01 Yes
secretary
Xing Min Jiangsu Yunyi Electric Co., Ltd. Independent director 2013-05-15 2016-05-14 Yes
Xing Min Hunan Tyen Machinery Co., Ltd. Independent director 2012-05-25 2015-05-24 Yes
Xing Min First Tractor Company Limited Independent director 2012-12-20 2015-12-19 Yes
Jiangsu Institute of Certified Public Vice secretary and
Zhang Hongfa 1998-06-01 Yes
Accountants standing director
Zhang Hongfa Wiscom System Co., Ltd. Independent director 2013-04-22 2016-04-21 YesExplanation onpost-holding in The aforesaid are the independent directors of the Companyother unit
无锡威孚高科技集团股份有限公司 2014 年年度报告全文III. Remuneration for directors, supervisors and senior executivesDecision-making procedures, determination bases and actual payment of remunerations of directors, supervisors and seniormanagementDecision-making procedure: the remuneration and examination committee recommend the remuneration proposalin respect of directors, supervisors and senior management according to the ―Examining Methods of AnnualOperation Performance for Senior Executives‖ and ―Remuneration Management Methods for Senior Executives‖approved at general meeting based on the completion of annual major targets, and shall be submitted to the boardfor approval and implementation.Determination bases: ―Examining Methods of Annual Operation Performance for Senior Executives‖ and―Remuneration Management Methods for Senior Executives‖ 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 directlyrelated to economic benefits of the Company which is granted according to completion of each annual benefittarget.Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
Total Total Remuneration
remuneration remuneration actually
Name Title Sex Age Post-holding status
obtained from obtained from obtained at
the Company shareholder’s unit period-end
Chen Xuejun Chairman M 47 Currently in office 76.3 76.3Wang
Vice Chairman, GM M 48 Currently in office 72.5 72.5Xiaodong
Rudolf Maier Vice Chairman M 57 Currently in office
Ge Songping Director M 60 Currently in office
Hua Wanrong Director F 50 Currently in office
Chen Yudong Director M 53 Currently in office
Director, standing vice
Ou Jianbin GM and person in M 48 Currently in office 60.8 60.8
charge of finance
Du Fangci Independent director M 70 Currently in office 8.3 8.3
Yu Xiaoli Independent director F 51 Currently in office 8.3 8.3
Xing Min Independent director M 60 Currently in office 8.3 8.3
Zhang Hongfa Independent director M 50 Currently in office 8.3 8.3
Chairman of
Shi Xingyuan M 52 Currently in office 60.8 60.8
supervisory committee
Gao Guoyuan Supervisor M 60 Currently in office 60.8 60.8
Liu Jinjun Supervisor M 39 Currently in office 35 35
Miu Yuming Deputy GM M 51 Currently in office
Wang Yawei Deputy GM M 59 Currently in office 60.8 60.8
Xu Yunfeng Deputy GM M 43 Currently in office 60.8 60.8
Zhou Weixing Secretary of the Board M 51 Currently in office 33 33
Total -- -- -- -- 554 554Delegated equity incentive for directors, supervisors and senior executives in reporting period□ Applicable √ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文IV. Post-leaving and dismissals for directors, supervisors and senior executivesNilV. Changes of core technology team or key technicians in reporting period (not includingdirectors, supervisors and senior executives)In reporting period, personnel, core technology team or key technicians (not including directors, supervisors andsenior executives) who affects a lot in core competition of the Company has no changes.VI. Particulars of workforce1. Ended as 31 December 2014, the Company owes 5,134 person on-posts while 248 people leaved, the Companyhas no retired employees to bear the cost.
Composition:
Staff composition Education composition2. Remuneration policy and training program of employees:(1) Remuneration policy: perfect the ―Performance Management System‖ and ―Manageme nt System of SalaryWelfare‖ of the Group, standard and well-defined the competency for vary department and every staffs, organizedoperation mechanism and performance remuneration management mode, promote the implementation ofperformance and remuneration system in the Group.(2) Training program of employees: In 2014, by closely relying on the public training platform of the Group, theCompany develop all-round construction of the training system in every divisions and very functional lines,creating and offering more training development resouces and arrangement for majority of the employees in orderto contiously enhace the quality standards of the empoyees. Aiming at the requirement of operation developmentand staff’s career development, the Company eyes on training investment, enlarge and improve the quality modeldevelopment for employees, ―internal training‖ development in particular, to enhance the comprehensive trainingdevelopment standards proficiency. Employee training reached 14201 person-time in 2014 with 8 percent growthover that of 2013, of which, the basic, professional and skill training which need most urgently at present is 87percent. The annual training expenses amounting to RMB 3.13 million. Formulated the ―Management Regulationof the Major Development Training Projects for Employees‖, workmanship training management mechanism hasin the applied stage that comprehensively promoted.3. As at 31 December 2014, the labor force dispatched by the Company was 2704, with expenses of RMB 184.78million.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section IX. Corporate GovernanceI. Brief introduction of corporate governanceDuring the reporting period, the Company earnestly implemented the Basic Internal Control Standards forEnterprise and its guidance in strict accordance to the requirements of the Company Law, Securities Law, ListingRules of Shenzhen Stock Exchange as well as Guidance on Standard Operation of Listed Company on MainBoard, continued to improve and enhance legal person governance structure and internal control system, thus tostandardize its operation. There was no difference between the actual governance and requirements provided inrelevant documents of the CSRC.1. General Meeting: the Company convenes general meeting in a strict accordance to the Company Law, Rules ofGeneral Meeting of Listed Company, Listing Rules of Shenzhen Stock Exchange, the Articles of Association aswell as Working Procedures of General Meeting. Voting is made by spot meeting and network votes. Lawyers areinvited to attend the meetings and meeting minutes are well recorded. All the shareholders, especially minorityshareholders, are equally treated and fully exercise their rights.2. Relationship between the controlling shareholders and the Company: the Company is independent from itscontrolling shareholders in respect of personnel, assets and finance, with independent organs and businesses. Theboard, 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 orindirectly, without content from general meeting, and don’t occupy the Company’s capital for any non -operationpurpose.3. The Board: the directors can earnestly perform their duties according to the Listing Rules of Shenzhen StockExchange, the Articles of Association and the Working Procedures of the Board. They are familiar with relatedlaws and rules, as well as the rights, obligations and duties for being a director. At present, the Board of theCompany comprises of 11 directors, among which, 4 are independent directors which accounts for over one thirdof 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 IndependentDirectors and Annual Work System of Independent Directors. They take active participation in meetings of theboard and general meeting. Prior to the participation, they actively acquire the information needed for makingdecisions, 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 CompanyLaw, the Articles of Association and Working Procedures of the Supervisory Committee. At present, thesupervisory committee of the Company comprises of 3 supervisors, among which, 2 are employee representativesupervisors which accounts for over one third of the committee members. Number and constitution of thecommittee accord with relevant laws and rules. For consideration of the entire shareholders, the supervisorycommittee earnestly performs their duties with legal working procedures and high efficient operation. They
无锡威孚高科技集团股份有限公司 2014 年年度报告全文supervise the lawfulness of directors and senior management on their duty performance, pay constant attention toinformation disclosure, issue opinions on legal operation, finance, application of raised proceeds, and fairness ofrelated transaction, objectivity and truthfulness of the audit report issued by accounting firm, and issue auditopinion on periodic reports of the Company.6. Information Disclosure and investor relation management: the Company can disclose relevant information ontruthful, accurate, complete, prompt and fair basis in strict accordance to the Listing Rules of Shenzhen StockExchange, 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 InsiderManagement System, Accounting System in Respect of Material Mistake in Annual Report InformationDisclosure as well as Investor Relation Management System. Investor relation is well managed, with focus ongood communication between the Company and investors.7. Related transaction: independent directors issue independent opinions on occurred related transactions; thesupervisory committee makes inspection and supervision on occurred related transaction. The related transactionof the Company is fair and reasonable, with legal decision-making procedures and objective pricing bases and fairtransaction price, without harm to the interests of the Company and its shareholders, especially the minorityshareholders. All material transactions are entered into with contracts.8. Internal control: the Company further implements the Basic Internal Control Standards for Enterprise and itsguidance, and establishes internal control system in headquarter and certain important subsidiaries. Aiming toimprove the management, the Company optimized its working procedures, improved internal control system, andidentified and controlled operation risks. As for the detail of ―Self-evaluation report of internal control for year of2014‖, found in the information disclosure website Shenzhen Juchao Website (www.cninfo.com.cn) appointed byShenzhen Stock ExchangeIs there any difference between corporate governance and the requirements of the Company Law and relevant regulations of theCSRC□Yes √□ NoThere is no difference between corporate governance and the requirements of the Company Law and relevant regulations of theCSRCProgress of the special activity for corporate governance, establishment and implementation of insider information registrationmanagement systemDuring the reporting period, in strictly follow the new version of ―Registration and Administration of Insiders‖(released on Juchao Website (www.cninfo.com.cn) dated 16 February 2012) and relevant regulation of―Regulation of Formulate the Registration and Administration of Insiders for Listed Company‖ from CSRC, theCompany do a good job in aspect of inside information confidential as well as the registration and filing overinsiders. After inspection, No insiders of the Company made use of significant and sensitive information to tradestock of the Company before information was disclosed in year of 2014. Also there was not occurrence ofpunishment taken by regulatory authorities due to the implementation of insider registration management systemor on suspicion of insider trading. Directors, supervisor and senior executives of the Company are not trading thestock of the Company against the regulations.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文II. In the report period, the Company held annual shareholders’ general meeting andextraordinary shareholders’ general meeting1. 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 2013
2. Report from Supervisory Committee for year of 2013
3. Annual Report of 2013 and Summary
4. Financial Result Report for year of 2013
5. Profit Distribution Plan of 2013
6. Prediction of Total daily Related transaction for year of 2014 (No.:
7. Engagement of audit firms for financial report of 2014 2014-019)
8. Engagement of audit firms for internal control of 2014 All have been published
2014-06-2
In 2013 2014-06-20 9. Un-implementation of the Commitment of Share Merger deliberated on Juchao
1
Reform Made by Largest Shareholder and Content Changes and passed Website(ww
Arrangement and Commitments in Management Incentive w.cninfo.co
Mechanism for WFHT; m.cn)
10. Implementation Method on Incentive Fund;
11. Assessment Method for the Annual Operation Performance of
Senior Executives;
12. Management Method on Remuneration of Senior Executives2. Extraordinary shareholders’ general meeting in the report periodNil3. Request for extraordinary general meeting by preferred stockholders whose voting rights restore□ Applicable √ Not applicableIII. Responsibility performance of independent directors in report period1. 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
Times of Times of
independent supposed to attend in the attending by entrusted Meeting for the second
Presence Absence
director report period communication presence time in a row or not
Du Fangci 6 2 4 No
Yu Xiaoli 6 2 4 No
Xing Min 6 4 2 No
Zhang Hongfa 6 2 4 NoTimes attending shareholders’ general meeting
1from independent directorsExplanation of absent the Board Meeting for the second time in a row2. Objection for relevant events from independent directorsWhether independent directors come up with objection about company’s relevant matters or not□ Yes √ NoIndependent directors has no objections for relevant events in reporting period3. Other explanation about responsibility performance of independent directors
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Whether the opinions from independent directors have been adopted or not√ Yes □ NoIndependent directors’ explanation on adoption or not adoption of relevant recommendations of the CompanyThe independent directors earnestly performed their duties endowed by relevant laws, regulations, the Articles ofAssociation and independent director system pursuant to the Company Law, Opinions on EstablishingIndependent 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, theyactively acquire the information needed for making decisions. They considered each proposal in meetings andactively joined discussion and offered their recommendations. They issued independent opinions on significantissues. Diligent, loyal and responsible were their attitude when performing their duties, so as to fully exercise theirinfluences as independent directors. They protected the interests of the Company and shareholders. Independentdirectors have no objection in relation to the relevant issues of the Company.IV. Performance of subordinate committees of the Board in reporting period1. Two meetings of Audit committee of the Board, deliberated the followed: ―Financial Result Report of 2013‖,―Annual Report of 2013 and its Summary‖, ―Conclusion Report of auditing for year of 2013‖, ―Engagement ofaudit institute for financial report of 2014‖, ―Engagement of audit institute for internal control of the Company of2014‖ , ―Semi-Annual Report of 2014 and its Summary‖, and ―Specific Report on Raise Funds Deposit for FirstHalf Year of 2014 and Practical Usage‖ etc.;2. Two meeting of remuneration and appraisal committee of the Board, deliberate ―Remuneration evaluation andpayment for senior executive of 2013‖ and ―Work Reports on Implementation of Performance Assessment andRemuneration Method for Senior Executives‖3. One meeting of strategy committee of the Board, deliberate ―Operation target for year of 2014‖V. Works from Supervisory CommitteeWhether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee□ Yes √ NoSupervisory committee has no objection about supervision events in reporting periodVI. Independence of the Company in aspect of business, personnel, assets, institute andfinance relative to its controlling shareholderDuring the reporting period, the Company continued to keep independent in business, personnel, asset, organ andfinance, 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 operationbusiness 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 generalmanager, deputy general manager, financial principal, marketing principal, secretary to the board and other seniormanagement only took positions in the Company and received remuneration from the Company, and took noposition in substantial shareholders. Directors and senior management of the Company were determined through
无锡威孚高科技集团股份有限公司 2014 年年度报告全文legal procedures; no controlling shareholder intervened in engagement and dismissal of personnel which shouldbe determined by the board and general meeting.3. Asset: there was clear property relation between the Company and substantial share holders. It had independentand complete production, supply and sales system. Industry property, trademark, non-patent technology and otherintangible assets were all owned by the Company.4. Organ: the Company had sound organ system and independent internal organs which were totally separatedwith controlling shareholders. There was no subordinate relation and normal operation can be promised. TheCompany set general meeting, the board and the supervisory committee and other decision-making andsupervision organs. The production operation and administrative management (including labor force, finance,technology, etc) were totally independent from controlling shareholders. The office organ and productionoperation place were separated from controlling shareholders, without joint operation.5. Finance: the Company set independent finance department, and established independent accounting calculationsystem and finance management system. It had independent bank account and paid tax independently.VII. Horizontal Competition□ Applicable √ Not applicableVIII. Appraisal and incentive mechanism for senior executivesEngagement, examination and incentives of senior management are made according to relevant provisions in theCompany Law and the Articles of Association. According to ―Assessment Method for the Annual OperationPerformance of Senior Executives‖ and ―Management Method on Remuneration of Senior Executives‖, theCompany determined the annual remuneration of senior management which comprised of basic annual salary andperformance-related remuneration. Basic annual salary was determined according to specific positions andperformance-related remuneration was directly related to economic benefits of the Company which was grantedaccording to completion of each annual benefit target. Till now, the Company has not implemented equityincentive measures.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section X. Internal controlI. Internal control (IC) constructionIn accordance with the ―Basic Norms of Internal Control for Enterprise‖ and matching guidelines as well as ot herrequirement from internal control supervision, combining with the IC system and evaluation methods,continuously and comprehensively promoting the construction of IC, the high-risk areas that with significantattentions including strategy management risk, market management risks, assets security risk, financial reportrisks, project investment and capital financing risk, information security risk, safe production risk and legitimacyrisk etc., formulate a self-evaluation of internal control and release procedure of the reports. Furthermore, engagedqualified accounting firms to exercise audit for the effective-ness of internal control regularly. The evaluationreport and audit report for internal control in every year are disclosed timely in line with relevant supervisionrequirement since the internal control construction implemented in 2012. In the reporting period, by means oforganized mechanism procedures, optimized the deficits and track corrective, as well as internal activity ofinternal audit, the Company promotes an upgrade in management and ability for the internal control. Under theprinciple of benefit maximization and possible to avoid risks, the internal control system of the Company arebeing improved continuously. Overall performance of the internal control system of the Company can be found in―Appraisal Report of Internal Control for year of 2014‖.II. Statement of the Board on responsibility of internal controlIn line with the regulation mechanism of enterprise’ internal control, Board of the Company has responsibility toestablished and improve its internal control and implemented internal control effectively, evaluate theeffectiveness and release the evaluation report of internal control strictly according to the facts. Supervisorycommittee kept eyes on the implementation and establishment of internal control from the Board. Managers areresponsible for organizing and leading the daily running of company internal control. Board of the Company,Supervisory Committee, Directors, Supervisors and Senior Executives guarantee that there are no any fictitiousstatements, misleading statements or important omissions carried in the report, and shall take all responsibilities,individual and/or joint, for the reality, accuracy and completion of the whole contents.The Company’s internal control aims at guarantee a legal operation management reasonably, assets safety, the realand completion of the financial report and relevant information, improve the business results and achieve thedevelopment strategy.Because of the inherent feature of internal control, reasonable assurance only can be provided for the realizationof the above mentioned targets. Furthermore, inappropriate internal control may be resulted by the changes ofconditions, or failure of controlling policy and procedures implementation, the validity of internal control thatcalculated according to evaluation results of internal control has a certain risks.III. Bases for construction of financial report internal controlThe Company carry out internal control evaluation in line with the regulation system of enterprise’s internal
无锡威孚高科技集团股份有限公司 2014 年年度报告全文control and ―Basic Norms of Internal Control for Enterprise‖ jointly issued by five ministries of the State, and―Internal Control Guidelines for Listed Companies‖.IV. Self-evaluation report of internal control
Details of major defects in self-evaluation report that found in reporting periodNo major defect has been found in the report period according to the standard of defects in self-evaluation.Date of self-evaluation report of
2015-04-23internal control disclosed (full-text)
Index of self-evaluation report of ‖Self-evaluation report of internal control for 2014‖, more details found in Juchao websiteinternal control disclosed(full-text) (www.cninfo.com.cn) appointed by Shenzhen Stock ExchangeV. Auditing report and authentication report of internal controlAuditing report of IC
Auditing comments section for audit report of internal controlAudit institute considers that: according to relevant regulations and ―Basic Rules of Internal Control for Enterprises‖, WeifuHigh-Technology Co., Ltd., in all major aspects, keeps an efficiency of internal control of financial report dated 31 December 2014.Disclosure date of audit report of
2015-04-23internal control (full-text)
Index of audit report of internal ‖Audit report of internal control for year of 2014‖, more details found in Juchao website
control (full-text) (www.cninfo.com.cn) appointed by Shenzhen Stock ExchangeWhether modified audit opinions carried out for the audit report of internal control from CPA or not□Yes √□ NoWhether audit report of internal control, issued by CPA, is in agreement with self-evaluation report, issued by the Board√ Yes □ NoVI. Establishment and enforcement of Accountability Mechanism for Major Errors in AnnualReportThe ―accountability mechanism for major errors in annual report disclosure‖ was deliberated and approved on 20April 2010, relevant notice found in Juchao website (www.cninfo.com.cn). In reporting period, no majorcorrection for accounting errors, supplementation for major missing information and correction of performanceforecast been found.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section XI. Financial ReportI. Audit report
Type of audit opinion Standard unqualified opinion
Signing date of audit report 2015-04-21
Name of audit institute Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. (LLP)
Document serial of auditreport Su Gong W [2015]No.: A 679
CPA’s name Zhang Caibin, Zhu Youmin
Auditor’s Report
Su Gong W [2015]No.: A 679To all shareholders of Weifu High-Technology Group Co., Ltd.:We have audited the Companying consolidated and parent Company’s financial statements of WeifuHigh-Technology Group Co., Ltd. (―WFHT‖ for short), including balance sheet of 31 December 2014, and profitstatement for year of 2014, cash flow statement and statement on changes of owners’ equity for the year ended,and notes to the financial statements for the year ended.I. Management’s responsibility for the financial statementsManagement 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 fromfraudulent or errors.II. Auditor's responsibilityOur responsibility is to express an audit opinion on these financial statements based on our audit. We performedour audit in accordance with Chinese Certified Public Accountants' Auditing Standards. Those standards requireus to comply with professional ethics, and to plan and perform our audit so as to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures of thefinancial statements. The selective audit procedures depend on auditor's judgment, including the evaluation of therisk of material misstatement of the consolidated financial statements due to frauds or errors. When evaluatingrisk, we consider internal control related to financial statements, in order to design auditing procedures. An auditalso includes assessing the appropriateness of the accounting policies adopted and the reasonableness of theaccounting estimates made by management, as well as evaluating the overall presentation of the financialstatements.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文We believe that we have obtained sufficient and appropriate audit evidences to provide a basis for our auditopinion.III. Auditing opinionIn our opinion, in all material aspects, WFHT’s financial statements have been prepared in accordance with theAccounting Standards for Business Enterprise, and they fairly present the financial status of the consolidated andparent company’s as of December 31, 2014, and its operation results and cash flows for the year ended.
Jiangsu Gongzheng Tianye CPA Chinese CPA Zhang Caibin,
(LLP)
Wuxi China Chinese CPA Zhu Youmin
21st April 2015
无锡威孚高科技集团股份有限公司 2014 年年度报告全文II. Financial statementUnit in note of financial statement refers to CNY: RMB (Yuan)1. Consolidated balance sheetPrepared by Weifu High-Technology Group Co., Ltd
2014-12-31
In RMB
Item Closing balance Opening balanceCurrent assets:
Monetary funds 2,360,027,208.92 2,447,555,672.40
Settlement provisions
Capital lent
Financial liability measured by fair value and with variation reckonedinto current gains/losses
Derivative financial liability
Notes receivable 993,552,743.48 1,090,280,233.40
Accounts receivable 1,206,105,236.56 1,132,835,466.09
Accounts paid in advance 101,014,401.60 174,401,410.49
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable 4,016,280.99 51,438,634.58
Dividend receivable 500,000.00 22,937,046.01
Other receivables 12,119,685.70 11,486,223.97
Purchase restituted finance asset
Inventories 1,111,669,480.16 986,790,491.70
Divided into assets held for sale
Non-current asset due within one year
Other current assets 1,812,883,996.48 1,580,056,398.02
Total current assets 7,601,889,033.89 7,497,781,576.66Non-current assets:
Loans and payments on behalf
Finance asset available for sales 844,536,400.00 487,949,400.00
Held-to-maturity investment 400,000,000.00
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Long-term account receivable
Long-term equity investment 3,314,987,967.02 2,519,560,708.20
Investment property 21,418,942.40 3,424,363.44
Fixed assets 1,349,745,789.17 1,471,037,804.88
Construction in progress 477,416,068.77 199,463,338.80
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 363,863,195.29 360,284,868.85
Expense on Research and Development
Goodwill 1,784,086.79 1,784,086.79
Long-term expenses to be apportioned 12,202,828.33 16,331,775.24
Deferred income tax asset 148,359,493.95 116,614,808.05
Other non-current asset 352,385,362.29
Total non-current asset 6,886,700,134.01 5,576,451,154.25
Total assets 14,488,589,167.90 13,074,232,730.91Current liabilities:
Short-term loans 415,000,000.00 399,500,000.00
Loan from central bank
Absorbing deposit and interbank deposit
Capital borrowed
Financial liability measured by fair value and with variation reckonedinto current gains/losses
Derivative financial liability
Notes payable 488,556,684.85 383,418,397.65
Accounts payable 1,453,938,798.61 1,476,781,979.39
Accounts received in advance 43,783,927.30 42,297,015.90
Selling financial asset of repurchase
Commission charge and commission payable
Wage payable 261,647,666.99 173,252,560.10
Taxes payable 70,103,988.54 43,814,597.61
Interest payable 749,561.12 996,716.67
Dividend payable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Other accounts payable 62,266,107.58 87,324,894.86
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Divided into liability held for sale
Non-current liabilities due within 1 year
Other current liabilities 10,706,310.23 26,314,544.23
Total current liabilities 2,806,753,045.22 2,633,700,706.41Non-current liabilities:
Long-term loans 60,000,000.00 60,000,000.00
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable 18,852,727.00 19,191,818.00
Long-term wages payable 69,000,000.00 122,586,433.61
Special accounts payable 18,265,082.11 25,655,817.40
Projected liabilities
Deferred income 228,792,442.75 195,506,040.61
Deferred income tax liabilities 23,815,411.40 19,938,394.40
Other non-current liabilities
Total non-current liabilities 418,725,663.26 442,878,504.02
Total liabilities 3,225,478,708.48 3,076,579,210.43Owner’s equity:
Share capital 1,020,200,992.00 1,020,200,992.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve 3,635,684,413.04 3,630,042,689.57
Less: Inventory shares
Other comprehensive income 121,598,365.00 98,999,415.00
Reasonable reserve 867,353.00 1,255,141.19
Surplus public reserve 510,100,496.00 433,608,687.76
Provision of general risk
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Retained profit 5,570,583,069.92 4,416,658,298.29
Total owner’s equity attributable to parent company 10,859,034,688.96 9,600,765,223.81
Minority interests 404,075,770.46 396,888,296.67
Total owner’s equity 11,263,110,459.42 9,997,653,520.48
Total liabilities and owner’s equity 14,488,589,167.90 13,074,232,730.91Legal Representative: Chen XuejunPerson in charge of accounting works: Ou JianbinPerson in charge of accounting institute: Ou Jianbin2. Balance Sheet of Parent Company
In RMB
Item Closing balance Opening balanceCurrent assets:
Monetary funds 1,263,715,541.56 1,485,894,410.54
Financial liability measured by fair value and with variation reckonedinto current gains/losses
Derivative financial liability
Notes receivable 225,640,382.60 348,205,626.83
Accounts receivable 565,769,317.89 665,090,625.52
Account paid in advance 51,338,729.85 85,580,666.96
Interest receivable 33,287.67 45,000,000.00
Dividends receivable 500,000.00 21,925,117.50
Other receivables 5,071,840.68 2,907,285.14
Inventories 188,287,955.01 226,017,992.28
Divided into assets held for sale
Non-current assets maturing within one year
Other current assets 1,917,505,847.55 1,562,100,000.00
Total current assets 4,217,862,902.81 4,442,721,724.77Non-current assets:
Available-for-sale financial assets 758,596,400.00 402,009,400.00
Held-to-maturity investments 400,000,000.00
Long-term receivables
Long-term equity investments 4,308,319,159.56 3,615,576,088.69
Investment property
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Fixed assets 543,076,778.80 640,596,120.54
Construction in progress 361,110,943.40 136,613,517.22
Project materials
Disposal of fixed assets
Productive biological assets
Oil and natural gas assets
Intangible assets 205,291,338.85 198,885,843.05
Research and development costs
Goodwill
Long-term deferred expenses
Deferred income tax assets 81,490,070.42 64,315,609.74
Other non-current assets 307,820,607.89
Total non-current assets 6,565,705,298.92 5,457,996,579.24
Total assets 10,783,568,201.73 9,900,718,304.01Current liabilities:
Short-term borrowings 260,000,000.00 220,000,000.00
Financial liability measured by fair value and with variation reckonedinto current gains/losses
Derivative financial liability
Notes payable 178,800,000.00 191,790,000.00
Accounts payable 486,151,165.89 596,257,017.04
Accounts received in advance 1,754,804.23 17,577,849.84
Wage payable 139,244,128.74 60,727,176.41
Taxes payable 29,078,723.63 38,260,172.61
Interest payable 131,500.00 340,511.11
Dividend payable
Other accounts payable 160,538,572.20 219,154,760.28
Divided into liability held for sale
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities 1,255,698,894.69 1,344,107,487.29Non-current liabilities:
Long-term loans
Bonds payable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Including: preferred stock
Perpetual capital securities
Long-term account payable
Long-term wages payable 69,000,000.00 122,586,433.61
Special accounts payable 7,390,735.29
Projected liabilities
Deferred income 210,389,955.02 181,898,815.24
Deferred income tax liabilities 21,458,535.00 17,470,485.00
Other non-current liabilities
Total non-current liabilities 300,848,490.02 329,346,469.14
Total liabilities 1,556,547,384.71 1,673,453,956.43Owners’ equity:
Share capita 1,020,200,992.00 1,020,200,992.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve 3,666,689,037.39 3,661,248,059.50
Less: Inventory shares
Other comprehensive income 121,598,365.00 98,999,415.00
Reasonable reserve
Surplus reserve 510,100,496.00 433,608,687.76
Retained profit 3,908,431,926.63 3,013,207,193.32
Total owner’s equity 9,227,020,817.02 8,227,264,347.58
Total liabilities and owner’s equity 10,783,568,201.73 9,900,718,304.013. Consolidated Profit Statement
In RMB
Item Current Period Last Period
I. Total operating income 6,354,480,020.38 5,589,307,689.55
Including: Operating income 6,354,480,020.38 5,589,307,689.55
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 5,679,424,331.36 4,999,434,131.48
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Including: Operating cost 4,740,201,728.63 4,169,807,309.66
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 33,417,172.98 32,458,458.22
Sales expenses 174,919,036.22 207,152,852.24
Administration expenses 648,698,294.92 558,285,409.97
Financial expenses -24,803,283.07 -56,891,090.69
Losses of devaluation of asset 106,991,381.68 88,621,192.08
Add: Changing income of fair value(Loss is listed with ―-‖)
Investment income (Loss is listed with ―-‖) 1,042,446,193.00 642,493,295.01
Including: Investment income on affiliated company and joint venture 881,943,278.13 549,177,316.88
Exchange income (Loss is listed with ―-‖)
III. Operating profit (Loss is listed with ―-‖) 1,717,501,882.02 1,232,366,853.08
Add: Non-operating income 175,717,204.02 37,547,250.75
Including: Disposal gains of non-current asset 1,266,871.19 17,140,286.06
Less: Non-operating expense 180,698,053.92 12,604,472.52
Including: Disposal loss of non-current asset 17,546,837.25 4,013,576.76
IV. Total Profit (Loss is listed with ―-‖) 1,712,521,032.12 1,257,309,631.31
Less: Income tax expense 123,443,709.79 103,016,098.36
V. Net profit (Net loss is listed with ―-‖) 1,589,077,322.33 1,154,293,532.95
Net profit attributable to owner’s of parent company 1,539,439,686.81 1,108,221,450.83
Minority shareholders’ gains and losses 49,637,635.52 46,072,082.12
VI. Net after-tax of other comprehensive income 22,598,950.00 42,490,055.00
Net after-tax of other comprehensive income attributable to owners of
22,598,950.00 42,490,055.00parent company
(I) Other comprehensive income items which will not be reclassifiedsubsequently to profit of loss
1. Changes as a result of re-measurement of net defined benefitplan liability or asset
2. Share of the other comprehensive income of the investee
无锡威孚高科技集团股份有限公司 2014 年年度报告全文accounted for using equity method which will not be reclassifiedsubsequently to profit and loss
(II) Other comprehensive income items which will be reclassified
22,598,950.00 42,490,055.00subsequently to profit or loss
1. Share of the other comprehensive income of the investeeaccounted for using equity method which will be reclassified subsequentlyto profit or loss
2. Gains or losses arising from changes in fair value of
22,598,950.00 42,490,055.00available-for-sale financial assets
3. Gains or losses arising from reclassification ofheld-to-maturity investment as available-for-sale financial assets
4. The effect hedging portion of gains or losses arising fromcash flow hedging instruments
5. Translation differences arising on translation of foreigncurrency financial statements
6. Other
Net after-tax of other comprehensive income attributable to minorityshareholders
VII. Total comprehensive income 1,611,676,272.33 1,196,783,587.95
Total comprehensive income attributable to owners of parent
1,562,038,636.81 1,150,711,505.83Company
Total comprehensive income attributable to minority shareholders 49,637,635.52 46,072,082.12VIII. Earnings per share:
(i) Basic earnings per share 1.51 1.09
(ii) Diluted earnings per share 1.51 1.09Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, andrealized 0 Yuan at last period for combined partyLegal Representative: Chen XuejunPerson in charge of accounting works: Ou JianbinPerson in charge of accounting institute: Ou Jianbin
无锡威孚高科技集团股份有限公司 2014 年年度报告全文4. Profit Statement of Parent Company
In RMB
Item Current Period Last Period
I. Operating income 2,267,337,970.05 2,462,065,611.26
Less: Operating cost 1,788,597,830.15 1,983,561,133.99
Operating tax and extras 10,824,678.36 12,447,486.53
Sales expenses 87,020,762.44 103,626,329.78
Administration expenses 245,613,703.29 207,405,705.89
Financial expenses -17,935,026.12 -51,090,607.00
Losses of devaluation of asset 9,077,420.90 43,991,263.31
Add: Changing income of fair value(Loss is listed with ―-‖)
Investment income (Loss is listed with ―-‖) 1,182,615,271.18 807,499,619.20
Including: Investment income on affiliated company and joint
808,997,384.50 495,674,234.35venture
II. Operating profit (Loss is listed with ―-‖) 1,326,753,872.21 969,623,917.96
Add: Non-operating income 166,909,810.39 6,257,329.56
Including: Disposal gains of non-current asset 524,140.09 1,684,449.09
Less: Non-operating expense 175,935,248.16 4,500,884.37
Including: Disposal loss of non-current asset 16,437,002.04 1,482,742.03
III. Total Profit (Loss is listed with ―-‖) 1,317,728,434.44 971,380,363.15
Less: Income tax expense 39,951,595.29 35,963,460.53
IV. Net profit (Net loss is listed with ―-‖) 1,277,776,839.15 935,416,902.62
V. Net after-tax of other comprehensive income 22,598,950.00 42,490,055.00
(I) Other comprehensive income items which will not be reclassifiedsubsequently to profit of loss
1. Changes as a result of re-measurement of net defined benefitplan liability or asset
2. Share of the other comprehensive income of the investeeaccounted for using equity method which will not be reclassifiedsubsequently to profit and loss
(II) Other comprehensive income items which will be reclassified
22,598,950.00 42,490,055.00subsequently to profit or loss
1. Share of the other comprehensive income of the investeeaccounted for using equity method which will be reclassified subsequentlyto profit or loss
2. Gains or losses arising from changes in fair value of 22,598,950.00 42,490,055.00
无锡威孚高科技集团股份有限公司 2014 年年度报告全文available-for-sale financial assets
3. Gains or losses arising from reclassification ofheld-to-maturity investment as available-for-sale financial assets
4. The effect hedging portion of gains or losses arising fromcash flow hedging instruments
5. Translation differences arising on translation of foreigncurrency financial statements
6. Other
VI. Total comprehensive income 1,300,375,789.15 977,906,957.62VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share5. Consolidated Cash Flow Statement
In RMB
Item Current Period Last PeriodI. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 7,216,910,847.87 6,172,087,848.64
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
Net increase of insured savings and investment
Net increase of amount from disposal financial assets that measuredby fair value and with variation reckoned into current gains/losses
Cash received from interest, commission charge and commission
Net increase of capital borrowed
Net increase of returned business capital
Write-back of tax received 44,981,125.56 36,344,057.52
Other cash received concerning operating activities 157,375,158.71 175,739,109.03
Subtotal of cash inflow arising from operating activities 7,419,267,132.14 6,384,171,015.19
Cash paid for purchasing commodities and receiving labor service 4,857,961,523.04 3,998,317,410.40
Net increase of customer loans and advances
Net increase of deposits in central bank and interbank
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
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 778,604,528.63 708,768,497.02
Taxes paid 478,485,171.36 434,633,292.96
Other cash paid concerning operating activities 414,316,254.32 438,493,691.68
Subtotal of cash outflow arising from operating activities 6,529,367,477.35 5,580,212,892.06
Net cash flows arising from operating activities 889,899,654.79 803,958,123.13II. Cash flows arising from investing activities:
Cash received from recovering investment 3,426,900,000.00 1,747,750,000.00
Cash received from investment income 279,606,162.41 215,105,271.93
Net cash received from disposal of fixed, intangible and other
4,549,779.50 27,964,427.20long-term assets
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities 154,360,800.00 46,086,392.49
Subtotal of cash inflow from investing activities 3,865,416,741.91 2,036,906,091.62
Cash paid for purchasing fixed, intangible and other long-term assets 802,479,615.28 443,371,774.96
Cash paid for investment 3,731,802,670.00 2,648,881,501.00
Net increase of mortgaged loans
Net cash received from subsidiaries and other units obtained
Other cash paid concerning investing activities 124,616,501.56 1,950,855.71
Subtotal of cash outflow from investing activities 4,658,898,786.84 3,094,204,131.67
Net cash flows arising from investing activities -793,482,044.93 -1,057,298,040.05III. Cash flows arising from financing activities
Cash received from absorbing investment 3,047,322.07 9,120,000.00
Including: Cash received from absorbing minority shareholders’
3,047,322.07 9,120,000.00investment by subsidiaries
Cash received from loans 1,011,000,000.00 879,000,000.00
Cash received from issuing bonds
Other cash received concerning financing activities 4,117.89
Subtotal of cash inflow from financing activities 1,014,051,439.96 888,120,000.00
Cash paid for settling debts 995,500,000.00 517,500,000.00
Cash paid for dividend and profit distributing or interest paying 362,953,796.86 261,005,069.72
Including: Dividend and profit of minority shareholder paid by
33,440,573.30 38,175,305.87subsidiaries
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Other cash paid concerning financing activities 12,527,056.47 339,091.00
Subtotal of cash outflow from financing activities 1,370,980,853.33 778,844,160.72
Net cash flows arising from financing activities -356,929,413.37 109,275,839.28IV. Influence on cash and cash equivalents due to fluctuation in exchangerate
V. Net increase of cash and cash equivalents -260,511,803.51 -144,064,077.64
Add: Balance of cash and cash equivalents at the period -begin 2,288,739,620.44 2,432,803,698.08
VI. Balance of cash and cash equivalents at the period -end 2,028,227,816.93 2,288,739,620.446. Cash Flow Statement of Parent Company
In RMB
Item Current Period Last PeriodI. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 2,851,550,581.61 2,843,747,396.06
Write-back of tax received
Other cash received concerning operating activities 123,098,275.94 295,709,406.43
Subtotal of cash inflow arising from operating activities 2,974,648,857.55 3,139,456,802.49
Cash paid for purchasing commodities and receiving labor service 1,942,621,551.16 1,944,119,560.86
Cash paid to/for staff and workers 304,551,173.70 290,926,971.54
Taxes paid 167,536,666.25 153,325,573.83
Other cash paid concerning operating activities 231,017,098.12 181,221,420.94
Subtotal of cash outflow arising from operating activities 2,645,726,489.23 2,569,593,527.17
Net cash flows arising from operating activities 328,922,368.32 569,863,275.32II. Cash flows arising from investing activities:
Cash received from recovering investment 3,389,400,000.00 1,747,750,000.00
Cash received from investment income 490,919,343.29 443,108,613.13
Net cash received from disposal of fixed, intangible and other
917,402.86 2,378,444.83long-term assets
Net cash received from disposal of subsidiaries and other units 28,984,413.12
Other cash received concerning investing activities 148,230,000.00 7,900,000.00
Subtotal of cash inflow from investing activities 4,058,451,159.27 2,201,137,057.96
Cash paid for purchasing fixed, intangible and other long-term assets 586,811,102.09 214,059,196.20
Cash paid for investment 3,661,469,578.60 2,665,163,188.00
Net cash received from subsidiaries and other units
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Other cash paid concerning investing activities 124,616,501.56 509,264.71
Subtotal of cash outflow from investing activities 4,372,897,182.25 2,879,731,648.91
Net cash flows arising from investing activities -314,446,022.98 -678,594,590.95III. Cash flows arising from financing activities
Cash received from absorbing investment
Cash received from loans 660,000,000.00 440,000,000.00
Cash received from issuing bonds
Other cash received concerning financing activities 4,117.89
Subtotal of cash inflow from financing activities 660,004,117.89 440,000,000.00
Cash paid for settling debts 620,000,000.00 220,000,000.00
Cash paid for dividend and profit distributing or interest paying 317,447,029.25 213,403,709.61
Other cash paid concerning financing activities
Subtotal of cash outflow from financing activities 937,447,029.25 433,403,709.61
Net cash flows arising from financing activities -277,442,911.36 6,596,290.39IV. Influence on cash and cash equivalents due to fluctuation in exchangerate
V. Net increase of cash and cash equivalents -262,966,566.02 -102,135,025.24
Add: Balance of cash and cash equivalents at the period -begin 1,422,429,501.73 1,524,564,526.97
VI. Balance of cash and cash equivalents at the period -end 1,159,462,935.71 1,422,429,501.73
无锡威孚高科技集团股份有限公司 2014 年年度报告全文7. Statement of Changes in Owners’ Equity (Consolidated)This Period
In RMB
This Period
Owners’ equity attributable to parent company
Other Les
equity instrument s: Provi
Item Perpet Inv Other sion Minority Total owners’
Reasonable
Share capital Preferr ual Capital reserve ent comprehensive Surplus reserve of Retained profit interests equity
Oth reserve
ed capital ory income gener
er
stock securit shar al risk
ies esI. Balance at
the end of 1,020,200,992.00 3,630,042,689.57 98,999,415.00 1,255,141.19 433,608,687.76 4,416,658,298.29 396,888,296.67 9,997,653,520.48the last year
Add:Changes ofaccountingpolicyErrorcorrection of
the lastperiodEnterprisecombineunder thesamecontrolOtherII. Balance
at the 1,020,200,992.00 3,630,042,689.57 98,999,415.00 1,255,141.19 433,608,687.76 4,416,658,298.29 396,888,296.67 9,997,653,520.48beginning of
无锡威孚高科技集团股份有限公司 2014 年年度报告全文this yearIII. Increase/Decrease in
this year
5,641,723.47 22,598,950.00 -387,788.19 76,491,808.24 1,153,924,771.63 7,187,473.79 1,265,456,938.94(Decrease islisted with―-‖)
(i) Total
comprehensi 22,598,950.00 1,539,439,686.81 49,637,635.52 1,611,676,272.33ve income
(ii)Owners’
devoted and 5,641,723.47 -9,090,457.00 -3,448,733.53decreasedcapital1.Commonshares
3,047,322.07 3,047,322.07invested byshareholders
2. Capitalinvested byholders ofother equityinstruments3. Amountreckonedinto ownersequity withshare-basedpayment
4. Other 5,641,723.47 -12,137,779.07 -6,496,055.60(III) Profit
76,491,808.24 -385,514,915.18 -33,440,573.30 -342,463,680.24distribution1.
Withdrawal 76,491,808.24 -76,491,808.24of surplus
无锡威孚高科技集团股份有限公司 2014 年年度报告全文reserves2.Withdrawalof generalriskprovisions3.Distributionfor owners
-306,060,297.60 -33,440,573.30 -339,500,870.90(orshareholders)
4. Other -2,962,809.34 -2,962,809.34(IV)Carryingforwardinternalowners’equity
1. Capitalreservesconversed tocapital(sharecapital)2. Surplusreservesconversed tocapital(sharecapital)3.Remedying
loss withsurplusreserve
无锡威孚高科技集团股份有限公司 2014 年年度报告全文4. Other(V)
Reasonable -387,788.19 80,868.57 -306,919.62reserve1.Withdrawal
17,248,551.90 2,225,365.33 19,473,917.23in the reportperiod2. Usage in
the report 17,636,340.09 2,144,496.76 19,780,836.85period(VI)OthersIV. Balanceat the end of
1,020,200,992.00 3,635,684,413.04 121,598,365.00 867,353.00 510,100,496.00 5,570,583,069.92 404,075,770.46 11,263,110,459.42
the reportperiodLast Period
In RMB
Last Period
Owners’ equity attributable to the parent Company
Other Les
Prov
equity instrument s:
Item ision
Perpetu Inv Other Minority Total owners’
Reasonable of
Share capital Prefe al Capital reserve ent comprehensive Surplus reserve Retained profit interests equity
Othe reserve gene
rred capital ory income
r ral
stock securiti shar
risk
es esI. Balance at
the end of the 680,133,995.00 3,633,184,669.52 56,509,360.00 340,066,997.50 3,946,085,733.22 305,003,245.53 8,960,984,000.77last year
Add:
Changes ofaccountingpolicy
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Errorcorrection ofthe last periodEnterprisecombine
under thesame controlOtherII. Balance at
the beginning 680,133,995.00 3,633,184,669.52 56,509,360.00 340,066,997.50 3,946,085,733.22 305,003,245.53 8,960,984,000.77of this yearIII. Increase/Decrease in
this year
340,066,997.00 -3,141,979.95 42,490,055.00 1,255,141.19 93,541,690.26 470,572,565.07 91,885,051.14 1,036,669,519.71(Decrease is
listed with―-‖)
(i) Total
comprehensiv 42,490,055.00 1,108,221,450.83 46,072,082.12 1,196,783,587.95e income(ii) Owners’devoted and
-3,141,979.95 73,309,536.01 70,167,556.06decreasedcapital1.Commonshares
73,309,536.01 73,309,536.01invested byshareholders
2. Capitalinvested by
holders ofother equityinstruments
3. Amount
无锡威孚高科技集团股份有限公司 2014 年年度报告全文reckoned intoowners equitywithshare-basedpayment
4 Other -3,141,979.95 -3,141,979.95
(III) Profit
340,066,997.00 93,541,690.26 -637,648,885.76 -27,705,305.87 -231,745,504.37distribution1. Withdrawal
of surplus 93,541,690.26 -93,541,690.26reserves2. Withdrawalof general riskprovisions3.Distribution
-204,040,198.50 -27,705,305.87 -231,745,504.37for owners (orshareholders)
4. Other 340,066,997.00 -340,066,997.00(IV) Carryingforwardinternalowners’equity
1. Capitalreservesconversed tocapital (sharecapital)
2. Surplusreservesconversed tocapital (sharecapital)3. Remedying
loss with
无锡威孚高科技集团股份有限公司 2014 年年度报告全文surplusreserve4. Other(V)
Reasonable 1,255,141.19 208,738.88 1,463,880.07reserve1. Withdrawal
in the report 17,366,734.77 2,119,500.71 19,486,235.48period2. Usage in
the report 16,111,593.58 1,910,761.83 18,022,355.41period(VI)OthersIV. Balance at
the end of the 1,020,200,992.00 3,630,042,689.57 98,999,415.00 1,255,141.19 433,608,687.76 4,416,658,298.29 396,888,296.67 9,997,653,520.48report period8. Statement of Changes in Owners’ Equity (Parent Company)This Period
In RMB
This Period
Other
Less:
equity instrument Other
Item Invent Reasonable Total owners’
Share capital Preferr Perpetual Capital reserve comprehensive Surplus reserve Retained profit
Othe ory reserve equity
ed capital income
r shares
stock securitiesI. Balance at the end of the
1,020,200,992.00 3,661,248,059.50 98,999,415.00 433,608,687.76 3,013,207,193.32 8,227,264,347.58last year
Add: Changes ofaccounting policy
Error correction of thelast period
Other
II. Balance at the beginning of 1,020,200,992.00 3,661,248,059.50 98,999,415.00 433,608,687.76 3,013,207,193.32 8,227,264,347.58
无锡威孚高科技集团股份有限公司 2014 年年度报告全文this yearIII. Increase/ Decrease in this
year (Decrease is listed with 5,440,977.89 22,598,950.00 76,491,808.24 895,224,733.31 999,756,469.44―-‖)
(i) Total comprehensive
22,598,950.00 1,277,776,839.15 1,300,375,789.15income(ii) Owners’ devoted and
5,440,977.89 5,440,977.89decreased capital1.Common shares invested byshareholders2. Capital invested by holdersof other equity instruments3. Amount reckoned into
owners equity withshare-based payment
4. Other 5,440,977.89 5,440,977.89
(III) Profit distribution 76,491,808.24 -382,552,105.84 -306,060,297.601. Withdrawal of surplus
76,491,808.24 -76,491,808.24reserves2. Distribution for owners (or
-306,060,297.60 -306,060,297.60shareholders)3. Other(IV) Carrying forward internalowners’ equity1. Capital reserves conversedto capital (share capital)2. Surplus reserves conversedto capital (share capital)3. Remedying loss withsurplus reserve4. Other(V) Reasonable reserve1. Withdrawal in the report
4,362,065.61 4,362,065.61period
2. Usage in the report period 4,362,065.61 4,362,065.61
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(VI)OthersIV. Balance at the end of the
1,020,200,992.00 3,666,689,037.39 121,598,365.00 510,100,496.00 3,908,431,926.63 9,227,020,817.02report periodLast period
In RMB
Last period
Other
Less:
equity instrument Other
Item Invent Reasonable Total owners’
Share capital Preferr Perpetual Capital reserve comprehensive Surplus reserve Retained profit
Othe ory reserve equity
ed capital income
r shares
stock securitiesI. Balance at the end of the
680,133,995.00 3,661,248,059.50 56,509,360.00 340,066,997.50 2,715,439,176.46 7,453,397,588.46last year
Add: Changes ofaccounting policy
Error correction of thelast period
OtherII. Balance at the beginning of
680,133,995.00 3,661,248,059.50 56,509,360.00 340,066,997.50 2,715,439,176.46 7,453,397,588.46this yearIII. Increase/ Decrease in this
year (Decrease is listed with 340,066,997.00 42,490,055.00 93,541,690.26 297,768,016.86 773,866,759.12―-‖)(i) Total comprehensive
42,490,055.00 935,416,902.62 977,906,957.62income(ii) Owners’ devoted anddecreased capital1.Common shares invested byshareholders2. Capital invested by holdersof other equity instruments3. Amount reckoned into
owners equity withshare-based payment
无锡威孚高科技集团股份有限公司 2014 年年度报告全文4. Other
(III) Profit distribution 340,066,997.00 93,541,690.26 -637,648,885.76 -204,040,198.501. Withdrawal of surplus
93,541,690.26 -93,541,690.26reserves2. Distribution for owners (or
-204,040,198.50 -204,040,198.50shareholders)
3. Other 340,066,997.00 -340,066,997.00(IV) Carrying forward internalowners’ equity1. Capital reserves conversedto capital (share capital)2. Surplus reserves conversedto capital (share capital)3. Remedying loss withsurplus reserve4. Other(V) Reasonable reserve1. Withdrawal in the report
4,032,088.99 4,032,088.99period
2. Usage in the report period 4,032,088.99 4,032,088.99(VI)OthersIV. Balance at the end of the
1,020,200,992.00 3,661,248,059.50 98,999,415.00 433,608,687.76 3,013,207,193.32 8,227,264,347.58report period
无锡威孚高科技集团股份有限公司 2014 年年度报告全文III .Basic information of the Company1. Historical origin of the CompanyBy the approval of STGS (1992) No. 130 issued by Jiangsu Economic Restructuring Committee, WeifuHigh-Technology Group Co., Ltd. (hereinafter referred to ―the Company‖ or ―Company‖) was established as acompany of limited liability with funds raised from targeted sources, and registered at Wuxi Administration forIndustry & Commerce in October 1992. The original share capital of the Company totaled RMB 115.4355 million,including state-owned share capital amounting to RMB 92.4355 million, public corporate share capital amountingto RMB 8 million and inner employee share capital amounting to RMB 15 million.Between year of 1994 and 1995, the Company was restructured and became a holding subsidiary of Wuxi WeifuGroup Co., Ltd (hereinafter referred to as ―Weifu Group‖).By the approval of Jiangsu ERC and Shenzhen Securities Administration Office in August 1995, the Companyissued 68 million special ordinary shares (B-share) with value of RMB 1.00 for each, and the total value of thoseshares amounted to RMB 68 million. After the issuance, the Company’s total share capital increased to RMB183.4355 million.By the approval of CSRC in June 1998, the Company issued 120 million RMB ordinary shares (A-share) atShenzhen Stock Exchange through on-line pricing and issuing. After the issuance, the total share capital of theCompany amounted to RMB 303.4355 million.In the middle of 1999, deliberated and approved by the Board and Shareholders’ General Meeting, the Companyimplemented the plan of granting 3 bonus shares for each 10 shares. After that, the total share capital of theCompany amounted to RMB 394.46615 million, of which state-owned shares amounted to RMB 120.16615million, public corporate shares RMB 10.4 million, foreign-funded shares (B-share) RMB 88.40 million, RMBordinary shares (A-share) RMB 156 million and inner employee shares RMB 19.5 million.In the year 2000, by the approval of the CSRC and based upon the total share capital of 303.4355 million sharesafter the issuance of A-share in June 1998, the Company allotted 3 shares for each 10 shares, with a price of RMB10 for each allotted share. Actually 41.9 million shares was allotted, and the total share capital after the allotmentincreased to RMB 436.36615 million, of which state-owned corporate shares amounted to RMB 121.56615million, public corporate shares RMB 10.4 million, foreign-funded shares (B-share) RMB 88.4 million and RMBordinary shares (A-share) RMB 216 million.In April 2005, Board of Directors of the Company has examined and approved 2004 Profit Pre-distribution Plan,and examined and approved by 2004 Shareholders’ General Meeting , the Company distributed 3 shares for each10 shares to the whole shareholders totaling to 130,909,845 shares in 2005.According to the Share Merger Reform Scheme of the Company that passed by related shareholders’ meeting ofShare Merger Reform and SGZF [2006] No.61 Reply on Questions about State-owned Equity Management inShare Merger Reform of Weifu High-Technology Co., Ltd. issued by State-owned Assets Supervision &Administration Commission of Jiangsu Province, the Weifu Group etc. 8 non-circulating shareholders arrangedpricing with granting 1.7 shares for each 10 shares to circulating A-share shareholders (totally granted 47,736,000shares), so as to realize the originally non-circulating shares can be traded on market when satisfied certainconditions, the scheme has been implemented on April 5, 2006.On 27 May 2009, Weifu Group satisfied the consideration arrangement by dispatching 0.5 shares for each 10shares based on the number of circulating A shares as prior to Share Merger Reform, according to the aforesaidShare Merger Reform, with an aggregate of 14,039,979 shares dispatched. Subsequent to implementation ofdispatch of consideration shares, Weifu Group then held 100,021,999 shares of the Company, representing17.63% of the total share capital of the Company.Pursuant to the document (XGZQ(2009)No.46) about ―Approval for Merger of Wuxi Weifu Group Co., Ltd. byWuxi Industry Development Group Co., Ltd.‖ issued by the State-owned Assets Supervision and AdministrationCommission of Wuxi City Government, Wuxi Industry Development Group Co., Ltd. (hereinafter referred to asWuxi Industry Group) acquired Weifu Group. After the merger, Weifu Group was then revoked, and its assets andcredits & debts were transferred to be under the name of Wuxi Industry Group. Accordingly, Wuxi IndustryGroup became the first largest shareholder of the Company since then.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文In accordance with the resolutions of shareholders' meeting and provisions of amended constitution, and approvedby [2012] No. 109 document of China Securities Regulatory Commission, in Feb., the Company issued RMBordinary shares (A-share) of 112,858,000 shares to Wuxi Industry Groups and overseas strategic investor,ROBERT BOSCH GMBH (hereinafter referred to as Germany BOSCH), face value was RMB 1 Yuan per share,added registered capital of RMB112,858,000 Yuan , and the registered capital after change was RMB680,133,995 Yuan. Wuxi Industry Group is the first majority shareholder of the Company, and Germany BOSCHis the second majority shareholder of the Company.In March 2013, the profit distribution replan for year of 2012 was deliberated and approved by the Board, and alsopassed in Annual General Meeting 2012 of the Company in May 2013. On basis of total share capital 680,133,995shares, distribute 5-share for every 10 shares held by whole shareholders, 340,066,997 shares in total aredistributed. Total share captial of the Company amounting RMB 1,020,200,992 up to 31 December 2013.2. Registered place, organization structure and head office of the CompanyRegistered place and head office of the Company: Wuxi, JiangsuThe Company sets up Shareholders’ General Meeting, the Board of Directors and the Supe rvisory Committee.The Company sets up Administration Department, Engineering Technology Research Institution, HumanResources Department, Office of the Board, Risk Management Department, Information Systems Department,Market & Strategy Plan Department, Party-masses Security Department, Finance Control Department, ProjectPurchase Department, MS Business Segment, AC Business Segment, and subsidiaries such as Wuxi Weifu LeaderCatalytic Converter Co., Ltd. (referred to as Weifu Leader), Nanjing Weifu Jinning Co., Ltd. (referred to as WeifuJinning), and Wuxi Weifu Automotive Diesel System Co., Ltd. (referred to as Weifu Diesel System).3. Business nature and major operation activities of the CompanyOperation scope of parent company: manufacture of engine fuel oil system products, fuel oil system testers andequipments; sales of energy-oriented machinery, hardware & electric materials, chemical products and rawmaterials (other than chemical dangerous). Auto spare parts, autos (other than autos under-9 seats); repair ofengine, technological development and consultancy service of machinery industry; import and export business inrespect of diversified commodities and technologies (other than those commodities and technologies limited orforbidden by the State for import and export) by self-operation and works as agent for such businessMajor subsidiaries respectively activate in production and sales of engine accessories, auto spare parts, mufflers,and purifiers.4. Relevant party offering approval reporting of financial statements and date thereofFinancial statements of the Company were approved by the Board of Directors for reporting dated 21 April2015.5.Scope of consolidate financial statement
Subsidiary Shareholding Proportion of Registered Business scope Statement
ratio (%) votes (%) capital (in 10 consolidate
thousand (Y/N)
Yuan)
Nanjing Weifu Jinning Co., Ltd. (referred to as ―Weifu 80.00 80.00 34,628.70 Internal-combustio
Jinning‖) n engine and Y
accessories
Wuxi Weifu Leader Catalytic Converter Co., Ltd. (referred to 94.81 94.81 50,259.63 Purifier and
Y
as ―Weifu Leader‖) muffler
Weifu Mashan Pump Glib Co., Ltd. (referred to as ―Weifu 100.00 100.00 4,500 Internal-combustio
Mashan‖) n engine and Y
accessories
Wuxi Weifu Chang’an Co., Ltd. (referred to as ―Weifu 100.00 100.00 6,000 Internal-combustio
Chang’an‖) n engine and Y
accessories
Jiangsu Weifu Nano Technology Co., Ltd. (referred to as 80.00 80.00 3,000 Nanometer [Note
―Weifu Nano‖) material 1]
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Wuxi Weifu Automotive Diesel System Co., Ltd. (referred to 100.00 100.00 30,000 Internal-combustio
as ―Weifu Diesel System‖) n engine and Y
accessories
Wuxi Weifu International Trade Co. Ltd. (referred to as 100.00 100.00 3,000 International trade
Y―Weifu International Trade‖)
Wuxi Weifu ITM Supercharging Technique Co., Ltd. 100.00 100.00 16,000 Internal-combustio
(referred to as ―Weifu ITM ‖) n engine and Y
accessories
Wuxi Weifu Schmidt Power System Spare Parts Co., Ltd. 66.00 66.00 4,800 Internal-combustio
(referred to as ―Weifu Schmidt‖) n engine and Y
accessories
Ningbo Weifu Tianli Supercharging Technique Co., Ltd. 51.00 51.00 10,469 Internal-combustio
(referred to as ―Weifu Tianli‖) n engine and Y
accessories
Chaoyang Weifu Jialin Machinery Manufacture Co., Ltd. 51.00 51.00 800 Internal-combustio
(referred to as ―Weifu Jialin ‖) [Note
n engine and
accessories 2]
Anhui Weifu Tianshi Machinery Co., Ltd. (referred to as 52.00 52.00 1,000 Internal-combustio
―Weifu Tianshi‖) n engine and Y
accessories
Kunming Xitong Machinery Co., Ltd. (referred to as 70.00 70.00 400 Internal-combustio
―Kunming Xitong ‖) n engine and Y
accessories
Wuxi Weifu-Autocam Fine Machinery Co. Ltd. (referred to 51.00 51.00 USD1,510 Auto parts
Yas ―Weifu Autocam‖)[Note 1]Weifu Nano: cancel in February 2014, the profit statement and cash flow statement from period-begin to date of thecancelled included in consolidated statement for the Period;[Note 2] Weifu Jialin: cancel in April 2014, the profit statement and cash flow statement from period-begin to date of the cancelledincluded in consolidated statement for the PeriodIV. Basis of preparation of financial statements1. Preparation baseThe financial statement were stated in compliance with Accounting Standard for Business Enterprises –BasicNorms issued by Ministry of Finance, the specific 41 accounting rules revised and issued dated 15 February 2006and later, the Application Instruments of Accounting Standards and interpretation on Accounting standards andother relevant regulations (together as ―Accounting Standards for Business Enterprise‖), as well as theCompilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15 – GeneralProvision of Financial Report (Amended in 2014) issued by CSRC in respect of the actual transactions andproceedings, on a basis of ongoing operation.In line with relevant regulations of Accounting Standards of Business Enterprise, accounting of the Company inon accrual basis. Except for certain financial instruments, the financial statement measured on historical cost.Assets have impairment been found, corresponding depreciation reserves shall accural according to relevantrelues.2. Going concernThe Company comprehensively assessed the available information, there are no obvious factors that imapctsustainable operation ability of the Company within 12 months since end of the reporting periodV. Major Accounting Policies and EstimationSpecific accounting policies and estimation attention:The Company and its subsidiaries are mainly engaged in the manufature and sales of engine fuel oil system
无锡威孚高科技集团股份有限公司 2014 年年度报告全文products, Auto spare parts, mufflers and purifiers etc., in line with the real operational characteristics and relevantaccounting standards, many specific accounting policies and estimation have been formulated for the transactionsand events with revenue recognized concerned. As for the explanation on major accounting judgment andestimation, found more in 29 .Other ―major accounting judgment and estimation‖1. Statement on observation of Accounting Standard for Business EnterprisesFinancial statements prepared by the Company were in accordance with requirements of Accounting Standard forBusiness Enterprises, which truly and completely reflected the financial information of the Company dated 31December 2014, such as financial position, operation achievements and cash flow for the year of 2014.2. Accounting periodAccounting period of the Company consist of annual and mid-term, mid-term refers to the reporting period shorterthan one annual accounting year. The company adopts Gregorian calendar as accounting pe riod, namely form each1 January to 31 December.3. Business cyclesNormal business cycle is the period from purchasing assets used for process by the Company to the cash and cashequivalent achieved. The Company’s normal business cycle was one-year (12 months)4. Recording currencyThe Company’s reporting currency is the RMB Yuan.5. Accounting Treatment Method for Business CombinationsBusiness combination is the transaction or events that two or two above independent enterprises combined as areporting entity. Business combination including enterprise combined under the same control and businesscombined under different control.(1) The business combination under the same controlEnterprise combination under the same control is the enterprise who take part in the combination are have thesame ultimate controller or under the same controller, the control is not temporary. The assets and liabilityacquired by combining party are measured by book value of the combined party on combination date. Bal ance ofnet assets’s book value acquired by combining party and combine consideration paid (or total book value of theshares issued), shall adjusted capital reserve (share premium); if the capital reserves (share premium) is notenough for deducted, adjusted for retained earnings. Vary directly expenses occurred for enterprise combination,the combining party shall reckoned into current gains/losses while occurring. Combination day is the date whencombining party obtained controlling rights from the combined party.(2) Combine not under the same controlA business combination not involving entities under common control is a business combination in which all of thecombining entities are not ultimately controlled by the same party or parties both before and after the combination.As a purchaser, fair value of the assets (equity of acquiree held before the date of purchasing included) forpurchasing controlling right from the actuiree, the liability occurred or undertake on purchasing date less the fairvalue of identifiable net assets of the acuquiree obtained in combination, recognized as goodwill if the results ispositive; if the number is negative, the acquirer shall firstly review the measurement of the fair value of theidentifiable assets obtained, liabilities incurred and contingent liabilities incurred, as well as the combination costs.after that, if the combination costs are still lower than the fair value of the identifiable net assets obtained, theacquirer shall recognize the difference as the profit or loss in the current period. Other directlry expenses cost forcombination shall be reckoned into current gains/losses. Difference of the fair value of assets paid and its bookvalues, reckoned into current gains/losses. On purchasing date, the identifiable assets, liability or contigency ofthe acquiree obtained by the Company recognized by fair value, that required identification conditions;Acquisition date refers to the date on which the acquirer effectively obtains control of the acquiree.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文6. Preparation method for consolidated financial statement(1) Recognition principle of consolidated scopeOn basis of the financial statement of the parent company and owned subsidiaries, preparted consolidatedstatement in line with relvevant information. The scope of consolidation of consolidated financial statements isascertained on the basis of effective control. Once certain elements involved in the above definition of controlchange due to changes of relevant facts or circumstances, the Company will make separate assessment.(2) Basis of controlControl is the right to govern an investee so as to obtain variable return through participating in the investee’srelevant activities and the ability to affect such return by use of the aforesaid right over the investee. Relevantactivites refers to the activites have major influence on return of the investee’s.(3) Consolidation processSubsidiaries are consolidated from the date on which the company obtains their actual control, and aredeconsolidated from the date that such control ceases. All significant inter-group balances, investment,transactions and unrealized profits are eliminated in the consolidated financial statements. For subsidiaries beingdisposed, the operating results and cash flows prior to the date of disposal are included in the consolidated incomestatement and consolidated cash flow statement; for subsidiaries disposed during the period, the opening balancesof the consolidated balance sheet would not be restated. For subsidiaries acquired from a business combinationnot under common control, their operating results and cash flows subsequent to the acquisition date are includedin the consolidated income statement and consolidated cash flow statement, and the opening balances andcomparative figures of the consolidated balance sheet would not be restated. For subsidiaries acquired from abusiness combination under common control, their operating results and cash flows from the date ofcommencement of the accounting period in which the combination occurred to the date of combination areincluded in the consolidated income statement and consolidated cash flow statement, and the comparative figuresof the consolidated balance sheet would be restated.In preparing the consolidated financial statements, where the accounting policies or the accounting periods areinconsistent between the company and subsidiaries, the financial statements of subsidiaries are adjusted inaccordance with the accounting policies and accounting period of the company.Concerning the subsidiary obtained under combination with different control, adjusted several financial statementof the subsidiary based on the fair value of recognizable net assets on purchased day while financial statementconsolidation; concerning the subsidiary obtained under combination with same control, considered current statusof being control by ultimate controller for consolidation while financial statement consolidation.The unrealized gains and losses from the internal transactions occurred in the assets the Company sold to thesubsidiaries fully offset "the net profit attributable to the owners of the parent company". The unrealized gains andlosses from the internal transactions occurred in the assets the subsidiaries sold to the Company are distributed andoffset between "the net profit attributable to the owners of the parent company" and "minority interest" accordingto the distribution ratio of the Company to the subsidiary. The unrealized gains and losses from the internaltransactions occurred in the assets sold among the subsidiaries are distributed and offset between "the net profitattributable to the owners of the parent company" and "minority interest" according to the distribution ratio of theCompany to the subsidiary of the seller.The share of the subsidiary’s ownership interest not attributable to the Company is listed as ―minority interest‖item under the ownership interest in the consolidated balance sheet. The share of the subsidiary’s current profit orloss attributable to the minority interests is listed as "minority interest" item under the net profit item in theconsolidated income statement. The share of the subsidiary’s current consolidated income attributable to theminority interests is listed as the ―total consolidated income attributable to the minority shareholders‖ item underthe total consolidated income item in the consolidated income statement. If there are minority shareholders, addthe "minority interests" item in the consolidated statement of change in equity to reflect the changes of theminority interests. If the losses of the current period shared by a subsidiary’s minority shareholders exceed theshare that the minority shareholders hold in the subsidiary ownership interest in the beginning of the period, thebalance still charges against the minority interests.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文When the control over a subsidiary is ceased due to disposal of a portion of an interest in a subsidiary, the fairvalue of the remaining equity interest is re-measured on the date when the control ceased. The difference betweenthe sum of the consideration received from disposal of equity interest and the fair value of the remaining equityinterest, less the net assets attributable to the company since the acquisition date, is recognized as the investmentincome from the loss of control. Other comprehensive income relating to original equity investment insubsidiaries shall be treated on the same basis as if the relevant assets or liabilities were disposed of by theacquiree directly when the control is lost, namely be transferred to current investment income other than therelevant part of the movement arising from re-measuring net liabilities or net assets under defined benefit schemeby the original subsidiary. Subsequent measurement of the remaining equity interests shall be in accordance withrelevant accounting standards such as ―Accounting Standards for business Enterprises 2 – Long-term EquityInvestments‖ or ―Accounting Standards for business Enterprises 22 – Financial Instruments Recognition andMeasurement‖.The company shall determine whether loss of control arising from disposal in a series of transactions should beregarded as a bundle of transactions. When the economic effects and terms and conditions of the disposaltransactions met one or more of the following situations, the transactions shall normally be accounted for as abundle of transactions:①The transactions are entered into after considering the mutual consequences of each individual transaction;② The transactions need to be considered as a whole in order to achieve a deal in commercial sense;③The occurrence of an individual transaction depends on the occurrence of one or more individual transactions inthe series;④ The result of an individual transaction is not economical, but it would be economical after taking into accountof other transactions in the series. When the transactions are not regarded as a bundle of transactions, theindividual transactions shall be accounted as ―disposal of a portion of an interest in a subsidiary which does notlead to loss of control‖ and ―disposal of a portion of an interest in a subsidiary which lead to loss of control‖.When the transactions are regarded as a bundle of transactions, the transactions shall be accounted as a singledisposal transaction; however, the difference between the consideration received from disposal and the share ofnet assets disposed in each individual transactions before loss of control shall be recognized as othercomprehensive income, and reclassified as profit or loss arising from the loss of control when control is lost.7. Joint arrangement classification and accounting treatment for joint operationsIn accordance with the Company’s rights and obligation under a joint arrangement, the Company classifies jointarrangements into: joint ventures and joint operations.(1) Recognize the assets held solely by the Company, and recognize assets held jointly by the Company inappropriation to the share of the Company;(2) Recognize the obligations assumed solely by the Company, and recognize obligations assumed jointly by theCompany in appropriation to the share of the Company;(3) recognize revenue from disposal of the share of joint operations of the Company;(4) recognize fees solely occurred by Company;(5) recognize fees from joint operations in appropriation to the share of the Company.8. Determining standards for cash and cash equivalentCash refers to stock cash, savings available for paid at any time; cash and cash equivalent refers to the cash heldby the Company with short terms(expired within 3 months since purchased), and liquid and easy to transfer asknown amount and investment with minor variation in risks.9. Foreign currency business and conversionThe occurred foreign currency transactions are converted into the recording currency in accordance with themiddle rate of the market exchange rate published by the People's Bank of China on the transaction date. Thereinto,the occurred foreign currency exchange or transactions involved in the foreign currency exchange are converted inaccordance with the actual exchange rate in the transactions.At the balance sheet date, the account balance of the foreign currency monetary assets and liabilities is converted
无锡威孚高科技集团股份有限公司 2014 年年度报告全文into the recording currency amount in accordance with the middle rate of the market exchange rate published bythe People's Bank of China on the transaction date. The balance between the recording currency amount convertedaccording to exchange rate at the balance sheet date and the original recording currency amount is disposed as theexchange gains or losses. Thereinto, the exchange gains or losses occurred in the foreign currency loans related tothe purchase and construction of fixed assets are disposed according to the principle of capitalization of borrowingcosts; the exchange gains and losses occurred during the start-up are included in the start-up costs; the rest isincluded in the current financial expenses.At the balance sheet date, the foreign currency non-monetary items measured with the historical costs are convertedin accordance with the middle rate of the market exchange rate published by the People's Bank of China on thetransaction date without changing its original recording currency amount; the foreign currency non-monetary itemsmeasured with the fair value are converted in accordance with the middle rate of the market exchange ratepublished by the People's Bank of China on the fair value date, and the generated exchange gains and losses areincluded in the current profits and losses as the gains and losses from changes in fair value.The following displays the methods for translating financial statements involving foreign operations into thestatements in RMB: The asset and liability items in the balance sheets for overseas operations are translated at thespot exchange rates on the balance sheet date. Among the owners’ equity items, the items other than―undistributed profits‖ are translated at the spot exchange rates of the transaction dates. The income and expenseitems in the income statements of overseas operations are translated at the average exchange rates of thetransaction dates. The exchange difference arising from the above mentioned translation are recognized in othercomprehensive income and is shown separately under owner’ equity in the balance sheet; such exchangedifference will be reclassified to profit or loss in current year when the foreign operation is disposed according tothe proportion of disposal.The cash flows of overseas operations are translated at the average exchange rates on the dates of the cash flows.The effect of exchange rate changes on cash is presented separately in the cash flow statement.10. Financial instrumentFinancial instrument is the contract that taken shape of the financial asses for an enteprises and of the financialliability or equity instrument for other units.(1) Classification and measurment on financial assets and financial liabilityIn terms of investment purposes and economic natures, the Company divides its financial assets into financialassets( with its variation of fair value reckoned into current gains/losses), financial assets available for sale,account receivables and held-to-maturity investments, among which, transactional financial asset is measured atfair value and movement of its fair value is recorded in current gains and losses; financial asset available for saleis measured at fair value and movement of its fair value is recorded in owners’ equity; account receivables andheld-to-maturity investments are measured at amortized cost.In terms of economic nature, the Company divides its financial liabilities into two groups, namely financialliabilities at fair value through gains and losses and other financial liabilities at amortized cost.(2) Determination of fair values for financial assets and financial liabilitiesThe fair value refers to the price that will be received when selling an asset or the price to be paid to transfer aliability in an orderly transaction between market participants on the date of measurement. Financial instrumentsexist in an active market. Fair value is determined based on the quoted price in such market. An active marketrefers to where pricing is easily and regularly obtained from exchanges, brokers, industrial organizations and pricefixing service organizations, representing the actual price of a market transaction that takes place in a fair deal.While financial instruments do not exist in an active market, the fair value is determined using valuationtechniques. Valuation technologies include reference to be familiar with situation and prices reached in recentmarket transactions entered into by both willing parties, reference to present fair values of similar other financialinstruments, cash flow discounting method and option pricing models.As for the equty investment of the investee held by the Company, which has no controlling rights, commoncontrol or significant influence (that is under the major influence), has no quota in an active market and the fairvalue can not be measure reasonably, than divided into financial assets available for sale and measured by cost.(3) Recognition basis and measurement for transfer of financial assetsThat the Company grants or delivers financial assets to party other than the issuer of such financial assets equals
无锡威孚高科技集团股份有限公司 2014 年年度报告全文transfer of financial assets. Financial assets transferred could be the entire or part of such financial assets. Twoforms are listed as follows:①Transfer of right for collecting cash flow of financial assets to another party;②Transfer financial assets to another party, while the aforementioned right is retained, with obligation of payingsuch cash flow to final collectorIn the even that the Company has transferred almost all risks and remunerations arising from ownership of all orpart financial assets to another party, accordingly, recognition for such entire or part financial assets shall beceased. Gains and losses are determined by the received consideration less the carrying value of the transferredfinancial assets. Meanwhile, the original accumulated gains or losses of financial assets recognized in the owners’equity shall transferred to gains and losses; when all risks and remunerations attached to ownership are retained,recognition for such entire or part financial assets shall continue, and the consideration received shall be viewed asfinancial liabilities.As for the financial assets which the Company has neither transferred nor retained all risks and remunerationsattached to ownership of such financial assets, while control upon such financial assets still exists, recognitionshall be conducted in light of the degree of its continuous involvement in the transferred financial assets.Accordingly, relevant liabilities shall be recognized.(4) Recognition for termination of financial assets and liabilityUpon satisfaction of one of the following condition, financial assets will immediately experience discontinuedrecognition:①Right entitled by contract in respect of collection of cash flow from such financial asset terminates.②Such financial assets have been transferred and meet discontinued recognition condition for financial assets asregulated by Accounting Standard for Enterprise No.23-Transfer of Financial Assets.Only when present obligations under financial liability have been released entirely or partly, could ceaserecognition of such financial liability or part thereof.(5) Impairment of fianncial assetsThe Company conducts inspection on carrying values of financial assets, except for transactional financial assets,as at balance sheet date. If there is objective evidence indicating that impairment has happened to financial assets,impairment reserve then shall be provided. Financial asset with great amount in single item is subject to separateimpairment test. In case of any objective evidence indicating that impairment has happened to such financial asset,impairment loss shall be recognized and recorded in current gains and losses. As for the financial assets with nogreat amount in single item and those which prove to be not impaired after separate test, the Company willconduct impairment test on basis of credit portfolio which is determined in light of customers’ credit records andhistorical bad debts, so as to recognize impairment loss.Objective evidence indicating impairment happens to financial assets means the proceedings meeting the threecharacteristics: actually occurred subsequent to initial recognition of such financial assets, bring influence over theestimated future cash flow of such financial assets, and such influence could be reliably measured by theCompany.The followings are included in objective evidences indicating impairment happens to financial assets:①Serious financial difficulty happens to issuer or debtor;② Breach of terms of contract by debtor, such as breach or overdue in repaying interest or principal;③Creditor makes concession for debtors who experience financial trouble in light of consideration for economyor laws;④Debtor is very likely to experience bankrupt or financial reorganization;⑤ Financial assets are not able to be traded in active market since material financial difficulty happens to issuer;⑥ It is unable to judge whether cash flow from certain asset in a group of financial assets has decreased, while itis finally found that the estimated future cash flow of such financial asset has actually decreased since its initialrecognition and the decrease can be reliably measured by reference to the general valuation based on open data.For example, payment capacity of debtor of such financial assets portfolio gradually worsens, or unemployment incountry or region where the debtor locates risen, price of guaranty falls greatly in the place where it locate, and theindustry in which it belongs to is unpromising;⑦Material negative changes happen to technologies, markets, economy or law environment in which debtoroperates, which leads to that equity instrument investor is not likely to be able to recover investment cost;⑧Fair value of equity instrument investment experiences severe or non-temporary falling;
无锡威孚高科技集团股份有限公司 2014 年年度报告全文⑨ Other objective evidence indicating impairment happens to financial assets.In the event of impairment in financial asset at amortized cost, impairment loss is calculated based on thedifference between carrying value and present value of estimated future cash flow discounted at effective interestrate.After impairment loss is recognized for financial asset at amortized cost, if there is objective evidence indicatingvalue of such financial asset has recovered, which is objectively related to proceedings occurred after recognitionof such loss, the original impairment loss shall be reversed and recorded in current gains and losses. However, thecarrying value subsequent to such reversal shall not exceed the amortized cost of such financial asset as at thereversal date on assumption that such impairment loss had not been provided.Impairment of available-for-sale financial assets: in the event that decline in fair value of the available-for-saleequity instrument is regarded as ―severe decline‖ or ―non-temporary decline‖ on the basis of comprehensiverelated factors, it indicates that there is impairment loss of the available-for-sale equity instrument. In particular,―severe decline‖ refers to fair value is lower than 50% of the cost price and last for over one year.―Non-temporary decline‖ refers to fair value fell for over 6-month sessions.When the available-for-sale financial assets impair, the accumulated loss originally included in the othercomprehensive income arising from the decrease in fair value was transferred out from the capital reserve andincluded in the profit or loss for the period. The accumulated loss that transferred out from the capital reserve isthe balance of the acquired initial cost of asset, after deduction of the principal recovered, amortized amounts,current fair value and the impairment loss originally included in the profit or loss. After recognition of theimpairment loss, if there is objective evidence showing recovery in value of such financial assets impaired andwhich is related to any event occurring after such recognition in subsequent periods, the impairment lossoriginally recognized shall be reversed. The impairment loss reversal of the available-for-sale equity instrumentwill be recognized as other comprehensive income, and the impairment loss reversal of the available-for-sale debtinstrument will be included in the profit or loss for the period.When an equity investment that is not quoted in an active market and the fair value of which cannot be measuredreliably, or the impairment loss of a derivative financial asset linked to the equity instrument that shall be settledby delivery of that equity instrument, then it will not be reversed.11. Account Receivable(1) Account Receivable withdrawal on single significant amount and with bad debt provision accrued forsingle item
Determine basis or amount standards for single The Company’s account receivables with above RMB 1 million in single item is
significant amount defined as account receivables with significant amount in single item.
Withdrawal method for account with single In line with the difference of present value of future cash flow lower its book
significant amount and withdrawal single item value, carried out impairment test independently and withdrawal the bad debt
bad debt provision reserves(2) Receivables with bad debt provision accrual by credit portfolio
Combination Bad debt provision accrualClassify to many combination based on credit portfolio for those receivables with minor accountsingly and those with major amount but has no impairment been found after testing independelty;
Age analysis methodbase on the actual loss ratio of the receivables of previous years, with same or similar creditportfolio, and combining actual condition accrual bad debt reservesIn combination, accounts whose bad debts provision was accrued by age analysis:√ Applicable □ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Account age Rate for receivables Rate for other receivables
Within 1 year (one year included) 10.00% 10.00%Within 6 months
6 months to 1 year 10.00% 10.00%
1-2 years 20.00% 20.00%
2-3 years 40.00% 40.00%
Over 3 years 100.00% 100.00%
3-4 years 100.00% 100.00%
4-5 years 100.00% 100.00%
Over 5 years 100.00% 100.00%In combination, withdrawal proportion of bad debt provision based on balance proportion□ Applicable √ Not applicableIn combination, withdrawal proportion of bad debt provision based on other methods:□ Applicable √ Not applicable(3) Account receivable with minor single amount but with withdrawal bad debt provision for single item:
Reasons for withdrawal single item bad The present value of future cash flow has major difference with the receivable group’s
debt provision present value of future cash flow
Carried out impairment test independently, accrual bad debt reserves according to theWithdrawal method for bad debt provision
difference of present value of future cash flow lower its book value12. Inventories(1)Classification of inventoriesThe Company’s inventories are categorized into stock materials, product in process and stock goods etc.(2)Pricing for delivered inventoriesA. Generally, stock materials are calculated at planned cost. Material cost difference is individually set accordingto classification of grant types. Pursuant to the difference between the planned cost of the received or deliveredraw materials and the material cost the aforesaid cost should share after carrying forward at period-end, theCompany adjusts the planned cost to effective cost; finished products are priced at effective costs, and carriedforward to operating cost by weighted average method when being delivered;B. Products in process are priced at effective costs, and carried forward to finished products at actually occurredcost;C. Finished self-produced products are priced at effective costs, and carried forward to operating cost by weightedaverage method; external purchase goods (from import and export trades) are carried forward to sales cost byindividual pricing method.(3)Recognition evidence for net realizable value of inventories and withdrawal method for inventory impairmentprovisionInventories as at period-end are priced at the lower of costs and net realizable values; at period end, on the basis ofoverall clearance about inventories, inventory impairment provision is withdrew for uncollectible part of costs ofinventories which result from destroy of inventories, out-of-time of all and part inventories, or sales pricelowering than cost. Inventory impairment provision for stock goods and quantity of raw materials is subject to thedifference between costs of single inventory item over its net realizable value. As for other raw materials withlarge quantity and comparatively low unit prices, inventory impairment provision is withdrawn pursuant tocategories.As for finished goods, commodities and materials available for direct sales, their net realizable values aredetermined by their estimated selling prices less estimated sales expenses and relevant taxes. For materialinventories held for purpose of production, their net realizable values are determined by the estimated sellingprices of finished products less estimated costs, estimated sales expenses and relevant taxes accumulated tillcompletion of production. As for inventories held for implementation of sales contracts or service contracts, theirnet realizable values are calculated on the basis of contract prices. In the event that inventories held by a companyexceed order amount as agreed in sales contracts, net realizable values of the surplus part are calculated on thebasis of normal sale price.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(4) Inventory systemPerpetual Inventory System is adopted by the Company and takes a physical inventory.(5) Amortization of low-value consumables and wrappage①Low-value consumablesThe Company adopts one-off amortization method to amortize the low-value consumables.②WrappageThe Company adopts one-off amortization method to amortize the wrappage at the time of receipt.13. Classified as assets held for saleThe Company’s component(or non-current asset) will recogniz as held-for-sale while satisfied the followedconditions simultaneously: the component can be promptly sold at its existing status only according to the practiceterms in connection with disposal of this kind of assets; the Company has already made resolution on disposal ofsuch component, such as approved by shareholders in line with regulations, have already approved by generalmeeting or relevant authority; the Company entered into irrevocable transfer agreement with the transferee; andthis transfer will be completed within one year.Book value of the assets held-for-sale shall be adjusted on recoverable amounts (no more than the original bookvalue while qualify held-for-sale conditions), the execee parts from original book value and recoverable amountsafter adjusted shall considered as assets impairment loss reckoned into current gains/losses. Held-for-sale fixedassets and intangible assets would be not applicable to depreciation or amortization, and would be measured at thelower of its carrying value less disposal cost and fair value less disposal cost.If classified as held for sale no longer meets the recognition condition as non-current asset held for sale ordisposal group, the Company will cease such recognition and measure the asset at the lower of(1)the carrying value of the asset or disposal group prior to being classified as held for sale, based on the amountadjusted with the depreciation, amortization or impairment which should have been recognized assuming it hadnot been classified as held for sale;(2)the recoverable amount on the date when the Company decides to cease disposal.14. Long-term equity investmentLong-term equity investments refer to long-term equity investments in which the Company has control, jointcontrol or significant influence over the investee. Long-term equity investment without control or joint control orsignificant influence of the Group is accounted for as available-for-sale financial assets or financial assetsmeasured at fair value with any change in fair value charged to profit or loss.(1) Determination of initial investment costInvestment costs of the long-term equity investment are recongized by the follow according to different way ofacquirement:①For a long-term equity investment acquired through a business combination involving enterprises undercommon control, the initial investment cost of the long-term equity investment shall be the absorbing party’sshare of the carrying amount of the owner’s equity under the consolidated financial statements of the ultimatecontrolling party on the date of combination. The difference between the initial cost of the long-term equityinvestment and the cash paid, non-cash assets transferred as well as the book value of the debts borne by theabsorbing party shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retainedearnings shall be adjusted. If the consideration of the merger is satisfied by issue of equity securities, the initialinvestment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount ofthe owner’s equity under the consolidated financial statements of the ultimate controlling party on the date ofcombination. With the total face value of the shares issued as share capital, the difference between the initial costof the long-term equity investment and total face value of the shares issued shall be used to offset against thecapital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. (For businesscombination resulted in an enterprise under common control by acquiring equity of the absorbing party undercommon control through a stage-up approach with several transactions, these transactions will be judged whetherthey shall be treat as ―transactions in a basket‖. If they belong to ―transactions in a basket‖, these transactions willbe accounted for a transaction in obtaining control. If they are not belong to ―transactions in a basket‖, the initialinvestment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount ofthe owner’s equity under the consolidated financial statements of the ultimate controlling party on the date of
无锡威孚高科技集团股份有限公司 2014 年年度报告全文combination. The difference between the initial cost of the long-term equity investment and the aggregate of thecarrying amount of the long-term equity investment before merging and the carrying amount the additionalconsideration paid for further share acquisition on the date of combination shall offset against the capital reserve.If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. Other comprehensive incomerecognized as a result of the previously held equity investment accounted for using equity method on the date ofcombination or recognized for available-for-sale financial assets will not be accounted for.)②For a long-term equity investment acquired through a business combination involving enterprises not undercommon control, the initial investment cost of the long-term equity investment shall be the cost of combination onthe date of acquisition. Cost of combination includes the aggregate fair value of assets paid by the acquirer,liabilities incurred or borne and equity securities issued. (For business combination resulted in an enterprise notunder common control by acquiring equity of the acquire under common control through a stage-up approach withseveral transactions, these transactions will be judged whether they shall be treat as ―transactions in a basket‖. Ifthey belong to ―transactions in a basket‖, these transactions will be accounted for a transaction in obtainingcontrol. If they are not belong to ―transactions in a basket‖, the initial investment cost of the long-term equityinvestment accounted for using cost method shall be the aggregate of the carrying amount of equity investmentpreviously held by the acquire and the additional investment cost. For previously held equity accounted for usingequity method, relevant other comprehensive income will not be accounted for. For previously held equityinvestment classified as available-for-sale financial asset, the difference between its fair value and carryingamount, as well as the accumulated movement in fair value previously included in the other comprehensiveincome shall be transferred to profit or loss for the current period.) plus the combination cost measured by costswhcih have directly connection with acquirsition are considered as innital investment cost of such long-termequity investment. Realizable assets and liabilities undertaken by such assets (including contingent liabilities) ofthe party being combined as at the combination date are all measured at fair values, without consideration toamount of minority interests. The surplus of combination cost less fair value net realizable assets of the partybeing combined is recorded as goodwill, and the deficit is directly recognized in the consolidated statement ofgains and losses.③Long-term investments obtained through other ways:A. Initial investment cost of long-term equity investment obtained through cash payment is determined accordingto actual payment for purchase;B. Initial investment cost of long-term equity investment obtained through issuance of equity securities isdetermined at fair value of such securities;C. Initial investment cost of long-term equity investment (exchanged-in) obtained through exchange withnon-monetary assets, which is of commercial nature, is determined at fair value of the assets exchanged-out;otherwise determined at carrying value of the assets exchanged-out if it is not of commercial nature;D. Initial investment cost of long-term equity investment obtained through debt reorganization is determined atfair value of such investment.(2) Subsequent measurement on long-term equity investment①Presented controlling ability on investee, the investment shall used cost method for measurement.②Long-term equity investments with joint control (excluding those constitute joint ventures) or significantinfluence on the investee are accounted for using equity method.Under the equity method, where the initial investment cost of a long-term equity investment exceeds theinvestor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, no adjustmentshall be made to the initial investment cost. Where the initial investment cost is less than the investor’s interest inthe fair value of the investee’s identifiable net assets at the acquisition date, the difference shall be charged toprofit or loss for the current period, and the cost of the long term equity investment shall be adjusted accordingly.Under the equity method, investment gain and other comprehensive income shall be recognized based on theGroup’s share of the net profits or losses and other comprehensive income made by the investee, respectively.Meanwhile, the carrying amount of long-term equity investment shall be adjusted. The carrying amount oflong-term equity investment shall be reduced based on the Group’s share of profit or cash dividend distributed bythe investee. In respect of the other movement of net profit or loss, other comprehensive income and profitdistribution of investee, the carrying value of long-term equity investment shall be adjusted and included in thecapital reserves. The Group shall recognize its share of the investee’s net profits or losses based on the fair valuesof the investee’s individual separately identifiable assets at the time of acquisition, after making appropriateadjustments thereto. In the event of inconformity between the accounting policies and accounting periods of the
无锡威孚高科技集团股份有限公司 2014 年年度报告全文investee and the Company, the financial statements of the investee shall be adjusted in conformity with theaccounting policies and accounting periods of the Company. Investment gain and other comprehensive incomeshall be recognized accordingly. In respect of the transactions between the Group and its associates and jointventures in which the assets disposed of or sold are not classified as operation, the share of unrealized gain or lossarising from inter-group transactions shall be eliminated by the portion attributable to the Company. Investmentgain shall be recognized accordingly. However, any unrealized loss arising from inter-group transactions betweenthe Group and an investee is not eliminated to the extent that the loss is impairment loss of the transferred assets.In the event that the Group disposed of an asset classified as operation to its joint ventures or associates, whichresulted in acquisition of long-term equity investment by the investor without obtaining control, the initialinvestment cost of additional long-term equity investment shall be the fair value of disposed operation. Thedifference between initial investment cost and the carrying value of disposed operation will be fully included inprofit or loss for the current period. In the event that the Group sold an asset classified as operation to itsassociates or joint ventures, the difference between the carrying value of consideration received and operationshall be fully included in profit or loss for the current period. In the event that the Company acquired an assetwhich formed an operation from its associates or joint ventures, relevant transaction shall be accounted for inaccordance with ―Accounting Standards for Business Enterprises No. 20 ―Business combination‖. All profit orloss related to the transaction shall be accounted for.The Group’s share of net losses of the investee shall be recognized to the extent that the carrying amount of thelong-term equity investment together with any long-term interests that in substance form part of the investor’s netinvestment in the investee are reduced to zero. If the Group has to assume additional obligations, the estimatedobligation assumed shall be provided for and charged to the profit or loss as investment loss for the period. Wherethe investee is making profits in subsequent periods, the Group shall resume recognizing its share of profits aftersetting off against the share of unrecognized losses.③Acquisition of minority interestUpon the preparation of the consolidated financial statements, since acquisition of minority interest increased oflong-term equity investment which was compared to fair value of identifiable net assets recognized which aremeasured based on the continuous measurement since the acquisition date (or combination date) of subsidiariesattributable to the Group calculated according to the proportion of newly acquired shares, the difference of whichrecognized as adjusted capital surplus, capital surplus insufficient to set off impairment and adjusted retainedearnings.④Disposal of long-term equity investmentsIn these consolidated financial statements, for disposal of a portion of the long-term equity investments in asubsidiary without loss of control, the difference between disposal cost and disposal of long-term equityinvestments relative to the net assets of the subsidiary is charged to the owners’ equity. If disposal of a portion ofthe long-term equity investments in a subsidiary by the parent company results in a change in control, it shall beaccounted for in accordance with the relevant accounting policies as described .- 6 ―Preparation Method of theConsolidated Financial Statements‖.On disposal of a long-term equity investment otherwise, the difference between the carrying amount of theinvestment and the actual consideration paid is recognized through profit or loss in the current period.In respect of long-term equity investment accounted for using equity method with the remaining equity interestafter disposal also accounted for using equity method, other comprehensive income previously under owners’equity shall be accounted for in accordance with the same accounting treatment for direct disposal of relevantasset or liability by investee on pro rata basis at the time of disposal. The owners’ equity recognized for themovement of other owners’ equity (excluding net profit or loss, other comprehensive income and profitdistribution of investee) shall be transferred to profit or loss for the current period on pro rata basis.In respect of long-term equity investment accounted for using cost method with the remaining equity interest afterdisposal also accounted for cost equity method, other comprehensive income measured and reckoned under equitymethod or financial instrument before control of the investee unit acquired shall be accounted for in accordancewith the same accounting treatment for direct disposal of relevant asset or liability by investee on pro rata basis atthe time of disposal and shall be transferred to profit or loss for the current period on pro rata basis; among the netassets of investee unit recognized by equity method (excluding net profit or loss, other comprehensive income andprofit distribution of investee) shall be transferred to profit or loss for the current period on pro rata basis.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文In the event of loss of control over investee due to partial disposal of equity investment by the Group, in preparingseparate financial statements, the remaining equity interest which can apply common control or impose significantinfluence over the investee after disposal shall be accounted for using equity method. Such remaining equityinterest shall be treated as accounting for using equity method since it is obtained and adjustment was madeaccordingly. For remaining equity interest which cannot apply common control or impose significant influenceover the investee after disposal, it shall be accounted for using the recognition and measurement standard offinancial instruments. The difference between its fair value and carrying amount as at the date of losing controlshall be included in profit or loss for the current period. In respect of other comprehensive income recognizedusing equity method or the recognition and measurement standard of financial instruments before the Groupobtained control over the investee, it shall be accounted for in accordance with the same accounting treatment fordirect disposal of relevant asset or liability by investee at the time when the control over investee is lost.Movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profitdistribution under net asset of investee accounted for and recognized using equity method) shall be transferred toprofit or loss for the current period at the time when the control over investee is lost. Of which, for the remainingequity interest after disposal accounted for using equity method, other comprehensive income and other owners’equity shall be transferred on pro rata basis. For the remaining equity interest after disposal accounted for usingthe recognition and measurement standard of financial instruments, other comprehensive income and otherowners’ equity shall be fully transferred.In the event of loss of common control or significant influence over investee due to partial disposal of equityinvestment by the Group, the remaining equity interest after disposal shall be accounted for using the recognitionand measurement standard of financial instruments. The difference between its fair value and carrying amount asat the date of losing common control or significant influence shall be included in profit or loss for the currentperiod. In respect of other comprehensive income recognized under previous equity investment using equitymethod, it shall be accounted for in accordance with the same accounting treatment for direct disposal of relevantasset or liability by investee at the time when equity method was ceased to be used. Movement of other owners’equity (excluding net profit or loss, other comprehensive income and profit distribution under net asset of investeeaccounted for and recognized using equity method) shall be transferred to profit or loss for the current period atthe time when equity method was ceased to be used.The Group disposes its equity investment in subsidiary by a stage-up approach with several transactions until thecontrol over the subsidiary is lost. If the said transactions belong to ―transactions in a basket‖, each transactionshall be accounted for as a single transaction of disposing equity investment of subsidiary and loss of control. Thedifference between the disposal consideration for each transaction and the carrying amount of the correspondinglong-term equity investment of disposed equity interest before loss of control shall initially recognized as ot hercomprehensive income, and subsequently transferred to profit or loss arising from loss of control for the currentperiod upon loss of control.(3)Impairment test method and withdrawal method for impairment provisionFound more 20.‖impairment of long-term investment‖(4) Criteria of Joint control and significant influenceJoint control is the Company’s contractually agreed sharing of control over an arrangement, which relevantactivities of such arrangement must be decided by unanimously agreement from parties who share control. All theparticipants or participant group whether have controlling over such arrangement as a group or not shall be judgefirstly, than judge that whether the decision-making for such arrangement are agreed unanimity by the participantsor not.Significant influence is the power of the Company to participate in the financial and operating policy decisions ofan investee, but to fail to control or joint control the formulation of such policies together with other parties.While recognizing whether have significant influence by invstee, the potential factors of voting power as currentconvertibel bonds and current executable warrant of the inestee held by investo
ANNUAL REPORT 2014
April 2015
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section I. Important Notice, Contents and ParaphraseBoard of Directors, Supervisory Committee, all directors, supervisors and seniorexecutives of Weifu High-Technology Group Co., Ltd. (hereinafter referred to asthe Company) hereby confirm that there are no any fictitious statements,misleading statements, or important omissions carried in this report, and shalltake all responsibilities, individual and/or joint, for the reality, accuracy andcompletion of the whole contents.Other directors attended the board meeting on auditing the report except for thefollowing directors
Name of absent director Position of absent director Reason for absence Entrusted
Chen Yudong Director On a business trip Rudolf MaierThe profit distribution plan that deliberated and approved by the Board is:based on total stock issue of 1,020,200,992, distributed 4.00 Yuan (tax included)bonus in cash for every 10-share hold by all shareholders, 00 shares bonus issued(tax included) and no capitalizing of common reserves carried out.Chen Xuejun, Principal of the Company, Ou Jianbin, person in charger ofaccounting works and Ou Jianbin, person in charge of accounting organ(accounting principal) hereby confirm that the Financial Report of 2014 AnnualReport is authentic, accurate and complete.Concerning the forward-looking statements with future planning involved in theReport, they do not constitute a substantial commitment for investors. Investorsshould be cautious with investment risks.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
ContentsSection I. Important Notice,Contents and paraphrase …………………………………………2Section II. Company Profile ……………………………………………………………………… 6Section III. Accounting data and summary of finnaical indexes ………………………………8
Section IV. Report of the Board of Directors …………………………………………………10Section V.Important Events …………………………………………………………………….. 34
Section VI. Changes in Shares and particular about shareholders ……………………… 41Section VII Preferred Stock …………………………………………………………………….. 47Section VIII Particulars about Directors、Supervisors,Senior Executives and Employees 48Section IX Corporate Governance………………………………………………………………54Section X Internal Control ……………………………………………………………………… 59Section XI Financial Report………………………………………………………………………61Section XII Documents available for reference ………………………………………………165
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Paraphrase
Items Refers to Contents
Company, The Company, Weifu 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, Robert Bosch Company Refers to Robert Bosch Co., Ltd.、ROBERT BOSCH GMBH
Bosch Automobile Diesel, Bosch Diesel System 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 Nano Refers to Jiangsu Weifu Nano Technology 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 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 Electronic Refers to Zhonglian Automobile Electronic Co., Ltd.
Yinlun Co.,Ltd Refers to Zhejiang Yinlun Machinery Co., Ltd.
APG Refers to Zhejiang Asia-Pacific Mechanical & Electronic Co., Ltd.
Wiscom Technology Refers to Jiangsu Wiscom Technology Co., Ltd.
Yunyi Electric Refers to Jiangsu Yunyi Electric Co., Ltd.
Hunan Tyen Refers to Hunan Tyen Machinery 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.
The reporting period Refers to From 1 Jan. 2014 to 31 Dec. 2014
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Indication of major risksInformation Disclosure Media appointed by the Company is: China SecuritiesJournal, 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.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section II Company profileI. 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 applicable) WFHT
Legal representative Chen Xuejun
Registrations add. No.5, Huashan Road, New District, Wuxi City
Code for registrations add 214028
Offices add. No.5, Huashan Road, New District, Wuxi City
Codes for office add. 214028
Company’s Internet Web Site http://www.weifu.com.cn
E-mail Web @ weifu.com.cnII. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Zhou Weixing Yan Guohong
Contact add. No.5, Huashan Road, New District, Wuxi City No.5, Huashan Road, New District, Wuxi City
Tel. 0510-80505999 0510-80505999
Fax. 0510-80505199 0510-80505199
E-mail wfjt@public1.wx.js.cn wfjt@public1.wx.js.cnIII. Information disclosure and preparation place
Newspaper appointed for information disclosure China Securities Journal; Securities Times; Hong Kong Commercial DailyWebsite for annual report publish appointed by CSRC http://www.cninfo.com.cn
Preparation place for annual report Office of the Board of DirectorsIV. Registration changes of the Company
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Date for Registration NO. for No. of taxation Organization
Place for registration
registration enterprise legal license registration code
Initial No.107, Renmin West
1988-10-27 GuoJiZi No.: 1707 320208250456967 25045696-7
registration Road, Wuxi CityRegistration at
No.5, Huashan Road,
end of report 2013-10-20 320200000014926 320208250456967 25045696-7
New District, Wuxi CityperiodChanges of main business since
No changeslisting (if applicable)
The company’s controlling shareholder was Weifu Group before 2009.The controlling
shareholder changed to Industry Group from 31st May 2009 because Industry Group mergedPrevious changes for controlling
Weifu Group in 2009.Becasue both Weifu Group and Industry Group were whollyshareholders (if applicable)
state-owned companies of Wuxi State-owned Assets Supervision & Administration
Commission of State Council, which as actual controller had no changes.V. Other relevant informationCPA engaged by the Company
Name of CPA Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. (LLP)
Offices add. for CPA No.28, Liangxi Road, Wuxi City
Signing Accountants Zhang Caibin, Zhu YouminSponsor engaged by the Company for performing continuous supervision duties in reporting period□ Applicable √ Not applicableFinancial consultant engaged by the Company for performing continuous supervision duties in reporting period□ Applicable √ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section III. Accounting data and summary of financial indexesI. Main accounting data and financial indexesWhether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accountingerror correction or not□Yes √□ No
Changes over
2014 2013 2012
last year
Operating income (RMB) 6,354,480,020.38 5,589,307,689.55 13.69% 5,015,283,418.71Net profit attributable to shareholders of the
1,539,439,686.81 1,108,221,450.83 38.91% 889,326,939.46listed company(RMB)Net profit attributable to shareholders of the
listed company after deducting non-recurring 1,404,877,811.26 1,013,085,655.87 38.67% 852,679,760.32gains and losses(RMB)Net cash flow arising from operating
889,899,654.79 803,958,123.13 10.69% 1,165,759,218.46activities(RMB)
Basic earnings per share (RMB/Share) 1.51 1.09 38.53% 0.9
Diluted earnings per share (RMB/Share) 1.51 1.09 38.53% 0.9
Weighted average ROE 15.05% 12.12% 2.93% 11.36%
Changes over
End of 2014 End of 2013 End of 2012
end of last year
Total assets (RMB) 14,488,589,167.90 13,074,232,730.91 10.82% 11,055,973,932.34Net assets attributable to shareholder of listed
10,859,034,688.96 9,600,765,223.81 13.11% 8,655,980,755.24company (RMB)II. Difference of the accounting data under accounting rules in and out of China1. Difference of the net profit and net assets disclosed in financial report, under both IAS (InternationalAccounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)□ Applicable √ Not applicableThe Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (InternationalAccounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.2. Difference of the net profit and net assets disclosed in financial report, under both foreign accountingrules and Chinese GAAP (Generally Accepted Accounting Principles)□ Applicable √ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules orChinese GAAP (Generally Accepted Accounting Principles) in the period.III. Items and amounts of extraordinary profit (gains)/loss√Applicable □Not applicable
In RMB
Item 2014 2013 2012 NoteGains/losses from the disposal of non-current
asset (including the write-off that accrued for -16,283,213.60 13,126,709.30 4,352,926.75impairment of assets)Governmental subsidy reckoned into current
Including governmentgains/losses (not including the subsidy enjoyed
subsidy income
in quota or ration according to national 170,915,324.15 19,375,596.41 15,105,216.19
received fromstandards, which are closely relevant to
relocation by policyenterprise’s business)Profit and loss of assets delegation on others’
158,156,542.41 91,274,698.13 24,750,377.29investment or managementSwitch-back of impairment of account
receivable that practice impairment test 3,970,434.00 789,303.74independentOther non-operating income and expenditure
2,049,146.66 -1,806,748.05 -412,785.88except for the aforementioned items
Relocation expenses -158,174,925.50
Less: Impact on income tax 24,042,902.11 19,872,935.33 6,429,913.94
Impact on minority shareholders’ equity
2,028,530.46 6,961,525.50 1,507,945.01(post-tax)
Total 134,561,875.55 95,135,794.96 36,647,179.14 --Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for CompaniesOffering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according tothe lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering TheirSecurities to the Public --- Extraordinary Profit/loss, explain reasons□ Applicable √ Not applicableIn reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists ofextraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities tothe Public --- Extraordinary Profit/loss
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section IV. Report of the Board of DirectorsI. Introduction(I)General introductionProduction and marketing on national auto market during 2014 achieved 23.7229 million and 23.4919 millionrespectively, announced by China Association of Automobile Manufactures, respectively increased by 7.26% and6.86% year-on-year, including 19.9198 million and 19.7006 million respectively for production and marketing ofpassenger cars, respectively securing 10.15% and 9.89% year-on-year growth rate, and 3.8031 million and 3.7913million of commercial vehicles with the decrease rate of 5.69% and 6.53% year-on-year respectively.A stable growth of the production and sales of automobile benefit a lot from the driving of passenger cars, whilethe commercial vehicle-which is closely related to the Company, presents languished due to double pressuresfrom macro economic deceleration and ugrading of National-IV emission regulations. During the Period, in acomplex and volatile market surroundings, the Company seized the switching opportunity of emission regulations,earnestly implement the industrial restructuring, achieved double growth in operation revenue and profit bytarget-oriented, preision management and risk & cost controlling. Three major operative segments of theCompany has higher level over the average standards in industry in aspect of production and sales, shares ofmajor market have been enhaced further and prodcut structure optimized one step further also.Operation revenue of RMB 6.355 billion for the reporting period, up 13.69% on a year-on-year basis; net profitattributable to parent company of RMB 1.539 billion, an increase of 38.91% from the year-ago period; total assetsof RMB 14.489 billion, a 10.82% up year-on-year and equity attributable to owners of parent company of RMB10.859 billion, up 13.11% on a year-on-year basis.(II)Major works1. Promote product research, strengthen the construction of R&D platform and ability, enhancing independentinnovation capabilityAccelerate the R&D for new products in three major systems, completely strengthening the construction of R&Dplatform and ability, many test equipments are came into use in the Period, integrated ability testing for the newproducts reach a higher stage of development; headquarter of WFHT and five subsidiaries as Weifu AutomotiveDiesel, Weifu Leader, Weifu Jinning, Weifu Tianli and Weifu Autocam passed the National High-Tech Enterprisesreview in the Year.2. Enhace risk pre-control, strengthen financial management and improve quality of economic operationPut more efforts in process control, identify, balance, analyzed and evaluated various risks migh have in operationactivities, strengthen precaution and control in order to lower the operation risks of the enterprise; reinforce theconstruction of financial management mechanism, comprehensive utilize and optimized group’s resouces,improve operating efficiency and reducing the operating risks.3. Improving quality management (QM), practice lean manufacturing conceptBuilding a manufacturing quality deparment, strengthen quality strip-line management, promote the optimizationfor process in business division, populatized and apply the new-version quality firewall, compaints within zeroKm drops dramatically under the circumstances of the product’s quality of common rail continued to surge;
无锡威孚高科技集团股份有限公司 2014 年年度报告全文carried out the system improvement of bottleneck devices, constrution of lean production line, layout optimizationand removal direction of the industrial park, production efficiency improved and production costs reduced.4. Improve the budget system for equipment investmentFormulated an expert technical review mechanism for the application of new technology, mew equipment andnew materials as well as the capacity expansion, transformation and upgrading of the quipments.5. Actively carry out developmental strategy of talented person, focus on building an incentive mechanism for theGroupEstablish a medium & long-term motivation for group’s core talent, major innovation developmetn incentives andstaff inclusive incentive mechanism; strengthen core telants construction, pays high attention to talent introductionand training; deploy and arranged the staff reasonably, reinforce the structural redundance allocation within thegroup, continues to improve the production efficiency for employees.6. promoting information construction, improving management ability and strengthening core competition. WFHTcomplete the SAP system handover in 2014.7. steadily carried out adjustment of industry layout, promoted basic construction. On 19th September, theCompany officially launch the relocation works, 90 percent of the removal has been completed, every productionline realize a normal operation; investment projects with raise funds runs smoothly.II. Main business analysis1. IntroductionReview and summarization on the progress of development strategy and operation plan disclosed in previous period during thereporting periodIn 2014, BOD centre on development strategy of the Company and targets at year-beginning, seized the switchingopportunity of emission regulations, earnestly implement the industrial restructuring, achieved double growth inoperation revenue and profit by preision management implementation and risk & cost controlling. Achievingoperation revenue of RMB 6.355 billion in the reporting period, up 13.69% on a year-on-year basis; net profitattributable to parent company of RMB 1.539 billion, an increase of 38.91% from the year-ago periodReasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed□ Applicable √ Not applicableChanges of main operation mode□ Applicable √ Not applicable2. RevenueExplanationThe company mainly engaged in automobile parts, and achieved operating revenue RMB 6.355 billion, increasing13.69% y-o-y.Whether income from physical sales larger than income from labors or not√ Yes □ No
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Increase/decrease
Industries Item Unit 2014 2013
y-o-y
Sales volume In 10 thousand units 161 155 3.87%Fuel injection system—multiple-piston
Production volume In 10 thousand units 157 163 -3.68%pump
Stock volume In 10 thousand units 15 19 -21.05%
Sales volume In 10 thousand sets 454 585 -22.39%
Fuel injection system—injector Production volume In 10 thousand sets 394 632 -37.66%
Stock volume In 10 thousand sets 55 115 -52.17%
Sales volume In 10 thousand pieces 174 149 16.78%
Post-processing system—purifier Production volume In 10 thousand pieces 185 159 16.35%
Stock volume In 10 thousand pieces 47 36 30.56%
Sales volume In 10 thousand pieces 84 106 -20.75%
Post-processing system—muffler Production volume In 10 thousand pieces 81 105 -22.86%
Stock volume In 10 thousand pieces 6 9 -33.33%
Sales volume In 10 thousand units 30 28 7.14%
Intake system—turbocharger Production volume In 10 thousand units 32 28 14.29%
Stock volume In 10 thousand units 7 5 40.00%Reasons for y-o-y relevant data with over 30% changes√Applicable □Not applicableProducts of the fuel injection system along with the promotion of National IV emission regulations, marketrequirement of common rail pump products risen markedly while mechanical system products (mechanical pump,oil atomizer ) declined rapidly at the same time, thus the production & sales of the mechanical system products(mechanical pump, oil atomizer ) as well as inventory shows a dramatically decreasing range on a year-on-yearbasis;Market demand for after-treatment system products rise greatly owing to the promotion of National IV emissionregulations, and the diesel oil system products comes to a new point of growth by seizing the opportunity; y-o-ydecliend of the prodcut & sales and inventory for muffler products mainly due to the change of marketing idea tointegration supply for exhaust system in order to satisy the needs of customer quality management; intake systemof the supercharger products consolidated the original market shares, new projects achieve a breakthrough andnew market layout is active.Material orders in hands□ Applicable √ Not applicableMaterial changes or adjustment for products or services of the Company in reporting period□ Applicable √ Not applicableMajor sales of the Company
Total top five clients in sales (RMB) 2,442,717,202.06
Proportion in total annual sales volume for top five clients 38.44%
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Information of top five clients of the Company√Applicable □Not applicable
Serial Name Sales (RMB) Proportion in total annual sales
1 Bosch Automobile Diesel 1,442,480,811.13 22.70%
2 Client II 299,111,963.11 4.71%
3 Client III 248,904,061.62 3.92%
4 Client IV 237,285,248.57 3.73%
5 Client V 214,935,117.63 3.38%
Total -- 2,442,717,202.06 38.44%Other situation of main clients√Applicable □Not applicableThe Company has association with RBCD, sales amount has been deliberated and approved in Annual General Meeting of 2013.Furhtermore, directors, sueprvisors, senior executives, core technicians and actual controller have no equity of the main clients helddirectrly or indirectly.3. CostIndustry classification
In RMB
2014 2013
Y-o-y
Industry classification Item Ratio in Ratio in
Amount Amount changes
operation cost operation cost
Automobile parts Direct material 3,397,543,062.59 77.72% 2,932,939,105.10 77.47% 15.84%
Automobile parts Labor cost 363,453,233.78 8.31% 336,433,791.03 8.89% 8.03%
Automobile parts Depreciation 130,749,849.07 2.99% 113,287,016.34 2.99% 15.41%
Varieties of
Automobile parts 480,031,203.07 10.98% 403,066,029.67 10.65% 19.09%
consumptionProduct classification
In RMB
2014 2013
Y-o-y
Industry classification Item Ratio in Ratio in
Amount Amount changes
operation cost operation cost
Fuel injection system Direct material 2,093,926,460.49 70.22% 2,001,127,856.10 72.11% 4.64%
Fuel injection system Labor cost 317,905,324.78 10.66% 303,491,485.66 10.94% 4.75%
Fuel injection system Depreciation 110,463,249.39 3.70% 98,562,552.54 3.55% 12.07%
Varieties of
Fuel injection system 459,603,709.06 15.42% 371,768,012.63 13.40% 23.63%
consumption
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Intake system Direct material 112,990,249.62 78.61% 96,361,023.76 75.15% 17.26%
Intake system Labor cost 13,772,871.27 9.58% 14,606,404.08 11.39% -5.71%
Intake system Depreciation 10,230,243.90 7.12% 9,587,386.03 7.48% 6.71%
Varieties of
Intake system 6,737,112.01 4.69% 7,670,333.89 5.98% -12.17%
consumption
Post-processing system Direct material 1,190,626,352.48 95.54% 835,450,225.24 94.66% 42.51%
Post-processing system Labor cost 31,775,037.73 2.55% 18,335,901.29 2.08% 73.29%
Post-processing system Depreciation 10,056,355.78 0.81% 5,137,077.76 0.58% 95.76%
Varieties of
Post-processing system 13,690,382.00 1.10% 23,627,683.16 2.68% -42.06%
consumptionNoteProduction and sales of post-processing system is growing faster, so direct material and labor cost etc. is growing faster.Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 1,334,077,765.59
Proportion in total annual purchase amount for top five suppliers 32.64%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 Weifu Environment 764,668,053.38 18.71%
2 Bosch Automobile Diesel 212,764,780.21 5.21%
3 Client 3 128,558,086.93 3.15%
4 Client 4 116,430,625.87 2.85%
5 Robert Bosch Company 111,656,219.20 2.73%
Total -- 1,334,077,765.59 32.64%Other notes of main suppliers of the Company√Applicable □Not applicableThe Company has association with Weifu Environment, RBCD and Rober Bosch Gmbh, the asociated purchasing amount has beendeliberated and approved in Annual General Meeting of 2013. Furhtermore, directors, sueprvisors, senior executives, coretechnicians and actual controller have no equity in main suppliers directrly or indirectly.4. ExpensesIn the reporting, the company’s main expenses are as follows:
In 10 thousand yuan
Name 2014 2013 Increase y-o-y (%)
Sales expenses 17,491.90 20,715.29 -15.56
Administration expenses 64,869.83 55,828.54 16.19
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Financial expenses -2,480.33 -5,689.11
Income tax expenses 12,344.37 10,301.61 19.835. R&D expensesIn reporting period, the Company accelerate the R&D for new products in three major systems, completelystrengthening the construction of R&D platform and ability, many test equipments are came into use in the Period,integrated ability testing for the new products reach a higher stage of development; headquarter of WFHT and fivesubsidiaries as Weifu Automotive Diesel, Weifu Leader, Weifu Jinning, Weifu Tianli and Weifu Autocam passedthe National High-Tech Enterprises review in the Year. In 2014, the R&D expenses of the Company were RMB311,720,000, accounting for 2.88% of the latest audited net profit and 4.91% of the latest audited operatingincome.6. Cash flow
In RMB
Item 2014 2013 Y-o-y changes
Subtotal of cash in-flow from operation activity 7,419,267,132.14 6,384,171,015.19 16.21%
Subtotal of cash out-flow from operation activity 6,529,367,477.35 5,580,212,892.06 17.01%
Net cash flow from operation activity 889,899,654.79 803,958,123.13 10.69%
Subtotal of cash in-flow from investment activity 3,865,416,741.91 2,036,906,091.62 89.77%
Subtotal of cash out-flow from investment activity 4,658,898,786.84 3,094,204,131.67 50.57%
Net cash flow from investment activity -793,482,044.93 -1,057,298,040.05
Subtotal of cash in-flow from financing activity 1,014,051,439.96 888,120,000.00 14.18%
Subtotal of cash out-flow from financing activity 1,370,980,853.33 778,844,160.72 76.03%
Net cash flow from financing activity -356,929,413.37 109,275,839.28 -426.63%
Net increased amount of cash and cash equivalent -260,511,803.51 -144,064,077.64Reasons for y-o-y relevant data with over 30% changes√Applicable □Not applicableSubtotal of cash in-flow from investment activity growth 89.77 percent y-o-y, mainly because the maturity forentrust financial investment in the Period increased over same period of last year;Subtotal of cash out-flow from investment activity growth 50.57 percent y-o-y, mainly because the out-flow ofentrust financial investment in the Period increased over same period of last year;Subtotal of cash out-flow from financing activity growth 76.03 percent y-o-y, mainly because debt payment forbanks in the period and distributed cash bonus have more out-flow over same period of last year;Net cash flow from financing activity has more RMB 466205300 out-flow over same period of last year, mainlybecause distributed cash bonus have more over same period of last year and bank loans in-flow at same period oflast yearReasons of major difference between the cash flow of operation activity in report period and net profit of the Company√Applicable □Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Mainly due to the investment, and specific influencing factors found more in supplementary information of cahsflow statement carried in Annotation of the Report.III. Composition of main business
In RMB
Increase/decrease Increase/decrease Increase/decrease
Gross profit
Operating revenue Operating cost of operating of operating cost of gross profit
ratio
revenue y-o-y y-o-y ratio y-o-yAccording to industries
Automobile parts 5,912,176,928.72 4,371,777,348.50 26.05% 14.64% 15.48% -0.55%According to productsAutomobile fuel
4,156,102,827.14 2,981,898,743.71 28.25% 6.13% 7.46% -0.89%injection system
Intake system 192,913,621.49 143,730,476.80 25.49% 12.06% 12.09% -0.02%Automobile
post-processing 1,563,160,480.09 1,246,148,127.99 20.28% 46.20% 41.20% 2.82%systemAccording to region
Domestic 5,621,505,188.04 4,090,444,865.57 27.24% 14.66% 15.40% -0.46%
Oversea 290,671,740.68 281,332,482.93 3.21% 14.23% 16.67% -2.02%Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based onlatest one year’s scope of period-end□ Applicable √ Not applicableIV. Assets and liability analysis
1. Major changes of assets In RMB
End of 2014 End of 2013 Notes of
Ratio
Ratio in Ratio in major
Amount Amount changes
total assets total assets changes
Monetary fund 2,360,027,208.92 16.29% 2,447,555,672.40 18.72% -2.43%
Account receivable 1,206,105,236.56 8.32% 1,132,835,466.09 8.66% -0.34%
Inventory 1,111,669,480.16 7.67% 986,790,491.70 7.55% 0.12%
Investment real estate 21,418,942.40 0.15% 3,424,363.44 0.03% 0.12%
Long-term equity investment 3,314,987,967.02 22.88% 2,519,560,708.20 19.27% 3.61%
Fix assets 1,349,745,789.17 9.32% 1,471,037,804.88 11.25% -1.93%
Construction in progress 477,416,068.77 3.30% 199,463,338.80 1.53% 1.77%
无锡威孚高科技集团股份有限公司 2014 年年度报告全文2. Major changes of liability
In RMB
2014 2013 Notes of
Ratio
major
Amount Ratio in total assets Amount Ratio in total assets changes
changes
Short-term loans 415,000,000.00 2.86% 399,500,000.00 3.06% -0.20%
Long-term loans 60,000,000.00 0.41% 60,000,000.00 0.46% -0.05%3. Assets and liabilities measured by fair value√Applicable □Not applicable
In RMB
Changes of fair Accumulative
Amount at the Devaluation of Amount of Amount of
value changes of fair Amount in the
Items beginning withdrawing in purchase in sale in the
gains/losses in value reckoned end of period
period the period the period period
this period into equityFinancial assets3.Financial
assets available 385,009,400.00 22,598,950.00 143,056,900.00 411,596,400.00for salesAforementioned
385,009,400.00 22,598,950.00 143,056,900.00 411,596,400.00totalFinancial
0.00 0.00liabilitiesWhether the attribute of the company’s major assets measurement has a lot changes in the reporting□Yes √□ No4. Main overseas assets□ Applicable √ Not applicableV. Analysis on core competitivenessThe Company is a key enterprise of car (power engineering) kernel components in China, currently, the Companyand its controlling subsidairies owes a complete industrial chain of diesel fuel-injection system, exhaustafter-treatment system and air intake system, expanding production and actively carried out strategic layout,strengthen technical reserves and closely corresponding to the promotion of Nation IV emission standards, anobvious advantage in industry are come into being.1. Advanced technical advantage(1) Focus on technical research, an obvious technical advantage has already taken shape. The Company is the key
Hi-Tech enterprise of State’s Torch Program as well as in Jiangsu Province. Owns the scientific research base of―National Enterprise Technical Center‖, ―Workstation for Greaduate Students in Jiangsu Province‖
无锡威孚高科技集团股份有限公司 2014 年年度报告全文and―Industrialization Base of National Hi-Tech R&D Plan Achievement‖ with advantages of technologies. Inlatest three years, spending on R&D annually takes over 3 percent of the annual revenue from main business.R&D input mainly for improving the product’s quality, increasing variety and satisfying requriement of productsupgrading and updating. The Company, always insist on the general directive idea of technical innovation strategyas ―harmony footstone, innovation as a drive and strive to create a new prospect of scientific development of theCompany‖, unswervingly implemente the ―science and technology enterprise‖ as the development strategy. Inactual work, always make R&D of the three major segment products(oil-injection system, exhaust after-treatmentsystem and intake system) at top priority, formulated an effectual innovation mechanism, that is, on core platformof the innovation system as National Technology Center, under the way of scientific decision-making with R&Doriented, supplemented by an effectual inspirtiting talents system, talent cultivating mechanism and innovationinput mechanism, continues to put more investment by encouraging tenical innovation, consolidate hardwareconstruction in technology center with purpose of being top of the industry in technology innovation area.(2) Technical merit of the diesel fuel-injection system lies a leading position in domestic. The Company is thecorporate champion of fuel injection equipment for the diesel fuel-injection system in China, technical merit holdsthe leading position in the same industry with full range of samples of diesel fuel-injection system productspossess. Varietal range, production size, marke share occupation and economic benefits stands in the professional
leading position for consecutive years. The commonr rail pump, self-exploitated by the Company and jointlydeveloped by Bosch Company has now in quantity production in order to meet the needs in Chinese market. TheBosch Automobile Diesel, jointly operates by the Company and Bosch Company, is the leader of electroniccontrol diesel injection system in China. Bosch Automobile Diesel owns a world-class equipment and employees,has item-matching, demarcate and system development ability in field of diesel injection system as well as thecapacity to develop technology of common rail pressure fuel pump, the important components, and it capable ofprojects aiming at National IV and above emission standards. Menwhile, reducing fuel comsumption by optimizedthe system settings and functions in order to meet requirment of energy-saving and const-refucing for the clients.Products of electronic control diesel injection system under the name of Bosch Automobile Diesel has to be thefirst selection for clients in China.(3) The Company’s exhaust after-treatment system technology is strong. Core technology of the exhaustafter-treatment system has reached international level, technical advantages are based on the follow points: firstly,Weifi Enviornment, the subordinate enterprise of Weifu Leader, possess the core catalyst business for the systemof exhaust after-treatment, and mastering core techniques. Secondly, Weifu Leader has the technical skills ofsystem integrated supply to down stream customers. Thirdly, Weifu Leader have product line of SCR, DOC andPOC etc., and it can be capable of providing different products for different requirement from down streamcustomers.2. Product specifications complete, large-scale production(1) The Company possess full range of samples of diesel fuel-injection system products. And it is widely used fordiesel with various power, matching for all kinds of turcks, coach, engineering machinery, marine and genratingsets. Export to Americas, South-east Asia and middle east at the same time of domestic-supporting. Quantity and
无锡威孚高科技集团股份有限公司 2014 年年度报告全文variety for the main product lines are in a leading position in the same industry domestically. The Company is thebiggest core parts manufacturers of diesel oil-injection system in China.(2) The Company has a catalyst and after-treatment system poduction line in leading position in the country,producing after-treatment products of multiple lines of catalyst, purifier and muffler, including DOC, POC, SCRand SCR controlling system, and be able to meet the purification of pollutant as CO and HC, and requirement oflower emissions of PM and NOX, meet the emission standards of National IV.(3) The Company has two manufactguring base for supercharger, that is Weifu Leader and Weifu ITM. Wheeldiameter of the supercharger covers full range of 30mm-125mm, matched majority of the small cylinder diameterDiesel Engine Plant in the country and part of the diesel engine plants with 6 cylinders, meet requirements of L/HCV and part of the passenger car. At present, the Company has the vacuum relief valve control and drive-by-wirevariable section supercharger, TiAI supercharger, electric supercharger and ceramic ball bearing supercharger thatmeets emission standards of National IV and above, and part of the kinds as gasoline engine superchargerproducts.3. Customer stability, market maturity(1) For many years, the Company simutaneous develop with the diesel main engine plants in the country. Andmaintained good cooperative relations with such plants, the Company has a stable matching supply relationshipwith the clients.(2) In aspect of exhaust after-treatment system, clients of the Weifu Leader concentrate mainly on self-ownedbarnd auto manufactures. With constantly improving of recognized degree for Leader’s products, relevantproducts will gradually access to joint venture brand car market.(3) The air intake system products- supercharger, developed by the Company is match the domestic diesel engineplant in the country recently and with supply of material accomplished; gasoline supercharger is in process ofmatching to the customers.VI. Investment analysis1. Situation of foreign equity investment(1) Situation of foreign investment√Applicable □Not applicable
Situation of foreign investment
Investment in reporting period (RMB) Investment in same period of last year (RMB) Changes
103,169,578.60 24,981,687.00 312.98%
Situation of the invested company
Equity proportion in invested
Name Main business
company for Listed company
Shanghai Cheng Ding De Venture investment, industrial investment, venture investment 15.87%
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Tong Equity Fund Co., Ltd. management, investment management and investment consulting
Weifu Autocam Automobile parts 51.00%(2)Holding equity of financial enterprise√Applicable □Not applicable
Amount of Proportion
Amount of Proportion
stock-holdi of Book
stock-holdi of Gains and
Initial ng at the stock-holdi value at
ng at the stock-holdi loss in the Accountin
Name Type investment beginning ng at the the end of Source of
end of the ng at the reporting g subject
cost(RMB) of the beginning the period stock
period end of the (RMB)
period of the (RMB)
(Share) period
(Share) period
FinancialGuolian
Securities 12,000,000. 12,000,000 assets Subscripti
Securities 18,000,000 1.20% 18,000,000 1.20% 720,000.00
company 00 .00 available onCo., Ltd.
for salesNanjing
FinancialHengtai
Insurance 1,000,000.0 1,000,000. assets Subscripti
Insurance 1,000,000 1.85% 1,000,000 1.85%
company 0 00 available onand Broker
for salesCo., Ltd.
13,000,000. 13,000,000
Total 19,000,000 -- 19,000,000 -- 720,000.00 -- --
00 .00(3)Situation of securities investment√Applicable □Not applicable
Amount
Proportio
of Proporti
n of Amount of
stock-hol on of Book
Short stock-hol stock-holdi Gains and
Initial ding at stock-ho value at
Variety of Code of form of ding at ng at the loss in the Accounti Source of
investment the lding at the end of
securities securities securitie the end of the reporting ng subject stock
cost(RMB) beginning the end the period
s beginning period (RMB)
of the of the (RMB)
of the (Share)
period period
period
(Share)
Financial
199,208,00 23,680,00 260,006,4 1,397,120 assets Subscript
Stock SDEC 600841 2.72% 23,680,000 2.72%
0.00 0 00.00 .00 available ion
for sales
Financial
Miracle 69,331,500. 151,590,0 232,500.0 assets Subscript
Stock 002009 9,300,000 2.90% 9,300,000 2.90%
Logistics 00 00.00 0 available ion
for salesOther investment in securities
0 -- 0 -- -- --held at period-end
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
268,539,50 32,980,00 411,596,4 1,629,620
Total -- 32,980,000 -- -- --
0.00 0 00.00 .00
Disclosure date of securities 2012-03-24investment approval of Board
2013-06-04reportDisclosure date of securitiesinvestment approval of Boardreport(if applicable)(4) Statement of holding other listed companies’ equity√Applicable □Not applicableOn 24th March 2012, the Company approved participation in the subscription of SDEC non-public offering A share in 23rd Meeting of6th 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 thesubscription in 12 months, restricted period (2012-3-23-2013-3-22).SDEC implemented the plan of annual profit distribution andconverting 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.In May 2013, in line with the define authority in ―Decision-making System of Major Investment and Financial‖, being discussed bythe management and approved from the Chairman, the Company decide to subscribe 9.3 million private placement shares fromMiracle Logistics with RMB 7.455 per share, a 2.9 percent in total share capital of Miracle Logistics after placement. The Companycommitted no transfer after the subscription in 12 months, restricted period (4 June 2013 to 3 June 2014).at the end of the reportingperiod the Company held Miracle Logistics 9.3 million shares.2. Trust financing, investment of derivatives and entrustment loan(1) Trust financing√Applicable □Not applicable
In 10 thousand Yuan
Amount
Amount of reserve
of for
Whether Determin Actual
Related Amount principal devaluati
Name of related Start date End date ation Estimated gains/loss
relationsh Type of trust actual on of
trustee trade or of trust of trust method of income es in
ip financing taking withdrawi
not financing financing reward period
back in ng (if
period applicable
)
Floating
Bank rate,
financing, maximize
Bank, managem 2014-01- 2014-12- d
No No 345,380 342,690 15,177.03 15,815.65
trust ent plan, 01 31 annualize
trust d ate of
products return
agreed in
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
contract
Total 345,380 -- -- -- 342,690 15,177.03 15,815.65
All refers to the self-owned capital of the Company. The trust financing was
Capital resource cumulative amount; the actual capital for trust financing is RMB 2 billion at most, and
recyclable within the limit.Overdue un-received principal and
0accumulated earnings amount
Lawsuit involved (if applicable) N/ADisclosure date for approval from the
2014-04-15Board for trust financing (if applicable)Disclosure date for approval from board ofshareholders for trust financing (ifapplicable)(2) Investment of derivatives□ Applicable √ Not applicableThe Company has no derivatives investment in the Period(3) Entrustment loan□ Applicable √ Not applicableThe Company has no entrustment loan in the Period3. Application of raised proceeds√Applicable □Not applicable(1)Overall application of raised proceeds√Applicable □Not applicable
In 10 thousand yuan
Total raised proceeds 285,012.43
Total raised proceeds invested during the reporting period 67,675
Total accumulative raised proceeds invested 253,553.64
General application of raised proceedsOn 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 bynon-public offering. On 10 February 2012, Jiangsu Gongzheng issued capital verification report (SGW(2012)No.B006), stating thatas at 10 February 2012, Weifu High-tech has already issued 112,858,000 RMB common shares (A-share) and raised capitalproceeds of RMB2,866,028,910.00. after deduction of issuance expense of RMB15,904,657.07, the net raise proceeds wasRMB2,850,124,252.93. As at the end of the reporting period, raise proceeds of RMB 2,535,536,400 has been invested.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(2) Situation of committed project of raised proceeds√Applicable □Not applicable
In 10 thousand yuan
Amount of Investm
Predicted Project
Projects accumulate ent
changed Total Total serviceab Profit Reach the feasibility
Committed d program
or not committed investme Amount le achieved predicted wasinvestment projects
(includin investment nt after invested in investment till the
&investment of condition in this interest or changed
g of raised adjustme this year
raised fund till the year-end
changed capitals nt (1) date of year not hugely or
partially) year-end (3)=(2)/
project not
(2) (1)Investment project commitmentR&D of WAPS,industrialization,
productivity 2013-10-
No 62,032 62,032 30,515.93 51,337.25 82.76% No
expansion of diesel 31common rail systemparts
Construction project 2013-10-
No 57,750 57,750 33,287.86 50,145.95 86.83% No
in industrial zone 31
Industrialization of 2015-06-
Yes 26,000 26,000 3,871.21 22,840.01 87.85% No
tail treatment system 30
Research institution 100.00 2012-12-
No 5,154 5,154 5,154 No
project % 31Battery material of
2012-12-
engines and R&D of No 10,000 10,000 No
31battery
100.00 2012-06-
Equity acquisition No 34,381.5 34,381.5 34,381.5 4,615.16 No
% 30
Liquid assets 100.00
No 90,000 89,694.93 89,694.93 No
supplementation %Subtotal of
commitment -- 285,317.5 285,012.43 67,675 253,553.64 -- -- 4,615.16 -- --projectsInvestment orientation for fund arising out of plan
285,012.
Total -- 285,317.5 67,675 253,553.64 -- -- 4,615.16 -- --
43
Situation about not 1. WAPS research development and industrial diesel common rail system components capacity enhancement
coming up to project. Under the feasibility report of this project, the date for reaching the condition for intended use was onschemed progress or 31 October 2013. As of 31 December 2013, the accumulative investment amounted to RMB 513,372,500,
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
expected revenue representing investment progress of 82.76%. Reason for lag behind the progress included: (1)the raised
and the reason(In proceeds was not in place in time (the proceeds was expected to be in place in March 2011, while the actual
specific project) cash time was February 2012); (2) The project has WAPS system products involved, which was
self-developed by the Company without example, the products have completed after work of consistency and
reliability and come to Market-Einfuehrung stage; (3) components involved in the project with diesel
common rail system: currently, with the promotion of emission standards of National IV, common rail
products have complete cover the market of National IV, the common rail components matching the Bosch
diesel common rail products are in short supply, therefore, the Company rapid up the capacity improvement
for common rail parts at present.
2. Under the feasibility report of Construction of industry park project, the date for reaching the condition
for intended use was on 31 October 2013. As of the end of the reporting period, the accumulative investment
amounted to RMB 501,459,500, representing investment progress of 86.83%. Reason for lag behind the
progress included: (1) in 2012, the project not to start as scheduled due to the relocation of governmental
parcel; the project started in April 2013; (2) The relocation has been completed at the end of 2014 and the
project was in a good process recently.
3. 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 the end of the reporting
period, 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, and there was great uncertainty in
technology and policy, 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 Not applicablefeasibility of projectAmount, usage and Not applicableprogress of using forfund raising out ofthe plan
Change of Not applicableimplementationplace of investmentproject of raisedcapitals
Applicable
Occurred in previous yearAdjustment of
In consideration of the uncertainty of emission regulation promotion (Standard Three turns to Standard Four),implementation way
and the lands are in short supply at the mean time, the original investment plan of ― Industrialization of tailfor investment
treatment system‖ met no needs of the subsidiary Wuxi Weifu Leader Catalytic Converter Co., Ltd. ofproject of raised
implementing subject company in aspect of development. Therefore, part of the content in ―Industrializationcapitals
of tail treatment system‖ was changed by the Company. The abovementioned event has been deliberated and
approve by 9th meeting of 7th session of the Board held on 26 March 2013 and annual shareholders’ general
meeting of 2012 held on 23 May 2013 respectively, the ―Proposal of Changing the Investment Plan with
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Raised Proceeds‖ was published on Juchao Website dated 28 March 2013, found more details in Notice No.:
2013-007. The adjustment for the investment plan of ―Industrialization of tail treatment system‖ changes no
investment orientation of the raised proceeds, only the investment amount changed from RMB 260 million to
RMB 340 million, the adjusted part will supply with self-owned capital. The project expected to reach
serviceable condition after adjustment in June 2015. The changes for raised proceed this time has no influence
on the investment orientation and actual content of implementation without affect the implementation of
investment plan. The adjustment guarantees a normal utilization of raised proceeds and smoothly
implementation of projects of raised proceeds, and in line with the actual condition of the Company and
long-term development plan.
Applicable
According to the Verification Report of Fund-Raised Project Invested in Advance with Self-raised Funds of
WFHT (Su Gong W[2012] No. E1100) issued by Jiangsu Gongzheng Tianye Certified Public Accountants
Regulation of Co., Ltd. Up to 29 February 2012, the actual investment funding for fund-raised project invested in advance
implementation with self-raised funds amounting as 299.12 million Yuan, including 1. R&D of WAPS, industrialization,ways of investment productivity expansion of diesel common rail system parts: 180.05 million Yuan; 2. construction project inproject of raised industrial zone: 16.62 million Yuan; 3. industrialization of tail treatment system: 28.56 million Yuan; 4.
capitals research institution project: 51.54 million Yuan; 5. Equity acquisition project: 22.35 million Yuan. On 31
March 2012, the Proposal of Replacing the Working Capital Input to Projects by Raised Capital was
deliberated and approved by 2nd extraordinary meeting of 7th session of the Board, agreed to replacing the
working capital input to projects by raised capital with 299.12 million Yuan.
Invested in Not applicablepre-phases andreplacement forraised fund projectsTemporarilysupplement for thecurrent capitals withidle raised capitals
Usage and trend of Not applicableunused raisedcapitalsInvested in
On the storage and the usage of raised capitals, the company’s execution strictly based on related laws andpre-phases and
regulations and three-party supervision protocol of raised capitals (four-party supervision protocol of raisedreplacement for
capitals) in the reporting period.raised fund projectsIssues or otherconditions found in
Not applicableuse of fund raisedand disclosure
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(3)The changed project of raised proceeds□ Applicable √ Not applicableThe Company has no project of raised proceeds changed in the Period4. Main subsidiaries and stock-jointly companies√Applicable □Not applicableParticular about main subsidiaries and stock-jointly companies
In RMB
Main
Company Register Operating Operating
Type Industries products or Total assets Net Assets Net profit
name capital revenue profit
service
Weifu Fuel injection
Automobile 300,000,00 1,211,695,9 966,202,69 1,652,389,7 320,427,73 274,145,25
Automotive Subsidiary system
parts 0.00 67.68 4.00 98.70 9.10 2.40
Diesel productions
Post-processi
Weifu Automobile 502,596,30 1,948,654,4 1,087,753,7 1,684,437,6 179,660,72 163,423,60
Subsidiary ng system
Leader parts 0.00 16.23 88.40 72.19 0.31 6.65
productions
Fuel injection
Weifu Automobile 346,286,82 963,499,34 735,771,96 540,245,71 65,076,775. 63,351,827.
Subsidiary system
Jinning parts 5.80 1.37 0.72 3.87 48 17
productions
Bosch Fuel injection
Joint-stock Automobile USD241,00 8,394,329,2 6,335,018,1 9,809,093,9 2,239,897,9 1,846,063,4
Automobile system
company parts 0,000.00 00.00 88.00 36.00 55.00 93.00
Diesel productions
Zhonglian Joint-stock Automobile Petrol system 600,620,00 2,683,409,2 2,660,168,9 9,986,411.7 1,028,387,0 1,027,126,3
Electronic company parts productions 0.00 12.87 24.99 9 40.55 62.54Notes of main subsidiaries and stock-jointly companiesBenefit from the promotion of National IV emission standards, products of the National IV manufactured by theCompany is behind the requirement. the common rail pump and diesel after-treatment system products comes to anew point of growth by seizing the opportunity; operation revenue, operation profit and net profit of the WeifuDiesel and Weifu Leader for year of 2014 has been a sharp increase respectively over same period of last year;Benefit from the promotion of National IV emission standards, shares holding corporate Weifu Automotive Dieselgains a more increase of operation revenue, operation profit and net profit in 2014 over same period of last year;Impact by market demand, operation revenue, operation profit and net profit in 2014 for Weifu Jinning presentedthe great scope drops.Particular about subsidiaries obtained or disposed in report period√Applicable □Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Purpose of getting
Name of and treating Influence on overall
The way of getting and treating subsidiary in the reporting
company subsidiary in the product and performance
reporting
Cancel in February of the Period, the profit statement and cash
No operation for
Weifu Nano flow statement from period-begin to date of the cancelled No influence
long-term
included in consolidated statement for the Period
Cancel in April of the Period, the profit statement and cash flow
Adjustment of
Weifu Jialin statement from period-begin to date of the cancelled included in No influence
product structure
consolidated statement for the Period5. The significant progress of non-raised proceeds investment□ Applicable √ Not applicableThe Company had no significant progress of non-raised proceeds investment in the Period.VII. Prediction of business performance from January –March 2015Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or thewarning of its material change compared with the corresponding period of the last year and explanation on reason□ Applicable √ Not applicableVIII. Special purpose vehicle under the control of company□ Applicable √ Not applicableIX. Prospects on future developmentThe Company operates business in auto components industry, producing and selling fuel injection system product,auto post-processing system products and auto intake system products.(I)Industry Competition Structure and Growing TrendChina’s economy comes to a ―new normal‖, and is in an important phase of transition. With the implementation ofthe national development strategy as ―One Belt and One Road‖, ―Three Economic Zones‖ and ―Made in China2025‖, and encouraging creativity and strengthen on energy-saving and emission-reduction, bringing a newdevelopment opportunity to the industry of commercial vehicles. And efficiently promoting the technologystandards of kernel components of commercial vehicles, helped to the growth of National IV produtcs.(II)Operation plan for year of 2014The Company seized the market opportunity of regulations changed, practically promote industrial restructuring,exploiting new business growth, focus on improving the quality and benefit for economic gains, acehived a stabledevelopment for the enterprise and reinforing competitiveness constantly.1. Continuously promoting product strcture adjustment, accelerate building of system’s capacity. Three majorsystem’s overall integration ability is the key to competitiveness of kernel components, based on the integratedplanning, priority breakthrough, resources sharing to further strengthen resources integration and increase system
无锡威孚高科技集团股份有限公司 2014 年年度报告全文ability rapidly.2. Improved risk control system, intensify financial controls. Strictly pre-control the operation fund risks andcntroling expenses Completes the treatment of account receivable and product inventory arising from the switchof emission standards; around by two main lines of ―cost controlling flows‖ and ―capital controlling flows‖, putmore efforts on quality of the financial control; strengthen seriousness of the badget management, increasecontrolling points for the costs, total employee involvement of cost control, expenses control and improveefficiency; promoted the internal control and process mechanims buildings in every business divisions of theGroup, plug up loopholes and reduced various operation risks; reinforced the captial allocation, improvedmovement quality of the working capital.3. Improve movement quality, focus on continual improvement and established culture of Made -by-Weifu.Strengthen process control in quality management, the ability census of the systematic pushing equipement andimprovement, promote on-line monitor and application of the bad-proof instrument, firmly grasp the processchange management popularization and lean production, makes the lean production idea to be rooted toemployees, put them into effect, gradually building a culture of Made-by-Weifu center as quality, respct creativityand laboring.4. Carried out deepen and application of the ERP system5. Speed up the industrial distribution adjustment, promote basic consstrution6. Improve the talent development incentive standards, strengthen personnel control ability. Comprehensivelyupgrading the talent development and incentive quality for the Group, put more efforts on strategy core talentintroduction and cultivation ability, improved relevant supporting management system for the talent introduction;pushed employee management whoes invovled in the adjsutment of industgry layout in a steady way, continualupgrading production efficiency of the employees.(III)Development strategyPositively develop the fuel injection system products, after-treatment system products and engine intake system(supercharger) corrsponding to the national energy-saving and emission reduction standards, creating anddevelping a new pattern on that basis, Weifu reconstruction in 2020.(IV) Risk for year of 2014The macroeconomic environment in and out of China, automotive industry policy and execution of the NationalIV Emission Standards will makes a large impact on development of the Company.X. Explanation of the Board of Directors on the “Qualified Opinion” of the report made bythe CPAs□ Applicable √ Not applicableXI. Explanation on changes of accounting policy, accounting estimation and settlementmethod compared with the last year’s financial report√Applicable □Not applicableI. Changes of accounting policies
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(I)The reasons for the changes of accounting policies1. Minsitry of Finance released 7 regulations since 26 January 2014: three accounting standardsincreased, that is "Accounting Standards for Business Enterprises No. 39 - Fair Value Measurements ","Accounting Standards for Business Enterprises No. 40 - Joint Venture Arrangement" and "Accounting Standardsfor Business Enterprises No. 41 - Disclosure of Interests in Other Entities"; four standards are revised, including"Accounting Standards for Business Enterprises No. 2 - Long-term Equity Investments, "Accounting Standardsfor Business Enterprises No. 9 - Employee Remuneration‖, " Accounting Standards for Business Enterprises No.30 - Presentation of Financial Statements " and " Accounting Standards for Business Enterprises No. 33 -Consolidated Financial Statements ". and requires s implementing the accounting standards within the enterprisewho has the accounting standards executed since 1 July 2014.2. On June 20, 2014, the Ministry of Finance revised the "Accounting Standards for Business Enterprises No. 37 -Presentation of Financial Instruments", which requires the enterprises to present the financial instruments in thefinancial reports of 2014 and the subsequent periods in accordance with the requi rements of the accountingstandards.3. On July 23, 2014, the Ministry of Finance released the decision of revising ―Accounting Standards for BusinessEnterprises - Basic Standards", which requires the enterprises implementing the accounting standards to executesince the release date.(II) The accounting policies before change"Accounting Standards for Business Enterprises - Basic Standards", 38 specific accounting standards, accountingstandards application guide, accounting standards interpretations and other relevant provisions issued by theMinistry of Finance on February 15, 2006.(III) The accounting policies after changeAfter the changes, accounting standards of the Company refers to the 8 rules of Accounting Standards forBusiness Enterprises No.2, No. 9, No.30, No.33, No.37, No.39, No.40 and No.41 that released by Ministry ofFinance since 26 January 2014 and the Accounting Standards for Business Enterprises- Basic Norms revised dated23 July 2014. Relevant regulations and rules issued by Ministry of Finance on 15 Feburary 2006 are be used forthe parts without changed.II. The specific circumstances of the accounting policy change and the impact on the companyThe Company executed the 7 new or revised accounting standards except the Presentation of FinancialInstruments since 1 July 2014, and started executing the Presentation of Financial Instruments in preparing theannual financial report of 2014. And impart on items and amount of current and previous financial statements areas due to the adjustment for standards engagement:
Amount impact on relevant Amount impact on relevant
financial statement dated 31 financial statement dated 1
Standards after revisi Name of item involved
December 2013/ for year of January 2013/ for year of 2013
2013 (Increase +/decrease -) (Increase +/decrease -)―Accounting Standard for
Long-term equity investment -102,940,000.00 -102,940,000.00Business Enterprises No. 2 –Long-Term Equity Investment‖
Financial assets available for sale 102,940,000.00 102,940,000.00
―Accounting Standard for Employee Benefits -122,586,433.61 -132,424,637.05
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Business Enterprises No. 9 –
Long-term remuneration payables 122,586,433.61 132,424,637.05Employee Benefits‖
―Accounting Standard for Other non-current liability -195,506,040.61 -133,879,108.31Business Enterprises No. 30 –Presentation of Financial
Deferred income 195,506,040.61 133,879,108.31Statements‖
―Accounting Standard for
Capital surplus -98,999,415.00 -56,509,360.00Business Enterprises No. 30 –
Presentation of Financial
Other comprehensive income 98,999,415.00 56,509,360.00Statements‖Change of the accounting policy shows no impact on the total asstes, total liabilities and net assets end as 2013and 2012 as well as the net profit of 2013 and 2012, except for the listing of items of financial statements.XII. Particular about major accounting errors correction that needs retroactive re-statementin reporting period□ Applicable √ Not applicableNo particular about major accounting errors correction that needs retroactive re-statement for the Company in the reporting.XIII. Compare with last year’s financial report; explain changes in consolidation statement’sscope√Applicable □Not applicable(1) Weifu Nano cancel in February of the Period, the profit statement and cash flow statement from period-begin to date of thecancelled included in consolidated statement for the Period;(2) Weifu Jialin cancel in April of the Period, the profit statement and cash flow statement from period-begin to date of the cancelledincluded in consolidated statement for the PeriodXIV. Profit and dividend distributionFormulation, Implementation and Adjustment of Profit Distribution Policy Especially Cash Dividend policy during the ReportingPeriod√Applicable □Not applicableThe bonus scheme of the Company was formulated strictly in line with relevant regulation of Article of Association.The Company attached great importance to a reasonable return to investors. In 2012, in accordance with the―Notice on Further Implementation of Relevant Matters of Cash Dividend for Listed Company‖ from CSRC and―Notice on Further Implementation of Relevant Requirement of Cash Dividend for Listed Company‖ fromJiangsu Securities Regulatory Bureau, and according to actual circumstance of the Company, amendment of partof the clause of ―Article of Association‖ was deliberated and approved in 2 nd extraordinary general meeting of2012 held dated 27 August 2012. (Found more in ―Resolution Notice of 2nd extraordinary general meeting of2012‖ released on Juchao Website dated 28 August 2012). During the reporting period, profit distribution plan ofthe Company is strictly in line with the regulations of cash dividend policy regulated in ―Article of Association‖,fully listened to the opinions from the independent directors and minority investors safeguarded the lawful interestof minority shareholders.The profit distribution plan for 2014: based on the new total share capital of 1,020,200,992 shares, distribute cashdividend of RMB 4.00 (tax included) for every 10 shares, and no capitalization of capital reserve.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Special explanation on cash dividend policy
Satisfy regulations of General Meeting or requirement of Article of Association (Y/N): Y
Well-defined and clearly dividend standards and proportion (Y/N): Y
Completed relevant decision-making process and mechanism (Y/N): Y
Independent directors perform duties completely and play a proper role (Y/N): YMinority shareholders have opportunity to express opinions and demands totally and their legal rights are fully
Yprotected (Y/N):Condition and procedures are compliance and transparent while the cash bonus policy adjusted or changed
Not applicable(Y/N):The profit distribution plan and capitalization of capital reserve plan of the Company for the last three years (reporting periodincluded)The profit distribution plan for 2012: based on the total share capital of 680,133,995 shares as at the end of 2012,distribute cash dividend of RMB3.00 (tax included) for every 10 shares, 5 shares bonus issued (tax included) andno capitalization of capital reserve. The plan has been implemented completely in July 2013.The profit distribution plan for 2013: based on the total share capital of 1,020,200,992 shares as at the end of 2013,distribute cash dividend of RMB3.00 (tax included) for every 10 shares, and no capitalization of capital reserve.The profit distribution plan for 2014: based on the new total share capital of 1,020,200,992 shares, distribute cashdividend of RMB 4.00 (tax included) for every 10 shares, and no capitalization of capital reserve.Cash dividend in latest three years
In RMB
Proportion of
Amount
Net profit attributable to Ratio in net profit attributable to the amount
reckoned into
Year for Amount for cash shareholders of listed shareholders of listed company reckoned into
bonus shares bonus (tax included) company in consolidation contained in consolidation cash bonus
cash bonus
statement for bonus year statement from cash
from cash
repurchase
repurchase
2014 408,080,396.80 1,539,439,686.81 26.51% 0.00 0.00%
2013 306,060,297.60 1,108,221,450.83 27.62% 0.00 0.00%
2012 204,040,198.50 889,326,939.46 22.94% 0.00 0.00%The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividendproposed□ Applicable √ Not applicableXV. Profit distribution plan and capitalizing of common reserves plan for the Period√Applicable □Not applicable
Bonus shares for every 10-share (Share) 0
Dividends for every 10-share (RMB) (Tax included) 4.00
Shares added for every 10-share base (Share) 0
Equity base of distribution plan (Share) 1,020,200,992
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Total cash dividend(RMB) (Tax included) 408,080,396.80
Distributable profits (RMB) 3,908,431,926.63
Ratio of cash dividend in total profit distribution 100.00%
Cash dividend policy:Other
Detail explanation on profit distribution or capitalization from capital public reservePursuit to the Standard Unqualified Auditor’s Report for year of 2014 issued by Jiangsu Gongzheng, the profit available fordistribution of the parent company for year of 2014 are as: retained profit at beginning of the 2014 was RMB 3,013,207,200, plusnet profit of the parent company for year of 2014 RMB 1,277,776,800, less the legal surplus withdrawal in the year RMB76491800, and deducted cash bonus distributed for year of 2013 RMB 306,060,300, the retained profit for end of the 2014amounting to RMB 3,908,431,900. Profit distribution plan for year of 2014: on base of the total 1020,200,992 shares at end of2014, distributed 4.00 Yuan (tax included) in cash for each 10 shares, no transfer of reserve to common shares. The remainingretained profit carried forward to next year. Profits allocate for year of 2014 amounting to RMB 408,080,400.XVI. Social responsibility√Applicable □Not applicableMore details of the company ―social responsibility report 2014‖ could be found in Juchao Website, the identifiable informationdisclosure website by Shenzhen Stock Exchange. (www.cninfo.com.cn)The listed company and subsidiaries is in the range of heavy pollution industry that regulated by State environment protectiondepartments
□Yes √ No □Not applicableThe listed company and subsidiaries owes other major social safety issues
□Yes √ No □Not applicableAdministrative penalty occurred in reporting period
□Yes √ No □Not applicableXVII.In the report period, reception of research, communication and interview√Applicable □Not applicable
Contents discussed and
Time Place Way Type Reception
material provided
Eighteen people of CITIC Securities,
Fullgoal Fund, HuaAn Funds, Penghua Fund,
Korea Investment, Mirae Assets, Tokyo
Communicated with the
Office of the Spot Haishang Assets Company, Rubowai
2014-03-04 Institution Company with their
Board research Investment Company, Cephei capital,
concern
Goldstate Securities, CIFM, Zhizhu
Investment, BOC Asset Management,
Huatai-Pinebridge Fund etc.
Scene of the Spot Basic condition of the
2014-06-20 Institution Institution
shareholders’ research Company, implementation
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
general meeting of Standard IV and views
on market in 2014
The Company answered the
questions of 380 for
investors online through the2014-01-12- Office of the
Other Individual Public investor investor relations
31 Board
interactive
platform(http://irm.p5w.net/
dqhd/sichuan/)
Basic condition of the
Company, implementation
Telephone of Standard IV and views2014-01-12- Office of the
communicat Individual Public investor/ Institution on market in 2014,
31 Board
ion telephone communication
with investors more than
500.
Reception (times) 938
Number of hospitality 98
Number of individual reception 783
Number of other reception 57Disclosed, released or let out major undisclosed
Noinformation
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section V. Important EventsI. Significant lawsuits and arbitrations of the Company□ Applicable √ Not applicableNo lawsuit or arbitration of the company in the annual.II. Questioned from media□ Applicable √ Not applicableNo media questioned for the Company in reporting periodIII. Non-operational fund occupation of the listed company from controlling shareholder andits related parties□ Applicable √ Not applicableNo non-operational fund occupation from controlling shareholders and its related party in period.IV. Bankruptcy reorganization
□ Applicable √ Not applicableNo bankruptcy reorganization for the Company in reporting periodV.Trade of assets1. Purchase of assets□ Applicable √ Not applicableNo purchase of assets for the Company in reporting period2. Assets sold□ Applicable √ Not applicableNo assets sold for the Company in reporting period3. Enterprise merger
□ Applicable √ Not applicableNo enterprise merger for the Company in reporting periodVI. Implementation of the company’s equity incentive and the effects□ Applicable √ Not applicableNo equity incentive plan formulated and implemented by the Company.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文VII. Significant related transaction1. Related transaction connected to routine operations√Applicable □Not applicable
Related Proportio Related
Similar
Related Related transaction n in the
Related Related Related transactio trading
transactio transacti Pricing amount (in amount of Date of Index of
transactio relationshi transacti n market
n on principal 10 the same disclosure disclosure
n parties p on price price
type content thousand transactio settlement
mode available
Yuan) n
Weifu 2014-04- ‖Predictio
Procurem
Precision 15 n of Daily
ent of Procure Accordin
Machiner Associated Market Related
goods or ment of 4,631.47 1.13% g to the
y company price Transacti
labor goods contract
Manufact on for
service
uring year of
2014‖
Associated
and
company, Procurem
―Resoluti
Bosch controlling ent of Procure Accordin
Market on Notice
Diesel subsidiary goods or ment of 21,276.48 5.21% g to the
price of Annual
System of German labor goods contract
Sharehold
Bosch service
ers
Company
General
Procurem Meeting
Weifu Joint
Environm venture of
ent of Procure
Market
Accordin of 2013‖
goods or ment of 76,466.81 18.71% g to the published
ent Weifu price
labor goods contract on Juchao
Protection Leader
service Website
Second Procurem
largest ent of Procure Accordin
German Market
shareholde goods or ment of 11,165.62 2.73% g to the
Bosch price
r of the labor goods contract
Company serviceWeifuPrecision
Sales of Accordin
Machiner Associated Sales of Market
spare 1,704.08 0.27% g to the
y company goods price
parts contractManufacturing
Associated
company,
Bosch controlling Sales of Accordin
Sales of Market
Diesel subsidiary spare 144,248.08 22.70% g to the
goods price
System of German parts contract
Bosch
Company
Weifu Joint
Sales of Accordin
Environm venture of Sales of Market
raw 2,111.22 0.33% g to the
ent Weifu goods price
material contract
Protection Leader
Second
largest Sales of Accordin
German Sales of Market
shareholde spare 862.39 0.14% g to the
Bosch goods price
r of the parts contract
Company
Large Lease
Wuxi Accordin
shareholde for land
Industry Other 320 g to the
r of the use
Group contract
Company rights
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
payable
Associated Labor
company, service
Bosch controlling and Accordin
Diesel subsidiary Other technolo 374.86 g to the
System of German gy contract
Bosch service
Company payable
Associated
company,
Technol
Bosch controlling Accordin
ogy
Diesel subsidiary Other 770.83 g to the
service
System of German contract
payable
Bosch
Company
Weifu Joint
Rental Accordin
Environm venture of
Other receivab 216.66 g to the
ent Weifu
le contract
Protection Leader
Associated
company,
Bosch controlling Purchase Accordin
Diesel subsidiary Other of fixed 2,520.87 g to the
System of German assets contract
Bosch
Company
Weifu Joint
Sales of Accordin
Environm venture of
Other fixed 546.24 g to the
ent Weifu
assets contract
Protection Leader
Total -- -- 267,215.61 -- -- -- -- --Detail of sales return with major amount
Not applicableinvolved
The above mentioned related transactions are the necessary trading which closelyNecessity and sustainable of related
concerned with daily operation of the Company, Board of the Company guarantee thetransaction as well as reasons of related
above mentioned exercising in a fair value pricing and reasonable payment/receivetransaction with related parties(not with
condition from point of protecting interest of investors, no interest of the listedother marketing dealers)
company injured.Influence on independence of listed
Shows no influence on independence of the Companycompany from related transactionDependence on related parties from theCompany, as well as related measurements Not applicable(if applicable)
Report the actual implementation of the The total amount from daily related transaction in reporting period still in the predicted
normal related transactions which were amount that approved in Annual Shareholders’ General Meeting of 2013, the predicted
projected about their total amount by types amount of daily related transactions for year of 2014 at year-begin amounting as RMB
during the reporting period (if applicable) 2,941,200,000 in total.Reasons for major differences between
trading price and market reference price (if Not applicableapplicable)2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicableNo related transactions by assets acquisition and sold for the Company in reporting period3. Main related transactions of mutual investment outside
□ Applicable √ Not applicableNo main related transactions of mutual investment outside for the Company in reporting period4. Contact of related credit and debt
无锡威孚高科技集团股份有限公司 2014 年年度报告全文□ Applicable √ Not applicableNo contact of related credit and debt for the Company in reporting period5. Other related transactions□ Applicable √ Not applicableNo other related transactions for the Company in reporting period.VIII. Major contract and implantation1. Trusteeship, contract and leasing(1) Trusteeship
□ Applicable √ Not applicableNo trusteeship for the Company in reporting period(2) Contract
□ Applicable √ Not applicableNo contract for the Company in reporting period(3) Leasing
□ Applicable √ Not applicableNo leasing for the Company in reporting period2. Guarantees√Applicable □Not applicable
In 10 thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)
Related Actual date of
Complete Guarante
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen e for
ent (Date of
Company guaranteed limit guarantee limit type term tation or related
disclosure signing
not party
date agreement)
Guarantee of the Company for the subsidiaries
Related Actual date of
Complete Guarante
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen e for
ent (Date of
Company guaranteed limit guarantee limit type term tation or related
disclosure signing
not party
date agreement)Ningbo Tianli
Joint liability
Turbocharging 2014-01-17 6,000 2013-12-24 6,000 3 years No No
guarantyTechnology Co., Ltd.
Total amount of actualTotal amount of approving
occurred guarantee for
guarantee for subsidiaries in 29,000 6,000
subsidiaries in report periodreport period (B1)
(B2)
Total balance of actualTotal amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 29,000 6,000
the end of reporting periodend of reporting period (B3)
(B4)Total amount of guarantee of the Company( total of two abovementioned guarantee)
Total amount of approving Total amount of actual
29,000 6,000
guarantee in report period occurred guarantee in report
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
(A1+B1) period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 29,000 guarantee at the end of report 6,000
period (A3+B3) period (A4+B4)The proportion of the total amount of actually guarantee in the
0.55%net assets of the Company (that is A4+ B4)Including:Amount of guarantee for shareholders, actual controller and its
0related parties(C)The debts guarantee amount provided for the guaranteed parties
0whose assets-liability ratio exceed 70% directly or indirectly(D)Proportion of total amount of guarantee in net assets of the
0Company exceed 50%(E)
Total amount of the aforesaid three guarantees(C+D+E) 0Explanations on possibly bearing joint and several liquidating
Not applicableresponsibilities for undue guarantees (if applicable)Explanations on external guarantee against regulated
Not applicableprocedures (if applicable)Explanation on guarantee with composite way(1) Guarantee outside against the regulation□ Applicable √ Not applicableNo guarantee outside against the regulation in Period3. Other material contracts
□ Applicable √ Not applicableNo other material contracts for the Company in reporting period4. Other material transaction
□ Applicable √ Not applicableNo other material transactions for the Company in reporting periodIX. Implementation of commitments1. Commitments from the Company or shareholders (with over 5% shares held) occurred in reportingperiod or occurred in previous period but continued to this period√Applicable □Not applicable
Commitment Dated for Commitm
Commitments Contents Implementation
party commitment ent term
In order to promote the listed In order to fully mobilize the enthusiasm
company’s steady and healthy of senior executives, perfected and
development, fully mobilize improved the Company’s incentive and
senior executives so as to restraint mechanism, largest
ensure to combine the shareholder-Industry Group, proposed that
interests of the governance established incentive fund in WFHT and
Wuxi Industry and shareholders of the formulated specific implementation
Share Merger Development Company, Weifu Industry measures instead of the management
2006-04-05
Reform Group Co., Group committed: after Weifu equity incentive plan, carried out mid and
Ltd. High-tech finishing Share long-term incentive with purpose of
Merger Reform, under related promoting the health and stable
regulations of the state and development of WFHT for the core talents,
Wuxi government in terms of management included. The ―Unfulfilled
governance encouragement Commitment of Share Merger Reform
system of listed company, the Made by Majority Shareholder and
Group would the stock Proposal of Changing the Management
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
incentive plan for Incentive Mechanism Plan of WFHT‖ and
management level of Weifu ―Implementation Method of Incentive
High-tech. Fund‖ were deliberated and approved by
AGM of 2013 held on 20 June 2014.
Commitments fulfilled.Commitmentsin report ofacquisition orequity changeCommitmentsin assetsreorganization
The privately offering of the
Company totally issue
112,858,000 A-shares to
Wuxi Industry
substantial shareholder WuxiCommitments Development
Industry Group and foreign
in initial Group Co.,
strategy investor ROBERT
public Ltd. and Implementing
BOSCH GMBH. The aboveoffering or ROBERT
said shares are listed forrefinancing BOSCH
trading in Shenzhen Stock
GMBH
Exchange since 29 February
2012 with 36-month
restrictionothercommitmentsto minorityshareholdersof theCompanyCompleted on
Yestime or notDetail reasonsforun-compleme
Not-applicablent and furtherplan(ifapplicable)2. Concerning assts or project of the Company, which has profit forecast, and reporting period still inforecasting period, explain reasons of reaching the original profit forecast□ Applicable √ Not applicableX. Appointment and non-reappointment (dismissal) of CPAAccounting firm appointed
Name of domestic accounting firm Jiangsu Gongzheng Tianye CPA Co., Ltd. (LLP)
Remuneration for domestic accounting firm (in 10 thousand Yuan) 142
Continuous life of auditing service for foreign accounting firm 23
Name of domestic CPA Zhang Caibin, Zhu YouminWhether re-appointed accounting firms in this period or not□Yes √□ NoAppointment of internal control auditing accounting firm, financial consultant or sponsor
无锡威孚高科技集团股份有限公司 2014 年年度报告全文√Applicable □Not applicableBeing deliberated in Annual Shareholders General Meeting of 2013, Jiangsu Gongzheng was appointed as auditaccounting firm for internal control of the Company for year of 201 4. In the Period, auditing charge for internal controlamounting to accounting firms as RMB 160,000.XI. Explanation from Supervisory Committee and Independent Directors (if applicable) for“Qualified Opinion” from the CPA□ Applicable √ Not applicableXII. Penalty and rectification□ Applicable √ Not applicableNo penalty and rectification for the Company in reporting period.XIII. Suspension and delisting after disclosure of annual report□ Applicable √ Not applicableXIV. Other material events□ Applicable √ Not applicableThe Company had no other material event in the Period.XV. Significant events of the subsidiaries□ Applicable √ Not applicableXVI. Corporate bond offering□ Applicable √ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section VI. Changes in Shares and Particulars about ShareholdersI. Changes in Shares1. Changes in Shares
In shares
Before the Change Increase/Decrease in the Change (+, -) After the Change
New Capitalizatio
Bonus Proport
Amount Proportion shares n of public Others Subtotal Amount
shares ion
issued reserve
I. Restricted shares 234,279,323 22.96% -64,941,598 -64,941,598 169,337,725 16.60%
1. State holding 02. State-owned
118,967,998 11.66% -64,941,598 -64,941,598 54,026,400 5.30%
corporate shares3. Other domestic
50,725 0.01% 50,725 0.01%sharesIncluding: domestic
0 0corporate sharesDomestic nature
50,725 0.01% 50,725 0.01%person shares
4. Foreign shares 115,260,600 11.30% 115,260,600 11.30%Including: Foreign
115,260,600 11.30% 115,260,600 11.30%corporate sharesForeign nature person
0 0shares
II. Unrestricted shares 785,921,669 77.04% 64,941,598 64,941,598 850,863,267 83.40%1. RMB Ordinary
613,541,669 60.14% 64,941,598 64,941,598 678,483,267 66.51%shares2. Domestically listed
172,380,000 16.90% 172,380,000 16.90%foreign shares3. Foreign listed
0 0foreign shares
4. Other 0 0
100.00
III. Total shares 1,020,200,992 100.00% 1,020,200,992
%Reasons for share changed□ Applicable √ Not applicableApproval of share changed□ Applicable √ Not applicableOwnership transfer of share changed
无锡威孚高科技集团股份有限公司 2014 年年度报告全文□ Applicable √ Not applicableInfluence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to commonshareholders of Company in latest year and period□ Applicable √ Not applicableOther information necessary to disclose for the Company or need to disclosed under requirement from security regulators□ Applicable √ Not applicable2. Changes of restricted shares√Applicable □Not applicable
In shares
Shares Restricted Shares
Opening shares Ending shares Restricted
Shareholders released in Increased In the Date for released
restricted restricted reasons
Period PeriodWuxi Industry
Commitment
Development 118,967,998 64,941,598 54,026,400 2014-7-29
of share reformGroup Co., Ltd
Total 118,967,998 64,941,598 0 54,026,400 -- --II. Security offering and listing1. Previous security offering in latest three years at period-end√Applicable □Not applicable
Numbers
Stock/derivative Offering price (or Circulation End of trading
Offering date Listing date approved for
securities interest rate) number date
tradingCommon stock
Privately offering 2012-02-07 25.395 112,858,000 2012-02-29 112,858,000Convertible corporate bond, separable-traded convertible bond and corporate bondsWarrantExplanation on security offering in previous three yearsOn 21 January 2012, being approved by CSRC ―Approval of Reply on Privately Offering of WEIFUHIGH-TECHNOLOGY GROUP CO.,LTD‖ (ZJXK [2012] No.109), the Company offering no more than112,858,000 new shares in total.The privately offering of the Company totally issue 112,858,000 shares to two objects with offering price of25.395 Yuan per share for 2866.0289 million Yuan collected. The above said shares are listed for trading inShenzhen Stock Exchange since 29 February 2012 with 36-month restriction; listing date predicted as 1 March2015.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文2. Explanation on changes of total shares and shareholders structure as well as changes of structure ofassets and liability□ Applicable √ Not applicable3. Existing internal staff shares□ Applicable √ Not applicableIII. Particulars about shareholder and actual controller of the Company1. Amount of shareholders of the Company and particulars about shares holding
In shares
Total common
Total preference shareholders
Total common shareholders at end of
with voting rights recovered at
shareholders in 39,507 the 5th trading day 45085 0
end of reporting period (if
reporting period-end before annual report
applicable) (found in note8)
disclosed
Particulars about shares held above 5% by shareholders or top 10 shareholding
Proportio Total Number of share
Changes Amount of Amount of
Full name of Nature of n of shareholders at pledged/frozen
in report restrict shares un-restrict
Shareholders shareholder shares the end of report State of
period held shares held Amount
held period shareWUXI INDUSTRY
State-owned
DEVELOPMENT 20.00% 204,059,398 54,026,400 150,032,998
legal personCROUP CO., LTD.ROBERT BOSCH Foreign legal
14.00% 142,841,400 115,260,600 27,580,800
GMBH personChina ConstructionBank-Fullgoal
Domestic
Tianbo Innovation 1.73% 17,600,000 17,600,000
non-state-owne
Theme Stock d legal personSecuritiesInvestment FundCCB-Bosera Theme Domestic
Industry Stock non-state-owne 1.67% 17,000,000 17,000,000Investment Fund d legal person
National Social Domestic
Security Fund-103 non-state-owne 1.51% 15,354,520 15,354,520
portfolio d legal personBBH BOS S/A
Foreign legal
FIDELITY FD - 1.43% 14,551,379 14,551,379
personCHINA FOCUS FDNCI—Bonus—Indi Domestic
vidual Bonus non-state-owne 1.21% 12,339,394 12,339,394-018L-FH002 Shen d legal person
National Social Domestic
Security Fund-106 non-state-owne 1.10% 11,240,075 11,240,075
portfolio d legal personBOCOM—Fullgoal
DomesticTianyi Value
non-state-owne 0.91% 9,263,442 9,263,442Security Investment
d legal personFund
ICBC- Jinshun Domestic
Greatwall Selected non-state-owne 0.69% 6,999,974 6,999,974
Blue-Chip Stock d legal person
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Investment Fund
Among the top ten shareholders, the Company knew there has no associated relationship
between Wuxi Industry Development Croup Co., Ltd., the first largest shareholder of the
Explanation on associated Company, and other shareholders; and they do not belong to the consistent actionist
relationship among the aforesaid regulated by the Management Measure of Information Disclosure on Change of
shareholders Shareholding for Listed Company. Fullgoal Tianbo Innovation Theme Stock Securities
Investment Fund and Fullgoal Tianyi Value Security 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 period-end Type Amount
WUXI INDUSTRY DEVELOPMENT CROUP CO., LTD. 150,032,998 RMB common shares
Domestically foreign
ROBERT BOSCH GMBH 27,580,800
sharesChina Construction Bank-Fullgoal Tianbo Innovation Theme
17,600,000 RMB common sharesStock Securities Investment Fund
CCB-Bosera Theme Industry Stock Investment Fund 17,000,000 RMB common shares
National Social Security Fund-103 portfolio 15,354,520 RMB common shares
Domestically foreign
BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 14,551,379
shares
NCI—Bonus—Individual Bonus -018L-FH002 Shen 12,339,394 RMB common shares
National Social Security Fund-106 portfolio 11,240,075 RMB common shares
BOCOM—Fullgoal Tianyi Value Security Investment Fund 9,263,442 RMB common sharesICBC- Jinshun Greatwall Selected Blue-Chip Stock Investment
6,999,974 RMB common sharesFund
Among the top ten shareholders, the Company knew there has no
associated relationship between Wuxi Industry Development
Croup Co., Ltd., the first largest shareholder of the Company, andExpiation on associated relationship or consistent actors within other shareholders; and they do not belong to the consistentthe top 10 un-restrict shareholders and between top 10 actionist regulated by the Management Measure of Information
un-restrict shareholders and top 10 shareholders Disclosure on Change of Shareholding for Listed Company.
Fullgoal Tianbo Innovation Theme Stock Securities Investment
Fund and Fullgoal Tianyi Value Security Investment Fund shares
same fund manager –Fullgoal Fund Management Co., Ltd.Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreementdealing in reporting period□ Yes √ NoThe top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-backagreement dealing in reporting period.2. Controlling shareholder of the CompanyCorporation
Legal
Controlling Date Organization Register
rep./person in Main business
shareholder established code capital
charge of unit
Authorizing the state-owned assets operation
within a certain areas, investment managementWuxi Industry
364937.924 of significant project, investment and
Development Group Jiang Guoxiong 1995-10-05 13600265-4
146 development of manufacturing and services andCo., Ltd.
venture capital in high-tech achievement, entrust
enterprise and management
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Industry Development Group will use capital as the linkage, industrial-based, and keep a firm grasp on the
venture capital and industrial integration, focused on the target of ―creating the investment and financing
platform for the industry growth, enhancing industry’s leading function, strengthen services for the
technology industry and reinforcing the operation function for industry capital‖, made great efforts toFuture development promote the construction in five aspects, constructed the Industry Group as a comprehensive state-owned
strategy holding corporation ultimately, which shows major influence and driving force of the economic
development in Wuxi and presents power in key fields also. Firstly, development and construction of the
major industry projects; secondly, construction of the science and technology industry service mechanism,
third, the building of industry capital operation function; fourthly, construction of the investment and
financing platform for industries and fifthly, the enterprise culture building.Operation result,
financial status, cash The Company’s operating is in good conditionflow etc.Equity of otherdomestic/foreignlisted company withshare controlling and Substantial shareholder of the Company—Industry Group is the controlling shareholder of Wuxi Taijishare participation by Industry Co., Ltd. (stock code: 600667)controllingshareholder inreporting periodChanges of controlling shareholder in reporting period
□ Applicable √ Not applicableNo changes of controlling shareholder for the Company in reporting period.3. Actual controller of the CompanyCorporation
Legal rep./person in Date Organizatio Register Main
Actual controller
charge of unit established n code capital businessState-owned Assets Supervision & AdministrationCommission of Wuxi Municipality of Jiangsu Province
Future development strategy Not applicable
Operation results, financial status and cash flow etc. Not applicableEquity of other foreign/domestic listed company that
Not applicablecontrolled by actual controller in reporting periodChanges of actual controllers reporting period
□ Applicable √ Not applicableNo changes of actual controllers for the Company in reporting period.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.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Actual controller controlling the Company by entrust or other assets management□ Applicable √ Not applicable4. Particulars about other legal person shareholders with over 10% shares held√Applicable □Not applicable
Corporate Legal rep./person Date Organization Register
Main business or management activity
shareholders in charge of unit established code capital
Development, manufacture and sales of automotive
equipment and engine equipment; engaged in
electro-technical, electronic technology, machinery
ROBERT manufacturing and optical system as well as produce
Heiko Carrie、 EUR 1,200
BOSCH 1886-11-15 iron, metal and plastic products and similar
Bettina Holzwarth million
GMBH commodity. The company engaged in vary trading
business concerned with its business scope and
established relevant company concerned with its
business scopeIV. Share holding increasing plan proposed or implemented in reporting period fromshareholder of the Company and its concerted action person
□ Applicable √ Not applicableAs far as the Company known, there are no shareholders of the Company and their concerted action people propose or implementoverweight in the Period.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicableThe Company had no preferred stock in the reporting.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section VIII. Particulars about Directors, Supervisors and Senior
Executives and EmployeesI. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares Shares
Start dated End date shares held shares held
Working held at held at
Title Sex Age of office of office in this in this
Name status period-beg period-end
term term period period
in (Share) (Share)
(Share) (Share)
Chen Currently in 2012-03-0 2015-03-0
Chairman M 47 4,753 4,753
Xuejun office 7 7
Wang Vice Chairman & Currently in 2012-03-0 2015-03-0
M 48 781 781
Xiaodong GM office 7 7
Rudolf Currently in 2012-03-0 2015-03-0
Vice Chairman M 57
Maier office 7 7
Ge Currently in 2012-03-0 2015-03-0
Director M 60 38,202 38,202
Songping office 7 7
Hua Currently in 2012-03-0 2015-03-0
Director F 50
Wanrong office 7 7
Chen Currently in 2012-03-0 2015-03-0
Director M 53
Yudong office 7 7
Director, Deputy
General Manager Currently in 2012-03-0 2015-03-0
Ou Jianbin M 48
and financing office 7 7
Charger
Independent Currently in 2012-03-0 2015-03-0
Du Fangci M 70
Director office 7 7
Independent Currently in 2012-03-0 2015-03-0
Yu Xiaoli F 51
Director office 7 7
Independent Currently in 2012-03-0 2015-03-0
Xing Min M 60
Director office 7 7
Zhang Independent Currently in 2012-03-0 2015-03-0
M 50
Hongfa Director office 7 7
Chairman of the
Shi Currently in 2012-03-0 2015-03-0
Supervisory M 52 2,673 2,673
Xingyuan office 7 7
Committee
Gao Currently in 2012-03-0 2015-03-0
Supervisor M 60 15,445 15,445
Guoyuan office 7 7
Currently in 2012-03-0 2015-03-0
Liu Jinjun Supervisor M 39
office 7 7
Miu Currently in 2012-03-0 2015-03-0
Deputy GM M 51
Yuming office 7 7
Wang Currently in 2012-03-0 2015-03-0
Deputy GM M 59
Yawei office 7 7
Xu Currently in 2012-03-0 2015-03-0
Deputy GM M 43 3,000 3,000
Yunfeng office 7 7
Zhou Currently in 2012-03-0 2015-03-0
Secretary of Board M 51 3,565 3,565
Weixing office 7 7
Total -- -- -- -- -- -- 68,419 0 0 68,419
无锡威孚高科技集团股份有限公司 2014 年年度报告全文II. Post-holdingMajor working experience of directors, supervisors and senior executive at the present in latest five yearsMr. Chen Xuejun, born in May 1967, a university background and a senior economist. He worked for theCompany in July of 1986. He has served as chairman of 4th and 5th Session of supervisory committee, deputychairman of 6th Session of the Board and General Manager of the Company. Now he serves as Director of Boardof Industry Group, substantial shareholder of the Company and also is the Chairman of 7 th session of the Boardand secretary of Party Committee.Mr. Wang Xiaodong, born in November 1966, a university graduate, MBA and senior engineer. He worked in theCompany in 1989 and has served successively as Division Chief of Products Development Department of theCompany, deputy GM of Bosch Automotive Diesel System Co., Ltd. and supervisor of 6 th Session of SupervisoryCommittee of the Company. Now he serves as deputy chairman of 7 th session of the Board and GM of theCompany.Mr. Rudolf Maier, born in October 1957, a German citizenship with a doctor degree. He has served successivelyas chairman of commercial vehicle dept. diesel injection system, in German Bosch, chairman of German BoschDiesel System China, deputy chairman of Bosch Automobile Diesel and Director of 5 th and 6th Session of theBoard. Now he serves as executive deputy chairman of technology research of German Bosch Diesel System anddeputy Chairman of 7 th session of the Board.Mr. Ou Jianbin, born in June 1966, a senior college graduated and an accountant. He worked for the Company inJuly 1987, and served as Director and deputy GM of Weifu Jinning, Deputy GM and GM of Weifu Leader, andSupervisor of 5th session of Supervisory Committee. Now he serves as Director of 7th session of the Board, standingdeputy GM and CFO of the Company.Mr. Ge Songping, born in November 1954, a senior college graduated and a senior accountant. He has servedsuccessively as deputy GM of Industry Group, substantial shareholder of the Company and secretary of disciplinecommittee, Director of 5 th and 6th Session of the Board. Now he serves as vice researcher of Industry Group,substantial 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 servedsuccessively as director of investment development dept. of Industry Group, substantial shareholder of theCompany; now she serves as director of financial management dept. of Industry Group and Director of 7 th sessionof the Board of the Company.Mr. Chen Yudong, born in September 1961, an America citizenship and a Doctor. He has served successively assenior 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 asPresident of Bosch (China) Investment Ltd. and Director of 7 th session of the Board of the Company.Mr. Du Fangci, born in November 1944 and graduate from University, a senior engineer. He has servedsuccessively as Division Chief of former Automobile Section of Machine Building Industry Ministry and DivisionChief of State Bureau of Machine Building Industry, independent director of 6th Session of the Board. Now heserves as Consultant of China Association of Automobile Manufactures and Independent Director of 7 th session ofthe Board of the Company.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Ms. Yu Xiaoli, born in January 1963, doctor from Zhejiang University and a professor. She serves as teachingassistant and professor/deputy professor in Zhejiang University since 1985; and served as independent director of6th Session of the Board. Now she serves as Director of the institute of Zhejiang University Power Machinery andVehicular Engineering Institute, Chairman of Zhejiang Bozong Automobile Technology Co., Ltd., Independent Directorof Yinlun, Independent 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, a senior engineer. He has served successively asvice chief of Bureau of Retired Veteran Cadres of Machinery Dept,, secretary of Party Committee ofAdministration Division and deputy director, director of Labor Division, secretary of Party Committee of ChinaNational Heavy Machinery Corporation (CHMC), GM and secretary of Party Committee of China NationalMachine Tools Corporation (CNMTC). Now he serves as vice chairman and secret ary-general of China InternalCombustion Engine Industry Association (CICEIA), Independent Director of Jinan Qingqi, and Independent Directorof Yunyi Electric, Independent Director of First Tractor Company Limited, and Independent Director of 7th session ofthe Board of the Company.Mr. Zhang Hongfa, born in September 1964, graduate from University, a senior accountant. He has worked inJiangsu Institute of Certified Public Accountants since 1998. Now he serves as deputy secretary and standingdirector of Association, member of Expert Consultative Committee of Jiangsu Procuratorate, special auditor ofJiangsu Audit Office, vice director of professional consultant committee and director of inspection committee ofJiangsu Institute of CPA, Independent Director of Wiscom and Independent Director of 7th session of the Board ofthe Company.Mr. Shi Xingyua, born in May 1962, a postgraduate and senior engineer. He worked in the Company in July 1984. Hehas served successively as director of GM office, GM assistant and deputy GM of the Company as well as director of5th and 6th session of the Board, deputy secretary of party committee and chairman of labor union of the Company. Nowhe serves as chairman of supervisory committee of 7th session of the Board, deputy secretary of party committee andchairman of labor union of the Company.Mr. Gao Guoyuan, born in March 1954, a senior college graduated, master degree and senior engineer. He workedfor the Company in 1970. And has served successively as GM assistant and Director of 4th, 5th, and 6th Session ofthe 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, graduates from University, a MSIE and engineer. He worked in theCompany in August 1995. He has served successively as Manager of H&R administrative and technology salesmanager of Weifu Auto Diesel. Now he serves as director of H&R and Supervisor of 7th session of SupervisoryCommittee.Mr. Miao Yuming, born in April 1963, a university background, MBA and senior engineer. He worked in the Companyin August 1983, and successively served as /director of sales dept. of the Company, assistant GM and deputy GM of theCompany. Now he serves as deputy GM of the Company and deputy GM of Bosch Automobile Diesel.Mr. Wang Yawei, born in May 1955, postgraduate degree, chief senior engineer. He successively served as deputychief of production research institution of the Company, chief designer of technology center, chief engineer of theCompany and deputy GM as well as director of engineering technology institution. Now he serves as deputy GM anddirector of Engineering and Technology Research Institute of the Company.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Mr. Xu Yunfeng, born in November 1971, graduate from University, a Master and engineer. He worked in theCompany in July 1994, and has successively served as vice director of product research institute of TechnologyCenter of the Company, Manager, assistant GM and GM of sales dept. of Weifu Automobile Diesel. Now heserves as deputy GM of the Company.Mr. Zhou Weixing, born in January 1963, graduate from University, a senior engineer. He worked in the Companyin 1985. He successively served as representative of security affairs, director of security office and secretary of the 5thand 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
Start dated End date Weather receiving
Name Name of shareholder’s units Position of office of office remuneration from
term term shareholder’s units
Executive vice president of
Rudolf Maier ROBERT BOSCH GMBH technology research of Diesel 2011-01-01 Yes
System
Wuxi Industry Development Group
Ge Songping Vice researcher 2011-12-01 Yes
Co., Ltd.
Wuxi Industry Development Group Director of financial
Hua Wanrong 2011-12-01 Yes
Co., Ltd. management dept.
Chen Yudong Bosch (China) Investment Ltd. President 2011-01-01 Yes
Bosch Automobile Diesel System
Miu Yuming Deputy GM 2012-03-01 Yes
Co., LtdPost-holding in other unit√Applicable □Not applicable
Weather
receiving
Start dated of End date of
Name Name of other units Position remuneration
office term office term
from other
units
Zhejiang University Power Machinery
Yu Xiaoli Director 2000-01-01 Yes
and Vehicular Engineering Institute
Zhejiang Asia-Pacific Mechanical & Electronic
Yu Xiaoli Independent director 2013-05-26 2016-05-26 Yes
Co., Ltd.
Yu Xiaoli Zhejiang Yinlun Machinery Co., Ltd. Independent director 2011-07-21 Yes
Zhejiang Bozong Automobile Technology Co.,
Yu Xiaoli Chairman 2008-04-01 Yes
Ltd.
Vice chairman and
Xing Min CICEIA 2008-08-01 Yes
secretary
Xing Min Jiangsu Yunyi Electric Co., Ltd. Independent director 2013-05-15 2016-05-14 Yes
Xing Min Hunan Tyen Machinery Co., Ltd. Independent director 2012-05-25 2015-05-24 Yes
Xing Min First Tractor Company Limited Independent director 2012-12-20 2015-12-19 Yes
Jiangsu Institute of Certified Public Vice secretary and
Zhang Hongfa 1998-06-01 Yes
Accountants standing director
Zhang Hongfa Wiscom System Co., Ltd. Independent director 2013-04-22 2016-04-21 YesExplanation onpost-holding in The aforesaid are the independent directors of the Companyother unit
无锡威孚高科技集团股份有限公司 2014 年年度报告全文III. Remuneration for directors, supervisors and senior executivesDecision-making procedures, determination bases and actual payment of remunerations of directors, supervisors and seniormanagementDecision-making procedure: the remuneration and examination committee recommend the remuneration proposalin respect of directors, supervisors and senior management according to the ―Examining Methods of AnnualOperation Performance for Senior Executives‖ and ―Remuneration Management Methods for Senior Executives‖approved at general meeting based on the completion of annual major targets, and shall be submitted to the boardfor approval and implementation.Determination bases: ―Examining Methods of Annual Operation Performance for Senior Executives‖ and―Remuneration Management Methods for Senior Executives‖ 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 directlyrelated to economic benefits of the Company which is granted according to completion of each annual benefittarget.Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
Total Total Remuneration
remuneration remuneration actually
Name Title Sex Age Post-holding status
obtained from obtained from obtained at
the Company shareholder’s unit period-end
Chen Xuejun Chairman M 47 Currently in office 76.3 76.3Wang
Vice Chairman, GM M 48 Currently in office 72.5 72.5Xiaodong
Rudolf Maier Vice Chairman M 57 Currently in office
Ge Songping Director M 60 Currently in office
Hua Wanrong Director F 50 Currently in office
Chen Yudong Director M 53 Currently in office
Director, standing vice
Ou Jianbin GM and person in M 48 Currently in office 60.8 60.8
charge of finance
Du Fangci Independent director M 70 Currently in office 8.3 8.3
Yu Xiaoli Independent director F 51 Currently in office 8.3 8.3
Xing Min Independent director M 60 Currently in office 8.3 8.3
Zhang Hongfa Independent director M 50 Currently in office 8.3 8.3
Chairman of
Shi Xingyuan M 52 Currently in office 60.8 60.8
supervisory committee
Gao Guoyuan Supervisor M 60 Currently in office 60.8 60.8
Liu Jinjun Supervisor M 39 Currently in office 35 35
Miu Yuming Deputy GM M 51 Currently in office
Wang Yawei Deputy GM M 59 Currently in office 60.8 60.8
Xu Yunfeng Deputy GM M 43 Currently in office 60.8 60.8
Zhou Weixing Secretary of the Board M 51 Currently in office 33 33
Total -- -- -- -- 554 554Delegated equity incentive for directors, supervisors and senior executives in reporting period□ Applicable √ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文IV. Post-leaving and dismissals for directors, supervisors and senior executivesNilV. Changes of core technology team or key technicians in reporting period (not includingdirectors, supervisors and senior executives)In reporting period, personnel, core technology team or key technicians (not including directors, supervisors andsenior executives) who affects a lot in core competition of the Company has no changes.VI. Particulars of workforce1. Ended as 31 December 2014, the Company owes 5,134 person on-posts while 248 people leaved, the Companyhas no retired employees to bear the cost.
Composition:
Staff composition Education composition2. Remuneration policy and training program of employees:(1) Remuneration policy: perfect the ―Performance Management System‖ and ―Manageme nt System of SalaryWelfare‖ of the Group, standard and well-defined the competency for vary department and every staffs, organizedoperation mechanism and performance remuneration management mode, promote the implementation ofperformance and remuneration system in the Group.(2) Training program of employees: In 2014, by closely relying on the public training platform of the Group, theCompany develop all-round construction of the training system in every divisions and very functional lines,creating and offering more training development resouces and arrangement for majority of the employees in orderto contiously enhace the quality standards of the empoyees. Aiming at the requirement of operation developmentand staff’s career development, the Company eyes on training investment, enlarge and improve the quality modeldevelopment for employees, ―internal training‖ development in particular, to enhance the comprehensive trainingdevelopment standards proficiency. Employee training reached 14201 person-time in 2014 with 8 percent growthover that of 2013, of which, the basic, professional and skill training which need most urgently at present is 87percent. The annual training expenses amounting to RMB 3.13 million. Formulated the ―Management Regulationof the Major Development Training Projects for Employees‖, workmanship training management mechanism hasin the applied stage that comprehensively promoted.3. As at 31 December 2014, the labor force dispatched by the Company was 2704, with expenses of RMB 184.78million.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section IX. Corporate GovernanceI. Brief introduction of corporate governanceDuring the reporting period, the Company earnestly implemented the Basic Internal Control Standards forEnterprise and its guidance in strict accordance to the requirements of the Company Law, Securities Law, ListingRules of Shenzhen Stock Exchange as well as Guidance on Standard Operation of Listed Company on MainBoard, continued to improve and enhance legal person governance structure and internal control system, thus tostandardize its operation. There was no difference between the actual governance and requirements provided inrelevant documents of the CSRC.1. General Meeting: the Company convenes general meeting in a strict accordance to the Company Law, Rules ofGeneral Meeting of Listed Company, Listing Rules of Shenzhen Stock Exchange, the Articles of Association aswell as Working Procedures of General Meeting. Voting is made by spot meeting and network votes. Lawyers areinvited to attend the meetings and meeting minutes are well recorded. All the shareholders, especially minorityshareholders, are equally treated and fully exercise their rights.2. Relationship between the controlling shareholders and the Company: the Company is independent from itscontrolling shareholders in respect of personnel, assets and finance, with independent organs and businesses. Theboard, 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 orindirectly, without content from general meeting, and don’t occupy the Company’s capital for any non -operationpurpose.3. The Board: the directors can earnestly perform their duties according to the Listing Rules of Shenzhen StockExchange, the Articles of Association and the Working Procedures of the Board. They are familiar with relatedlaws and rules, as well as the rights, obligations and duties for being a director. At present, the Board of theCompany comprises of 11 directors, among which, 4 are independent directors which accounts for over one thirdof 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 IndependentDirectors and Annual Work System of Independent Directors. They take active participation in meetings of theboard and general meeting. Prior to the participation, they actively acquire the information needed for makingdecisions, 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 CompanyLaw, the Articles of Association and Working Procedures of the Supervisory Committee. At present, thesupervisory committee of the Company comprises of 3 supervisors, among which, 2 are employee representativesupervisors which accounts for over one third of the committee members. Number and constitution of thecommittee accord with relevant laws and rules. For consideration of the entire shareholders, the supervisorycommittee earnestly performs their duties with legal working procedures and high efficient operation. They
无锡威孚高科技集团股份有限公司 2014 年年度报告全文supervise the lawfulness of directors and senior management on their duty performance, pay constant attention toinformation disclosure, issue opinions on legal operation, finance, application of raised proceeds, and fairness ofrelated transaction, objectivity and truthfulness of the audit report issued by accounting firm, and issue auditopinion on periodic reports of the Company.6. Information Disclosure and investor relation management: the Company can disclose relevant information ontruthful, accurate, complete, prompt and fair basis in strict accordance to the Listing Rules of Shenzhen StockExchange, 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 InsiderManagement System, Accounting System in Respect of Material Mistake in Annual Report InformationDisclosure as well as Investor Relation Management System. Investor relation is well managed, with focus ongood communication between the Company and investors.7. Related transaction: independent directors issue independent opinions on occurred related transactions; thesupervisory committee makes inspection and supervision on occurred related transaction. The related transactionof the Company is fair and reasonable, with legal decision-making procedures and objective pricing bases and fairtransaction price, without harm to the interests of the Company and its shareholders, especially the minorityshareholders. All material transactions are entered into with contracts.8. Internal control: the Company further implements the Basic Internal Control Standards for Enterprise and itsguidance, and establishes internal control system in headquarter and certain important subsidiaries. Aiming toimprove the management, the Company optimized its working procedures, improved internal control system, andidentified and controlled operation risks. As for the detail of ―Self-evaluation report of internal control for year of2014‖, found in the information disclosure website Shenzhen Juchao Website (www.cninfo.com.cn) appointed byShenzhen Stock ExchangeIs there any difference between corporate governance and the requirements of the Company Law and relevant regulations of theCSRC□Yes √□ NoThere is no difference between corporate governance and the requirements of the Company Law and relevant regulations of theCSRCProgress of the special activity for corporate governance, establishment and implementation of insider information registrationmanagement systemDuring the reporting period, in strictly follow the new version of ―Registration and Administration of Insiders‖(released on Juchao Website (www.cninfo.com.cn) dated 16 February 2012) and relevant regulation of―Regulation of Formulate the Registration and Administration of Insiders for Listed Company‖ from CSRC, theCompany do a good job in aspect of inside information confidential as well as the registration and filing overinsiders. After inspection, No insiders of the Company made use of significant and sensitive information to tradestock of the Company before information was disclosed in year of 2014. Also there was not occurrence ofpunishment taken by regulatory authorities due to the implementation of insider registration management systemor on suspicion of insider trading. Directors, supervisor and senior executives of the Company are not trading thestock of the Company against the regulations.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文II. In the report period, the Company held annual shareholders’ general meeting andextraordinary shareholders’ general meeting1. 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 2013
2. Report from Supervisory Committee for year of 2013
3. Annual Report of 2013 and Summary
4. Financial Result Report for year of 2013
5. Profit Distribution Plan of 2013
6. Prediction of Total daily Related transaction for year of 2014 (No.:
7. Engagement of audit firms for financial report of 2014 2014-019)
8. Engagement of audit firms for internal control of 2014 All have been published
2014-06-2
In 2013 2014-06-20 9. Un-implementation of the Commitment of Share Merger deliberated on Juchao
1
Reform Made by Largest Shareholder and Content Changes and passed Website(ww
Arrangement and Commitments in Management Incentive w.cninfo.co
Mechanism for WFHT; m.cn)
10. Implementation Method on Incentive Fund;
11. Assessment Method for the Annual Operation Performance of
Senior Executives;
12. Management Method on Remuneration of Senior Executives2. Extraordinary shareholders’ general meeting in the report periodNil3. Request for extraordinary general meeting by preferred stockholders whose voting rights restore□ Applicable √ Not applicableIII. Responsibility performance of independent directors in report period1. 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
Times of Times of
independent supposed to attend in the attending by entrusted Meeting for the second
Presence Absence
director report period communication presence time in a row or not
Du Fangci 6 2 4 No
Yu Xiaoli 6 2 4 No
Xing Min 6 4 2 No
Zhang Hongfa 6 2 4 NoTimes attending shareholders’ general meeting
1from independent directorsExplanation of absent the Board Meeting for the second time in a row2. Objection for relevant events from independent directorsWhether independent directors come up with objection about company’s relevant matters or not□ Yes √ NoIndependent directors has no objections for relevant events in reporting period3. Other explanation about responsibility performance of independent directors
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Whether the opinions from independent directors have been adopted or not√ Yes □ NoIndependent directors’ explanation on adoption or not adoption of relevant recommendations of the CompanyThe independent directors earnestly performed their duties endowed by relevant laws, regulations, the Articles ofAssociation and independent director system pursuant to the Company Law, Opinions on EstablishingIndependent 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, theyactively acquire the information needed for making decisions. They considered each proposal in meetings andactively joined discussion and offered their recommendations. They issued independent opinions on significantissues. Diligent, loyal and responsible were their attitude when performing their duties, so as to fully exercise theirinfluences as independent directors. They protected the interests of the Company and shareholders. Independentdirectors have no objection in relation to the relevant issues of the Company.IV. Performance of subordinate committees of the Board in reporting period1. Two meetings of Audit committee of the Board, deliberated the followed: ―Financial Result Report of 2013‖,―Annual Report of 2013 and its Summary‖, ―Conclusion Report of auditing for year of 2013‖, ―Engagement ofaudit institute for financial report of 2014‖, ―Engagement of audit institute for internal control of the Company of2014‖ , ―Semi-Annual Report of 2014 and its Summary‖, and ―Specific Report on Raise Funds Deposit for FirstHalf Year of 2014 and Practical Usage‖ etc.;2. Two meeting of remuneration and appraisal committee of the Board, deliberate ―Remuneration evaluation andpayment for senior executive of 2013‖ and ―Work Reports on Implementation of Performance Assessment andRemuneration Method for Senior Executives‖3. One meeting of strategy committee of the Board, deliberate ―Operation target for year of 2014‖V. Works from Supervisory CommitteeWhether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee□ Yes √ NoSupervisory committee has no objection about supervision events in reporting periodVI. Independence of the Company in aspect of business, personnel, assets, institute andfinance relative to its controlling shareholderDuring the reporting period, the Company continued to keep independent in business, personnel, asset, organ andfinance, 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 operationbusiness 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 generalmanager, deputy general manager, financial principal, marketing principal, secretary to the board and other seniormanagement only took positions in the Company and received remuneration from the Company, and took noposition in substantial shareholders. Directors and senior management of the Company were determined through
无锡威孚高科技集团股份有限公司 2014 年年度报告全文legal procedures; no controlling shareholder intervened in engagement and dismissal of personnel which shouldbe determined by the board and general meeting.3. Asset: there was clear property relation between the Company and substantial share holders. It had independentand complete production, supply and sales system. Industry property, trademark, non-patent technology and otherintangible assets were all owned by the Company.4. Organ: the Company had sound organ system and independent internal organs which were totally separatedwith controlling shareholders. There was no subordinate relation and normal operation can be promised. TheCompany set general meeting, the board and the supervisory committee and other decision-making andsupervision organs. The production operation and administrative management (including labor force, finance,technology, etc) were totally independent from controlling shareholders. The office organ and productionoperation place were separated from controlling shareholders, without joint operation.5. Finance: the Company set independent finance department, and established independent accounting calculationsystem and finance management system. It had independent bank account and paid tax independently.VII. Horizontal Competition□ Applicable √ Not applicableVIII. Appraisal and incentive mechanism for senior executivesEngagement, examination and incentives of senior management are made according to relevant provisions in theCompany Law and the Articles of Association. According to ―Assessment Method for the Annual OperationPerformance of Senior Executives‖ and ―Management Method on Remuneration of Senior Executives‖, theCompany determined the annual remuneration of senior management which comprised of basic annual salary andperformance-related remuneration. Basic annual salary was determined according to specific positions andperformance-related remuneration was directly related to economic benefits of the Company which was grantedaccording to completion of each annual benefit target. Till now, the Company has not implemented equityincentive measures.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section X. Internal controlI. Internal control (IC) constructionIn accordance with the ―Basic Norms of Internal Control for Enterprise‖ and matching guidelines as well as ot herrequirement from internal control supervision, combining with the IC system and evaluation methods,continuously and comprehensively promoting the construction of IC, the high-risk areas that with significantattentions including strategy management risk, market management risks, assets security risk, financial reportrisks, project investment and capital financing risk, information security risk, safe production risk and legitimacyrisk etc., formulate a self-evaluation of internal control and release procedure of the reports. Furthermore, engagedqualified accounting firms to exercise audit for the effective-ness of internal control regularly. The evaluationreport and audit report for internal control in every year are disclosed timely in line with relevant supervisionrequirement since the internal control construction implemented in 2012. In the reporting period, by means oforganized mechanism procedures, optimized the deficits and track corrective, as well as internal activity ofinternal audit, the Company promotes an upgrade in management and ability for the internal control. Under theprinciple of benefit maximization and possible to avoid risks, the internal control system of the Company arebeing improved continuously. Overall performance of the internal control system of the Company can be found in―Appraisal Report of Internal Control for year of 2014‖.II. Statement of the Board on responsibility of internal controlIn line with the regulation mechanism of enterprise’ internal control, Board of the Company has responsibility toestablished and improve its internal control and implemented internal control effectively, evaluate theeffectiveness and release the evaluation report of internal control strictly according to the facts. Supervisorycommittee kept eyes on the implementation and establishment of internal control from the Board. Managers areresponsible for organizing and leading the daily running of company internal control. Board of the Company,Supervisory Committee, Directors, Supervisors and Senior Executives guarantee that there are no any fictitiousstatements, misleading statements or important omissions carried in the report, and shall take all responsibilities,individual and/or joint, for the reality, accuracy and completion of the whole contents.The Company’s internal control aims at guarantee a legal operation management reasonably, assets safety, the realand completion of the financial report and relevant information, improve the business results and achieve thedevelopment strategy.Because of the inherent feature of internal control, reasonable assurance only can be provided for the realizationof the above mentioned targets. Furthermore, inappropriate internal control may be resulted by the changes ofconditions, or failure of controlling policy and procedures implementation, the validity of internal control thatcalculated according to evaluation results of internal control has a certain risks.III. Bases for construction of financial report internal controlThe Company carry out internal control evaluation in line with the regulation system of enterprise’s internal
无锡威孚高科技集团股份有限公司 2014 年年度报告全文control and ―Basic Norms of Internal Control for Enterprise‖ jointly issued by five ministries of the State, and―Internal Control Guidelines for Listed Companies‖.IV. Self-evaluation report of internal control
Details of major defects in self-evaluation report that found in reporting periodNo major defect has been found in the report period according to the standard of defects in self-evaluation.Date of self-evaluation report of
2015-04-23internal control disclosed (full-text)
Index of self-evaluation report of ‖Self-evaluation report of internal control for 2014‖, more details found in Juchao websiteinternal control disclosed(full-text) (www.cninfo.com.cn) appointed by Shenzhen Stock ExchangeV. Auditing report and authentication report of internal controlAuditing report of IC
Auditing comments section for audit report of internal controlAudit institute considers that: according to relevant regulations and ―Basic Rules of Internal Control for Enterprises‖, WeifuHigh-Technology Co., Ltd., in all major aspects, keeps an efficiency of internal control of financial report dated 31 December 2014.Disclosure date of audit report of
2015-04-23internal control (full-text)
Index of audit report of internal ‖Audit report of internal control for year of 2014‖, more details found in Juchao website
control (full-text) (www.cninfo.com.cn) appointed by Shenzhen Stock ExchangeWhether modified audit opinions carried out for the audit report of internal control from CPA or not□Yes √□ NoWhether audit report of internal control, issued by CPA, is in agreement with self-evaluation report, issued by the Board√ Yes □ NoVI. Establishment and enforcement of Accountability Mechanism for Major Errors in AnnualReportThe ―accountability mechanism for major errors in annual report disclosure‖ was deliberated and approved on 20April 2010, relevant notice found in Juchao website (www.cninfo.com.cn). In reporting period, no majorcorrection for accounting errors, supplementation for major missing information and correction of performanceforecast been found.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Section XI. Financial ReportI. Audit report
Type of audit opinion Standard unqualified opinion
Signing date of audit report 2015-04-21
Name of audit institute Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. (LLP)
Document serial of auditreport Su Gong W [2015]No.: A 679
CPA’s name Zhang Caibin, Zhu Youmin
Auditor’s Report
Su Gong W [2015]No.: A 679To all shareholders of Weifu High-Technology Group Co., Ltd.:We have audited the Companying consolidated and parent Company’s financial statements of WeifuHigh-Technology Group Co., Ltd. (―WFHT‖ for short), including balance sheet of 31 December 2014, and profitstatement for year of 2014, cash flow statement and statement on changes of owners’ equity for the year ended,and notes to the financial statements for the year ended.I. Management’s responsibility for the financial statementsManagement 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 fromfraudulent or errors.II. Auditor's responsibilityOur responsibility is to express an audit opinion on these financial statements based on our audit. We performedour audit in accordance with Chinese Certified Public Accountants' Auditing Standards. Those standards requireus to comply with professional ethics, and to plan and perform our audit so as to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures of thefinancial statements. The selective audit procedures depend on auditor's judgment, including the evaluation of therisk of material misstatement of the consolidated financial statements due to frauds or errors. When evaluatingrisk, we consider internal control related to financial statements, in order to design auditing procedures. An auditalso includes assessing the appropriateness of the accounting policies adopted and the reasonableness of theaccounting estimates made by management, as well as evaluating the overall presentation of the financialstatements.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文We believe that we have obtained sufficient and appropriate audit evidences to provide a basis for our auditopinion.III. Auditing opinionIn our opinion, in all material aspects, WFHT’s financial statements have been prepared in accordance with theAccounting Standards for Business Enterprise, and they fairly present the financial status of the consolidated andparent company’s as of December 31, 2014, and its operation results and cash flows for the year ended.
Jiangsu Gongzheng Tianye CPA Chinese CPA Zhang Caibin,
(LLP)
Wuxi China Chinese CPA Zhu Youmin
21st April 2015
无锡威孚高科技集团股份有限公司 2014 年年度报告全文II. Financial statementUnit in note of financial statement refers to CNY: RMB (Yuan)1. Consolidated balance sheetPrepared by Weifu High-Technology Group Co., Ltd
2014-12-31
In RMB
Item Closing balance Opening balanceCurrent assets:
Monetary funds 2,360,027,208.92 2,447,555,672.40
Settlement provisions
Capital lent
Financial liability measured by fair value and with variation reckonedinto current gains/losses
Derivative financial liability
Notes receivable 993,552,743.48 1,090,280,233.40
Accounts receivable 1,206,105,236.56 1,132,835,466.09
Accounts paid in advance 101,014,401.60 174,401,410.49
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable 4,016,280.99 51,438,634.58
Dividend receivable 500,000.00 22,937,046.01
Other receivables 12,119,685.70 11,486,223.97
Purchase restituted finance asset
Inventories 1,111,669,480.16 986,790,491.70
Divided into assets held for sale
Non-current asset due within one year
Other current assets 1,812,883,996.48 1,580,056,398.02
Total current assets 7,601,889,033.89 7,497,781,576.66Non-current assets:
Loans and payments on behalf
Finance asset available for sales 844,536,400.00 487,949,400.00
Held-to-maturity investment 400,000,000.00
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Long-term account receivable
Long-term equity investment 3,314,987,967.02 2,519,560,708.20
Investment property 21,418,942.40 3,424,363.44
Fixed assets 1,349,745,789.17 1,471,037,804.88
Construction in progress 477,416,068.77 199,463,338.80
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 363,863,195.29 360,284,868.85
Expense on Research and Development
Goodwill 1,784,086.79 1,784,086.79
Long-term expenses to be apportioned 12,202,828.33 16,331,775.24
Deferred income tax asset 148,359,493.95 116,614,808.05
Other non-current asset 352,385,362.29
Total non-current asset 6,886,700,134.01 5,576,451,154.25
Total assets 14,488,589,167.90 13,074,232,730.91Current liabilities:
Short-term loans 415,000,000.00 399,500,000.00
Loan from central bank
Absorbing deposit and interbank deposit
Capital borrowed
Financial liability measured by fair value and with variation reckonedinto current gains/losses
Derivative financial liability
Notes payable 488,556,684.85 383,418,397.65
Accounts payable 1,453,938,798.61 1,476,781,979.39
Accounts received in advance 43,783,927.30 42,297,015.90
Selling financial asset of repurchase
Commission charge and commission payable
Wage payable 261,647,666.99 173,252,560.10
Taxes payable 70,103,988.54 43,814,597.61
Interest payable 749,561.12 996,716.67
Dividend payable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Other accounts payable 62,266,107.58 87,324,894.86
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Divided into liability held for sale
Non-current liabilities due within 1 year
Other current liabilities 10,706,310.23 26,314,544.23
Total current liabilities 2,806,753,045.22 2,633,700,706.41Non-current liabilities:
Long-term loans 60,000,000.00 60,000,000.00
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable 18,852,727.00 19,191,818.00
Long-term wages payable 69,000,000.00 122,586,433.61
Special accounts payable 18,265,082.11 25,655,817.40
Projected liabilities
Deferred income 228,792,442.75 195,506,040.61
Deferred income tax liabilities 23,815,411.40 19,938,394.40
Other non-current liabilities
Total non-current liabilities 418,725,663.26 442,878,504.02
Total liabilities 3,225,478,708.48 3,076,579,210.43Owner’s equity:
Share capital 1,020,200,992.00 1,020,200,992.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve 3,635,684,413.04 3,630,042,689.57
Less: Inventory shares
Other comprehensive income 121,598,365.00 98,999,415.00
Reasonable reserve 867,353.00 1,255,141.19
Surplus public reserve 510,100,496.00 433,608,687.76
Provision of general risk
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Retained profit 5,570,583,069.92 4,416,658,298.29
Total owner’s equity attributable to parent company 10,859,034,688.96 9,600,765,223.81
Minority interests 404,075,770.46 396,888,296.67
Total owner’s equity 11,263,110,459.42 9,997,653,520.48
Total liabilities and owner’s equity 14,488,589,167.90 13,074,232,730.91Legal Representative: Chen XuejunPerson in charge of accounting works: Ou JianbinPerson in charge of accounting institute: Ou Jianbin2. Balance Sheet of Parent Company
In RMB
Item Closing balance Opening balanceCurrent assets:
Monetary funds 1,263,715,541.56 1,485,894,410.54
Financial liability measured by fair value and with variation reckonedinto current gains/losses
Derivative financial liability
Notes receivable 225,640,382.60 348,205,626.83
Accounts receivable 565,769,317.89 665,090,625.52
Account paid in advance 51,338,729.85 85,580,666.96
Interest receivable 33,287.67 45,000,000.00
Dividends receivable 500,000.00 21,925,117.50
Other receivables 5,071,840.68 2,907,285.14
Inventories 188,287,955.01 226,017,992.28
Divided into assets held for sale
Non-current assets maturing within one year
Other current assets 1,917,505,847.55 1,562,100,000.00
Total current assets 4,217,862,902.81 4,442,721,724.77Non-current assets:
Available-for-sale financial assets 758,596,400.00 402,009,400.00
Held-to-maturity investments 400,000,000.00
Long-term receivables
Long-term equity investments 4,308,319,159.56 3,615,576,088.69
Investment property
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Fixed assets 543,076,778.80 640,596,120.54
Construction in progress 361,110,943.40 136,613,517.22
Project materials
Disposal of fixed assets
Productive biological assets
Oil and natural gas assets
Intangible assets 205,291,338.85 198,885,843.05
Research and development costs
Goodwill
Long-term deferred expenses
Deferred income tax assets 81,490,070.42 64,315,609.74
Other non-current assets 307,820,607.89
Total non-current assets 6,565,705,298.92 5,457,996,579.24
Total assets 10,783,568,201.73 9,900,718,304.01Current liabilities:
Short-term borrowings 260,000,000.00 220,000,000.00
Financial liability measured by fair value and with variation reckonedinto current gains/losses
Derivative financial liability
Notes payable 178,800,000.00 191,790,000.00
Accounts payable 486,151,165.89 596,257,017.04
Accounts received in advance 1,754,804.23 17,577,849.84
Wage payable 139,244,128.74 60,727,176.41
Taxes payable 29,078,723.63 38,260,172.61
Interest payable 131,500.00 340,511.11
Dividend payable
Other accounts payable 160,538,572.20 219,154,760.28
Divided into liability held for sale
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities 1,255,698,894.69 1,344,107,487.29Non-current liabilities:
Long-term loans
Bonds payable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Including: preferred stock
Perpetual capital securities
Long-term account payable
Long-term wages payable 69,000,000.00 122,586,433.61
Special accounts payable 7,390,735.29
Projected liabilities
Deferred income 210,389,955.02 181,898,815.24
Deferred income tax liabilities 21,458,535.00 17,470,485.00
Other non-current liabilities
Total non-current liabilities 300,848,490.02 329,346,469.14
Total liabilities 1,556,547,384.71 1,673,453,956.43Owners’ equity:
Share capita 1,020,200,992.00 1,020,200,992.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve 3,666,689,037.39 3,661,248,059.50
Less: Inventory shares
Other comprehensive income 121,598,365.00 98,999,415.00
Reasonable reserve
Surplus reserve 510,100,496.00 433,608,687.76
Retained profit 3,908,431,926.63 3,013,207,193.32
Total owner’s equity 9,227,020,817.02 8,227,264,347.58
Total liabilities and owner’s equity 10,783,568,201.73 9,900,718,304.013. Consolidated Profit Statement
In RMB
Item Current Period Last Period
I. Total operating income 6,354,480,020.38 5,589,307,689.55
Including: Operating income 6,354,480,020.38 5,589,307,689.55
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 5,679,424,331.36 4,999,434,131.48
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Including: Operating cost 4,740,201,728.63 4,169,807,309.66
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 33,417,172.98 32,458,458.22
Sales expenses 174,919,036.22 207,152,852.24
Administration expenses 648,698,294.92 558,285,409.97
Financial expenses -24,803,283.07 -56,891,090.69
Losses of devaluation of asset 106,991,381.68 88,621,192.08
Add: Changing income of fair value(Loss is listed with ―-‖)
Investment income (Loss is listed with ―-‖) 1,042,446,193.00 642,493,295.01
Including: Investment income on affiliated company and joint venture 881,943,278.13 549,177,316.88
Exchange income (Loss is listed with ―-‖)
III. Operating profit (Loss is listed with ―-‖) 1,717,501,882.02 1,232,366,853.08
Add: Non-operating income 175,717,204.02 37,547,250.75
Including: Disposal gains of non-current asset 1,266,871.19 17,140,286.06
Less: Non-operating expense 180,698,053.92 12,604,472.52
Including: Disposal loss of non-current asset 17,546,837.25 4,013,576.76
IV. Total Profit (Loss is listed with ―-‖) 1,712,521,032.12 1,257,309,631.31
Less: Income tax expense 123,443,709.79 103,016,098.36
V. Net profit (Net loss is listed with ―-‖) 1,589,077,322.33 1,154,293,532.95
Net profit attributable to owner’s of parent company 1,539,439,686.81 1,108,221,450.83
Minority shareholders’ gains and losses 49,637,635.52 46,072,082.12
VI. Net after-tax of other comprehensive income 22,598,950.00 42,490,055.00
Net after-tax of other comprehensive income attributable to owners of
22,598,950.00 42,490,055.00parent company
(I) Other comprehensive income items which will not be reclassifiedsubsequently to profit of loss
1. Changes as a result of re-measurement of net defined benefitplan liability or asset
2. Share of the other comprehensive income of the investee
无锡威孚高科技集团股份有限公司 2014 年年度报告全文accounted for using equity method which will not be reclassifiedsubsequently to profit and loss
(II) Other comprehensive income items which will be reclassified
22,598,950.00 42,490,055.00subsequently to profit or loss
1. Share of the other comprehensive income of the investeeaccounted for using equity method which will be reclassified subsequentlyto profit or loss
2. Gains or losses arising from changes in fair value of
22,598,950.00 42,490,055.00available-for-sale financial assets
3. Gains or losses arising from reclassification ofheld-to-maturity investment as available-for-sale financial assets
4. The effect hedging portion of gains or losses arising fromcash flow hedging instruments
5. Translation differences arising on translation of foreigncurrency financial statements
6. Other
Net after-tax of other comprehensive income attributable to minorityshareholders
VII. Total comprehensive income 1,611,676,272.33 1,196,783,587.95
Total comprehensive income attributable to owners of parent
1,562,038,636.81 1,150,711,505.83Company
Total comprehensive income attributable to minority shareholders 49,637,635.52 46,072,082.12VIII. Earnings per share:
(i) Basic earnings per share 1.51 1.09
(ii) Diluted earnings per share 1.51 1.09Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, andrealized 0 Yuan at last period for combined partyLegal Representative: Chen XuejunPerson in charge of accounting works: Ou JianbinPerson in charge of accounting institute: Ou Jianbin
无锡威孚高科技集团股份有限公司 2014 年年度报告全文4. Profit Statement of Parent Company
In RMB
Item Current Period Last Period
I. Operating income 2,267,337,970.05 2,462,065,611.26
Less: Operating cost 1,788,597,830.15 1,983,561,133.99
Operating tax and extras 10,824,678.36 12,447,486.53
Sales expenses 87,020,762.44 103,626,329.78
Administration expenses 245,613,703.29 207,405,705.89
Financial expenses -17,935,026.12 -51,090,607.00
Losses of devaluation of asset 9,077,420.90 43,991,263.31
Add: Changing income of fair value(Loss is listed with ―-‖)
Investment income (Loss is listed with ―-‖) 1,182,615,271.18 807,499,619.20
Including: Investment income on affiliated company and joint
808,997,384.50 495,674,234.35venture
II. Operating profit (Loss is listed with ―-‖) 1,326,753,872.21 969,623,917.96
Add: Non-operating income 166,909,810.39 6,257,329.56
Including: Disposal gains of non-current asset 524,140.09 1,684,449.09
Less: Non-operating expense 175,935,248.16 4,500,884.37
Including: Disposal loss of non-current asset 16,437,002.04 1,482,742.03
III. Total Profit (Loss is listed with ―-‖) 1,317,728,434.44 971,380,363.15
Less: Income tax expense 39,951,595.29 35,963,460.53
IV. Net profit (Net loss is listed with ―-‖) 1,277,776,839.15 935,416,902.62
V. Net after-tax of other comprehensive income 22,598,950.00 42,490,055.00
(I) Other comprehensive income items which will not be reclassifiedsubsequently to profit of loss
1. Changes as a result of re-measurement of net defined benefitplan liability or asset
2. Share of the other comprehensive income of the investeeaccounted for using equity method which will not be reclassifiedsubsequently to profit and loss
(II) Other comprehensive income items which will be reclassified
22,598,950.00 42,490,055.00subsequently to profit or loss
1. Share of the other comprehensive income of the investeeaccounted for using equity method which will be reclassified subsequentlyto profit or loss
2. Gains or losses arising from changes in fair value of 22,598,950.00 42,490,055.00
无锡威孚高科技集团股份有限公司 2014 年年度报告全文available-for-sale financial assets
3. Gains or losses arising from reclassification ofheld-to-maturity investment as available-for-sale financial assets
4. The effect hedging portion of gains or losses arising fromcash flow hedging instruments
5. Translation differences arising on translation of foreigncurrency financial statements
6. Other
VI. Total comprehensive income 1,300,375,789.15 977,906,957.62VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share5. Consolidated Cash Flow Statement
In RMB
Item Current Period Last PeriodI. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 7,216,910,847.87 6,172,087,848.64
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
Net increase of insured savings and investment
Net increase of amount from disposal financial assets that measuredby fair value and with variation reckoned into current gains/losses
Cash received from interest, commission charge and commission
Net increase of capital borrowed
Net increase of returned business capital
Write-back of tax received 44,981,125.56 36,344,057.52
Other cash received concerning operating activities 157,375,158.71 175,739,109.03
Subtotal of cash inflow arising from operating activities 7,419,267,132.14 6,384,171,015.19
Cash paid for purchasing commodities and receiving labor service 4,857,961,523.04 3,998,317,410.40
Net increase of customer loans and advances
Net increase of deposits in central bank and interbank
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
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 778,604,528.63 708,768,497.02
Taxes paid 478,485,171.36 434,633,292.96
Other cash paid concerning operating activities 414,316,254.32 438,493,691.68
Subtotal of cash outflow arising from operating activities 6,529,367,477.35 5,580,212,892.06
Net cash flows arising from operating activities 889,899,654.79 803,958,123.13II. Cash flows arising from investing activities:
Cash received from recovering investment 3,426,900,000.00 1,747,750,000.00
Cash received from investment income 279,606,162.41 215,105,271.93
Net cash received from disposal of fixed, intangible and other
4,549,779.50 27,964,427.20long-term assets
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities 154,360,800.00 46,086,392.49
Subtotal of cash inflow from investing activities 3,865,416,741.91 2,036,906,091.62
Cash paid for purchasing fixed, intangible and other long-term assets 802,479,615.28 443,371,774.96
Cash paid for investment 3,731,802,670.00 2,648,881,501.00
Net increase of mortgaged loans
Net cash received from subsidiaries and other units obtained
Other cash paid concerning investing activities 124,616,501.56 1,950,855.71
Subtotal of cash outflow from investing activities 4,658,898,786.84 3,094,204,131.67
Net cash flows arising from investing activities -793,482,044.93 -1,057,298,040.05III. Cash flows arising from financing activities
Cash received from absorbing investment 3,047,322.07 9,120,000.00
Including: Cash received from absorbing minority shareholders’
3,047,322.07 9,120,000.00investment by subsidiaries
Cash received from loans 1,011,000,000.00 879,000,000.00
Cash received from issuing bonds
Other cash received concerning financing activities 4,117.89
Subtotal of cash inflow from financing activities 1,014,051,439.96 888,120,000.00
Cash paid for settling debts 995,500,000.00 517,500,000.00
Cash paid for dividend and profit distributing or interest paying 362,953,796.86 261,005,069.72
Including: Dividend and profit of minority shareholder paid by
33,440,573.30 38,175,305.87subsidiaries
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Other cash paid concerning financing activities 12,527,056.47 339,091.00
Subtotal of cash outflow from financing activities 1,370,980,853.33 778,844,160.72
Net cash flows arising from financing activities -356,929,413.37 109,275,839.28IV. Influence on cash and cash equivalents due to fluctuation in exchangerate
V. Net increase of cash and cash equivalents -260,511,803.51 -144,064,077.64
Add: Balance of cash and cash equivalents at the period -begin 2,288,739,620.44 2,432,803,698.08
VI. Balance of cash and cash equivalents at the period -end 2,028,227,816.93 2,288,739,620.446. Cash Flow Statement of Parent Company
In RMB
Item Current Period Last PeriodI. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 2,851,550,581.61 2,843,747,396.06
Write-back of tax received
Other cash received concerning operating activities 123,098,275.94 295,709,406.43
Subtotal of cash inflow arising from operating activities 2,974,648,857.55 3,139,456,802.49
Cash paid for purchasing commodities and receiving labor service 1,942,621,551.16 1,944,119,560.86
Cash paid to/for staff and workers 304,551,173.70 290,926,971.54
Taxes paid 167,536,666.25 153,325,573.83
Other cash paid concerning operating activities 231,017,098.12 181,221,420.94
Subtotal of cash outflow arising from operating activities 2,645,726,489.23 2,569,593,527.17
Net cash flows arising from operating activities 328,922,368.32 569,863,275.32II. Cash flows arising from investing activities:
Cash received from recovering investment 3,389,400,000.00 1,747,750,000.00
Cash received from investment income 490,919,343.29 443,108,613.13
Net cash received from disposal of fixed, intangible and other
917,402.86 2,378,444.83long-term assets
Net cash received from disposal of subsidiaries and other units 28,984,413.12
Other cash received concerning investing activities 148,230,000.00 7,900,000.00
Subtotal of cash inflow from investing activities 4,058,451,159.27 2,201,137,057.96
Cash paid for purchasing fixed, intangible and other long-term assets 586,811,102.09 214,059,196.20
Cash paid for investment 3,661,469,578.60 2,665,163,188.00
Net cash received from subsidiaries and other units
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Other cash paid concerning investing activities 124,616,501.56 509,264.71
Subtotal of cash outflow from investing activities 4,372,897,182.25 2,879,731,648.91
Net cash flows arising from investing activities -314,446,022.98 -678,594,590.95III. Cash flows arising from financing activities
Cash received from absorbing investment
Cash received from loans 660,000,000.00 440,000,000.00
Cash received from issuing bonds
Other cash received concerning financing activities 4,117.89
Subtotal of cash inflow from financing activities 660,004,117.89 440,000,000.00
Cash paid for settling debts 620,000,000.00 220,000,000.00
Cash paid for dividend and profit distributing or interest paying 317,447,029.25 213,403,709.61
Other cash paid concerning financing activities
Subtotal of cash outflow from financing activities 937,447,029.25 433,403,709.61
Net cash flows arising from financing activities -277,442,911.36 6,596,290.39IV. Influence on cash and cash equivalents due to fluctuation in exchangerate
V. Net increase of cash and cash equivalents -262,966,566.02 -102,135,025.24
Add: Balance of cash and cash equivalents at the period -begin 1,422,429,501.73 1,524,564,526.97
VI. Balance of cash and cash equivalents at the period -end 1,159,462,935.71 1,422,429,501.73
无锡威孚高科技集团股份有限公司 2014 年年度报告全文7. Statement of Changes in Owners’ Equity (Consolidated)This Period
In RMB
This Period
Owners’ equity attributable to parent company
Other Les
equity instrument s: Provi
Item Perpet Inv Other sion Minority Total owners’
Reasonable
Share capital Preferr ual Capital reserve ent comprehensive Surplus reserve of Retained profit interests equity
Oth reserve
ed capital ory income gener
er
stock securit shar al risk
ies esI. Balance at
the end of 1,020,200,992.00 3,630,042,689.57 98,999,415.00 1,255,141.19 433,608,687.76 4,416,658,298.29 396,888,296.67 9,997,653,520.48the last year
Add:Changes ofaccountingpolicyErrorcorrection of
the lastperiodEnterprisecombineunder thesamecontrolOtherII. Balance
at the 1,020,200,992.00 3,630,042,689.57 98,999,415.00 1,255,141.19 433,608,687.76 4,416,658,298.29 396,888,296.67 9,997,653,520.48beginning of
无锡威孚高科技集团股份有限公司 2014 年年度报告全文this yearIII. Increase/Decrease in
this year
5,641,723.47 22,598,950.00 -387,788.19 76,491,808.24 1,153,924,771.63 7,187,473.79 1,265,456,938.94(Decrease islisted with―-‖)
(i) Total
comprehensi 22,598,950.00 1,539,439,686.81 49,637,635.52 1,611,676,272.33ve income
(ii)Owners’
devoted and 5,641,723.47 -9,090,457.00 -3,448,733.53decreasedcapital1.Commonshares
3,047,322.07 3,047,322.07invested byshareholders
2. Capitalinvested byholders ofother equityinstruments3. Amountreckonedinto ownersequity withshare-basedpayment
4. Other 5,641,723.47 -12,137,779.07 -6,496,055.60(III) Profit
76,491,808.24 -385,514,915.18 -33,440,573.30 -342,463,680.24distribution1.
Withdrawal 76,491,808.24 -76,491,808.24of surplus
无锡威孚高科技集团股份有限公司 2014 年年度报告全文reserves2.Withdrawalof generalriskprovisions3.Distributionfor owners
-306,060,297.60 -33,440,573.30 -339,500,870.90(orshareholders)
4. Other -2,962,809.34 -2,962,809.34(IV)Carryingforwardinternalowners’equity
1. Capitalreservesconversed tocapital(sharecapital)2. Surplusreservesconversed tocapital(sharecapital)3.Remedying
loss withsurplusreserve
无锡威孚高科技集团股份有限公司 2014 年年度报告全文4. Other(V)
Reasonable -387,788.19 80,868.57 -306,919.62reserve1.Withdrawal
17,248,551.90 2,225,365.33 19,473,917.23in the reportperiod2. Usage in
the report 17,636,340.09 2,144,496.76 19,780,836.85period(VI)OthersIV. Balanceat the end of
1,020,200,992.00 3,635,684,413.04 121,598,365.00 867,353.00 510,100,496.00 5,570,583,069.92 404,075,770.46 11,263,110,459.42
the reportperiodLast Period
In RMB
Last Period
Owners’ equity attributable to the parent Company
Other Les
Prov
equity instrument s:
Item ision
Perpetu Inv Other Minority Total owners’
Reasonable of
Share capital Prefe al Capital reserve ent comprehensive Surplus reserve Retained profit interests equity
Othe reserve gene
rred capital ory income
r ral
stock securiti shar
risk
es esI. Balance at
the end of the 680,133,995.00 3,633,184,669.52 56,509,360.00 340,066,997.50 3,946,085,733.22 305,003,245.53 8,960,984,000.77last year
Add:
Changes ofaccountingpolicy
无锡威孚高科技集团股份有限公司 2014 年年度报告全文Errorcorrection ofthe last periodEnterprisecombine
under thesame controlOtherII. Balance at
the beginning 680,133,995.00 3,633,184,669.52 56,509,360.00 340,066,997.50 3,946,085,733.22 305,003,245.53 8,960,984,000.77of this yearIII. Increase/Decrease in
this year
340,066,997.00 -3,141,979.95 42,490,055.00 1,255,141.19 93,541,690.26 470,572,565.07 91,885,051.14 1,036,669,519.71(Decrease is
listed with―-‖)
(i) Total
comprehensiv 42,490,055.00 1,108,221,450.83 46,072,082.12 1,196,783,587.95e income(ii) Owners’devoted and
-3,141,979.95 73,309,536.01 70,167,556.06decreasedcapital1.Commonshares
73,309,536.01 73,309,536.01invested byshareholders
2. Capitalinvested by
holders ofother equityinstruments
3. Amount
无锡威孚高科技集团股份有限公司 2014 年年度报告全文reckoned intoowners equitywithshare-basedpayment
4 Other -3,141,979.95 -3,141,979.95
(III) Profit
340,066,997.00 93,541,690.26 -637,648,885.76 -27,705,305.87 -231,745,504.37distribution1. Withdrawal
of surplus 93,541,690.26 -93,541,690.26reserves2. Withdrawalof general riskprovisions3.Distribution
-204,040,198.50 -27,705,305.87 -231,745,504.37for owners (orshareholders)
4. Other 340,066,997.00 -340,066,997.00(IV) Carryingforwardinternalowners’equity
1. Capitalreservesconversed tocapital (sharecapital)
2. Surplusreservesconversed tocapital (sharecapital)3. Remedying
loss with
无锡威孚高科技集团股份有限公司 2014 年年度报告全文surplusreserve4. Other(V)
Reasonable 1,255,141.19 208,738.88 1,463,880.07reserve1. Withdrawal
in the report 17,366,734.77 2,119,500.71 19,486,235.48period2. Usage in
the report 16,111,593.58 1,910,761.83 18,022,355.41period(VI)OthersIV. Balance at
the end of the 1,020,200,992.00 3,630,042,689.57 98,999,415.00 1,255,141.19 433,608,687.76 4,416,658,298.29 396,888,296.67 9,997,653,520.48report period8. Statement of Changes in Owners’ Equity (Parent Company)This Period
In RMB
This Period
Other
Less:
equity instrument Other
Item Invent Reasonable Total owners’
Share capital Preferr Perpetual Capital reserve comprehensive Surplus reserve Retained profit
Othe ory reserve equity
ed capital income
r shares
stock securitiesI. Balance at the end of the
1,020,200,992.00 3,661,248,059.50 98,999,415.00 433,608,687.76 3,013,207,193.32 8,227,264,347.58last year
Add: Changes ofaccounting policy
Error correction of thelast period
Other
II. Balance at the beginning of 1,020,200,992.00 3,661,248,059.50 98,999,415.00 433,608,687.76 3,013,207,193.32 8,227,264,347.58
无锡威孚高科技集团股份有限公司 2014 年年度报告全文this yearIII. Increase/ Decrease in this
year (Decrease is listed with 5,440,977.89 22,598,950.00 76,491,808.24 895,224,733.31 999,756,469.44―-‖)
(i) Total comprehensive
22,598,950.00 1,277,776,839.15 1,300,375,789.15income(ii) Owners’ devoted and
5,440,977.89 5,440,977.89decreased capital1.Common shares invested byshareholders2. Capital invested by holdersof other equity instruments3. Amount reckoned into
owners equity withshare-based payment
4. Other 5,440,977.89 5,440,977.89
(III) Profit distribution 76,491,808.24 -382,552,105.84 -306,060,297.601. Withdrawal of surplus
76,491,808.24 -76,491,808.24reserves2. Distribution for owners (or
-306,060,297.60 -306,060,297.60shareholders)3. Other(IV) Carrying forward internalowners’ equity1. Capital reserves conversedto capital (share capital)2. Surplus reserves conversedto capital (share capital)3. Remedying loss withsurplus reserve4. Other(V) Reasonable reserve1. Withdrawal in the report
4,362,065.61 4,362,065.61period
2. Usage in the report period 4,362,065.61 4,362,065.61
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(VI)OthersIV. Balance at the end of the
1,020,200,992.00 3,666,689,037.39 121,598,365.00 510,100,496.00 3,908,431,926.63 9,227,020,817.02report periodLast period
In RMB
Last period
Other
Less:
equity instrument Other
Item Invent Reasonable Total owners’
Share capital Preferr Perpetual Capital reserve comprehensive Surplus reserve Retained profit
Othe ory reserve equity
ed capital income
r shares
stock securitiesI. Balance at the end of the
680,133,995.00 3,661,248,059.50 56,509,360.00 340,066,997.50 2,715,439,176.46 7,453,397,588.46last year
Add: Changes ofaccounting policy
Error correction of thelast period
OtherII. Balance at the beginning of
680,133,995.00 3,661,248,059.50 56,509,360.00 340,066,997.50 2,715,439,176.46 7,453,397,588.46this yearIII. Increase/ Decrease in this
year (Decrease is listed with 340,066,997.00 42,490,055.00 93,541,690.26 297,768,016.86 773,866,759.12―-‖)(i) Total comprehensive
42,490,055.00 935,416,902.62 977,906,957.62income(ii) Owners’ devoted anddecreased capital1.Common shares invested byshareholders2. Capital invested by holdersof other equity instruments3. Amount reckoned into
owners equity withshare-based payment
无锡威孚高科技集团股份有限公司 2014 年年度报告全文4. Other
(III) Profit distribution 340,066,997.00 93,541,690.26 -637,648,885.76 -204,040,198.501. Withdrawal of surplus
93,541,690.26 -93,541,690.26reserves2. Distribution for owners (or
-204,040,198.50 -204,040,198.50shareholders)
3. Other 340,066,997.00 -340,066,997.00(IV) Carrying forward internalowners’ equity1. Capital reserves conversedto capital (share capital)2. Surplus reserves conversedto capital (share capital)3. Remedying loss withsurplus reserve4. Other(V) Reasonable reserve1. Withdrawal in the report
4,032,088.99 4,032,088.99period
2. Usage in the report period 4,032,088.99 4,032,088.99(VI)OthersIV. Balance at the end of the
1,020,200,992.00 3,661,248,059.50 98,999,415.00 433,608,687.76 3,013,207,193.32 8,227,264,347.58report period
无锡威孚高科技集团股份有限公司 2014 年年度报告全文III .Basic information of the Company1. Historical origin of the CompanyBy the approval of STGS (1992) No. 130 issued by Jiangsu Economic Restructuring Committee, WeifuHigh-Technology Group Co., Ltd. (hereinafter referred to ―the Company‖ or ―Company‖) was established as acompany of limited liability with funds raised from targeted sources, and registered at Wuxi Administration forIndustry & Commerce in October 1992. The original share capital of the Company totaled RMB 115.4355 million,including state-owned share capital amounting to RMB 92.4355 million, public corporate share capital amountingto RMB 8 million and inner employee share capital amounting to RMB 15 million.Between year of 1994 and 1995, the Company was restructured and became a holding subsidiary of Wuxi WeifuGroup Co., Ltd (hereinafter referred to as ―Weifu Group‖).By the approval of Jiangsu ERC and Shenzhen Securities Administration Office in August 1995, the Companyissued 68 million special ordinary shares (B-share) with value of RMB 1.00 for each, and the total value of thoseshares amounted to RMB 68 million. After the issuance, the Company’s total share capital increased to RMB183.4355 million.By the approval of CSRC in June 1998, the Company issued 120 million RMB ordinary shares (A-share) atShenzhen Stock Exchange through on-line pricing and issuing. After the issuance, the total share capital of theCompany amounted to RMB 303.4355 million.In the middle of 1999, deliberated and approved by the Board and Shareholders’ General Meeting, the Companyimplemented the plan of granting 3 bonus shares for each 10 shares. After that, the total share capital of theCompany amounted to RMB 394.46615 million, of which state-owned shares amounted to RMB 120.16615million, public corporate shares RMB 10.4 million, foreign-funded shares (B-share) RMB 88.40 million, RMBordinary shares (A-share) RMB 156 million and inner employee shares RMB 19.5 million.In the year 2000, by the approval of the CSRC and based upon the total share capital of 303.4355 million sharesafter the issuance of A-share in June 1998, the Company allotted 3 shares for each 10 shares, with a price of RMB10 for each allotted share. Actually 41.9 million shares was allotted, and the total share capital after the allotmentincreased to RMB 436.36615 million, of which state-owned corporate shares amounted to RMB 121.56615million, public corporate shares RMB 10.4 million, foreign-funded shares (B-share) RMB 88.4 million and RMBordinary shares (A-share) RMB 216 million.In April 2005, Board of Directors of the Company has examined and approved 2004 Profit Pre-distribution Plan,and examined and approved by 2004 Shareholders’ General Meeting , the Company distributed 3 shares for each10 shares to the whole shareholders totaling to 130,909,845 shares in 2005.According to the Share Merger Reform Scheme of the Company that passed by related shareholders’ meeting ofShare Merger Reform and SGZF [2006] No.61 Reply on Questions about State-owned Equity Management inShare Merger Reform of Weifu High-Technology Co., Ltd. issued by State-owned Assets Supervision &Administration Commission of Jiangsu Province, the Weifu Group etc. 8 non-circulating shareholders arrangedpricing with granting 1.7 shares for each 10 shares to circulating A-share shareholders (totally granted 47,736,000shares), so as to realize the originally non-circulating shares can be traded on market when satisfied certainconditions, the scheme has been implemented on April 5, 2006.On 27 May 2009, Weifu Group satisfied the consideration arrangement by dispatching 0.5 shares for each 10shares based on the number of circulating A shares as prior to Share Merger Reform, according to the aforesaidShare Merger Reform, with an aggregate of 14,039,979 shares dispatched. Subsequent to implementation ofdispatch of consideration shares, Weifu Group then held 100,021,999 shares of the Company, representing17.63% of the total share capital of the Company.Pursuant to the document (XGZQ(2009)No.46) about ―Approval for Merger of Wuxi Weifu Group Co., Ltd. byWuxi Industry Development Group Co., Ltd.‖ issued by the State-owned Assets Supervision and AdministrationCommission of Wuxi City Government, Wuxi Industry Development Group Co., Ltd. (hereinafter referred to asWuxi Industry Group) acquired Weifu Group. After the merger, Weifu Group was then revoked, and its assets andcredits & debts were transferred to be under the name of Wuxi Industry Group. Accordingly, Wuxi IndustryGroup became the first largest shareholder of the Company since then.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文In accordance with the resolutions of shareholders' meeting and provisions of amended constitution, and approvedby [2012] No. 109 document of China Securities Regulatory Commission, in Feb., the Company issued RMBordinary shares (A-share) of 112,858,000 shares to Wuxi Industry Groups and overseas strategic investor,ROBERT BOSCH GMBH (hereinafter referred to as Germany BOSCH), face value was RMB 1 Yuan per share,added registered capital of RMB112,858,000 Yuan , and the registered capital after change was RMB680,133,995 Yuan. Wuxi Industry Group is the first majority shareholder of the Company, and Germany BOSCHis the second majority shareholder of the Company.In March 2013, the profit distribution replan for year of 2012 was deliberated and approved by the Board, and alsopassed in Annual General Meeting 2012 of the Company in May 2013. On basis of total share capital 680,133,995shares, distribute 5-share for every 10 shares held by whole shareholders, 340,066,997 shares in total aredistributed. Total share captial of the Company amounting RMB 1,020,200,992 up to 31 December 2013.2. Registered place, organization structure and head office of the CompanyRegistered place and head office of the Company: Wuxi, JiangsuThe Company sets up Shareholders’ General Meeting, the Board of Directors and the Supe rvisory Committee.The Company sets up Administration Department, Engineering Technology Research Institution, HumanResources Department, Office of the Board, Risk Management Department, Information Systems Department,Market & Strategy Plan Department, Party-masses Security Department, Finance Control Department, ProjectPurchase Department, MS Business Segment, AC Business Segment, and subsidiaries such as Wuxi Weifu LeaderCatalytic Converter Co., Ltd. (referred to as Weifu Leader), Nanjing Weifu Jinning Co., Ltd. (referred to as WeifuJinning), and Wuxi Weifu Automotive Diesel System Co., Ltd. (referred to as Weifu Diesel System).3. Business nature and major operation activities of the CompanyOperation scope of parent company: manufacture of engine fuel oil system products, fuel oil system testers andequipments; sales of energy-oriented machinery, hardware & electric materials, chemical products and rawmaterials (other than chemical dangerous). Auto spare parts, autos (other than autos under-9 seats); repair ofengine, technological development and consultancy service of machinery industry; import and export business inrespect of diversified commodities and technologies (other than those commodities and technologies limited orforbidden by the State for import and export) by self-operation and works as agent for such businessMajor subsidiaries respectively activate in production and sales of engine accessories, auto spare parts, mufflers,and purifiers.4. Relevant party offering approval reporting of financial statements and date thereofFinancial statements of the Company were approved by the Board of Directors for reporting dated 21 April2015.5.Scope of consolidate financial statement
Subsidiary Shareholding Proportion of Registered Business scope Statement
ratio (%) votes (%) capital (in 10 consolidate
thousand (Y/N)
Yuan)
Nanjing Weifu Jinning Co., Ltd. (referred to as ―Weifu 80.00 80.00 34,628.70 Internal-combustio
Jinning‖) n engine and Y
accessories
Wuxi Weifu Leader Catalytic Converter Co., Ltd. (referred to 94.81 94.81 50,259.63 Purifier and
Y
as ―Weifu Leader‖) muffler
Weifu Mashan Pump Glib Co., Ltd. (referred to as ―Weifu 100.00 100.00 4,500 Internal-combustio
Mashan‖) n engine and Y
accessories
Wuxi Weifu Chang’an Co., Ltd. (referred to as ―Weifu 100.00 100.00 6,000 Internal-combustio
Chang’an‖) n engine and Y
accessories
Jiangsu Weifu Nano Technology Co., Ltd. (referred to as 80.00 80.00 3,000 Nanometer [Note
―Weifu Nano‖) material 1]
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Wuxi Weifu Automotive Diesel System Co., Ltd. (referred to 100.00 100.00 30,000 Internal-combustio
as ―Weifu Diesel System‖) n engine and Y
accessories
Wuxi Weifu International Trade Co. Ltd. (referred to as 100.00 100.00 3,000 International trade
Y―Weifu International Trade‖)
Wuxi Weifu ITM Supercharging Technique Co., Ltd. 100.00 100.00 16,000 Internal-combustio
(referred to as ―Weifu ITM ‖) n engine and Y
accessories
Wuxi Weifu Schmidt Power System Spare Parts Co., Ltd. 66.00 66.00 4,800 Internal-combustio
(referred to as ―Weifu Schmidt‖) n engine and Y
accessories
Ningbo Weifu Tianli Supercharging Technique Co., Ltd. 51.00 51.00 10,469 Internal-combustio
(referred to as ―Weifu Tianli‖) n engine and Y
accessories
Chaoyang Weifu Jialin Machinery Manufacture Co., Ltd. 51.00 51.00 800 Internal-combustio
(referred to as ―Weifu Jialin ‖) [Note
n engine and
accessories 2]
Anhui Weifu Tianshi Machinery Co., Ltd. (referred to as 52.00 52.00 1,000 Internal-combustio
―Weifu Tianshi‖) n engine and Y
accessories
Kunming Xitong Machinery Co., Ltd. (referred to as 70.00 70.00 400 Internal-combustio
―Kunming Xitong ‖) n engine and Y
accessories
Wuxi Weifu-Autocam Fine Machinery Co. Ltd. (referred to 51.00 51.00 USD1,510 Auto parts
Yas ―Weifu Autocam‖)[Note 1]Weifu Nano: cancel in February 2014, the profit statement and cash flow statement from period-begin to date of thecancelled included in consolidated statement for the Period;[Note 2] Weifu Jialin: cancel in April 2014, the profit statement and cash flow statement from period-begin to date of the cancelledincluded in consolidated statement for the PeriodIV. Basis of preparation of financial statements1. Preparation baseThe financial statement were stated in compliance with Accounting Standard for Business Enterprises –BasicNorms issued by Ministry of Finance, the specific 41 accounting rules revised and issued dated 15 February 2006and later, the Application Instruments of Accounting Standards and interpretation on Accounting standards andother relevant regulations (together as ―Accounting Standards for Business Enterprise‖), as well as theCompilation Rules for Information Disclosure by Companies Offering Securities to the Public No.15 – GeneralProvision of Financial Report (Amended in 2014) issued by CSRC in respect of the actual transactions andproceedings, on a basis of ongoing operation.In line with relevant regulations of Accounting Standards of Business Enterprise, accounting of the Company inon accrual basis. Except for certain financial instruments, the financial statement measured on historical cost.Assets have impairment been found, corresponding depreciation reserves shall accural according to relevantrelues.2. Going concernThe Company comprehensively assessed the available information, there are no obvious factors that imapctsustainable operation ability of the Company within 12 months since end of the reporting periodV. Major Accounting Policies and EstimationSpecific accounting policies and estimation attention:The Company and its subsidiaries are mainly engaged in the manufature and sales of engine fuel oil system
无锡威孚高科技集团股份有限公司 2014 年年度报告全文products, Auto spare parts, mufflers and purifiers etc., in line with the real operational characteristics and relevantaccounting standards, many specific accounting policies and estimation have been formulated for the transactionsand events with revenue recognized concerned. As for the explanation on major accounting judgment andestimation, found more in 29 .Other ―major accounting judgment and estimation‖1. Statement on observation of Accounting Standard for Business EnterprisesFinancial statements prepared by the Company were in accordance with requirements of Accounting Standard forBusiness Enterprises, which truly and completely reflected the financial information of the Company dated 31December 2014, such as financial position, operation achievements and cash flow for the year of 2014.2. Accounting periodAccounting period of the Company consist of annual and mid-term, mid-term refers to the reporting period shorterthan one annual accounting year. The company adopts Gregorian calendar as accounting pe riod, namely form each1 January to 31 December.3. Business cyclesNormal business cycle is the period from purchasing assets used for process by the Company to the cash and cashequivalent achieved. The Company’s normal business cycle was one-year (12 months)4. Recording currencyThe Company’s reporting currency is the RMB Yuan.5. Accounting Treatment Method for Business CombinationsBusiness combination is the transaction or events that two or two above independent enterprises combined as areporting entity. Business combination including enterprise combined under the same control and businesscombined under different control.(1) The business combination under the same controlEnterprise combination under the same control is the enterprise who take part in the combination are have thesame ultimate controller or under the same controller, the control is not temporary. The assets and liabilityacquired by combining party are measured by book value of the combined party on combination date. Bal ance ofnet assets’s book value acquired by combining party and combine consideration paid (or total book value of theshares issued), shall adjusted capital reserve (share premium); if the capital reserves (share premium) is notenough for deducted, adjusted for retained earnings. Vary directly expenses occurred for enterprise combination,the combining party shall reckoned into current gains/losses while occurring. Combination day is the date whencombining party obtained controlling rights from the combined party.(2) Combine not under the same controlA business combination not involving entities under common control is a business combination in which all of thecombining entities are not ultimately controlled by the same party or parties both before and after the combination.As a purchaser, fair value of the assets (equity of acquiree held before the date of purchasing included) forpurchasing controlling right from the actuiree, the liability occurred or undertake on purchasing date less the fairvalue of identifiable net assets of the acuquiree obtained in combination, recognized as goodwill if the results ispositive; if the number is negative, the acquirer shall firstly review the measurement of the fair value of theidentifiable assets obtained, liabilities incurred and contingent liabilities incurred, as well as the combination costs.after that, if the combination costs are still lower than the fair value of the identifiable net assets obtained, theacquirer shall recognize the difference as the profit or loss in the current period. Other directlry expenses cost forcombination shall be reckoned into current gains/losses. Difference of the fair value of assets paid and its bookvalues, reckoned into current gains/losses. On purchasing date, the identifiable assets, liability or contigency ofthe acquiree obtained by the Company recognized by fair value, that required identification conditions;Acquisition date refers to the date on which the acquirer effectively obtains control of the acquiree.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文6. Preparation method for consolidated financial statement(1) Recognition principle of consolidated scopeOn basis of the financial statement of the parent company and owned subsidiaries, preparted consolidatedstatement in line with relvevant information. The scope of consolidation of consolidated financial statements isascertained on the basis of effective control. Once certain elements involved in the above definition of controlchange due to changes of relevant facts or circumstances, the Company will make separate assessment.(2) Basis of controlControl is the right to govern an investee so as to obtain variable return through participating in the investee’srelevant activities and the ability to affect such return by use of the aforesaid right over the investee. Relevantactivites refers to the activites have major influence on return of the investee’s.(3) Consolidation processSubsidiaries are consolidated from the date on which the company obtains their actual control, and aredeconsolidated from the date that such control ceases. All significant inter-group balances, investment,transactions and unrealized profits are eliminated in the consolidated financial statements. For subsidiaries beingdisposed, the operating results and cash flows prior to the date of disposal are included in the consolidated incomestatement and consolidated cash flow statement; for subsidiaries disposed during the period, the opening balancesof the consolidated balance sheet would not be restated. For subsidiaries acquired from a business combinationnot under common control, their operating results and cash flows subsequent to the acquisition date are includedin the consolidated income statement and consolidated cash flow statement, and the opening balances andcomparative figures of the consolidated balance sheet would not be restated. For subsidiaries acquired from abusiness combination under common control, their operating results and cash flows from the date ofcommencement of the accounting period in which the combination occurred to the date of combination areincluded in the consolidated income statement and consolidated cash flow statement, and the comparative figuresof the consolidated balance sheet would be restated.In preparing the consolidated financial statements, where the accounting policies or the accounting periods areinconsistent between the company and subsidiaries, the financial statements of subsidiaries are adjusted inaccordance with the accounting policies and accounting period of the company.Concerning the subsidiary obtained under combination with different control, adjusted several financial statementof the subsidiary based on the fair value of recognizable net assets on purchased day while financial statementconsolidation; concerning the subsidiary obtained under combination with same control, considered current statusof being control by ultimate controller for consolidation while financial statement consolidation.The unrealized gains and losses from the internal transactions occurred in the assets the Company sold to thesubsidiaries fully offset "the net profit attributable to the owners of the parent company". The unrealized gains andlosses from the internal transactions occurred in the assets the subsidiaries sold to the Company are distributed andoffset between "the net profit attributable to the owners of the parent company" and "minority interest" accordingto the distribution ratio of the Company to the subsidiary. The unrealized gains and losses from the internaltransactions occurred in the assets sold among the subsidiaries are distributed and offset between "the net profitattributable to the owners of the parent company" and "minority interest" according to the distribution ratio of theCompany to the subsidiary of the seller.The share of the subsidiary’s ownership interest not attributable to the Company is listed as ―minority interest‖item under the ownership interest in the consolidated balance sheet. The share of the subsidiary’s current profit orloss attributable to the minority interests is listed as "minority interest" item under the net profit item in theconsolidated income statement. The share of the subsidiary’s current consolidated income attributable to theminority interests is listed as the ―total consolidated income attributable to the minority shareholders‖ item underthe total consolidated income item in the consolidated income statement. If there are minority shareholders, addthe "minority interests" item in the consolidated statement of change in equity to reflect the changes of theminority interests. If the losses of the current period shared by a subsidiary’s minority shareholders exceed theshare that the minority shareholders hold in the subsidiary ownership interest in the beginning of the period, thebalance still charges against the minority interests.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文When the control over a subsidiary is ceased due to disposal of a portion of an interest in a subsidiary, the fairvalue of the remaining equity interest is re-measured on the date when the control ceased. The difference betweenthe sum of the consideration received from disposal of equity interest and the fair value of the remaining equityinterest, less the net assets attributable to the company since the acquisition date, is recognized as the investmentincome from the loss of control. Other comprehensive income relating to original equity investment insubsidiaries shall be treated on the same basis as if the relevant assets or liabilities were disposed of by theacquiree directly when the control is lost, namely be transferred to current investment income other than therelevant part of the movement arising from re-measuring net liabilities or net assets under defined benefit schemeby the original subsidiary. Subsequent measurement of the remaining equity interests shall be in accordance withrelevant accounting standards such as ―Accounting Standards for business Enterprises 2 – Long-term EquityInvestments‖ or ―Accounting Standards for business Enterprises 22 – Financial Instruments Recognition andMeasurement‖.The company shall determine whether loss of control arising from disposal in a series of transactions should beregarded as a bundle of transactions. When the economic effects and terms and conditions of the disposaltransactions met one or more of the following situations, the transactions shall normally be accounted for as abundle of transactions:①The transactions are entered into after considering the mutual consequences of each individual transaction;② The transactions need to be considered as a whole in order to achieve a deal in commercial sense;③The occurrence of an individual transaction depends on the occurrence of one or more individual transactions inthe series;④ The result of an individual transaction is not economical, but it would be economical after taking into accountof other transactions in the series. When the transactions are not regarded as a bundle of transactions, theindividual transactions shall be accounted as ―disposal of a portion of an interest in a subsidiary which does notlead to loss of control‖ and ―disposal of a portion of an interest in a subsidiary which lead to loss of control‖.When the transactions are regarded as a bundle of transactions, the transactions shall be accounted as a singledisposal transaction; however, the difference between the consideration received from disposal and the share ofnet assets disposed in each individual transactions before loss of control shall be recognized as othercomprehensive income, and reclassified as profit or loss arising from the loss of control when control is lost.7. Joint arrangement classification and accounting treatment for joint operationsIn accordance with the Company’s rights and obligation under a joint arrangement, the Company classifies jointarrangements into: joint ventures and joint operations.(1) Recognize the assets held solely by the Company, and recognize assets held jointly by the Company inappropriation to the share of the Company;(2) Recognize the obligations assumed solely by the Company, and recognize obligations assumed jointly by theCompany in appropriation to the share of the Company;(3) recognize revenue from disposal of the share of joint operations of the Company;(4) recognize fees solely occurred by Company;(5) recognize fees from joint operations in appropriation to the share of the Company.8. Determining standards for cash and cash equivalentCash refers to stock cash, savings available for paid at any time; cash and cash equivalent refers to the cash heldby the Company with short terms(expired within 3 months since purchased), and liquid and easy to transfer asknown amount and investment with minor variation in risks.9. Foreign currency business and conversionThe occurred foreign currency transactions are converted into the recording currency in accordance with themiddle rate of the market exchange rate published by the People's Bank of China on the transaction date. Thereinto,the occurred foreign currency exchange or transactions involved in the foreign currency exchange are converted inaccordance with the actual exchange rate in the transactions.At the balance sheet date, the account balance of the foreign currency monetary assets and liabilities is converted
无锡威孚高科技集团股份有限公司 2014 年年度报告全文into the recording currency amount in accordance with the middle rate of the market exchange rate published bythe People's Bank of China on the transaction date. The balance between the recording currency amount convertedaccording to exchange rate at the balance sheet date and the original recording currency amount is disposed as theexchange gains or losses. Thereinto, the exchange gains or losses occurred in the foreign currency loans related tothe purchase and construction of fixed assets are disposed according to the principle of capitalization of borrowingcosts; the exchange gains and losses occurred during the start-up are included in the start-up costs; the rest isincluded in the current financial expenses.At the balance sheet date, the foreign currency non-monetary items measured with the historical costs are convertedin accordance with the middle rate of the market exchange rate published by the People's Bank of China on thetransaction date without changing its original recording currency amount; the foreign currency non-monetary itemsmeasured with the fair value are converted in accordance with the middle rate of the market exchange ratepublished by the People's Bank of China on the fair value date, and the generated exchange gains and losses areincluded in the current profits and losses as the gains and losses from changes in fair value.The following displays the methods for translating financial statements involving foreign operations into thestatements in RMB: The asset and liability items in the balance sheets for overseas operations are translated at thespot exchange rates on the balance sheet date. Among the owners’ equity items, the items other than―undistributed profits‖ are translated at the spot exchange rates of the transaction dates. The income and expenseitems in the income statements of overseas operations are translated at the average exchange rates of thetransaction dates. The exchange difference arising from the above mentioned translation are recognized in othercomprehensive income and is shown separately under owner’ equity in the balance sheet; such exchangedifference will be reclassified to profit or loss in current year when the foreign operation is disposed according tothe proportion of disposal.The cash flows of overseas operations are translated at the average exchange rates on the dates of the cash flows.The effect of exchange rate changes on cash is presented separately in the cash flow statement.10. Financial instrumentFinancial instrument is the contract that taken shape of the financial asses for an enteprises and of the financialliability or equity instrument for other units.(1) Classification and measurment on financial assets and financial liabilityIn terms of investment purposes and economic natures, the Company divides its financial assets into financialassets( with its variation of fair value reckoned into current gains/losses), financial assets available for sale,account receivables and held-to-maturity investments, among which, transactional financial asset is measured atfair value and movement of its fair value is recorded in current gains and losses; financial asset available for saleis measured at fair value and movement of its fair value is recorded in owners’ equity; account receivables andheld-to-maturity investments are measured at amortized cost.In terms of economic nature, the Company divides its financial liabilities into two groups, namely financialliabilities at fair value through gains and losses and other financial liabilities at amortized cost.(2) Determination of fair values for financial assets and financial liabilitiesThe fair value refers to the price that will be received when selling an asset or the price to be paid to transfer aliability in an orderly transaction between market participants on the date of measurement. Financial instrumentsexist in an active market. Fair value is determined based on the quoted price in such market. An active marketrefers to where pricing is easily and regularly obtained from exchanges, brokers, industrial organizations and pricefixing service organizations, representing the actual price of a market transaction that takes place in a fair deal.While financial instruments do not exist in an active market, the fair value is determined using valuationtechniques. Valuation technologies include reference to be familiar with situation and prices reached in recentmarket transactions entered into by both willing parties, reference to present fair values of similar other financialinstruments, cash flow discounting method and option pricing models.As for the equty investment of the investee held by the Company, which has no controlling rights, commoncontrol or significant influence (that is under the major influence), has no quota in an active market and the fairvalue can not be measure reasonably, than divided into financial assets available for sale and measured by cost.(3) Recognition basis and measurement for transfer of financial assetsThat the Company grants or delivers financial assets to party other than the issuer of such financial assets equals
无锡威孚高科技集团股份有限公司 2014 年年度报告全文transfer of financial assets. Financial assets transferred could be the entire or part of such financial assets. Twoforms are listed as follows:①Transfer of right for collecting cash flow of financial assets to another party;②Transfer financial assets to another party, while the aforementioned right is retained, with obligation of payingsuch cash flow to final collectorIn the even that the Company has transferred almost all risks and remunerations arising from ownership of all orpart financial assets to another party, accordingly, recognition for such entire or part financial assets shall beceased. Gains and losses are determined by the received consideration less the carrying value of the transferredfinancial assets. Meanwhile, the original accumulated gains or losses of financial assets recognized in the owners’equity shall transferred to gains and losses; when all risks and remunerations attached to ownership are retained,recognition for such entire or part financial assets shall continue, and the consideration received shall be viewed asfinancial liabilities.As for the financial assets which the Company has neither transferred nor retained all risks and remunerationsattached to ownership of such financial assets, while control upon such financial assets still exists, recognitionshall be conducted in light of the degree of its continuous involvement in the transferred financial assets.Accordingly, relevant liabilities shall be recognized.(4) Recognition for termination of financial assets and liabilityUpon satisfaction of one of the following condition, financial assets will immediately experience discontinuedrecognition:①Right entitled by contract in respect of collection of cash flow from such financial asset terminates.②Such financial assets have been transferred and meet discontinued recognition condition for financial assets asregulated by Accounting Standard for Enterprise No.23-Transfer of Financial Assets.Only when present obligations under financial liability have been released entirely or partly, could ceaserecognition of such financial liability or part thereof.(5) Impairment of fianncial assetsThe Company conducts inspection on carrying values of financial assets, except for transactional financial assets,as at balance sheet date. If there is objective evidence indicating that impairment has happened to financial assets,impairment reserve then shall be provided. Financial asset with great amount in single item is subject to separateimpairment test. In case of any objective evidence indicating that impairment has happened to such financial asset,impairment loss shall be recognized and recorded in current gains and losses. As for the financial assets with nogreat amount in single item and those which prove to be not impaired after separate test, the Company willconduct impairment test on basis of credit portfolio which is determined in light of customers’ credit records andhistorical bad debts, so as to recognize impairment loss.Objective evidence indicating impairment happens to financial assets means the proceedings meeting the threecharacteristics: actually occurred subsequent to initial recognition of such financial assets, bring influence over theestimated future cash flow of such financial assets, and such influence could be reliably measured by theCompany.The followings are included in objective evidences indicating impairment happens to financial assets:①Serious financial difficulty happens to issuer or debtor;② Breach of terms of contract by debtor, such as breach or overdue in repaying interest or principal;③Creditor makes concession for debtors who experience financial trouble in light of consideration for economyor laws;④Debtor is very likely to experience bankrupt or financial reorganization;⑤ Financial assets are not able to be traded in active market since material financial difficulty happens to issuer;⑥ It is unable to judge whether cash flow from certain asset in a group of financial assets has decreased, while itis finally found that the estimated future cash flow of such financial asset has actually decreased since its initialrecognition and the decrease can be reliably measured by reference to the general valuation based on open data.For example, payment capacity of debtor of such financial assets portfolio gradually worsens, or unemployment incountry or region where the debtor locates risen, price of guaranty falls greatly in the place where it locate, and theindustry in which it belongs to is unpromising;⑦Material negative changes happen to technologies, markets, economy or law environment in which debtoroperates, which leads to that equity instrument investor is not likely to be able to recover investment cost;⑧Fair value of equity instrument investment experiences severe or non-temporary falling;
无锡威孚高科技集团股份有限公司 2014 年年度报告全文⑨ Other objective evidence indicating impairment happens to financial assets.In the event of impairment in financial asset at amortized cost, impairment loss is calculated based on thedifference between carrying value and present value of estimated future cash flow discounted at effective interestrate.After impairment loss is recognized for financial asset at amortized cost, if there is objective evidence indicatingvalue of such financial asset has recovered, which is objectively related to proceedings occurred after recognitionof such loss, the original impairment loss shall be reversed and recorded in current gains and losses. However, thecarrying value subsequent to such reversal shall not exceed the amortized cost of such financial asset as at thereversal date on assumption that such impairment loss had not been provided.Impairment of available-for-sale financial assets: in the event that decline in fair value of the available-for-saleequity instrument is regarded as ―severe decline‖ or ―non-temporary decline‖ on the basis of comprehensiverelated factors, it indicates that there is impairment loss of the available-for-sale equity instrument. In particular,―severe decline‖ refers to fair value is lower than 50% of the cost price and last for over one year.―Non-temporary decline‖ refers to fair value fell for over 6-month sessions.When the available-for-sale financial assets impair, the accumulated loss originally included in the othercomprehensive income arising from the decrease in fair value was transferred out from the capital reserve andincluded in the profit or loss for the period. The accumulated loss that transferred out from the capital reserve isthe balance of the acquired initial cost of asset, after deduction of the principal recovered, amortized amounts,current fair value and the impairment loss originally included in the profit or loss. After recognition of theimpairment loss, if there is objective evidence showing recovery in value of such financial assets impaired andwhich is related to any event occurring after such recognition in subsequent periods, the impairment lossoriginally recognized shall be reversed. The impairment loss reversal of the available-for-sale equity instrumentwill be recognized as other comprehensive income, and the impairment loss reversal of the available-for-sale debtinstrument will be included in the profit or loss for the period.When an equity investment that is not quoted in an active market and the fair value of which cannot be measuredreliably, or the impairment loss of a derivative financial asset linked to the equity instrument that shall be settledby delivery of that equity instrument, then it will not be reversed.11. Account Receivable(1) Account Receivable withdrawal on single significant amount and with bad debt provision accrued forsingle item
Determine basis or amount standards for single The Company’s account receivables with above RMB 1 million in single item is
significant amount defined as account receivables with significant amount in single item.
Withdrawal method for account with single In line with the difference of present value of future cash flow lower its book
significant amount and withdrawal single item value, carried out impairment test independently and withdrawal the bad debt
bad debt provision reserves(2) Receivables with bad debt provision accrual by credit portfolio
Combination Bad debt provision accrualClassify to many combination based on credit portfolio for those receivables with minor accountsingly and those with major amount but has no impairment been found after testing independelty;
Age analysis methodbase on the actual loss ratio of the receivables of previous years, with same or similar creditportfolio, and combining actual condition accrual bad debt reservesIn combination, accounts whose bad debts provision was accrued by age analysis:√ Applicable □ Not applicable
无锡威孚高科技集团股份有限公司 2014 年年度报告全文
Account age Rate for receivables Rate for other receivables
Within 1 year (one year included) 10.00% 10.00%Within 6 months
6 months to 1 year 10.00% 10.00%
1-2 years 20.00% 20.00%
2-3 years 40.00% 40.00%
Over 3 years 100.00% 100.00%
3-4 years 100.00% 100.00%
4-5 years 100.00% 100.00%
Over 5 years 100.00% 100.00%In combination, withdrawal proportion of bad debt provision based on balance proportion□ Applicable √ Not applicableIn combination, withdrawal proportion of bad debt provision based on other methods:□ Applicable √ Not applicable(3) Account receivable with minor single amount but with withdrawal bad debt provision for single item:
Reasons for withdrawal single item bad The present value of future cash flow has major difference with the receivable group’s
debt provision present value of future cash flow
Carried out impairment test independently, accrual bad debt reserves according to theWithdrawal method for bad debt provision
difference of present value of future cash flow lower its book value12. Inventories(1)Classification of inventoriesThe Company’s inventories are categorized into stock materials, product in process and stock goods etc.(2)Pricing for delivered inventoriesA. Generally, stock materials are calculated at planned cost. Material cost difference is individually set accordingto classification of grant types. Pursuant to the difference between the planned cost of the received or deliveredraw materials and the material cost the aforesaid cost should share after carrying forward at period-end, theCompany adjusts the planned cost to effective cost; finished products are priced at effective costs, and carriedforward to operating cost by weighted average method when being delivered;B. Products in process are priced at effective costs, and carried forward to finished products at actually occurredcost;C. Finished self-produced products are priced at effective costs, and carried forward to operating cost by weightedaverage method; external purchase goods (from import and export trades) are carried forward to sales cost byindividual pricing method.(3)Recognition evidence for net realizable value of inventories and withdrawal method for inventory impairmentprovisionInventories as at period-end are priced at the lower of costs and net realizable values; at period end, on the basis ofoverall clearance about inventories, inventory impairment provision is withdrew for uncollectible part of costs ofinventories which result from destroy of inventories, out-of-time of all and part inventories, or sales pricelowering than cost. Inventory impairment provision for stock goods and quantity of raw materials is subject to thedifference between costs of single inventory item over its net realizable value. As for other raw materials withlarge quantity and comparatively low unit prices, inventory impairment provision is withdrawn pursuant tocategories.As for finished goods, commodities and materials available for direct sales, their net realizable values aredetermined by their estimated selling prices less estimated sales expenses and relevant taxes. For materialinventories held for purpose of production, their net realizable values are determined by the estimated sellingprices of finished products less estimated costs, estimated sales expenses and relevant taxes accumulated tillcompletion of production. As for inventories held for implementation of sales contracts or service contracts, theirnet realizable values are calculated on the basis of contract prices. In the event that inventories held by a companyexceed order amount as agreed in sales contracts, net realizable values of the surplus part are calculated on thebasis of normal sale price.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文(4) Inventory systemPerpetual Inventory System is adopted by the Company and takes a physical inventory.(5) Amortization of low-value consumables and wrappage①Low-value consumablesThe Company adopts one-off amortization method to amortize the low-value consumables.②WrappageThe Company adopts one-off amortization method to amortize the wrappage at the time of receipt.13. Classified as assets held for saleThe Company’s component(or non-current asset) will recogniz as held-for-sale while satisfied the followedconditions simultaneously: the component can be promptly sold at its existing status only according to the practiceterms in connection with disposal of this kind of assets; the Company has already made resolution on disposal ofsuch component, such as approved by shareholders in line with regulations, have already approved by generalmeeting or relevant authority; the Company entered into irrevocable transfer agreement with the transferee; andthis transfer will be completed within one year.Book value of the assets held-for-sale shall be adjusted on recoverable amounts (no more than the original bookvalue while qualify held-for-sale conditions), the execee parts from original book value and recoverable amountsafter adjusted shall considered as assets impairment loss reckoned into current gains/losses. Held-for-sale fixedassets and intangible assets would be not applicable to depreciation or amortization, and would be measured at thelower of its carrying value less disposal cost and fair value less disposal cost.If classified as held for sale no longer meets the recognition condition as non-current asset held for sale ordisposal group, the Company will cease such recognition and measure the asset at the lower of(1)the carrying value of the asset or disposal group prior to being classified as held for sale, based on the amountadjusted with the depreciation, amortization or impairment which should have been recognized assuming it hadnot been classified as held for sale;(2)the recoverable amount on the date when the Company decides to cease disposal.14. Long-term equity investmentLong-term equity investments refer to long-term equity investments in which the Company has control, jointcontrol or significant influence over the investee. Long-term equity investment without control or joint control orsignificant influence of the Group is accounted for as available-for-sale financial assets or financial assetsmeasured at fair value with any change in fair value charged to profit or loss.(1) Determination of initial investment costInvestment costs of the long-term equity investment are recongized by the follow according to different way ofacquirement:①For a long-term equity investment acquired through a business combination involving enterprises undercommon control, the initial investment cost of the long-term equity investment shall be the absorbing party’sshare of the carrying amount of the owner’s equity under the consolidated financial statements of the ultimatecontrolling party on the date of combination. The difference between the initial cost of the long-term equityinvestment and the cash paid, non-cash assets transferred as well as the book value of the debts borne by theabsorbing party shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retainedearnings shall be adjusted. If the consideration of the merger is satisfied by issue of equity securities, the initialinvestment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount ofthe owner’s equity under the consolidated financial statements of the ultimate controlling party on the date ofcombination. With the total face value of the shares issued as share capital, the difference between the initial costof the long-term equity investment and total face value of the shares issued shall be used to offset against thecapital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. (For businesscombination resulted in an enterprise under common control by acquiring equity of the absorbing party undercommon control through a stage-up approach with several transactions, these transactions will be judged whetherthey shall be treat as ―transactions in a basket‖. If they belong to ―transactions in a basket‖, these transactions willbe accounted for a transaction in obtaining control. If they are not belong to ―transactions in a basket‖, the initialinvestment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount ofthe owner’s equity under the consolidated financial statements of the ultimate controlling party on the date of
无锡威孚高科技集团股份有限公司 2014 年年度报告全文combination. The difference between the initial cost of the long-term equity investment and the aggregate of thecarrying amount of the long-term equity investment before merging and the carrying amount the additionalconsideration paid for further share acquisition on the date of combination shall offset against the capital reserve.If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. Other comprehensive incomerecognized as a result of the previously held equity investment accounted for using equity method on the date ofcombination or recognized for available-for-sale financial assets will not be accounted for.)②For a long-term equity investment acquired through a business combination involving enterprises not undercommon control, the initial investment cost of the long-term equity investment shall be the cost of combination onthe date of acquisition. Cost of combination includes the aggregate fair value of assets paid by the acquirer,liabilities incurred or borne and equity securities issued. (For business combination resulted in an enterprise notunder common control by acquiring equity of the acquire under common control through a stage-up approach withseveral transactions, these transactions will be judged whether they shall be treat as ―transactions in a basket‖. Ifthey belong to ―transactions in a basket‖, these transactions will be accounted for a transaction in obtainingcontrol. If they are not belong to ―transactions in a basket‖, the initial investment cost of the long-term equityinvestment accounted for using cost method shall be the aggregate of the carrying amount of equity investmentpreviously held by the acquire and the additional investment cost. For previously held equity accounted for usingequity method, relevant other comprehensive income will not be accounted for. For previously held equityinvestment classified as available-for-sale financial asset, the difference between its fair value and carryingamount, as well as the accumulated movement in fair value previously included in the other comprehensiveincome shall be transferred to profit or loss for the current period.) plus the combination cost measured by costswhcih have directly connection with acquirsition are considered as innital investment cost of such long-termequity investment. Realizable assets and liabilities undertaken by such assets (including contingent liabilities) ofthe party being combined as at the combination date are all measured at fair values, without consideration toamount of minority interests. The surplus of combination cost less fair value net realizable assets of the partybeing combined is recorded as goodwill, and the deficit is directly recognized in the consolidated statement ofgains and losses.③Long-term investments obtained through other ways:A. Initial investment cost of long-term equity investment obtained through cash payment is determined accordingto actual payment for purchase;B. Initial investment cost of long-term equity investment obtained through issuance of equity securities isdetermined at fair value of such securities;C. Initial investment cost of long-term equity investment (exchanged-in) obtained through exchange withnon-monetary assets, which is of commercial nature, is determined at fair value of the assets exchanged-out;otherwise determined at carrying value of the assets exchanged-out if it is not of commercial nature;D. Initial investment cost of long-term equity investment obtained through debt reorganization is determined atfair value of such investment.(2) Subsequent measurement on long-term equity investment①Presented controlling ability on investee, the investment shall used cost method for measurement.②Long-term equity investments with joint control (excluding those constitute joint ventures) or significantinfluence on the investee are accounted for using equity method.Under the equity method, where the initial investment cost of a long-term equity investment exceeds theinvestor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, no adjustmentshall be made to the initial investment cost. Where the initial investment cost is less than the investor’s interest inthe fair value of the investee’s identifiable net assets at the acquisition date, the difference shall be charged toprofit or loss for the current period, and the cost of the long term equity investment shall be adjusted accordingly.Under the equity method, investment gain and other comprehensive income shall be recognized based on theGroup’s share of the net profits or losses and other comprehensive income made by the investee, respectively.Meanwhile, the carrying amount of long-term equity investment shall be adjusted. The carrying amount oflong-term equity investment shall be reduced based on the Group’s share of profit or cash dividend distributed bythe investee. In respect of the other movement of net profit or loss, other comprehensive income and profitdistribution of investee, the carrying value of long-term equity investment shall be adjusted and included in thecapital reserves. The Group shall recognize its share of the investee’s net profits or losses based on the fair valuesof the investee’s individual separately identifiable assets at the time of acquisition, after making appropriateadjustments thereto. In the event of inconformity between the accounting policies and accounting periods of the
无锡威孚高科技集团股份有限公司 2014 年年度报告全文investee and the Company, the financial statements of the investee shall be adjusted in conformity with theaccounting policies and accounting periods of the Company. Investment gain and other comprehensive incomeshall be recognized accordingly. In respect of the transactions between the Group and its associates and jointventures in which the assets disposed of or sold are not classified as operation, the share of unrealized gain or lossarising from inter-group transactions shall be eliminated by the portion attributable to the Company. Investmentgain shall be recognized accordingly. However, any unrealized loss arising from inter-group transactions betweenthe Group and an investee is not eliminated to the extent that the loss is impairment loss of the transferred assets.In the event that the Group disposed of an asset classified as operation to its joint ventures or associates, whichresulted in acquisition of long-term equity investment by the investor without obtaining control, the initialinvestment cost of additional long-term equity investment shall be the fair value of disposed operation. Thedifference between initial investment cost and the carrying value of disposed operation will be fully included inprofit or loss for the current period. In the event that the Group sold an asset classified as operation to itsassociates or joint ventures, the difference between the carrying value of consideration received and operationshall be fully included in profit or loss for the current period. In the event that the Company acquired an assetwhich formed an operation from its associates or joint ventures, relevant transaction shall be accounted for inaccordance with ―Accounting Standards for Business Enterprises No. 20 ―Business combination‖. All profit orloss related to the transaction shall be accounted for.The Group’s share of net losses of the investee shall be recognized to the extent that the carrying amount of thelong-term equity investment together with any long-term interests that in substance form part of the investor’s netinvestment in the investee are reduced to zero. If the Group has to assume additional obligations, the estimatedobligation assumed shall be provided for and charged to the profit or loss as investment loss for the period. Wherethe investee is making profits in subsequent periods, the Group shall resume recognizing its share of profits aftersetting off against the share of unrecognized losses.③Acquisition of minority interestUpon the preparation of the consolidated financial statements, since acquisition of minority interest increased oflong-term equity investment which was compared to fair value of identifiable net assets recognized which aremeasured based on the continuous measurement since the acquisition date (or combination date) of subsidiariesattributable to the Group calculated according to the proportion of newly acquired shares, the difference of whichrecognized as adjusted capital surplus, capital surplus insufficient to set off impairment and adjusted retainedearnings.④Disposal of long-term equity investmentsIn these consolidated financial statements, for disposal of a portion of the long-term equity investments in asubsidiary without loss of control, the difference between disposal cost and disposal of long-term equityinvestments relative to the net assets of the subsidiary is charged to the owners’ equity. If disposal of a portion ofthe long-term equity investments in a subsidiary by the parent company results in a change in control, it shall beaccounted for in accordance with the relevant accounting policies as described .- 6 ―Preparation Method of theConsolidated Financial Statements‖.On disposal of a long-term equity investment otherwise, the difference between the carrying amount of theinvestment and the actual consideration paid is recognized through profit or loss in the current period.In respect of long-term equity investment accounted for using equity method with the remaining equity interestafter disposal also accounted for using equity method, other comprehensive income previously under owners’equity shall be accounted for in accordance with the same accounting treatment for direct disposal of relevantasset or liability by investee on pro rata basis at the time of disposal. The owners’ equity recognized for themovement of other owners’ equity (excluding net profit or loss, other comprehensive income and profitdistribution of investee) shall be transferred to profit or loss for the current period on pro rata basis.In respect of long-term equity investment accounted for using cost method with the remaining equity interest afterdisposal also accounted for cost equity method, other comprehensive income measured and reckoned under equitymethod or financial instrument before control of the investee unit acquired shall be accounted for in accordancewith the same accounting treatment for direct disposal of relevant asset or liability by investee on pro rata basis atthe time of disposal and shall be transferred to profit or loss for the current period on pro rata basis; among the netassets of investee unit recognized by equity method (excluding net profit or loss, other comprehensive income andprofit distribution of investee) shall be transferred to profit or loss for the current period on pro rata basis.
无锡威孚高科技集团股份有限公司 2014 年年度报告全文In the event of loss of control over investee due to partial disposal of equity investment by the Group, in preparingseparate financial statements, the remaining equity interest which can apply common control or impose significantinfluence over the investee after disposal shall be accounted for using equity method. Such remaining equityinterest shall be treated as accounting for using equity method since it is obtained and adjustment was madeaccordingly. For remaining equity interest which cannot apply common control or impose significant influenceover the investee after disposal, it shall be accounted for using the recognition and measurement standard offinancial instruments. The difference between its fair value and carrying amount as at the date of losing controlshall be included in profit or loss for the current period. In respect of other comprehensive income recognizedusing equity method or the recognition and measurement standard of financial instruments before the Groupobtained control over the investee, it shall be accounted for in accordance with the same accounting treatment fordirect disposal of relevant asset or liability by investee at the time when the control over investee is lost.Movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profitdistribution under net asset of investee accounted for and recognized using equity method) shall be transferred toprofit or loss for the current period at the time when the control over investee is lost. Of which, for the remainingequity interest after disposal accounted for using equity method, other comprehensive income and other owners’equity shall be transferred on pro rata basis. For the remaining equity interest after disposal accounted for usingthe recognition and measurement standard of financial instruments, other comprehensive income and otherowners’ equity shall be fully transferred.In the event of loss of common control or significant influence over investee due to partial disposal of equityinvestment by the Group, the remaining equity interest after disposal shall be accounted for using the recognitionand measurement standard of financial instruments. The difference between its fair value and carrying amount asat the date of losing common control or significant influence shall be included in profit or loss for the currentperiod. In respect of other comprehensive income recognized under previous equity investment using equitymethod, it shall be accounted for in accordance with the same accounting treatment for direct disposal of relevantasset or liability by investee at the time when equity method was ceased to be used. Movement of other owners’equity (excluding net profit or loss, other comprehensive income and profit distribution under net asset of investeeaccounted for and recognized using equity method) shall be transferred to profit or loss for the current period atthe time when equity method was ceased to be used.The Group disposes its equity investment in subsidiary by a stage-up approach with several transactions until thecontrol over the subsidiary is lost. If the said transactions belong to ―transactions in a basket‖, each transactionshall be accounted for as a single transaction of disposing equity investment of subsidiary and loss of control. Thedifference between the disposal consideration for each transaction and the carrying amount of the correspondinglong-term equity investment of disposed equity interest before loss of control shall initially recognized as ot hercomprehensive income, and subsequently transferred to profit or loss arising from loss of control for the currentperiod upon loss of control.(3)Impairment test method and withdrawal method for impairment provisionFound more 20.‖impairment of long-term investment‖(4) Criteria of Joint control and significant influenceJoint control is the Company’s contractually agreed sharing of control over an arrangement, which relevantactivities of such arrangement must be decided by unanimously agreement from parties who share control. All theparticipants or participant group whether have controlling over such arrangement as a group or not shall be judgefirstly, than judge that whether the decision-making for such arrangement are agreed unanimity by the participantsor not.Significant influence is the power of the Company to participate in the financial and operating policy decisions ofan investee, but to fail to control or joint control the formulation of such policies together with other parties.While recognizing whether have significant influence by invstee, the potential factors of voting power as currentconvertibel bonds and current executable warrant of the inestee held by investo