小天鹅Ｂ：报告（英文版） .ppt

,2012 Annual Report of Wuxi Little Swan Company Limited,Wuxi Little Swan Company Limited,2012 Annual Report,March 2013,1,2012 Annual Report of Wuxi Little Swan Company LimitedI.Important Notes,Contents&ExplanationThe Board of Directors,the Board of Supervisors as well as all directors,supervisors and seniormanagement staff of Wuxi Little Swan Company Limited(hereinafter referred to as“the Company”)warrant that this report does not contain any false or misleading statements or omit any materialfacts and hereby accept,individually and collectively,responsibility for the factuality,accuracy andcompleteness of the contents carried in this report.Mr.Fang Hongbo,company principal,Mr.Chai Xinjian,general manager,Mr.Zhang Zhaofeng,chief of the accounting work,and Mr.Zhong Fangliu,chief of the accounting organ(chief ofaccounting),hereby confirm that the Financial Report enclosed in this report is factual,accurate andcomplete.Except the following directors,all other directors attended in person the board session for reviewingthis report.,NameYe Yongfu,PositionIndependent director,Reason for not attending theboard session in personOverseas,Name of proxyYu Lihui,The Companys profit distribution preplan upon review and approval of this board session:Basedon the total shares of the Company as at 31 Dec.2012,a cash dividend of RMB 3.00(tax included)will be distributed for every 10 shares held by shareholders.No bonus shares will be granted and nocapital reserve will be turned into share capital.GD Midea Holding Co.,Ltd.,the controlling shareholder of the Company,had planned to increase,within 12 months since 15 Dec.2011,its holding of the Companys A-shares via the trading systemof Shenzhen Stock Exchange by a ratio not exceeding 2%of the Companys total shares.14 Dec.2012 marked the end of this shareholding increase plan.In the said period,the Companys A-sharesheld by GD Midea Holding increased by 6,319,556 shares,accounting for 1%of the Companystotal shares.After this shareholding increase,GD Midea Holding and TITONI hold 253,513,285shares of the Company in total,accounting for 40.08%of the Companys total shares.This report involves futures plans and some other forward-looking statements,which shall not beconsidered as virtual promises to investors.Investors are kindly reminded to pay attention topossible risks.This report is prepared in both Chinese and English.Should there be any understanding discrepancybetween the two versions,the Chinese version shall prevail.2,2012 Annual Report of Wuxi Little Swan Company Limited,Contents,I.Important Notes,Contents&Explanation.2,II.Company Profile.6,III.Accouonting&Business Highlights.9,IV.Report of the Board of Directors.11,V.Significant Events.29,VI.Change in Shares&Shareholders.38,VII.Directors,Supervisors,Senior Management Staff&Employees.46,VIII.Corporate Governance.53,IX.Internal Control.57,X.Financial Report.58,XI.Documents Available for Reference.155,3,Refers to,2012 Annual Report of Wuxi Little Swan Company LimitedExplanation,TermCompany,the Company or Little SwanMidea GroupMidea HoldingReporting period,Refers toRefers toRefers toRefers to,ContentsWuxi Little Swan Company LimitedMidea Group Co.,Ltd.GD Midea Holding Co.,Ltd.1 Jan.2012-31 Dec.2012,4,2012 Annual Report of Wuxi Little Swan Company Limited,Warning of Significant Risks,1.Market risk.In China,the adjustment and control policy for real estate lead to inadequate newdemand in cities.Meanwhile,due to the policy of“electrical appliances brought to countryside”inthe previous years,the occupation rate in countryside has been largely raised,causing slowerdemand in the rural area.In overseas market,economy recovery is slow,Europe debt crisis hasnever ceased,and regional political and economic crisis exists here and there,making the marketdemand hard to get insured.,2.Price risk of raw materials.In 2012,the prices of bulk raw materials remained relatively low.Ifthey go to a much higher level,the Companys profitability will be directly affected.,3.Product development risk.The Company promotes plenty of new products according to marketdemand every year.If products are not recognized by the market,the development cost of productsin early stage would become sunk cost affecting company profit.,4.Exchange rate risk.The fluctuation in exchange rate is very much uncertain.Though theCompany has adopted certain counter measures against exchange rate fluctuation,the Companywould still be largely affected in profitability of overseas sales by fluctuated exchange rate.,5.Policy risk.In overseas market,the promotion of non-tariff trade barriers and possibleanti-dumping policy would affect the scale and profitability of the Companys overseas business.,5,Tel.,Fax,2012 Annual Report of Wuxi Little Swan Company LimitedII.Company ProfileI.Basic information of the Company,Stock abbreviation,XTEA,XTEB,Stock code,000418,200418,Stock exchange listed withChinese name of the CompanyAbbr.of the Chinese name of the CompanyEnglish name of the Company(if any)Legal representative of the CompanyRegistered addressPostal code for the registered addressOffice addressPostal code for the office addressInternet website of the CompanyEmail addressII.For Contact,Shenzhen Stock Exchange无锡小天鹅股份有限公司小天鹅Wuxi Little Swan Company LimitedMr.Fang HongboNo.18,Changjiang Road S.,National Hi-tech Development Zone,Wuxi214028No.18,Changjiang Road S.,National Hi-tech Development Zone,Wuxi214028http:/IR_,Company Secretary,Securities Affairs Representative,NameContact addressE-mail,Ms.Zhou SixiuNo.18,Changjiang Road S.,NationalHi-tech Development Zone,Wuxi0510-810823200510-83720879IR_,Ms.Tian LinNo.18,Changjiang Road S.,NationalHi-tech Development Zone,Wuxi0510-810823770510-,III.About information disclosure and where this report is placed,Newspapers designated by the Company for information disclosureInternet website designated by CSRC for disclosing this reportWhere this report is placedIV.Change of the registered information,Securities Times,Ta Kung Pao(HK)http:/Securities Department of the Company,Registration date,Registration place,Business license No.Registration code of Organizational code,6,Name,2012 Annual Report of Wuxi Little Swan Company LimitedtaxationIndustrial andCommercial,Initial registration,29 November 1993,Administration,13590586-X-1,320200704046760,70404676-0,Bureau of Wuxi,JiangsuIndustrial and,At the end of thereporting period,25 March 2011,CommercialAdministrationBureau of Wuxi,320200000014723,320200704046760,70404676-0,Jiangsu,Changes of the controlling shareholder(ifany),Unchanged,V.Other informationThe CPAs firm hired by the Company:Jiangsu GongZheng TianYe Certified Public Accountants Co.,Ltd.,Office addressSigning accountants,No.28,Liangxi Road,WuxiDai Weizhong,Yu Zhiqiang,Sponsor engaged by the Company to conduct consistent supervision during the reporting period Applicable Inapplicable,Name,Office address,Sponsor representative,Consistent supervision period,From 4 Aug.2006 to the date when all,Huatai United Securities Co.,Ltd.,25/F,CTS Tower,No.4011Shennan Road,Shenzhen,Guangdong,Bian Jianguang,non-tradable share holders pay off theconsiderations that have been paid inadvance for them and the non-tradable shares,are unlockedFinancial consultant engaged by the Company to conduct consistent supervision during the reporting period Applicable Inapplicable7,2012 Annual Report of Wuxi Little Swan Company LimitedIII.Accounting&Business HighlightsI.Major accounting data and financial indicatorsDoes the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy orcorrection of any accounting error?Yes NoIncrease or decrease of,2012,2011,this year over last year,2010,(%),Operating revenue(RMB Yuan),6,899,863,926.81,10,975,621,704.52,-37.13%11,202,366,806.14,Net profit attributable to shareholders ofthe Company(RMB Yuan),338,387,680.99,453,327,963.81,-25.35%,506,917,078.13,Net profit attributable to shareholders,of the Company after extraordinary,341,978,755.36,364,358,220.01,-6.14%,370,959,019.17,gains and losses(RMB Yuan),Net cash flows from operating activities(RMB Yuan)Basic EPS(RMB Yuan/share)Diluted EPS(RMB Yuan/share)ROE(%),344,757,698.150.540.549.59%,242,531,309.070.720.7213.99%,42.15%-25%-25%-4.4%,724,134,271.230.800.8018.09%,Increase or decrease of,As at 31 Dec.2012 As at 31 Dec.2011,this year-end than lastyear-end(%),As at 31 Dec.2010,Total assets(RMB Yuan),8,403,705,443.29,9,145,185,476.94,-8.11%,8,001,576,321.32,Net assets/owners equity attributable to,shareholders of the Company(RMB,3,686,210,495.87,3,441,144,937.45,7.12%,3,056,480,975.76,Yuan)II.Items and amounts of extraordinary gains and lossesUnit:RMB Yuan,Items,2012,2011,2010,Notes,Gains/losses on the disposal of non-current assets,(including the offset part of the asset impairment,5,388,076.41,53,601,089.33,2,313,638.24,provisions)Government grants recognized in the current year,except for those acquired in the ordinary course of,23,335,697.60,61,717,786.34,22,178,681.06,business or granted at certain quotas or amounts8,-,2012 Annual Report of Wuxi Little Swan Company Limitedaccording to the countrys unified standards,Gain/loss on debt restructuringExpenses for business reorganization,such asexpenses for staffing,reorganization etc.Current gains and losses of subsidies acquired frombusiness combination under the same control asfrom period-begin to combination date,9,007,539.11,10,188,474.84,10,480.00198,136,177.36,Other non-operation income and expenses otherthan the aboveOther non-recurring gains/lossesProjected liabilitiesDismissal expenses,7,166,257.62-33,250,000.00-4,606,067.30,4,214,334.910.00-1,199,402.08-7,452,612.88,3,518,089.86-3,242,739.32,Minus:,Income tax effects,6,042,660.17,18,070,842.88,33,333,639.00,Total,Minority interests effects(after tax),4,589,917.64-3,591,074.37,14,029,083.7888,969,743.80,53,622,629.24135,958,058.96,Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the ExplanatoryAnnouncement No.1 on Information Disclosure for Companies Offering Their Securities to the PublicExtraordinary Gains andLosses,or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item Applicable Inapplicable9,2012 Annual Report of Wuxi Little Swan Company Limited,IV.Report of the Board of Directors,I.Overview,（I）Sum-up,In 2012,the washing machine industry met a great challenge in terms of the operating environment.At home,thereal estate macro-control continued and the policy of“bringing household appliances to the countryside”fadedout while overseas,the European debt crisis kept mounting and geographical,political and economic crisesseemed never-ending.As a result,growth of the industry slowed down as a whole.According to ChinaIOL data,for the whole year of 2012,the total output of household washing machines in China was 55.8096 million units,up 0.41%over last year;the total sales volume was 55.6731 million units,representing a slight year-on-year dropof 0.13%,of which 34.8129 million units were sold domestically,decreasing 4.25%on a year-on-year basis,and20.8601 million units were sold overseas,increasing 7.59%over last year.,Some operating risks of the Company were gathering after years of rapid development.Considering changes ofthe operating environment,the management of the Company adjusted the operating strategy in time,adopted“leading products,efficiency-driven and global operation”as the strategy axis,worked out new strategies fordevelopment,discontinued expansion of the production capacity,minimized risks concerning channels andinventories and improved the operating efficiency.Through adjustment of the year,though the sales of theCompany were affected in the short run,the adjustment achieved initial success,which laid a sound foundation forsteady development in the future to come.,(II)Review of work focus,1.Efficiency improvement of organization and management,In the reporting period,the Company downsized functional departments,flattened organization and structure,constructed organizations with agility;cancelled product company,carried out base-operation,set Wuxi Base andHefei Base(including Jinzhou Base);integrated related functional departments of the original product company,cut off staffs;strengthened functional departments power of management,control and coordination,reducedcommunication cost for connection among links;transformed sales pattern,cleared up connection processbetween front end and back end,and made quick response to the market.,In Oct 2012,the Company established lean manufacturing department,which was founded on all sides of theCompanys manufacturing system,explores the origin of product R&D and planning,systematically improvescapacity assessment and the balance of production places,improves production efficiency of manufacturing links,shortens the period of production and manufacturing,and achieves core competitiveness in the industry withstable quality,best cost,and shortest lead time by driving coordinative operation of links in research,production,and sales.,2.Accomplishment of transformation of sales pattern,In the reporting period,based on channel integration,as well as optimized and deepened customer structure andchannel structure in past several years,the Company transformed domestic marketing and sales pattern,set 35product management center in China,and transferred the sales pattern from agency pattern of the original salescompany to“direct sales agency”pattern of product management center in most regions.,With the transformation of marketing and sales pattern,the organization structure was further flattened,channellevels were reduced and expenses were cut down.At the same time,liability subject got clear,matching liability,10,2012 Annual Report of Wuxi Little Swan Company Limited,authority,and right,as well as connecting front end and back end in a more smooth way.The Company returnedback to professional operation,adapted to sales features of products of washing machines,and transferred salesfrom storage sales to order sales.Main work included integrating channels,optimizing agent layout,fully playingthe role of agent platform,re-clearing up current channels and sales points,which raised the coverage rate andefficiency of sales points,activating channel energy;improving the transformation of standardization of terminalimages to ensure positive chain-operation and improvement of market share;quickly developing e-commercesales to ensure fast scale growth;clearing inventory,decreasing operation risks,and enhancing inventory turnoverefficiency.,For overseas sales,the Company kept optimizing customer structure,deepened cooperation with internal bigclients,adjusted product sales structure,and improved product competitiveness,getting profitability improved.The Company positively developed new clients in Asia,Africa,and Latin Americas to sustain stable integratedsales scale while