Annual Report 2018 IMPORTANT
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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) Stock Code: 1766 Driving Value For You Annual Report 2018 IMPORTANT 1. The Board and the Supervisory Committee of the Company and its Directors, Supervisors and Senior Management warrant that there are no false representations, misleading statements contained in or material omissions from this annual report and they will assume joint and several legal liabilities for the truthfulness, accuracy and completeness of the contents disclosed herein. 2. This report has been considered and approved at the ninth meeting of the second session of the Board of the Company. All Directors attended the Board meeting. 3. Deloitte Touche Tohmatsu CPA LLP has issued standard unqualified audit report for the Company’s financial statements prepared under the PRC GAAP in accordance with PRC Auditing Standards. Deloitte Touche Tohmatsu has issued standard unqualified audit report for the financial statements prepared under the International Financial Reporting Standards (“IFRSs”) in accordance with Hong Kong Standards on Auditing. 4. Liu Hualong, the Chairman of the Company, Zhan Yanjing, the Chief Financial Officer and Wang Jian, the head of the Accounting Department (person in charge of accounting affairs) warrant the truthfulness, accuracy and completeness of the financial statements in this annual report. http://www.crrcgc.cc/ 5. Statement for the risks involved in the forward-looking statements: this report contains forward-looking statements that involve future plans and development strategies which do not constitute a substantive commitment by the Company to investors. Investors should be aware of the investment risks. 6. The Company has proposed to distribute a cash dividend of RMB0.15 (tax inclusive) per share to all Shareholders based on the total share capital of the Company of 28,698,864,088 shares as at 31 December 2018. 7. Unless specified otherwise, the recording currency used in this report is Renminbi. 8. Major risk notice: the major risk factors faced by the Company include product quality risks, policy risks, market risks, industry structure adjustment risks and exchange rate risks, which have been described in detail in this report. Please refer to the discussion and analysis on possible risks that the Company will face in its future development in “Report of Directors – B. Management Discussion and Analysis”. CONTENTS Results Highlights 2 Financial Summary 3 Chairman’s Statement 4 Report of Directors 8 Directors, Supervisors, Senior Management and Staff 57 Corporate Governance Report 68 Relevant Information of Corporate Bonds 81 Investor Relations 85 Changes in Shares and Particulars of Shareholders 87 Significant Events 97 Independent Auditor’s Report 107 Consolidated Statement of Profit or Loss and Other Comprehensive Income 111 Notes to the Consolidated Financial Statements 123 Definition 277 Company Profile 279 RESULTS HIGHLIGHTS Revenue (RMB’ 000) Profit after tax (RMB’ 000) Profit attributable to shareholders of the Company (RMB’ 000) 2018: 2018: 2018: Annual ReportAnnual 2018 214,521,647 12,998,507 11,305,044 CRRC CORPORATION LIMITED LIMITED CRRC CORPORATION 2017: 2017: 2017: 207,044,257 12,997,418 10,791,348 +3.61% +0.01% +4.76% Basic earnings per share (RMB/share) Total assets (RMB’ 000) Total liabilities (RMB’ 000) 2018: 31 December 2018: 31 December 2018: 0.39 357,523,050 207,838,423 http://www.crrcgc.cc/ 2017: 31 December 2017: 31 December 2017: 0.38 375,206,469 233,286,847 +2.63% -4.71% -10.91% Including: equity attributable to Total equity (RMB’ 000) Shareholders’ equity per share shareholdersof the Company (RMB’ 000) (RMB/share) 31 December 2018: 31 December 2018: 31 December 2018: 149,684,627 128,457,695 4.48 31 December 2017: 31 December 2017: 31 December 2017: 141,919,622 121,583,931 4.24 +5.47% +5.65% +5.66% 002 FINANCIAL SUMMARY 2018 2017 2016 2015 2014 (RMB’ 000) (RMB’ 000) (RMB’ 000) (RMB’ 000) (RMB’ 000) (restated) (restated) (restated) (restated) Results Revenue 214,521,647 207,044,257 224,135,679 237,819,479 218,450,551 Cost of sales and services 168,459,287 161,380,253 179,111,581 191,281,913 175,619,451 Gross profit 46,062,360 45,664,004 45,024,098 46,537,566 42,831,100 Other income and gains 6,536,147 5,175,613 4,019,061 3,643,040 2,534,376 Impairment losses, net of reversal 1,630,275 — — — — Loss on derecognition of financial assets at amortised cost 416,186 77,153 38,718 29,047 — Distribution and selling expenses 7,745,841 7,218,094 7,250,164 7,953,771 7,401,938 Administrative expenses 14,274,711 14,907,929 12,973,350 12,635,370 11,431,134 R&D expenses 10,896,916 9,977,454 9,473,770 9,872,472 8,311,775 Other expenses 1,248,388 2,399,452 1,630,374 1,695,334 2,216,995 Finance costs 1,602,132 1,400,593 1,264,203 1,411,473 2,269,159 Share of profits of associates and joint ventures 558,314 526,241 453,354 418,956 733,634 Profit before taxation 15,342,372 15,385,183 16,865,934 17,002,095 14,468,109 Income tax expense 2,343,865 2,387,765 3,024,670 2,951,618 2,136,117 Profit for the year 12,998,507 12,997,418 13,879,982 14,079,524 12,331,991 Attributable to: Owners of the parent company 11,305,044 10,791,348 11,282,777 11,800,517 10,808,076 Non-controlling interests 1,693,463 2,206,070 2,597,205 2,279,007 1,523,915 Earnings per share Basic 0.39 0.38 0.41 0.43 0.40 Diluted 0.39 0.37 0.41 0.43 0.40 Assets and liabilities Total assets 357,523,050 375,206,469 338,350,133 311,792,404 293,754,410 Total liabilities 207,838,423 233,286,847 214,470,206 198,131,155 191,453,589 Total equity attributable to owners of the parent Company 128,457,695 121,583,931 104,893,018 96,969,856 89,400,937 Non-controlling interests 21,226,932 20,335,691 18,986,909 16,691,393 12,899,884 Total equity at the end of the period (shares) 28,698,864,088 28,698,864,088 27,288,758,333 27,288,758,333 13,803,000,000 Net cash flows from operating activities 18,869,344 16,184,344 14,989,962 14,971,797 28,418,747 003 CHAIRMAN’S STATEMENT http://www.crrcgc.cc/ CHAIRMAN’S STATEMENT Annual ReportAnnual 2018 CRRC CORPORATION LIMITED LIMITED CRRC CORPORATION http://www.crrcgc.cc/ 006 Chairman’s Statement Dear shareholders, In 2018, with the concerted efforts of the Board, the management team and all employees, CRRC started its high-quality development journey with a new look in reform and development as well as production and operation, an improvement of management quality, new achievements in technological innovation, new breakthroughs in relevant diversified industries, new impetus in reform and development and a new situation in operation and management. For the year, both operating revenue and net profit attributable to the parent of CRRC achieved growth, relying on the strong support of all the shareholders. Hereby, I would like to express my sincere gratitude to all investors on behalf of the Board. 2018 is the 40th anniversary of the reform and opening-up of China, and therefore, is of particular significance to CRRC. Over the four decades, from learning to innovation, bringing in to going global and lagging behind to leading, CRRC wrote a glorious chapter for the development of China’s rolling stock industry. For the past 40 years, there were significant changes in our business scale and strength owing to our hardworking and forging ahead. Specifically, we have transformed from manufacturing-based to opearting-based and from product operation to capital operation with the courage to pursue reform and keep pace with the times, we have changed our role from a pursuer to a leader and achieved the shift from “Made in China” to “Created in China” with the strategy of taking the initiative, innovation and surpassing, we have changed from only bringing in to products, technology and capital “going global” with the attitude of having a dream and embracing the world, and we have seen the change from meeting the basic needs of employees to ensuring employees’ decent lives with the mission of caring for and bringing benefits to employees. CRRC is the world’s largest and most diverse rolling stock supplier with advanced technology, ranking among the “Fortune” Global 500 companies and China Top 100 companies, with products exported to 105 countries and regions. The high-speed railway has become a bright “Card of China”, profoundly changed people’s lifestyle. In 2019, seven priority tasks were well defined at the Central Economic Working Conference, of which high-quality manufacturing development was put high on the agenda. As the pacesetter of high-end equipment manufacturing industry, in order to achieve high- quality development, it is not only CRRC’s mission to implement the strategy of strong transportation country, but also is the only road for CRRC to tackle risks and challenges, continuously expand and develop into world-leading company. 2019 marks the 70th anniversary of the founding of the PRC, it is a crucial year for CRRC to implement the strategic plan for the “13th Five-Year” period and also a key year for CRRC to achieve the strategic goal of “two builds, one develop (雙打造一培育) ”1.