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1、方大集团股份有限公司 2018 年年度报告全文 1 China Fangda Group Co., Ltd. 2018 Annual Report January 2019 方大集团股份有限公司 2018 年年度报告全文 2 Chapter I Important Statement, Table of Contents and Definitions The members of the Board and the Company guarantee that the announcement is free from any false information, misleading st
2、atement or material omission and are jointly and severally liable for the informations truthfulness, accuracy and integrity. Mr. XiongJianming, the Chairman of Board, Mr. Lin Kebin, the Chief Financial Officer, and Mr. Wu Bohua, the manager of accounting department declare: the Financial Report carr
3、ied in this report is authentic and completed. All the Directors have attended the meeting of the board meeting at which this report was examined. Forward-looking statements involved in this report including future plans do not make any material promise to investors. Investors should pay attention t
4、o investment risks. The Company needs to comply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 Listed Companies Engaged in Decoration Business and disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guidel
5、ine No.3 Listed Companies Engaged in Property Development. The Company has specified market, management and production and operation risks in this report. Please review the potential risks and measures 方大集团股份有限公司 2018 年年度报告全文 3 mentioned in the discussion and analysis of future development in IV. Op
6、eration Discussion and Analysis. The Board meeting reviewed and approved the profit distribution preplan: distributing cash dividend of RMB2.00 (tax included) for each ten shares to all shareholders on the basis of 1,123,384,189 shares of the Company and no dividend share is issued to shareholders.
7、No reserve is capitalized. 方大集团股份有限公司 2018 年年度报告全文 4 Table of Contents Chapter I Important Statement, Table of Contents and Definitions .2 Chapter II About the Company and Financial Highlights .7 Chapter III Business Introduction . 12 Chapter IV Operation Discussion and Analysis . 18 Chapter V Signi
8、ficant Events . 40 Chapter VI Changes in Share Capital and Shareholders . 53 Chapter VII Preferred Shares . 60 Chapter VIII Particulars about the Directors, Supervisors, Senior Management and Employees . 61 Chapter IX Corporation Governance . 68 Chapter X. Information about the Companys Securities .
9、 75 Chapter XI Financial Statements . 76 Chapter XII Documents for Reference . 200 方大集团股份有限公司 2018 年年度报告全文 5 Definitions Terms Refers to Description Fangda Group, company, the Company Refers to China Fangda Group Co., Ltd. Articles of Association Refers to Articles of Association of China Fangda Gro
10、up Co., Ltd. Meeting of shareholders Refers to Meetings of shareholders of China Fangda Group Co., Ltd. Board of Directors Refers to Board of Directors of China Fangda Group Co., Ltd. Supervisory Committee Refers to Supervisory Committee of China Fangda Group Co., Ltd. Banglin Co. Refers to Shenzhen
11、 Banglin Technologies Development Co., Ltd. Shilihe Co. Refers to Gong Qing Cheng Shi Li He Investment Management Partnership Enterprise (limited partner) Shengjiu Co. Refers to Shengjiu Investment Ltd. FangdaJianke Refers to Shenzhen FangdaJianke Group Co., Ltd. FangdaZhichuang Refers to FangdaZhic
12、huang Science and Technology Co., Ltd. Fangda New Material Refers to Fangda New Materials (Jiangxi) Co., Ltd. Fangda New Resource Refers to Shenzhen Fangda New Energy Co., Ltd. Fangda Property Refers to Shenzhen Fangda Property Development Co., Ltd. Chengdu FangdaJianke Refers to ChengdaFangda Const
13、ruction Technology Co., Ltd. Dongguan Fangda New Material Refers to Dongguan Fangda New Material Co., Ltd. Kechuangyuan Software Refers Shenzhen QianhaiKechuangyuan Software Co., Ltd. 方大集团股份有限公司 2018 年年度报告全文 6 to Kexunda Co. Refers to Shenzhen Kexunda Software Co., Ltd. Fangda Property Refers to She
14、nzhen Fangda Property Management Co., Ltd. Jiangxi Property Refers to Fangda (Jiangxi) Property Development Co., Ltd. Hongjun Investment Company Refers to Shenzhen Hongjun Investment Co., Ltd. FangdaQingling Refers to Shanghai FangdaQingling Technology Co., Ltd. Fangda Cloud Rail Refers to Shenzhen
15、Fangda Cloud Rail Technology Co., Ltd. Jianke Australia Refers to Fangda Australia Pty Ltd Automatic Hong Kong Refers to Fangda Automation (Hong Kong) Co., Ltd. Shihui International Refers to Shihui International Holding Co., Ltd. Shenyang Decoration Refers to Fangda Decoration Engineering (Shenyang
16、) Co., Ltd. Shenyang Fangda Refers to Shenyang Fangda Semi-conductor Lighting Co., Ltd. Shenzhen Woke Refers to Shenzhen Woke Semi-conductor Lighting Co., Ltd. SZSE Refers to Shenzhen Stock Exchange 方大集团股份有限公司 2018 年年度报告全文 7 Chapter IIAbout the Company and Financial Highlights 1. Company profiles St
17、ock ID Fangda Group, Fangda B Stock code 000055、200055 Modified stock ID (if any) None Stock Exchange Shenzhen Stock Exchange Chinese name China Fangda Group Co., Ltd. Chinese abbreviation Fangda Group English name (if any) CHINA FANGDA GROUP CO., LTD. English abbreviation (if any) CFGC Registered a
18、ddress Fangda Technology Building, Kejinan 12th Avenue, High-tech Zone, Hi-tech Park South Zone, Shenzhen, PR China. Zip code 518057 Office address 20F, Fangda Technology Building, Kejinan 12th Avenue, High-tech Zone, Hi-tech Park South Zone, Shenzhen, PR China. Zip code 518057 Website http:/ Email
19、2. Contacts and liaisons Secretary of the Board Representative of Stock Affairs Name Zhou Zhigang GuoLinchen Address 20F, Fangda Technology Building, Kejinan 12th Avenue, High-tech Zone, Hi-tech Park South Zone, Shenzhen, PR China. 20F, Fangda Technology Building, Kejinan 12th Avenue, High-tech Zone
20、, Hi-tech Park South Zone, Shenzhen, PR China. Tel. 86(755) 26788571 ext. 6622 86(755) 26788571 ext. 6622 Fax 86(755)26788353 86(755)26788353 Email 3. Information disclosure and inquiring Press medias of information disclosure China Securities Journal, Security Times, Shanghai Securities Daily, Hong
21、 Kong Commercial Daily Website assigned by CSRC to release the online http:/ 方大集团股份有限公司 2018 年年度报告全文 8 reports Place for information inquiry Secretarial Office of the Board 4. Registration changes Organization code None Changes in main businesses since the listing of the Company None Changes in the
22、controlling shareholders (if any) None 5. Other information Public accountants employed by the Company Public accountants Grant Thornton (limited liability partnership) Address 5th Floor, Scitech Place, 22 Jianguomen Wai Avenue, Chaoyang District, Beijing, China Signing accountant names Chen Zhaoxin
23、, Zeng Hui Sponsor engaged by the Company to perform continued supervision and guide during the reporting period Applicable Inapplicable Financial advisor engaged by the Company to perform continued supervision and guide during the reporting period Applicable Inapplicable 6. Financial Highlight Whet
24、her the Company needs to make retroactive adjustment or restatement of financial data of previous years Yes No 2018 2017 Increase/decrease 2016 Turnover (yuan) 3,048,680,152.06 2,947,470,813.58 3.43% 4,203,866,173.72 Net profit attributable to shareholders of the listed company (yuan) 2,246,164,571.
25、68 1,144,404,441.03 96.27% 697,956,378.23 Net profit attributable to the shareholders of the listed company and after deducting of non-recurring gain/loss (RMB) 21,171,063.10 366,212,412.32 -94.22% 623,075,474.92 Net cash flow generated by business operation (RMB) 387,102,719.57 557,833,145.73 -30.6
26、1% 465,717,074.92 Basic earnings per share (yuan/share) 1.91 0.97 96.91% 0.6 方大集团股份有限公司 2018 年年度报告全文 9 Diluted Earnings per share (yuan/share) 1.91 0.97 96.91% 0.6 Weighted average net income/asset ratio 53.17% 41.53% 11.64% 38.83% End of 2018 End of 2017 Increase/decrease from the end of last year
27、End of 2016 Total asset (RMB) 10,658,854,133.73 7,625,422,688.63 39.78% 6,787,051,278.08 Net profit attributable to the shareholders of the listed company (RMB) 5,195,187,621.88 3,238,939,202.18 60.40% 2,364,262,560.28 Note: The Companys main industrial curtain wall system and materials industry rea
28、lized operating income of RMB2.011 billion this year, an increase of 21.59% over the previous year; the gross profit margin for the year was 14.41%, an increase of 3.38% over the previous year; and the net profit after deducting non-recurring gains and losses was RMB97,998,900, an increase of 1,123%
29、 over the previous year. 7. Differences in accounting data under domestic and foreign accounting standards 1. Differences in net profits and assets in financial statements disclosed according to the international and Chinese account standards Applicable Inapplicable There is no difference in net pro
30、fits and assets in financial statements disclosed according to the international and Chinese account standards during the report period. 2. Differences in net profits and assets in financial statements disclosed according to the overseas and Chinese account standards Applicable Inapplicable There is
31、 no difference in net profits and assets in financial statements disclosed according to the international and Chinese account standards during the report period. 8. Financial highlights by quarters In RMB Q1 Q2 Q3 Q4 Turnover 650,032,997.33 792,017,899.20 793,250,321.93 813,378,933.60 Net profit att
32、ributable to the shareholders of the listed company 98,377,550.44 131,754,112.75 91,338,344.89 1,924,694,563.60 Net profit attributable to the shareholders of the listed company and after deducting of 88,737,051.63 120,968,066.71 85,861,046.88 -274,395,102.12 方大集团股份有限公司 2018 年年度报告全文 10 non-recurring
33、 gain/loss Cash flow generated by business operations, net -40,623,633.07 9,197,365.43 144,038,826.38 274,490,160.83 Where there is difference between the above-mentioned financial data or sum and related financial data in quarter report and interim report disclosed by the Company Yes No 9. Accident
34、al gain/loss item and amount Applicable Inapplicable In RMB Item 2018 2017 2016 Notes Non-current asset disposal gain/loss (including the write-off part for which assets impairment provision is made) -5,080,792.02 89,483,320.53 -3,080,469.74 Subsidies accounted into the current income account (excep
35、t the government subsidy closely related to the enterprises business and based on unified national standard quota) 5,931,937.15 5,637,910.24 7,571,963.67 Capital using expense charged to non-financial enterprises and accounted into the current income account 922,330.10 Gain from entrusted investment
36、 or assets management 27,065,331.33 20,455,865.70 1,401,717.08 Gain/loss from debt reorganization -3,674,141.05 -2,445,254.63 Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and
37、 sellable financial assets, other than valid period value instruments related to the Companys common businesses -1,192,774.07 2,013,922.62 2,369,839.47 Gain/loss from change of fair value of investment property measured at fair value in follow-up measurement 2,916,598,485.48 889,708,083.34 11,558,30
38、4.10 Other non-business income and expenditures other than the above 1,675,521.71 4,054,553.86 5,857,845.48 Other gain/loss items satisfying the definition of non-recurring gain/loss account 58,154,670.60 方大集团股份有限公司 2018 年年度报告全文 11 Less: Influenced amount of income tax 720,926,531.10 220,906,068.58
39、6,168,477.85 Influenced amount of minority shareholders equity (after-tax) 8,581,417.95 339,234.87 Total 2,224,993,508.58 778,192,028.71 74,880,903.31 - Explanation statement should be made for accidental gain/loss items defined and accidental gain/loss items defined as regular gain/loss items accor
40、ding to the Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss mentioned. Applicable Inapplicable No circumstance that should be defined as recurrent profit and loss according to Explanation Announcement of Information Disclosure No. 1 - Non-recurring gain/loss occurs
41、 in the report period. 方大集团股份有限公司 2018 年年度报告全文 12 Chapter III Business Introduction 1. Major businesses of the Company during the report period Whether the Company needs to comply with disclosure requirements of special industries Yes Property development and decoration industries The Company must c
42、omply with disclosure requirements of the Shenzhen Stock Exchange Industry Information Disclosure Guideline No.6 Listed Companies Engaged in Decoration Business. The Company is headquartered in Nanshan District of Shenzhen and became listed in Shenzhen Stock Exchange on November 29, 1995. Currently,
43、 five major business subsidiaries of the Company are national high-tech enterprises with large modern production bases in Shenzhen, Shanghai, Chengdu, Nanchang, Dongguan and Foshan. The Company was engaged in the following businesses in the report period. 1. High-end curtain wall system and material
44、 business (1) Main products and purposes The Companys main products include energy-saving curtain walls, photo-electricity curtain walls, LED color-display curtain walls and aluminum plate materials. Construction curtain walls are mainly used on high-level buildings, large-area public venues such as
45、 airports, stations, cultural centers and exhibition centers, daylighting roof, shaped construction (ball-shaped and clock-shaped buildings) with external retaining and decoration functions. (2) Main business modes, specific risks and changes; The projects implemented by the Company are mainly throu
46、gh the bidding method to obtain contract orders. Project design, material procurement, production and processing, and the construction and installation and after-sales service model are based on the contract orders. The main risk of this mode is that it takes a long period of time from the completio
47、n of the order to the completion of the project, and it is highly dependent on raw materials and labor costs. It is greatly affected by the national industrial policy, raw material prices, and labor market fluctuations. Different contract orders have different requirements, imposing high requirement
48、s on production management. The Companys curtain wall products are engineered by itself. The operation mode remained unchanged in the report period. (3) Main business drive See 3. Core competitiveness analysis in this chapter. (4) Development stage of the industry, circle and industry position The c
49、onstruction of office buildings and urban complexes in first- and second-tier cities in China has maintained a relatively stable rhythm and volume. The use of building curtain walls in high-end residential and apartment buildings has increased. Building curtain walls remain the most common design el
50、ement for public buildings such as airports, stations, cultural stadiums, schools and hospitals. The curtain wall industry is mature, the scale is stable and there is no obvious periodicity. With the Belt and Road Initiative, Guangdong-Hong Kong-Macao Bay District and the construction of Xiongan New