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        粤照明B:2015年告诉(英文版)_线上真人赌博

        作者:线上真人赌博  时间:2018-11-01 08:13  阅读:8102

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

          FOSHAN ELECTRICAL AND LIGHTING CO., LTD.

           The 2015 Annual Report

           March 2016

           1

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

           Section I Important Statements, Contents & Terms

          The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management staff of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as the

          “Company”) warrant that this Report is factual, accurate and complete without any false

          information, misleading statements or material omissions. And they shall be jointly and severally liable for that.

          He Yong, company principal, Liu Xingming, chief of the accounting work, and Tang Qionglan, chief of the accounting organ (chief of accounting), hereby confirm that the financial report carried in this Report is factual, accurate and complete.

          All directors attended the board meeting for reviewing this Report.

          GP Certified Public Accountants LLP has issued a standard auditor’s report with unqualified

          opinion for the Company.

          The accounting data and financial report in this Report have all been audited by GP 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 involved in this Report shall not be considered as virtual promises of the Company to investors. And investors are kindly reminded to pay attention to possible risks.

          The Company has described in detail in this Report the risk of market competition, the risk of rising

          operating costs and the risk of falling prices of inventories. Please refer to “Possible risks” in “Outlook of the Company’s future development” in “Section IV Discussion & Analysis by Management” of this Report.

          The Company’s preliminary plan for profit distribution upon review and approval at the board

          meeting: Based on the total shares of 1,272,132,868, a cash dividend of RMB 0.125 yuan (tax included) will be distributed to all shareholders for every 10 shares that they hold. No bonus shares will be granted and no capital reserve will be turned into share capital.

           2

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

           Contents

          Section I Important Statements, Contents & Terms ....................................................................... 2

          Section II Company Profile & Financial Highlights ....................................................................... 5

          Section III Business Highlights ....................................................................................................... 10

          Section IV Discussion & Analysis by the Management ................................................................ 14

          Section V Significant Events ........................................................................................................... 36

          Section VI Share Changes & Particulars about the Shareholders .............................................. 59

          Section VII Preference Shares ........................................................................................................ 70

          Section VIII Directors, Supervisors, Senior Management Staff & Employees .......................... 71

          Section IX Corporate Governance ................................................................................................. 86

          Section X Financial Report ............................................................................................................. 98

          Section XI Documents Available for Reference ........................................................................... 207

           3

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

           Terms

           Term Specific contents

          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.

          Shenzhen 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 and Lighting Co.,

           Ltd.

          Board of Directors Board of Directors of Foshan Electrical and Lighting Co., Ltd.

          Supervisory Committee Supervisory Committee of Foshan Electrical and Lighting Co., Ltd.

          Annual report auditor, GP GP Certified Public Accountants LLP

          Yuan, ten thousand, million, billion RMB Yuan, RMB Ten Thousand, RMB million, RMB billion

           4

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

           Section II Company Profile & Financial Highlights

          I. Basic information of the Company

          Stock abbr. FSL / FSL B Stock code 000541/200541

          Stock exchange Shenzhen Stock Exchange

          Company name in Chinese 佛山电器照明股份公司[gōngsī]

          Abbr. of Company name in 佛山照明

          Chinese

          Company name in English (if FOSHAN ELECTRICAL AND LIGHTING CO., LTD.

          any)

          Abbr. of Company name in FSL

          English (if any)

          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 District, Foshan City, Guangdong Province, P.R.China

          Zip code 528000

          Company website

          Email address gzfsligh@pub.foshan.gd.cn

          II. Contact information

           Company Secretary Securities Affairs Representative

          Name Lin Yihui Huang Yufen

           No. 64, Fenjiang North Road, Chancheng No. 64, Fenjiang North Road, Chancheng

          Contact address District, Foshan City, Guangdong District, Foshan City, Guangdong

           Province, P.R.China Province, P.R.China

          Tel. (0757) 82966062 82810239 (0757) 82966028

          Fax (0757) 82816276 (0757) 82816276

          E-mail fsl-yh@126.com fslhyf@163.com

          III. About information disclosure and where this Report is placed

          Newspapers designated by the Company for China Securities Journal, Securities Times, Securities Daily, Ta Kung Pao

          information disclosure (HK)

           5

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

          Internet website designated by CSRC for disclosing

          this Report

          Where this Report is placed Company Secretary Office, FSL Office Building, No. 64, Fenjiang North

           Road, Chancheng District, Foshan City, Guangdong Province, P.R.China

          IV. Changes in the registered information

          Organizational code 91440000190352575W

          Changes in main business since listing (if No changes

          any)

           On 9 Sept. 2015, OSRAM Germany, the controlling shareholder of the Company’s

           biggest shareholder—Hong Kong Wah Shing Holding Company Limited (formerly

           known as “Osram Holding Co., Ltd.”; hereinafter referred to as “Hong Kong Wah

           Shing”), signed The Equity Transfer Agreement with Guangdong Electronics

           Information Industry Group Ltd. (“Electronics Group”). According to the Agreement,

           OSRAM Germany transferred the 100% equity interests of Hong Kong Wah Shing to

           Electronics Group on 4 Dec. 2015. After the equity transfer, Electronics Group became

           the sole shareholder of Hong Kong Wah Shing and the indirect biggest shareholder of

           the Company, indirectly holding 171,360,391 A-shares in the Company; and OSRAM

          Changes of controlling shareholder (if any) Germany no longer held shares in the Company directly or indirectly. Meanwhile,

           Electronics Group and its acting-in-concert parties Shenzhen Rising Investment

           Development Co., Ltd. (“Shenzhen Rising Investment”) and Hong Kong Rising

           Investment Development Limited (“Hong Kong Rising Investment”) bought in another

           99,894,475 A-shares and another 23,165,684 B-shares of the Company from the

           secondary market. The said three companies combined hold 294,420,550 A-shares and

           B-shares in the Company, accounting for 23.144% of the total shares of the Company.

           Therefore, Electronics Group and its acting-in-concert parties Shenzhen Rising

           Investment and Hong Kong Rising Investment are the controlling shareholder of the

           Company.

          V. Other information

          The CPAs firm hired by the Company

          Name GP Certified Public Accountants LLP

          Office address 10/F, Guangdong Holdings Tower, 555 DongFeng Road East, Guangzhou, Guangdong

           Province, P.R.China

          Signing accountants Wang Shaohua & Hong Wenwei

          Sponsor engaged by the Company to conduct sustained supervision during the reporting period

          □ Applicable √ Inapplicable

          Financial consultant engaged by the Company to conduct sustained supervision during the reporting period

           6

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

          □ Applicable √ Inapplicable

          VI. Accounting and financial highlights

          Does the Company adjust retrospectively or restate the accounting data of previous years due to changes in the accounting policy or correction of accounting errors?

          □ Yes √ No

           Increase/decrease of

           2015 2014 current year over last 2013

           year

          Operating revenues (RMB Yuan) 2,876,659,100.63 3,068,641,200.17 -6.26% 2,526,679,810.53

          Net profits attributable to

          shareholders of the Company 53,405,593.12 266,125,048.97 -79.93% 251,831,356.38

          (RMB Yuan)

          Net profits attributable to

          shareholders of the Company after 150,093,497.33 306,310,907.76 -51.00% 247,092,182.53

          extraordinary gains and losses

          (RMB Yuan)

          Net cash flows from operating 188,325,189.43 305,638,745.34 -38.38% 204,756,881.88

          activities (RMB Yuan)

          Basic EPS (RMB Yuan/share) 0.0420 0.2092 -79.92% 0.1980

          Diluted EPS (RMB Yuan/share) 0.0420 0.2092 -79.92% 0.1980

          Weighted average ROE (%) 1.27% 9.08% -7.81% 8.69%

           Increase/decrease of

           As at 31 Dec. 2015 As at 31 Dec. 2014 current year-end than As at 31 Dec. 2013

           last year-end

          Total assets (RMB Yuan) 6,048,296,432.78 3,736,704,336.40 61.86% 3,373,781,552.85

          Net assets attributable to

          shareholders of the Company 5,023,546,888.12 3,044,585,720.58 65.00% 2,890,581,921.74

          (RMB Yuan)

          VII. Differences of the accounting data under the domestic and the overseas accounting standards

          1. Differences of the net profits and the net assets disclosed in the financial reports prepared under the international and the Chinese accounting standards

          □ Applicable √ Inapplicable

          No such differences for the reporting period

           7

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

          2. Differences of the net profits and the net assets disclosed in the financial reports prepared under the overseas and the Chinese accounting standards

          □ Applicable √ Inapplicable

          No such differences for the reporting period

          VIII. Financial highlights by quarter

           Unit: RMB Yuan

           Q1 Q2 Q3 Q4

          Operating revenues 767,330,509.62 757,032,276.87 708,115,195.93 644,181,118.21

          Net profit attributable to 99,482,670.12 776,089.19 -26,823,845.62 -20,029,320.57

          shareholders of the Company

          Net profit attributable to

          shareholders of the Company after 81,758,984.51 10,053,025.94 37,030,978.71 21,250,508.17

          extraordinary gains and losses

          Net cash flows from operating 67,138,040.36 32,136,307.34 47,899,905.70 41,150,936.03

          activities

          Any material difference between the financial indicators above or their summations and those which have been disclosed in quarterly or semi-annual reports?

          □ Yes √ No

          IX. Extraordinary gains and losses

          √ Applicable □ Inapplicable

           Unit: RMB Yuan

           Item 2015 2014 2013 Note

          Gains/losses on disposal of non-current

          assets (including offset part of asset -8,172,702.85 -1,287,703.94 9,418,476.76

          impairment provisions)

          Government grants recognized in current

          period, except for those acquired in ordinary

          course of business or granted at certain 4,780,007.27 2,174,021.86 1,031,790.96

          quotas or amounts according to

          government’s unified standards

          Capital occupation charges on non-financial

          enterprises that are recorded into current 1,981,349.56

          gains and losses

          Gains due to that investment costs for the

          Company to obtain subsidiaries, associates -17,112.47

          and joint ventures are lower than enjoyable

          fair value of identifiable net assets of

           8

           The 2015 Annual Report of Foshan Electrical and Lighting Co., Ltd.

          investees when making investments

          Gains and losses on change in fair value

          from tradable financial assets and tradable

          financial liabilities, as well as investment

          income from disposal of tradable financial 19,472,654.77 2,962,781.37 -109,530.85

          assets and tradable financial liabilities and

          financial assets available for sales except for

          effective hedging related with normal

          businesses of the Company

           Compensations for the

          Non-operating income and expense other false securities

          than above -130,293,226.71 -51,945,691.06 -7,368,961.02 statement case

           recognized

          Other gain and loss items that meet 944,428.72 1,499,406.22

          definition of extraordinary gain/loss

          Less: Income tax effects -16,925,475.37 -6,958,646.77 901,071.70

           Minority interests effects (after tax) 344,540.78 530,207.54 -687,120.14

          Total -96,687,904.21 -40,185,858.79 4,739,173.85 --