Annual Report Are Prepared Under PRC Accounting Standards; 2
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Contents 2 Financial Highlights 3 Chairman’s Report 5 Management Discussion and Analysis 11 Directors, Supervisors and Senior Management 22 Corporate Governance Report 35 Directors’ Report 51 Supervisory Committee’s Report 53 Auditors’ Report 58 Consolidated Statement of Financial Position 60 Consolidated Statement of Profit or Loss 61 Consolidated Statement of Changes in Equity 62 Consolidated Statement of Cash Flows 64 Statement of Financial Position 66 Statement of Profit or Loss 67 Statement of Changes in Equity 68 Statement of Cash Flows 70 Notes to Financial Statements 219 Glossary 224 Basic Corporate Information Notes: 1. The financial data in this Annual Report are prepared under PRC Accounting Standards; 2. This Annual Report is prepared in Chinese and English. In the event of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail. Financial Highlights CONSOLIDATED STATEMENT OF PROFIT OR LOSS HIGHLIGHTS Year Ended 31 December 2017 2016 2015 2014 2013 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Note) (Restated) Revenue 15,143,709 14,657,820 14,800,035 12,676,197 8,855,964 Operating profit 2,816,361 2,971,620 3,270,376 2,485,808 1,614,400 Total profit 2,874,309 3,320,250 3,456,495 2,754,914 1,703,580 Net profit 2,562,210 2,902,686 2,978,237 2,392,009 1,466,225 Net profit attributable to shareholders of the Parent 2,523,471 2,893,142 2,965,278 2,394,818 1,467,021 Non-controlling interests 38,739 9,544 12,959 (2,809) (796) Basic earnings per share (RMB Yuan/share) RMB2.15 RMB2.46 RMB2.52 RMB2.04 RMB1.33 CONSOLIDATED STATEMENT OF FINANCIAL POSITION HIGHLIGHTS As at 31 December 2017 2016 2015 2014 2013 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Restated) Total assets 26,649,648 23,735,276 22,932,182 16,924,904 13,398,482 Total liabilities 8,593,083 7,664,369 8,914,713 5,754,138 4,248,362 Net assets 18,056,565 16,070,907 14,017,469 11,170,766 9,150,120 Note: On 2 August 2017, the Group completed the business combination under common control of Shanghai Yongdian, and hence the related information of the year 2016 of consolidated financial statements are restated to include the financial position, financial performance and cash flows of the acquiree, to conform the presentation and accounting treatment for the current year. The related details are set out in Note VI.2. 2 ZHUZHOU CRRC TIMES ELECTRIC CO., LTD. 2017 Annual Report Chairman’s Report Dear Shareholders, I am pleased to present the annual report of the Company for the year ended 31 December 2017. On behalf of the Board of Directors, I would like to express my sincere gratitude to all shareholders for your continual support and care. Performance Review The Group’s revenue in 2017 amounted to RMB15,143.7 million (2016 (Restated): RMB14,657.8 million), representing an increase of 3.3% year-on-year. Net profit attributable to shareholders of the Parent amounted to RMB2,523.5 million (2016 (Restated): RMB2,893.1 million), representing a decrease of 12.8% year-on-year. Basic earnings per share amounted to RMB2.15 (2016 (Restated): RMB2.46), representing a decrease of 12.6% year-on-year. Business Review and Outlook Business Review In 2017, China’s railway construction investment remained stable. The completion and operation of the “Four Vertical and Four Horizontal” high-speed railway network were ahead of schedule, and China’s standard electric multiple units “Fuxinghao” reached 350km/h in commercial operation. Adhering to the core philosophy of “stabilising inventory, increasing growth points, pursuing differentiation and focusing on synergy”, the Group concentrated on the themes of “industrial operation, lean production and excellent brands”, and made detailed plans and explored different measures. It has achieved overall steady development. In the field of the traction systems for locomotives, the domestic demand for locomotives recovered and the market position was stable. Overseas projects met the delivery schedule and research projects advanced smoothly. In the field of the traction systems for electric multiple units, China’s standard electric multiple units were delivered in batches and the products of the Company were working well. In the field of urban rail transit, new contracts of the Company’s traction systems hit record high and the market share of non-traction products increased steadily. The Group secured new contracts for the permanent magnet traction system again and China’s first unmanned metro line was put into operation for passenger transportation, for which the Company provided the traction, auxiliary, train control and diagnostic system. In respect of railway engineering machinery, the world’s first catenary railcars for centralised maintenance secured a batch order. The sales revenue set another new record while the production and delivery capabilities improved significantly. In respect of signal & communication products, the independently developed CBTC signal system and the tram signal system both secured their first order. The new generation of LKJ products received the CRCC certificate issued by China Railway Test & Certification Centre. In respect of parts and components, the Group secured orders of high-voltage IGBT modules for electric power system and successfully developed the crimping IGBT with the largest capacity in the world. In the field of new industries, orders in the marine engineering market increased rapidly and breakthroughs were made in the domestic power market for the first time. The electric drive system for passenger vehicles secured a batch order. In the past year, the Company pushed forward for resources integration, optimised product development procedure, reformed the management system, and operated in a more steady and efficient manner. 2017 Annual Report ZHUZHOU CRRC TIMES ELECTRIC CO., LTD. 3 Chairman’s Report Outlook Railway development is the prerequisite of a country’s transport capability. In the coming years, domestic railway investment will be on the rise. Coupled with the “One Belt one Road” initiative, supply-side structural reform and accelerating construction of urban agglomeration and economic belt, which will bring opportunities to the Company. The year 2018 is crucial to the 13th Five-Year Plan. In pursuit of further progress, the Group will fully implement the “Three-Year Action Plan” and follow the direction of “adhering to one strategic principle, taking two development paths and achieving breakthroughs in five major growing industries”. In the field of traction systems for locomotives and electric multiple units, the Company will fully secure the delivery of standard electric multiple unit products and locomotive products. It will reach out to railway administration while exploring new railway market and overseas market. It will closely monitor the progress of, amongst others, the 160km/h central power electric multiple unit project and the 250 km/h standard electric multiple units project. In the field of urban rail transit, the Company will extend to other cities and consolidate the market position of the traditional traction system business. It will also promote the applications of new technologies including the fully automated driving system and permanent magnet traction system. In the field of railway engineering machinery, the Company will strengthen the synergy of “systems + overall units + service”. It will accelerate the research on key technology relating to overall units and systems, while enriching the product mix of heavy rail vehicles. In the field of signal & communication products, the Company will focus on developing key cities and construct “leading projects” of the independently developed CBTC signal system. In the field of parts and components sector, the Company will enhance resources synergy, concentrate on market breakthrough and speed up the development of the new generation of IGBT technology. In the field of new industries, the Company will boost the synergy in marine engineering industry between the PRC and the UK, expand the strategic footprint, and begin to deliver the electric motor system for passenger vehicles in batches. Looking forward to the future, the Group is confident in making use of its advantages while consolidating its position in the industry and making efforts to develop its businesses, thereby creating greater value for the Shareholders. Ding Rongjun Chairman of the Board Zhuzhou, Hunan, the PRC 26 March 2018 4 ZHUZHOU CRRC TIMES ELECTRIC CO., LTD. 2017 Annual Report Management Discussion and Analysis The following discussion and analysis should be read in conjunction with the Group’s audited financial statements and their notes as set out in this Annual Report. Revenue 2017 2016 (Restated) (RMB million) (RMB million) Locomotives 2,692.1 1,924.7 Electric Multiple Units 3,438.0 5,446.2 Metropolitan rail transportation equipment 2,579.4 2,584.3 Railway maintenance machineries related products 3,041.1 1,781.7 Signal & communication products 652.6 536.0 Key electric part system and component products 1,763.8 1,562.3 Marine engineering products and others 976.7 822.6 Total revenue 15,143.7 14,657.8 The Group’s revenue increased by RMB485.9 million or 3.3% from RMB14,657.8 million for the year ended 31 December 2016 (Restated) to RMB15,143.7 million for the year ended 31 December 2017. In 2017, Electric Multiple Units recorded a decline in revenue while metropolitan rail transportation equipment basically maintained the same level of revenue, and other product series achieved different levels of growth in revenue. Of which, railway maintenance machineries related products recorded higher growth than other products, representing an increase of RMB1,259.4 million as compared to last year, which was mainly due to the delivery of the JJC maintenance machine of catenary.