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1、Foshan Electrical and Lighting Co.,Ltd.Annual Report 2016 1 FOSHAN ELECTRICAL AND LIGHTING CO.,LTD.ANNUAL REPORT 2016 March 2017 Foshan Electrical and Lighting Co.,Ltd.Annual Report 2016 2 Section I Important Statements,Contents and Definitions The board of directors(the“Board”),the supervisory boar
2、d(the“Supervisory Board”),as well as the directors,supervisors and executive officers of Foshan Electrical and Lighting Co.,Ltd.(the“Company”)hereby guarantee the factuality,accuracy and completeness of the contents of this Report,and shall be jointly and severally liable for any false representatio
3、n,misleading statements or material omissions in this Report.He Yong,head of the Company,Liu Xingming,accounting head for this Report,and Tang Qionglan,head of the accounting department(head of accounting),hereby guarantee that the Financial Report carried in this Report is factual,accurate and comp
4、lete.All directors attended the board meeting for the review of this Report.Beijing Zhongzhengtiantong Certified Public Accountants LLP has issued a standard auditors report with unqualified opinion for the Company.The accounting data and financial report in this Report are subject to those audited
5、by Beijing Zhongzhengtiantong Certified Public Accountants LLP.This Report is prepared in both Chinese and English.Should there be any understanding discrepancy between the two versions,the Chinese version shall prevail.The future plans and some other forward-looking statements,as well as the releva
6、nt cautionary statements,involved in this Report shall not be considered 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 market competition,the risk of rising operating
7、 costs,the risk of falling prices of inventories and the risk of exchange rate fluctuations.Please refer to“Possible risks”in“Outlook of the Companys future development”in“Section IV Performance Discussion and Analysis”of this Report.The Board has considered and approved the following proposal for p
8、rofit distribution:Based on the total shares of 1,272,132,868,a cash dividend of RMB4.20(tax inclusive)per 10 shares will be distributed to all shareholders of the Company.No bonus shares will be granted,nor will any capital reserve be converted into share capital.Foshan Electrical and Lighting Co.,
9、Ltd.Annual Report 2016 3 Table of Contents Section I Important Statements,Contents and Definitions.2 Section II Corporate Profile and Financial Results.5 Section III Business Profile.10 Section IV Performance Discussion and Analysis.14 Section V Significant Events.39 Section VI Share Changes and Sha
10、reholders Profile.74 Section VII Preference Shares.85 Section VIII Directors,Supervisors,Executive Officers and Staff.86 Section IX Corporate Governance.99 Section X Corporate Bonds.113 Section XI Financial Report.114 Section XII Documents Available for Reference.239 Foshan Electrical and Lighting C
11、o.,Ltd.Annual Report 2016 4 Definitions Term Definition The Company,Company,FSL Foshan Electrical and Lighting Co.,Ltd.GRAM Guangdong Rising Assets Management Co.,Ltd.Electronics Group Guangdong Electronics Information Industry Group Ltd.GD Rising Finance Guangdong Rising Finance Holding Co.,Ltd.She
12、nzhen Rising Investment 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 Shareholders General Meeting Shareholders General Meeting of Foshan Electrical a
13、nd Lighting Co.,Ltd.Board of Directors Board of Directors of Foshan Electrical and Lighting Co.,Ltd.Supervisory Board Supervisory Board of Foshan Electrical and Lighting Co.,Ltd.Annual report auditor Beijing Zhongzhengtiantong Certified Public Accountants LLP Yuan,ten thousand,million,billion RMB Yu
14、an,RMB Ten Thousand,RMB million,RMB billion Foshan Electrical and Lighting Co.,Ltd.Annual Report 2016 5 Section II Corporate Profile and Financial Results I Corporate information Stock name FSL/FSL B Stock code 000541/200541 Stock exchange Shenzhen Stock Exchange Company name in Chinese 佛山电器照明股份有限公司
15、 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 Province,P.R.China Zip code 528000 Office address No.64,Fenjiang North Road,Chancheng D
16、istrict,Foshan City,Guangdong Province,P.R.China Zip code 528000 Company website Email II Contact information Board Secretary Securities Representative Name Lin Yihui Huang Yufen Address No.64,Fenjiang North Road,Chancheng District,Foshan City,Guangdong Province,P.R.China No.64,Fenjiang North Road,C
17、hancheng District,Foshan City,Guangdong Province,P.R.China Tel.（0757）82810239（0757）82966028 Fax（0757）82816276（0757）82816276 E-mail fsl- III Information disclosure and place where this Report is kept Newspapers designated by the Company for information disclosure China Securities Journal,Securities T
18、imes,Securities Daily,Ta Kung Pao(HK)Website designated by the China Securities Regulatory Commission(CSRC)for the publication http:/ Foshan Electrical and Lighting Co.,Ltd.Annual Report 2016 6 of this Report Place where this Report is kept Board Secretarys Office,FSL Office Building,No.64,Fenjiang
19、North Road,Chancheng District,Foshan City,Guangdong Province,P.R.China IV Company registration and alteration Credibility code 91440000190352575W Changes in main business activities of the Company after going public(if any)No changes Changes of controlling shareholder(if any)No changes V Other infor
20、mation The CPAs firm hired by the Company Name Beijing Zhongzhengtiantong Certified Public Accountants LLP Office address 13/F,Tower B,Jinyun Building,A43 Xizhimen Avenue North,Haidian District,Beijing Accountants writing signatures Tong Quanyong,Luo Dongri Sponsor engaged by the Company to continuo
21、usly perform its supervisory function during this Reporting Period Applicable Not applicable Financial advisor engaged by the Company to continuously perform its supervisory function during this Reporting Period Applicable Not applicable VI Accounting and financial results Indicate by tick mark whet
22、her the Company performed any retroactive adjustments to or restatement of its accounting data due to changes of accounting policies or correction of accounting errors Yes No 2016 2015+/-%2014 Operating revenues(RMB Yuan)3,366,454,968.60 2,876,659,100.63 17.03%3,068,641,200.17 Net profit attributabl
23、e to shareholders of the Company(RMB Yuan)1,072,342,050.13 53,405,593.12 1,907.92%266,125,048.97 Net profit attributable to shareholders of the Company before exceptional profit and loss(RMB Yuan)351,237,317.17 150,093,497.33 134.01%306,310,907.76 Net cash flows from operating activities(RMB Yuan)28
24、9,978,768.48 188,325,189.43 53.98%305,638,745.34 Foshan Electrical and Lighting Co.,Ltd.Annual Report 2016 7 Basic earnings per share(RMB Yuan/share)0.8429 0.0420 1,906.90%0.2092 Diluted earnings per share(RMB Yuan/share)0.8429 0.0420 1,906.90%0.2092 Weighted average return on equity(%)21.40%1.27%20
25、.13%9.08%December 31,2016 December 31,2015+/-%December 31,2014 Total assets(RMB Yuan)6,100,169,400.30 6,048,296,432.78 0.86%3,736,704,336.40 Net assets attributable to shareholders of the Company(RMB Yuan)4,990,466,577.12 5,023,546,888.12-0.66%3,044,585,720.58 VII Differences in accounting data unde
26、r domestic and foreign accounting standards 1.Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese and international accounting standards Applicable Not applicable No such differences for this Reporting Period.2.Differences in the net profit and
27、the net assets disclosed in the financial reports prepared under Chinese and foreign accounting standards Applicable Not applicable No such differences for this Reporting Period.VIII Financial results by quarter Unit:RMB Yuan 1Q 2Q 3Q 4Q Operating revenues 904,310,757.83 851,360,169.61 819,510,785.9
28、0 791,273,255.26 Net profit attributable to shareholders of the Company 107,776,865.30 99,148,947.42 73,179,107.88 792,237,129.53 Net profit attributable to shareholders of the Company before exceptional profit and loss 107,348,727.74 99,288,365.94 73,405,588.72 71,194,634.77 Net cash flows from ope
29、rating activities 186,104,091.50 105,524,215.56 32,420,605.94-34,070,144.52 Indicate by tick mark whether there are any material differences between the financial indicators above or their summations and those which have been disclosed in quarterly or semi-annual reports Yes No Foshan Electrical and
30、 Lighting Co.,Ltd.Annual Report 2016 8 IX Exceptional profit/loss Applicable Not applicable Unit:RMB Yuan Item 2016 2015 2014 Note Profit/loss on disposal of non-current assets(including offset asset impairment provisions)-5,776,457.37-8,172,702.85-1,287,703.94 Government grants charged to the profi
31、t/loss for this Reporting Period(except for the government grants closely related to the business of the Company and given at a fixed quota or amount in accordance with the States uniform standards)1,669,377.53 4,780,007.27 2,174,021.86 Profit due to the situation where investment costs for the Comp
32、any to obtain subsidiaries,associates and joint ventures are lower than the enjoyable fair value of identifiable net assets of investees when making investments -17,112.47 Profit/loss on fair value changes of transactional financial assets and liabilities&investment income from disposal of transacti
33、onal financial assets and liabilities as well as financial assets available for sale,except for effective hedges related to routine operations of the Company 853,216,065.17 19,472,654.77 2,962,781.37 Mainly due to sale through block trading of the Guoxuan High-tech stock held by the Company Impairme
34、nt provision reversal of accounts receinable on which the impairment test is carried out separately 3,535,749.69 Non-operating income and expense other than the above-4,774,788.19-130,293,226.71-51,945,691.06 Other gain and loss items that meet definition of extraordinary gain/loss 944,428.72 1,499,
35、406.22 Less:Corporate income tax 127,331,306.57-16,925,475.37-6,958,646.77 Minority interests(after tax)-566,092.70 344,540.78 530,207.54 Total 721,104,732.96-96,687,904.21-40,185,858.79-Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the E
36、xplanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the PublicExceptional Profit and Loss,or reclassified any exceptional profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss Foshan Electrical and Lighting Co
37、.,Ltd.Annual Report 2016 9 Applicable Not applicable No such cases in this Reporting Period.Foshan Electrical and Lighting Co.,Ltd.Annual Report 2016 10 Section III Business Profile I Main business scope for this Reporting Period Is the Company subject to any disclosure requirements for special indu
38、stries?No.1.Main business and products We have been engaged in production,R&D and sale of lighting products since our listing.Our products mainly include conventional lighting products and LED lighting products.We have a wide variety of products with a complete range of specifications,including fluo
39、rescent lamps,halogen lamps,energy saving lamps,motor vehicle lamps,conventional lamps,LED light source,LED lamps,etc.With the most specifications in the lighting industry,our products are widely used for indoor and outdoor lighting,landscape lighting,motor vehicle lighting and so on.Upon years of d
40、evelopment,we have won quite many honors such as the title of“The King of Lamps in China”,and our“FSL”and“Fenjiang”brands have been certified as“Famous China Brands”.While pushing diversified strategies,the Company set the electrical engineering business as the new engine for its rapid development i
41、n 2016.Based on the existing electrical engineering equipment,the Company strived to develop electrical engineering equipment covering lots of series of electrical engineering equipment and sockets.In future,the Company would make efforts to create a strategic layout where the development of lightin
42、g products keeping pace with electrical engineering equipment.2.Main business model (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 invit
43、ation supervisory committee consisting of personnel from several departments 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 go
44、od quality of the raw materials ensured.(2)Production models Production 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
45、the plan to avoid Foshan Electrical and Lighting Co.,Ltd.Annual Report 2016 11 extra stock and at the same time ensure that 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
46、are at a fast pace of renewal and different customers often have different requirements regarding the products appearances 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
47、formulate our production plans based on them and then make procurement plans according to the production plans,which will 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 indepe
48、ndent production and outsourcing With a high production 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 produc
49、tion processes and examine carefully the quality of the products finished.In this way,our supply of products is guaranteed.(3)Sales model We mainly adopt a commercial agent model,selling our products to commercial agents through various channels and setting up business divisions under the sales depa
50、rtment to follow up the use of our products by customers and provide relevant support.In terms of channels,besides consolidating wholesale,we will also focus on the development of franchised stores,illumination engineering&commercial lighting,e-commerce&retail sales and automotive lighting to minimi