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1、 Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 1 Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 2019-034 April 2019 Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 2 I. Important Prompts, Table of Contents, and Definitions The Board of Directors, The Supe
2、rvisory Committee, the supervisors and the directors of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. Mr.
3、 Lv Hongxian, The Company leader, Mr.Tan Mingxian, the Financial Officer, Ms.Niu Yanli, the manager of accounting department, hereby declare: the truthfulness and completeness of the Financial Report are guaranteed. Except the following directors, all the directors attended the board meeting for rev
4、iewing the annual Report. The name of the directors absent Positions Reasons for the absence Name of the consignee Yan Xuechuan Director Business trip Lv Hongxian Hao Lin Director Business trip Li Dingqing Liu Zhiqiang Independent Director Business trip Peng Jue Prospective statements carried in thi
5、s report, such as business plans for future are not constituting any substantial commitment to the investors. Please be cautious to the risks. This report is prepared both in English and Chinese. When there is any conflict in understanding, the Chinese version shall prevail. The company had concrete
6、ly described the existed factors of risks of the company in the report, of which please refer to the contents in the Report of directors concerning the possible facing risk factors in the companys future development. The companys business plan and business goal of the year do not represent the 2019-
7、annual earnings forecast made by the company, hence whether those can be realized depending on many factors such as the market circumstance and the extent of hard working of the management team, thus there is a large extent of uncertainty, please be aware of the investment risks. The Company will no
8、t distribute cash dividend or bonus shares, neither capitalizing of common reserves for the report period. Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 3 Table of Contents I.Important Notice, Table of contents and Definitions II. Basic Information of the Company and Financial index
9、III. Outline of Company Business IV. Managements Discussion and Analysis V. Important Events VI. Change of share capital and shareholding of Principal Shareholders VII. Situation of the Preferred Shares VIII. Information about Directors, Supervisors and Senior Executives IX. Administrative structure
10、 X. Corporate Bond XI. Financial Report XII. Documents available for inspection Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 4 Definition Terms to be defined Defined as Definition Company, the Company, Jianmo Stock, Jianshe Vehicle B Defined as Chongqing Jianshe Vehicle System Co.,
11、Ltd. Shenjianmo Defined as Shenzhen North Jianshe Motorcycle Co., Ltd. (predecessor of the Company) Jianmo B Defined as Chongqing Jianshe Motorcycle Co., Ltd. (predecessor of the Company) Military Equipment Group Defined as China Military Equipment Group Co., Ltd. (China Southern Industry Group Co.,
12、 Ltd.) Military Finance Co. Defined as Military Equipment Group Finance Co., Ltd. Southern Motorcycle Defined as Chongqing Southern Motorcycle Co., Ltd. Jianshe Industry Defined as Chongqing Jianshe Industry Co., Ltd. former State-owned Jianshe Machinery Factory, Jianshe Industry (Group) Co., Ltd. J
13、ianshe Group Defined as Jianshe Industrial (Group) Co., Ltd. Jianshe Mechanical and Electric Defined as Chongqing Jianshe Mechanical and Electric Co., Ltd. HANON,KOREA HANON Refined as Korea Hanon System Co., Ltd. Jianshe HANON Refined as Chongqing Jianshe HANON Automobile Termal Management System C
14、o., Ltd. China Jialin Defined as China Jialin Industry Co., Ltd. (Group) Jinan Qingqi Defined as Jinan Qingqi Motorcycle Co., Ltd. Changan Auto Defined as Chongqing Changan Automobile Co., Ltd. Luoyang Northern Defined as Luoyang Northern Enterprise Group Co., Ltd. Vehicle air conditioner DefineChog
15、nqing Jianshe Automobile Air-conditioner Co., Ltd. Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 5 d as Import & Export Co. Defined as Chongqing Northern Jianshe Import & Export Co., Ltd. Shanghai Jianshe Defined as Shanghai Jianshe Motorcycle Co., Ltd. Chongqing Jianya Defined as Ch
16、ongqing Jianshe YAMAHA Motorcycle Co., Ltd. Zhuzhou Jianya Defined as Zhuzhou Jianshe YAMAHA Motorcycle Co., Ltd. Pingshan Taikai Defined as Chongqing Pingshan Taikai Carburetor Co., Ltd. South Air International Defined as South Air International Co., Ltd. Major asset restructuring Defined as The co
17、mpany has made an agreement to sale the 100% stake of Jianshe Mechanical and Electric Company-the companys subsidiary funded by the liabilities and the motorcycle business related assets held by the company to Military Equipment Group. Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 6
18、II. Basic Information of the Company and Financial index .Company Information Stock ID Jianshe Vehicle B Stock Code 200054 Stock Exchange Listed Shenzhen Stock Exchange Company Name in Chinese 重庆建设汽车系统股份有限公司 Short form of Company Name in Chinese 建车 B Company Name in English Chongqing Jianshe Vehicle
19、 System Co., Ltd Short form of Company Name in English JSVS-B Legal representative: Lv Hongxian Registered address No.1 Jianshe Road, Huaxi Industrial Zone, Banan District, Chongqing Postal code of the Registered Address 400054 Office Address No.1 Jianshe Road, Huaxi Industrial Zone, Banan District,
20、 Chongqing Postal code of the office address 400054 Internet Web Site http:/ E-mail .Contact person and contact manner Secretary of the Board Representative of Stock Affairs Name Zhang Hushan Li Wenling Address No.1 Jianshe Road, Huaxi Industrial Zone, Banan District, Chongqing No.1 Jianshe Road, Hu
21、axi Industrial Zone, Banan District, Chongqing Tel. 023-66295333 023-66295333 Fax. 023-66295333 023-66295333 Email. Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 7 . Information disclosure and placed Newspapers selected by the Company for information disclosure Securities Times and H
22、ongkong Commercial Daily. Internet website designated by CSRC for publishing the Annual report of the Company http:/ The place where the Annual report is prepared and placed Secretarial office of the Board .Changes in Registration Organization Code 915000007474824231 Changes in principal business ac
23、tivities since listing (if any) In 2015, the company implemented the major asset restructuring, stripped the main assets and liabilities involved in the motorcycle business, completed the structural adjustment of the main business and the vehicle air-conditioning business has become the companys mai
24、n business. Changes is the controlling shareholder in the past (is any) (a) The company was set up by Jianshe Group and China North Industries Corp Shenzhen Company in July 1995, of which the Jianshe Group was the companys controlling shareholder that holds 71.13% stake of the company. (b) On August
25、 31, 2005, the 71.13% stake of the company held by Jianshe Group was transferred to Military Equipment Group in an agreement, thus the Military Equipment Group. has become the companys controlling shareholder. On March 2, 2016, according to Agreement of Share Transfer in Zero Price signed between Mi
26、litary Equipment Group and Jianshe Mechanical and Electric, Military Equipment Group shall transfer its 71.13% stake of the company to Jianshe Mechanical and Electric in zero price, thus the Jianshe Mechanical and Electric will become the companys controlling shareholder. (d) On December 20, 2018, a
27、ccording to the Stock Rights Transfer Agreement of State-owned Listed Company signed by Jianshe Mechanical and Electric and Military Equipment Group , Jianshe Mechanical and Electric will hold 71.13% of the companys equity, and the agreement will be transferred to Military Equipment Group , which wi
28、ll become the controlling shareholder of the company. . Other Relevant Information CPAs engaged Name of the CPAs Hebei Guanghuacai Guanghua Certified public Accountants LLP. Office address A24, 22/F,No.2 Fuchengwai Street, Xicheng District, Beijing Names of the Certified Public Accountants as the si
29、gnatories Fan Rui, Wang Haoyu The sponsor performing persistant supervision duties engaged by the Company in the reporting period. Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 8 Applicable Not applicable The Financial advisor performing persistant supervision duties engaged by the C
30、ompany in the reporting period Applicable Not applicable .Summary of Accounting data and Financial index Indicate by tick mark whether the Company needs to retroactively restate any of its accounting data. Yes No 2018 2017 Changed over last year（） 2016 Operation revenue（Yuan） 971,804,000.23 1,009,53
31、1,078.68 -3.74% 873,286,486.75 Net profit attributable to the shareholders of the listed company（Yuan） 10,543,247.05 14,375,111.84 -26.66% 12,267,006.14 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company（Yuan） 9,074,662.19 13,866,734.69 -34.56% 1
32、2,908,428.98 Net Cash flow generated by business operation（Yuan） 162,824,513.55 62,980,107.16 158.53% 108,619,119.02 Basic earning per share(Yuan/Share) 0.088 0.120 -26.67% 0.103 Diluted gains per share(Yuan/Share)(Yuan/Share) 0.088 0.120 -26.67% 0.103 Net asset earning ratio（%） 3.66% 5.22% -1.56% 4
33、.68% End of 2018 End of 2017 Changed over last year（） End of 2016 Gross assets（Yuan） 1,461,770,573.54 1,302,238,427.15 12.25% 1,559,334,881.03 Net assets attributable to shareholders of the listed company（Yuan） 293,301,450.54 282,758,203.49 3.73% 268,383,091.65 VII.The differences between domestic a
34、nd international accounting standards 1 Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed in the financial reports of differences in net income and net assets. Applicable Not applicable Nil Chongqing Jianshe Vehicle System Co., Ltd. 2018 An
35、nual Report 9 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards. Applicable Not applicable Nil VIII.Main Financial Index by Quarters In RMB First quarter Second quarter Third quarter Fourth quarter Operation revenue 26
36、6,811,269.51 244,885,461.90 215,629,758.62 244,477,510.20 Net profit attributable to the shareholders of the listed company 55,789.60 66,020,738.88 -1,585,147.13 -53,948,134.3 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company -275,476.62 66,071,
37、417.34 -3,124,094.71 -53,597,183.82 Net Cash flow generated by business operation 18,706,058.10 9,779,972.15 56,259,518.62 78,078,964.68 Whether significant variances exist between the above financial index or the index with its sum and the financial index of the quarterly report as well as semi-ann
38、ual report index disclosed by the Company. Yes No IX. Items and amount of non-current gains and losses Applicable Not applicable In RMB Items Amount (2018) Amount (2017) Amount (2016) Notes Non-current asset disposal gain/loss(including the write-off part for which assets impairment provision is mad
39、e) 784,500.48 31,763.59 -3,646.70 Govemment subsidies recognized in current gain and loss(excluding those closely related to the Companys business and granted under the states policies) 1,960,750.00 713,200.00 1,223,200.00 Debt restructuring gains and losses -341,200.03 Operating income and expenses
40、 other than the aforesaid items -429,537.06 -1,919,510.10 Other non-business income and expenditures other than the above 104,613.59 Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 10 Less: Influenced amount of income tax 251,064.39 -29,247.81 Influence on minority shareholders equity
41、(after tax) 596,064.17 -29,286.15 Total 1,468,584.86 508,377.15 -641,422.84 - For the Companys non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Compaines Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recu
42、rring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as recurring gains and losses, it is necessary to explain the reason. Applicable Not applic
43、able None of Non-recurring gain /loss items recorgnized as recurring gain /loss/itesm as defined by the information disclosure explanatory Announcement No.1- Non recurring gain/loss in the report period. Chongqing Jianshe Vehicle System Co., Ltd. 2018 Annual Report 11 III. Outline of Company Busines
44、s .Main Business the Company is Engaged in During the Report Period Whether the company needs to comply with the disclosure requirements of the particular industry No The company engages mainly in production and sales of the vehicle air compressor including the vane iron and aluminous compressor, pi
45、ston swash-plate fixed discharge rate compressor, piston swash-plate variable discharge rate compressor and motor compressor (with the discharge rate from 32cc to 480cc), has been awarded “China Famous Brand”, “High-quality Product of French Technological Quality Surveillance Evaluation Commission”
46、and “China Recommended Product for Entry into WTO”, etc. for products and has the strategical cooperative partners including the leading production and sales volume in terms of finished automobile such as Chanan Auto, PEUGEOT, Dongfeng Nissan and Great Wall Motors, etc. .Major Changes in Main Assets
47、 1.Major Changes in Main Assets Main assets Major changes Equity assets This year, the company transferred 51% of its subsidiary Shanghai Jianshes equity. After the transfer is completed, the company will no longer hold Shanghai Jianshes equity. 2. Main Conditions of Overseas Assets Applicable Not a
48、pplicable III. Analysis On core Competitiveness Whether the company needs to comply with the disclosure requirements of the particular industry No The company has the enterprise technology center which recognized by Chongqing City, established the rotary vane technology platform and the piston techn
49、ology platform and formed the three series products of iron, aluminum and electric-driven. Through continuous independent innovation and introduction, the company has shaped a strong R&D capability of automotive air conditioner compressor, and the products are mature and cost-effective with stable p
50、erformance. In the rotary vane compressor market, the companys product has constantly gained a stable market share. The advanced equipment which introduced from countries including the United States, Germany, Switzerland and Japan accounts for more than 80%, enabling the company to have precision ma