Shanghai Yaohua Pilkington Glass Group Co., Ltd. 600819 Annual Report 2019
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SHANGHAI YAOHUA PILKINGTON GLASS GROUP CO., LTD. 600819 ANNUAL REPORT 2019 Important Prompt I. The Board, the Supervisory Committee and all directors, supervisors and senior officers of the Company commit that there is no false record or misleading statement or omission of material importance in the content of this annual report, and will bear individual and joint responsibility to the authenticity, accuracy and integrity of this report. II. All directors were present at the board meetings. III. Zhonghua Certified Public Accountants LLP issued standard unqualified Audit Report. IV. Mr. Zhao Jian, the Chairman of the Company, Mr. Gao Fei, the in charge person of accounting function and Mr. Zeng Yupeng, the in charge person of accounting department jointly declare the authenticity, accuracy and integrity of the financial statements in this annual report. V. Profit distribution plan or use capital surplus to enlarge share capital approved by the board of directors In accordance with the relevant regulations of Guidance of Cash Dividend Allocation of Listed Companies issued by SSE as well as the Articles of Association of the Company, and considering the actual situation of the Company, the profit for 2019 to be distributed is planned as below: The profit distribution will take place based on the total equity on the share record date of the dividend appropriation (the date will be clarified in the public announcement on dividend appropriation) to allocate cash dividend of RMB 0.67 (tax inclusive) for every 10 shares, it is proposed to allocate total cash dividend of RMB 62,639,376.62 based on the total share capital of 934,916,069 shares by 31 December 2019, If the total equity changes before the share record date, the Company will maintain the total amount of profit distribution but change the dividend allocation amount per share and the Company will publish additional announcement for details. The Company has no intention of issuing bonus shares or converting capital reserve to share capital. The plan will be carried out upon the approval of the Annual Shareholders’ General Meeting for 2019. VI. Risk pre-caution statement to the description of future development plan √Applicable □N/A As there are uncertainties in the description of the Company’s future development plan in the annual report, the Company takes no material commitment to investors who should be aware of possible risks. VII. Is there any non-operating fund occupied by controlling shareholder and its related parties? No. VIII. Is there any outward guarantee provided in violation of the regulated decision-making procedures? No. IX. Major risk prompt The Company states the industry and market risks in the report, please refer to the discussion and analysis of the Company’s future development in “IV. Operation and Analysis of the Management” which mentions the possible risks and resolutions. X. Others □Applicable √N/A CONTENTS I. ABBREVIATION II. CORPORATE PROFILE AND MAJOR FINANCIAL INDICES III. BUSINESS OUTLINE IV. MANAGEMENT DISCUSSION AND ANALYSIS V. IMPORTANT EVENTS VI. ORDINARY SHARE CHANGES AND SHAREHOLDERS VII. RELEVANT SITUATION OF PREFERED SHARES VIII. DIRECTORS, SUPERVISORS, SENIOR OFFICERS AND EMPLOYEES IX. CORPORATE GOVERNANCE X. RELEVANT SITUATION OF CORPORATE BONDS XI. FINANCIAL STATEMENTS XII. BACK-UP DOCUMENTS I. Abbreviation Unless otherwise clearly indicated by the context, terms used in this Report shall have the following meanings: Abbreviation China Securities Regulatory CSRC means Commission SSE means Shanghai Stock Exchange Shanghai Yaohua Pilkington Glass The Company or SYP means Group Co., Ltd. Shanghai Building Materials (Group) SBM means Co., Ltd. Pilkington means Pilkington International Holdings BV China Composites means China Composites Group Co., Ltd. Hong Kong Haijian means Hong Kong Haijian Industrial Co., Ltd. SYPB means Shanghai SYP Building Glass Co., Ltd. means Shanghai SYP Engineering Glass Co., SYPE Ltd. means Tianjin SYP Engineering Glass Co., TSYPE Ltd. means Jiangmen SYP Engineering Glass Co., JSYPE Ltd. means Chongqing SYP Engineering Glass CSYPE Co., Ltd. TSYP means Tianjin SYP Glass Co., Ltd. JSYP means Jiangsu Pilkington SYP Glass Co., Ltd. HSYP means Jiangsu Huadong SYP Glass Co., Ltd. GSYP means Guangdong SYP Glass Co., Ltd. CSYP means Changshu SYP Special Glass Co., Ltd. SYPKA means SYP Kangqiao Autoglass Co., Ltd. means Wuhan SYP Kangqiao Autoglass Co., WSYPA Ltd. YSYPA means Yizheng SYP Autoglass Co., Ltd. CSYPA means Changshu SYP Autoglass Co., Ltd. TSYPA means Tianjin SYP Autoglass Co., Ltd. SYP Shijin means Shanghai SYP Shijin Glass Co., Ltd. Glasslink means Glasslink Limited SYP Investment means Shanghai SYP Investment Co., Ltd. means SYP – CHENGDING Industry SYP - CHENGDING Investment Fund (limited partnership) RMB or yuan means Chinese Yuan, currency unit in China II. Corporate Profile and Major Financial Index 1. Company Information Chinese Name of the Company 上海耀皮玻璃集团股份有限公司 Chinese Name Abbreviation 耀皮玻璃 English Name of the Company Shanghai Yaohua Pilkington Glass Group Co., Ltd. English Name Abbreviation SYP Legal Representative Zhao Jian 2. Contact Person and Information Secretary to the Board Stock Representative Name Lu Minghong Huang Bing Address Building 4-5, 1388 Zhangdong Building 4-5, 1388 Zhangdong Road, Pudong New Area, Road, Pudong New Area, Shanghai Shanghai Telephone 0086-21-61633599 0086-21-61633599 Number Fax Number 0086-21-58801554 0086-21-58801554 E-mail address [email protected] [email protected] 3. Basic Information Registered address Building 4-5, 1388 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone Zip code 201203 Office address Building 4-5, 1388 Zhangdong Road, Pudong New Area, Shanghai Zip code 201203 Website www.sypglass.com E-mail address [email protected] 4. Information Disclosure Newspapers for information Shanghai Securities News disclosure Hong Kong Ta Kung Pao Website for publishing Annual Report http://www.sse.com.cn designated by CSRC Place for Annual Report inspection Office of the Board of Directors 5. Stock Information Brief Information of the Stock Type Place of listing Stock abbreviation Stock code A Share SSE SYP Glass 600819 B Share SSE SYP B share 900918 6. Other relevant information Zhong Hua Certified Public Accountants Name LLP Name of the Public 6/F the Bund Square, 100 South Accountants employed by Address Zhongshan Road, Shanghai the Company (domestic) Signed Rong Kaiyu, Xiong Yang Accountants Name Name of the Public Address Accountants employed by Signed the Company (domestic) Accountants Name of the sponsor Name performed supervision duty Address for the Company in the Signed Sponsor reporting period Representative Supervision Period Name Address Name of the financial Signed consultant performed Financial supervision duty for the Consultant Company in the reporting Representative period Supervision Period 7. The major accounting and financial indices for the last three years at the end of the reporting period (1) Main accounting data Unit: RMB +/- Major Accounting Data 2019 2018 2017 (%) Operating Revenue 4,511,016,242.55 3,857,409,863.63 16.94 3,273,427,196.95 Net Profit attributable to shareholders of the 208,497,447.62 90,681,852.23 129.92 47,947,535.21 parent company Net profit attributable to shareholders of the parent 137,354,316.20 -19,469,828.58 N/A -90,833,539.62 company deducting extraordinary gains and losses Net cash flow from 598,270,658.67 376,937,934.37 58.72 172,375,431.81 operating activities +/- 31 Dec 2019 31 Dec 2018 31 Dec 2017 (%) Net assets attributable to shareholders of the 3,288,240,436.71 3,083,545,318.16 6.64 3,007,822,123.03 parent company Total Assets 7,106,136,466.55 7,293,966,646.70 -2.58 7,015,456,690.71 (2) Major Financial Data +/- Major Accounting Data 2019 2018 2017 (%) Basic earnings per share 0.22 0.10 120.00 0.05 (RMB/share) Diluted earnings per share 0.22 0.10 120.00 0.05 (RMB/share) Basic earnings per share excluding extraordinary gains 0.15 -0.02 N/A -0.10 and losses (RMB/share) Increased 3.56 Weighted average ROE(%) 6.54 2.98 percentage 1.59 points Weighted average ROE Increased 4.95 excluding extraordinary 4.31 -0.64 percentage -3.01 gains/losses(%) points Explanation of the accounting data and financial indices for the last three years at the end of the reporting period. □Applicable √ N/A 8. Accounting data differences due to different accounting standard overseas and domestically. (1) Differences of net profit and net assets attributable to the parent company when applying International Accounting Standard and China Accounting Standard. □Applicable √ N/A (2) Differences of net profit and net assets attributable to the parent company when applying overseas accounting standard and China Accounting Standard. □Applicable √ N/A (3) Difference of overseas and domestic accounting standard □Applicable √N/A 9. Major financial data for 2019 by quarter Unit: RMB Q1 (Jan-Mar) Q2 (Apr-Jun) Q3 (Jul-Sep) Q4 (Oct-Dec) Operating Revenue 1,058,059,523.34 1,079,053,025.58 1,169,426,813.83 1,204,476,879.80 Net profit attributable to shareholders of the 33,942,823.79 48,671,690.10 53,626,777.82 72,256,155.91 parent company Net profit attributable to shareholders of the parent 12,052,263.58 29,289,702.03 36,541,429.89 59,470,920.70 company deducting extraordinary gains and losses Net cash flow from -26,123,516.56 268,071,099.85 43,033,480.77 313,289,594.61 operating activities Explanation of difference between financial data by quarter and the data disclosed in periodic report. □Applicable √ N/A 10. Items and amount of