900956_2013_东贝Ｂ股_2013年年度报告_2014-05-20.pdf

黄石东贝电器股份有限公司 2013 年年度报告 1 Huangshi Dongbei Electrical Appliance Co.,Ltd.900956900956 2013 Annual Report 黄石东贝电器股份有限公司 2013 年年度报告 2 I.Important Notes 1.The Board of Directors，Supervisory Committee，directors,supervisors and Senior Executives of the Company hereby guarantees that there are no misstatement,misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity,accuracy and completeness of the contents hereof.2The situation of the director who failed to attend Position of the director who failed to attend Name of the director who failed to attend Reason for failure to attend Name of proxy Director Zhu Jinming Business trip Yang Baichang 3.Daxin Certified Public Accountants Co.,Ltd.(LLP)issued standard unqualified auditors report for the Company.4.Mr.Yang Baichang,Person in charge of the Company,Ms.Lu Lihua,Chief financial officer and the Ms.Ma Li,the person in charge of the accounting department(the person in charge of the accounting)hereby confirm the authenticity and completeness of the financial report enclosed in this Annual Report.5.The profit allocation plan or the capitalization from capital public reserve during the report period examined by the Board of Directors:considering the interests of shareholders and the long-term development,the profit allocation plan of the company in 2013 was as belows.Based on the Companys total share capital of RMB 235,000,000 as at December 31,2013,the Company would distribute cash dividend to all the shareholders at the rate of RMB 1.00 for every 10 shares(with tax inclusive),the estimated allotting profit of RMB 23.500,000 and the balance of RMB 411,069,646.73 are carried over to the next allocation.Also,the bonus shares allocation and the capitalization from capital public reserve will not be conducted for the company this year.6.Whether the controlling shareholder and its related parties did not occupy the funds of the Company for operation.No.7.Whether the Company did not provide guarantee in violation of specified decision-making procedure.No.黄石东贝电器股份有限公司 2013 年年度报告 3 Table of Contents I.Important Notes,Contents&Definition II.Company profile III.Summary of Accounting Data and Financial indexes IV.Report of the Board of Directors V.Important Events VI.Particulars about Changes in Share Capital and Shareholders VII.Particulars about Directors,Supervisors,Senior Executives and Employees VIII.Company Administration Structure IX.Internal Control X.Financial Report XI.List of Documents Available for Inspection 黄石东贝电器股份有限公司 2013 年年度报告 4 I.Definition and Major Risk Warning 1.Definition In this report,medium,the following words and expressions shall have the following meaning unless otherwise defined:Definition of frequently mentioned words and expressions Company,The Company,We,Dongbei Electrical Appliance Refers to Huangshi Dongbei Electrical Appliance Co.,Ltd.Dongbei Group,Controlling shareholder Refers to Huangshi Dongbei Electromechanical Group Co.,Ltd Daxin,Daxin Certified Public Accountants Refers to Daxin Certified Public Accountants Co.,Ltd.(LLP)Report period Refers to 2013 CSRC Refers to China Securities Regulatory Commission The Securities Law Refers to The Securities Law of the Peoples Republic of China The Company Law Refers to The Company Law of the Peoples Republic of China Articles,The Articles of association Refers to The Articles of association of Huangshi Dongbei Electrical Appliance Co.,Ltd.Yuan,Million Yuan,billion Yuan Refers to RMB Yuan,RMB million Yuan,RMB billion Yuan 2.Reminder of Major Risks：The Company has described the possible risks in this years report in order to attract attention from the investors.For more refer to the Report of the future development discussion by Board of Directors.黄石东贝电器股份有限公司 2013 年年度报告 5 II.Company profile 1.Information of the Company Chinese name of the Company 黄石东贝电器股份有限公司 Abbr.of the Chinese name of the Company 东贝 B 股 English name of the Company Huangshi Dongbei Electrical Appliance Co.,Ltd Legal representative of the Company Yang Baichang 2.Contact person and contact manner Board secretary Securities affairs Representative Name Lu Lihua Huang Jie Contact address No.6,Jinshan East Road,Economic&Technology Development Zone,Huangshi City,Hubei Province.No.6,Jinshan East Road,Economic&Technology Development Zone,Huangshi City,Hubei Province.Tel 0714-5415858 0714-5415858 Fax 0714-5415858 0714-5415858 E-mail 3.Basic Information about the Company Registered Address:No.6,Jinshan East Road,Economic&Technology Development Zone,Huangshi City,Hubei Province.Postal code of Registered address 435000 Business Address No.6,Jinshan East Road,Economic&Technology Development Zone,Huangshi City,Hubei Province.Postal code of Business address 435000 Website：http:/ E-mail 4.The Place for Placing the Annual Report and the Information Disclosure Newspapers for Information Disclosure Shanghai Securities Daily and Hong Kong Commercial Daily Internet Website for Publishing the Annual Report The Place for Placing the Annual Report Securities Dept.of the Company 5.Stock Profile Stock Condition of the Company Type Stock exchange for listing Stock Abbreviation Stock Code B share Shanghai Stock Exchange Dongbei B 900956 6.The change of the registration in the report period （1）Basic Information The registration remained in the report period 黄石东贝电器股份有限公司 2013 年年度报告 6 （2）Change of main operation of the Company since its listing The Company was listed at Shanghai Stock Exchange in July 1999.Business Scope:Production and sales of refrigerating compressors and electrical motors of compressors,development and consultation of high-tech products.（3）Change of controlling shareholder since the listing of the Company After the completion of the issuance of B shares,the registered capital of the Company was RMB 235,000,000.00,which was divided into 235,000,000.00 shares with par value of RMB 1 per share.117,600,000 shares are owned by the state.Huangshi State-owned Assets Administration entrusted Dongbei Refrigerating Machine Group Company to hold these shares.According to the Agreement for Conversion of Debts in Shares and the approval document issued by State Economic and Trading Commission for approving the implementation of conversion of debts into shares by Huangshi Dongbei Refrigerating Machine Group Co.,Ltd.,Huangshi Dongbei Refrigerating Machine Group Co.,Ltd.,the original controlling shareholder of the Company,contributed capital with its main operating assets(including 50.04%equity of the Company held by it)and established Huangshi Dongbei Electromechanical Group Co.,Ltd.jointly with three asset management company,i.e.,Orient,Xinda and Huarong on September 10,2002.After the establishment of Huangshi Dongbei Electromechanical Group Co.,Ltd.,the Companys controlling shareholder changed from Huangshi Dongbei Refrigerating Machine Group Co.,Ltd.to Huangshi Dongbei Electromechanical Group Co.,Ltd.As the 117.60 million shares held by Huangshi Dongbei Refrigerating Machine Group Co.,Ltd.are state-owned shares,the equity transfer is subject to the approval of Ministry of Finance.Huangshi Dongbei Refrigerating Machine Group Co.,Ltd.agreed to entrust Huangshi Dongbei Electromechanical Group Co.,Ltd.to manage the 117.60 million state-owned shares held by it before obtaining the approval of Ministry of Finance.On March 28,2005,the State Council approved changing 117.60 million state-owned shares of Huangshi Dongbei Electrical Appliance Co.,Ltd.held by Huangshi Dongbei Refrigerating Machine Industrial Co.(originally named as Huangshi Dongbei Refrigerating Machine Group Co.,Ltd.and later renamed as Huangshi Dongbei Refrigerating Machine Industrial Co.)into 117.60 state-owned legal person shares held by Huangshi Dongbei Electromechanical Group Co.,Ltd.with the Approval of Change of Holder of State-owned Shares of Huangshi Dongbei Electrical Appliance Co.,Ltd.(Guo Zi Chan Quan(2005)No.197 Document).7.Other Relevant Information Certified public accountants engaged by the Company（Domestic）Name Hubei Daxin Certified Public Accountants Co.,Ltd.(Special General Partnership)Business Address 16/F,Zhiyin Media Square,No.31,Zhongbei Road,Wuhan Names of the Certified Public Accountants as the signatories Zhang Ling Jiang Yanhong 黄石东贝电器股份有限公司 2013 年年度报告 7 III.Summary of Accounting Data and Financial indexes I.Main accounting data and financial indicators of the Company in the last three years as of the end of the report period(1)Main accounting data In RMB Main accounting data 2013 2012 Changed over last year（)2011 Operating income 4,264,031,820.89 4,115,881,689.22 3.60 4,001,367,095.40 Net profit attributable to the shareholders of the listed company 93,824,776.19 60,515,708.87 55.04 44,933,406.39 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company 54,216,908.08 58,325,054.43-7.04 37,576,447.66 Cash flow generated by business operation,net 52,733,441.69 323,081,079.29-83.68 26,244,601.54 End of 2013 End of 2012 Changed over last year（)End of 2011 Net assets attributable to the shareholders of the listed company 897,432,610.64 803,800,900.15 11.65 650,290,917.83 Gross assets 3,851,675,304.29 3,807,985,913.82 1.15 3,688,983,839.64(2)Main Financial date Main Financial indexes 2013 2012 Changed over last year（)2011 Basic earning per share(RMB/Share)0.399 0.258 54.65 0.191 Diluted gains per share(RMB/Share)0.399 0.258 54.65 0.191 Basic earning per share after deducting of non-recurring gains/losses(RMB/Share)0.231 0.248-6.85 0.16 Weighted average net asset earning ratio（%）11.03 8.89 Increased by 2.14%6.97 Net income on asset,weighted and deducted non-recurring gain/loss(%)6.37 8.57 Decreased by 2,2%5.83 II.Items and amount of non-operating gains and losses:In RMB Items of non-operating gains and losses Amount(2013)Amount(2012)Amount(2011)Gain/loss form disposal of non-current assets.31,109,041.33-11,388,425.50-6,795,070.26 Governmental Subsidy 8,607,485.00 10,055,161 17,599,671.23 黄石东贝电器股份有限公司 2013 年年度报告 8 accounted as current gain/loss,except for those subsidies at with amount or quantity fixed by the national government and closely related to the Companys business operation.Capital occupation charges on non-financial enterprises that are recorded into current gains and losses 393,827.10 Net profit or loss from beginning of the year to acquisition date from subsidiaries acquired under category of business combinations under common control 1,450,615.72 Other non-business income and expenditures other than the above 6,722,899.04 2,161,537.69-1,682,340.42 Influenced amount of minor shareholders equity-200,396.48 235,652.07-425,161.48 Influenced amount of income tax-7,024,987.88-323,885.54-1,340,140.34 Total 39,607,868.11 2,190,655.44 7,356,958.73 黄石东贝电器股份有限公司 2013 年年度报告 9 IV.Report of the Board of Directors I.Discussion and analysis of the Companys operation in the report period by the board of directors Under the condition of macroeconomic recession and increasingly drastic competition in industry,the company has seized the market focused on the oriented product of efficient and ultra-efficient compressor,firstly become the largest supplier of Haier,and is respectively granted Appliance Core Award of China Household Electrical Appliances Association(CHEAA),The Best Supplier of Turkey Arcelik,Strategic Core Supplier in America and other honors in 2013.Over the past year,in the situation of slow recovery of global economy and sluggish growth of domestic economy,the company has still insisted on struggling,improving and striving to enhance its competitiveness.Therefore,the growth in the disadvantage condition has been achieved for the core industry of compressors of the company,and the production and sales of the oriented product of Donper compressor have consecutively ranked in the first for nine years in the country.(1)Production and operation In the report period,the Company earned operating income of RMB 4.264 billion,which increased by 3.60%year on year.Its operating profit was RMB 153.22 million.which increased by 33%year on year.The compressor output was 24.41 million.which increased by 20.57%year on year.The compressor sales was 24.02 million,which increased by 20.02%year on year.(2)In the year,the Company focused on the following work:(1)Develop the main industry market and strive to achieve the rapid growth in China and abroad In 2013,the company has paid close attention to international and domestic markets,and timely adjusted the marketing strategy along the front of the market according to the changes in the market demand.For the domestic market,the company has grasped the opportunity of energy saving and benefiting policy,adjusted and optimized the product structure for all the users and made high efficiency and large-sized sales having an increase of 38%and 32%compared with the last period.In terms of the market segments,the company has further consolidated the strategic customers,actively developed medium and small enterprises of household electrical appliances around Yangtze River Delta and Pearl River Delta,implemented the differentiated marketing strategy,expanded the market share gap,and developed 32 new customers.For the international market,the company has further consolidated the strategic customers in Asia,Europe and America,mainly developed some large customers with strong risk-resisting abilities and the market gap in Eastern Europe,built new R&D center in Italy,set up the office in Egypt,laid the solid foundation for the development of international market,and yearly exported the compressors of 4.35 million sets,with an increase of 13.1%compared with the previous year.(2)Focus on the technological innovation and strive to improve the core competitiveness of enterprise.The company has relied on state-level enterprise technical centers,research and development centers in Europe,academician workstations and post-doctoral workstations,and strengthened the cooperation with universities and research institutions at home and abroad to focus on the R&D of compressors of high-efficiency,frequency-convert,and new materials manufactured.The Efficiency ratio of ultra-efficient compressors in L series have reached the advanced level of the world,while the compressors of the energy conservation and material saving of A series have been further perfected on the development of high-efficiency while small-sized model,and have been realized the large-scale selling.In 2013,the identification for 32 samples and 22 product appraisement has been finished.Until now,the company owns 268 technical patents,including 14 invention patents,209 new utility patents and 45 appearance patents.(3)Integrate various resources and improve the operational efficiency In 2013,the company has implemented the strategy of Strengthening Enterprises through Talent,introduced various technical experts,and cultivated the first Post-Doctor Fellow from the Post-Doctoral Research Center.A