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1、东沣科技集团股份有限公司 2017 年年度报告全文 1 Dongfeng Sci-Tech Group CO.,Ltd.ANNUAL REPORT 2017 April 2018 东沣科技集团股份有限公司 2017 年年度报告全文 2 Section I.Important Notice,Contents and Paraphrase Board of Directors,Supervisory Committee,all directors,supervisors and senior executives of Dongfeng Sci-Tech Group CO.,Ltd.(herein
2、after referred to as the Company)hereby confirm that there are no any fictitious statements,misleading statements,or important omissions carried in this report,and shall take legal liability,individual and/or joint,for the whole contents.Zhao Yongsheng,Principal of the Company,Zhao Yongsheng,person
3、in charger of accounting works and Liu Fengguo,person in charge of accounting organ(accounting principal)hereby confirm that the Financial Report of 2017 Annual Report is authentic,accurate and complete.All directors are attended the Board Meeting for report deliberation.The forward-looking descript
4、ions of the future plans,development strategies,etc.mentioned in this report do not constitute the companys actual commitment to investors,and investors are advised to pay attention to investment risks.The Company has described in detail in this report the possible impact of risk factors.Please refe
5、r to the possible impact and response in the discussion and analysis of the companys future development of the discussion and analysis of business situation in Section IV.The Company has no plan of cash dividends carried out,bonus issued and capitalizing of common reserves either.Note:The Report is
6、prepared in bilingual versions of Chinese and English respectively,in the event of any discrepancy in understanding the two aforementioned versions,the Chinese version shall prevail.东沣科技集团股份有限公司 2017 年年度报告全文 3 Contents Section I.Important Notice,Contents and Paraphrase.2 Section II.Company Profile a
7、nd Main Financial Indexes.5 Section III.Summary of Company Business.10 Section IV.Discussion and Analysis of the Business.12 Section V.Important Event.32 Section VI.Changes in Shares and Particulars about Shareholders.41 Section VII.Preferred Stock.47 Section VIII.Particulars about Directors,Supervi
8、sors,Senior Executives and Employees.48 Section IX.Corporate Governance.55 Section X.Corporation bonds.63 Section XI.Financial Report.64 Section XII.Documents available for reference.194 东沣科技集团股份有限公司 2017 年年度报告全文 4 Paraphrase Items Refers to Contents CSRC,SRC Refers to China Securities Regulatory Co
9、mmission SZ Stock Exchange,Exchange Refers to Shenzhen Stock Exchange Company,The Company Refers to Dongfeng Sci-Tech Group CO.,LTD.Dongfeng Investment Refers to Chengde Dongfeng Investment Co.,Ltd.Kefeng Trading Refers to Chengde Kefeng Trading Co.,Ltd.Kefeng Engineering Refers to Chengde Kefeng En
10、gineering Project Management Co.Ltd.Nanjiang Trading Refers to Chengde Nanjiang Trading Co.,Ltd.Nanjiag Technology Refers to Chengde Nanjiag Technology Co.Ltd.Ecological Agriculture,Refers to Chengde Dongfeng Ecological Agriculture Co.,Ltd.Asia Investment,Nanjiang Asia Refers to Nanjiang Asia Invest
11、ment Co.,Ltd.Runhua RW Refers to Runhua Rural Water(Tianjin)International Trade Co.,Ltd.Hangzhou Dongfeng Refers to Hangzhou Dongfeng Technology Co.Ltd.Dongfeng Technology Development Refers to Dongguan Dongfeng Technology Development Co.,Ltd.Dongfeng Intelligent Refers to Dongguan Dongfeng Intellig
12、ent Technology Co.,Ltd.Zhongchuang New Energy Refers to Dongguan Zhongchuang New Energy Technology Co.,Ltd.Aolin New Materials Refers to Dongguan Aolin New Materials Co.,Ltd.Haizhuo Energy Refers to Dongguan Haizhuo Energy Technology Co.,Ltd.Huijing Property Refers to Chengde Huijing Property Servic
13、es Co.,Ltd.Kefeng Aerospace Refers to Chengde Kefeng Aerospace Technology Development Co.,Ltd.Dongfeng New Energy Refers to Dongguan Dongfeng New Energy Technology Co.Ltd.Company Law Refers to Company Law of the Peoples Republic of China Securities Law Refers to Securities Law of the Peoples Republi
14、c of China Listing Rules Refers to Rules Governing the Listing of Securities on Shenzhen Stock Exchange Yuan,10 thousand Yuan Refers to RMB,RMB 10 thousand 东沣科技集团股份有限公司 2017 年年度报告全文 5 Section II.Company Profile and Main Financial Indexes I.Company information Short form of the stock Dongfeng-B Stock
15、 code 200160 Short form of the Stock after changed(if applicable)Dongfeng-B Stock exchange for listing Shenzhen Stock Exchange Name of the Company(in Chinese)东沣科技集团股份有限公司 Short form of the Company(in Chinese)东沣 B Foreign name of the Company(if applicable)Dongfeng Sci-Tech Group CO.,LTD Short form of
16、 foreign name of the Company(if applicable)DONGFENG-B Legal representative Zhao Yongsheng Registrations add.XiaBanCheng Town,Chengde County,Hebei Province,P.R.C Code for registrations add 067400 Offices add.XiaBanCheng Town,Chengde County,Hebei Province,P.R.C Codes for office add.067400 Website -E-m
17、ail II.Person/Way to contact Secretary of the Board Rep.of security affairs Name Li Wenying Wang Haijian Contact add.XiaBanCheng Town,Chengde County,Hebei Province XiaBanCheng Town,Chengde County,Hebei Province Tel.0314-3115048 0314-3115048 Fax.0314-3111475 0314-3111475 E-mail 东沣科技集团股份有限公司 2017 年年度报
18、告全文 6 III.Information disclosure and preparation place Media appointed for information disclosure In China:Securities Times;overseas:Hong Kong Commercial Daily Website for annual report publish appointed by CSRC Juchao website:http:/ Preparation place for annual report Security department of the Com
19、pany IV.Registration changes of the Company Organization code 911308001065768766 Changes of main business since listing(if applicable)During the reporting period,the Companys operating scope is changed to:R&D and sales of new energy,and new material products as well as technology promotion and techn
20、ical service;scientific research of modern eco-agriculture and technology promotion service,wholesales of eco-agriculture products;import and export trade of goods and technology;Engage in real estate development and management according to the approved scope of qualification certificate;property ma
21、nagement.(Projects that are subject to approval according to law may not be operated without the approval of relevant departments).Previous changes for controlling shareholders(if applicable)No changes V.Other relevant information CPA engaged by the Company Name of CPA Dahua Certified Public Account
22、ants(Limited Liability Partnership)Offices add.for CPA No.689,Tianhe Road(N),Guangzhou Signing Accountants Han Junmin,Hu Zhigang Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant engaged by the Company for p
23、erforming continuous supervision duties in reporting period Applicable Not applicable VI.Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data Yes No 2017 2016 Changes over last year 2015 Operating income(RMB)250,071,863.07 367,8
24、98,631.53-32.03%141,221,936.00 Net profit attributable to shareholders of the listed company(RMB)4,102,325.89 3,760,806.51 9.08%58,872,707.12 东沣科技集团股份有限公司 2017 年年度报告全文 7 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)-49,734,326.42 55
25、3,720.92-9,081.84%-31,171,146.45 Net cash flow arising from operating activities(RMB)-84,551,574.28 54,484,351.33-255.19%19,812,057.85 Basic earnings per share(RMB/Share)0.01 0.01 0.00%0.08 Diluted earnings per share(RMB/Share)0.01 0.01 0.00%0.08 Return on Equity 1.13%1.06%0.07%18.43%End of 2017 End
26、 of 2016 Changes over end of last year End of 2015 Total assets(RMB)503,762,445.04 626,756,827.34-19.62%854,793,263.22 Net assets attributable to shareholder of listed company(RMB)363,928,776.87 359,826,450.98 1.14%352,256,123.56 VII.Difference of the accounting data under accounting rules in and ou
27、t of China 1.Difference of the net profit and net assets disclosed in financial report,under both IAS(International Accounting Standards)and Chinese GAAP(Generally Accepted Accounting Principles)Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in fina
28、ncial report,under either IAS(International Accounting 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 accounting rules and Chinese GAAP(Generally Accepted Accounting Princ
29、iples)Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report,under either foreign accounting rules or Chinese GAAP(Generally Accepted Accounting Principles)in the period.VIII.Quarterly main financial index In RMB First quarter Second qua
30、rter Third quarter Fourth quarter Operating income 87,228,836.17 14,335,158.30 468,140.80 148,039,727.80 Net profit attributable to shareholders of the listed 574,010.78-3,719,679.74-36,712.84 7,284,707.69 东沣科技集团股份有限公司 2017 年年度报告全文 8 company Net profit attributable to shareholders of the listed comp
31、any after deducting non-recurring gains and losses 558,913.81-3,727,591.00-167,966.40-46,397,682.83 Net cash flow arising from operating activities 27,058,484.62 1,628,817.07-77,264,112.11-35,974,763.86 Whether there are significant differences between the above-mentioned financial index or its tota
32、l number and the relevant financial index disclosed in the companys quarterly report and semi-annual report Yes No IX.Items and amounts of extraordinary profit(gains)/loss Applicable Not applicable In RMB Item 2017 2016 2015 Note Gains/losses from the disposal of non-current asset(including the writ
33、e-off that accrued for impairment of assets)65,016,094.13 4,800,704.58 103,245,649.85 Governmental subsidy reckoned into current gains/losses(not including the subsidy enjoyed in quota or ration according to national standards,which are closely relevant to enterprises business)94,100.26 2,720.00 Gai
34、ns and losses arising from contingent proceedings irrelevant to normal operation of the Company 11,309,875.93 Held transaction financial asset,gains/losses of changes of fair values from transaction financial liabilities,and investment gains from disposal of transaction financial asset,transaction f
35、inancial liabilities and financial asset available for sales,exclude the effective hedging business relevant with normal operations of the Company 1,501,873.01 Other non-operating income and expenditure except for the aforementioned items-754,839.79-618,690.72-5,205,333.51 Gain/losses items qualifie
36、d definition of the non-recurring gains/losses 2,482,382.07 Income from financial products Less:Impact on income tax 12,906,984.10 1,069,028.53 25,812,092.46 Impact on minority shareholders equity(post-tax)-6,503,033.76 Total 53,836,652.31 3,207,085.59 90,043,853.57-东沣科技集团股份有限公司 2017 年年度报告全文 9 Conce
37、rning the extraordinary profit(gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/loss,and the items defined as recurring profit(gain)/loss according to the lists of extraordinary profit(gain)/loss in Q&A A
38、nnouncement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/loss,explain reasons Applicable Not applicable In reporting period,the Company has no particular about items defined as recurring profit(gain)/loss according to the lists of extraord
39、inary profit(gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/loss 东沣科技集团股份有限公司 2017 年年度报告全文 10 Section III.Summary of Company Business I.Main businesses of the company in the reporting period Whether the company
40、 needs to comply with the disclosure requirements of the particular industry Yes Real estate industry I.Main business operations during the reporting period 2017 was a critical year for the Companys strategic transformation.During the reporting period,on the basis of the steady development of real e
41、state business,the Company further strengthened its strategic partnership with the Institute Of Beihang University in Dongguan,purchased 100%equity of Dongguan Intelligent Technology,increased its shareholding in Zhongchuang New Energy,Aolin New Materials and Haizhuo Energy,implement the strategic c
42、ooperation between the two parties in detail.After the cooperation,both parties complemented each others advantages,quickly and effectively combined the technology,capital,and market,and accelerated the industrialization and marketization process of cooperative projects such as hydrogen fuel cells,h
43、ydrogen energy,and new materials(ceramic fibers),which laid a solid foundation for the Companys long-term and sustainable development.Real estate business:the real estate development business was the main operating business of the Company during the reporting period,and the business model was the de
44、velopment and sales of commercial housing,and the business scope was mainly located in Chengde area.The main products of the Companys real estate business were residential and commercial buildings,and the housing estate currently for sale was Nanjiang Huijing Tiandi Project.Hydrogen fuel cell busine
45、ss:with Dongguan Zhongchuang New Energy as the business platform,the Company mainly engaged in the R&D,production and sales of fuel cell core raw materials(membrane electrodes)and fuel cell power systems,as well as providing integrated solutions for platforms such as fuel cell power systems in autom
46、obiles,drones,electric forklifts,distributed power stations,and emergency power supplies.At present,the Company has accumulated core technologies in such important areas as membrane electrodes,electric piles,and power systems,and has the ability to develop from key materials of fuel cells to the dev
47、elopment of end products and to the system applications,its product performance has reached the industrial advanced level and small batch production is underway.Hydrogen energy business:with Haizhuo Energy as the business platform,the Company mainly engaged in the research and development,production
48、 and sales of hydrogen production equipment,hydrogen refueling stations and high-purity alumina powders.The Company has its own hydrogen production technology and nano-alumina material core technology,as well as complete supply chains and production management system supports,the performance and tec
49、hnology of its main products,hydrogen production equipment and high purity alumina powders were at the industry-leading level.At present,the hydrogen refueling station(including hydrogen production equipment)project has entered the phase of pre-production joint debugging,high-purity alumina powder h
50、as completed the pre-production and entered the small batch production stage.New material business:with Aolin New Materials as its business platform,the Company mainly engaged in the research&development,production and sales of high-performance ceramic fiber materials,its main products were alumina