《粤照明Ｂ：2019年年度报告（英文版）.PDF》由会员分享，可在线阅读，更多相关《粤照明Ｂ：2019年年度报告（英文版）.PDF（250页珍藏版）》请在taowenge.com淘文阁网|工程机械CAD图纸|机械工程制图|CAD装配图下载|SolidWorks_CaTia_CAD_UG_PROE_设计图分享下载上搜索。
1、Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 1 FOSHAN ELECTRICAL AND LIGHTING CO., LTD. ANNUAL REPORT 2019 April 2020 Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 2 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Su
2、pervisory Committee as well as the directors, supervisors and senior management of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and s
3、everally liable for any misrepresentations, misleading statements or material omissions therein. He Y ong, the Companys legal representative, Liu Xingming, the Companys General Manager, and Tang Qionglan, the Companys Chief Financial Officer (CFO) hereby guarantee that the Financial Statements carri
4、ed in this Report are factual, accurate and complete. All the Companys directors have attended the Board meeting for the review of this Report and its summary. The future plans and other forward-looking statements, as well as the cautionary statements mentioned in this Report shall NOT be considered
5、 as virtual promises of the Company to investors. And investors are kindly reminded to be well aware of possible risks. The Company has described in detail in this Report the risk of uncertainty in macro-economy, the risk of market competition, the risk of rising labor costs, the risk of rising raw
6、material prices, the risk of falling prices of inventories, the risk of exchange rate fluctuations and the risk of doubtful receivable accounts. Please refer to the section headed “Potential Risks” in Item IX of Part IV of this Report. The Board has approved a final dividend plan as follows: based o
7、n the total share capital of 1,399,346,154 shares, a cash dividend of RMB1.85 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no bonus issue from either profit or capital reserves. This Report have been prepared in both Chinese and English. Should there be any discrepanc
8、ies or misunderstandings between the two versions, the Chinese versions shall prevail. Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 3 Table of Contents Part I Important Notes, Table of Contents and Definitions . 2 Part II Corporate Information and Key Financial Information . 5 Part II
9、I Business Summary . 9 Part IV Operating Performance Discussion and Analysis . 14 Part V Significant Events . 45 Part VI Share Changes and Shareholder Information . 69 Part VII Preferred Shares . 80 Part VIII Convertible Corporate Bonds . 81 Part IX Directors, Supervisors, Senior Management and Staf
10、f . 82 Part X Corporate Governance. 93 Part XI Corporate Bonds . 103 Part XII Financial Statements . 104 Part XIII Documents Available for Reference. 250 Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 4 Definitions Term Definition The “Company”, “FSL” or “we” Foshan Electrical and Light
11、ing Co., Ltd. and its consolidated subsidiaries, except where the context otherwise requires GRAM Guangdong Rising Assets Management Co., Ltd. Electronics Group Guangdong Electronics Information Industry Group Ltd. GD Rising Finance Guangdong Rising Finance Holding Co., Ltd. Shenzhen Rising Investme
12、nt Shenzhen Rising Investment Development Co., Ltd. Hong Kong Rising Investment Hong Kong Rising Investment Development Limited CSRC China Securities Regulatory Commission SZSE Shenzhen Stock Exchange General meeting General meeting of Foshan Electrical and Lighting Co., Ltd. Board of Directors The
13、board of directors of Foshan Electrical and Lighting Co., Ltd. Supervisory Committee The supervisory committee of Foshan Electrical and Lighting Co., Ltd. Annual report auditor Zhongzheng Tiantong Certified Public Accountants LLP RMB, RMB0,000, RMB00,000,000 Expressed in the Chinese currency of Renm
14、inbi, expressed in tens of thousands of Renminbi, expressed in hundreds of millions of Renminbi Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 5 Part II Corporate Information and Key Financial Information I Corporate Information Stock name FSL, FSL-B Stock code 000541, 200541 Stock exch
15、ange for listing Shenzhen Stock Exchange Company name in Chinese 佛山电器照明股份有限公司 Abbr. 佛山照明 Company name in English (if any) FOSHAN ELECTRICAL AND LIGHTING CO.,LTD Abbr. (if any) FSL Legal representative He Yong Registered address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong
16、Province, P.R.China Zip code 528000 Office address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China Zip code 528000 Company website Email address II Contact Information Board Secretary Securities Representative Name He Yong Huang Yufen Address No. 64, Fenji
17、ang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China Tel. （0757）82810239 （0757）82966028 Fax （0757）82816276 （0757）82816276 Email address III Media for Information Disclosure and Place
18、 where this Report Is Lodged Newspapers designated by the Company for information disclosure China Securities Journal, Securities Times, Securities Daily, Ta Kung Pao (HK) Website designated by CSRC for publication of this Report http:/ Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 6 P
19、lace where this Report is lodged Board Secretarys Office, FSL Office Building, No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China IV Change to Company Registered Information Unified social credit code 91440000190352575W Change to principal activity of the Com
20、pany since going public (if any) Unchanged Every change of controlling shareholder since incorporation (if any) Unchanged V Other Information The independent audit firm hired by the Company: Name Zhongzheng Tiantong Certified Public Accountants LLP Office address 13/F, Tower B, Jinyun Building, A43
21、Xizhimen Avenue North, Haidian District, Beijing Accountants writing signatures Tong Quanyong, Luo Dongri The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable The independent financial advisor hired by the C
22、ompany to exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable VI Key Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below. Yes No 2019 2018 2019-over-2018 change (%) 2017 Operating revenue (RM
23、B) 3,337,576,747.66 3,801,955,946.76 -12.21% 3,800,188,261.54 Net profit attributable to the listed companys shareholders (RMB) 301,182,906.24 377,615,133.62 -20.24% 740,308,725.30 Net profit attributable to the listed companys shareholders before exceptional gains and losses (RMB) 283,753,154.31 35
24、4,513,585.67 -19.96% 353,549,021.39 Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 7 Net cash generated from/used in operating activities (RMB) 508,084,757.46 617,987,487.05 -17.78% 215,821,192.79 Basic earnings per share (RMB/share) 0.2152 0.2699 -20.27% 0.5290 Diluted earnings per sha
25、re (RMB/share) 0.2152 0.2699 -20.27% 0.5290 Weighted average return on equity (%) 6.37% 8.36% -1.99% 15.14% 31 December 2019 31 December 2018 Change of 31 December 2019 over 31 December 2018 (%) 31 December 2017 Total assets (RMB) 6,175,200,008.24 5,588,166,699.30 10.50% 5,675,811,824.29 Equity attr
26、ibutable to the listed companys shareholders (RMB) 4,880,736,800.07 4,319,259,418.46 13.00% 4,779,115,459.39 VII Accounting Data Differences under Chinas Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net
27、 Profit and Equity under CAS and IFRS Applicable Not applicable No difference for the Reporting Period. 2. Net Profit and Equity under CAS and Foreign Accounting Standards Applicable Not applicable No difference for the Reporting Period. VIII Key Financial Information by Quarter Unit: RMB Q1 Q2 Q3 Q
28、4 Operating revenue 889,232,750.52 797,951,910.34 755,281,612.77 895,110,474.03 Net profit attributable to the listed companys shareholders 86,659,035.18 80,616,690.57 63,440,260.60 70,466,919.89 Net profit attributable to the listed companys shareholders before exceptional gains and losses 74,681,5
29、26.84 79,836,460.82 64,734,076.20 64,501,090.45 Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 8 Net cash generated from/used in operating activities 29,966,955.13 160,714,878.35 145,265,388.22 172,137,535.76 Indicate by tick mark whether any of the quarterly financial data in the table
30、 above or their summations differs materially from what have been disclosed in the Companys quarterly or interim reports. Yes No IX Exceptional Gains and Losses Applicable Not applicable Unit: RMB Item 2019 2018 2017 Note Gain or loss on disposal of non-current assets (inclusive of impairment allowa
31、nce write-offs) -413,275.62 -1,671,154.30 176,540,060.61 Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Companys ordinary course of business at fixed quotas or amounts as per the governments uniform standards) 6,485,365.31 30,005,231.23 1,185,1
32、48.00 Gain or loss on fair-value changes in held-for-trading and derivative financial assets and liabilities & income from disposal of held-for-trading and derivative financial assets and liabilities and other investments in debt obligations (exclusive of the effective portion of hedges that arise i
33、n the Companys ordinary course of business) 15,574,400.00 -477,200.00 269,362,165.95 Non-operating income and expense other than the above -2,543,083.02 -594,356.14 1,640,395.69 Less: Income tax effects 2,635,263.29 4,222,066.76 61,971,050.60 Non-controlling interests effects (net of tax) -961,608.5
34、5 -61,093.92 -2,984.26 Total 17,429,751.93 23,101,547.95 386,759,703.91 - Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the PublicExce
35、ptional Gain/Loss Items: Applicable Not applicable No such cases for the Reporting Period. Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 9 Part III Business Summary I Principal Activity of the Company in the Reporting Period 1. The Companys Principal Activities or Products We design, m
36、anufacture and market high-quality, green and energy-efficient lighting products and electrical products, as well as provide complete lighting and electrical solutions. Our products mainly include electrical products such as LED light sources and luminaries, automotive LED luminaries, traditional li
37、ght sources switches and socket. Currently, we have three major operating divisions, namely, lighting, electrical products and vehicle lighting. Upon years of development, we have won quite many honors, and our “FSL” and “Fenjiang” brands have been certified as “Famous China Brands”. 2. Main busines
38、s models (1) Procurement model We mainly procure raw materials such as lamp beads, lamp holders, electronic components, aluminum substrate, plastic parts, metal materials, quartz tubes and fuel by way of bids invitation. A bids invitation supervisory committee consisting of personnel from several de
39、partments will be set up in the future. For every kind of our main raw materials, we usually have a few suppliers to choose from in procurement so that the procurement prices would be fair, the supply of raw materials in time and the good quality of the raw materials ensured. (2) Production models P
40、roduction of the conventional products Concerning the conventional products, we analyze sales of every month and predict future market demand so as to formulate a production plan for the coming month. And our workshops produce according to the plan to avoid extra stock and at the same time ensure th
41、at there is enough for sale. Production according to orders Different from the conventional lighting products which are of little variation in specifications, LED lighting products are at a fast pace of renewal and different customers often have different requirements regarding the products appearan
42、ces and performance indexes. Therefore, we have to organize individualized production for some orders for LED lighting products, export orders in particular. For this kind of orders, we formulate our production plans based on them and then make procurement plans according to the production plans, wh
43、ich will Foshan Electrical and Lighting Co., Ltd. Annual Report 2019 10 help effectively control the stock and the procurement prices of raw materials, reduce capital occupation and improve our operating efficiency to the maximum. Combination of independent production and outsourcing With a high pro
44、duction capacity, we produce most of our products and parts on our own. Only a small portion of parts and low-tech products is outsourced to sub-manufacturers, who will produce in strict accordance with our requirements. We will also tag along their production processes and examine carefully the qua
45、lity of the products finished. In this way, our supply of products is guaranteed. (3) Sales model Domestically, we mainly adopt a commercial agent model. In terms of channels, we have wholesale, franchised store, illumination engineering & commercial lighting, industrial and mining outdoor channels,
46、 e-commerce & retail sales and automotive lighting channels. For overseas markets, we primarily adopt OEM/ODM models and also sell under our own brands (through agents). 3. Main driving forces for growth Despite the impact of negative factors such as domestic economic downturn and US-China trade war
47、 during the Reporting Period, with the evolution of the industrial competition model, consumers are getting increasingly concerned with product quality and brand. As a result, companies with weak competitiveness will be gradually elbowed out of the market while large enterprises or enterprises with
48、core competitiveness will have more market opportunities. By virtue of its advantages in technology, brand, channel and scale, the Company has continued to promote the technical upgrading of main products, improve product quality, beef up market expansion and optimize and upgrade the product sales s
49、tructure through sustained spending on R&D and technical innovation. Meanwhile, it has gained an advantageous position in the process of enhancing market concentration by increasing the level of production automation, effectively controlling purchase costs and ramping up production efficiency. 4. De
50、velopment stage and periodicity of the lighting industry as well as our position in the market The recent years have witnessed the rapid rise of the LED lighting technology. Due to the sharp drop in their cost and their remarkable performance in energy saving & emission reduction, LED lighting produ