Stock Code: 000530; 200530 Short Form of the Stock: Bingshan; Bingshan B; No: 2020-009
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
2019 Annual Report Summary
§1 Important Notes
This summary is extracted from the original of the annual report. For more information, theinvestors are recommended to refer to the original.
Note to the “Non-standardized Opinion”
□Applicable √Inapplicable
The profit distribution proposal
√Applicable □Inapplicable
Transfer the capital reserve to increase capital stock
□Applicable √Inapplicable
The profit distribution proposal reviewed and adopted at this Board meeting of the Company is:
based on the total share capital of the Company of 843,212,507 shares, pay to all shareholders thecash dividend of 0.3 yuan (inclusive the tax) for every 10 shares .The Company will not transferthe capital reserve to increase capital stock.Company Profile
| Short form of the stock | Bingshan; Bingshan B | |
| Stock code | 000530; 200530 | |
| Listed stock exchange | Shenzhen Stock Exchange | |
| Contact persons | Secretary of the Board of Directors | Authorized representative in charge of securities affairs |
| Name | Song Wenbao | Du Yu |
| Contact address | Securities﹠Legal Affairs No.106, Liaohe East Road, Dalian Economic and Technological Development Zone | Securities﹠Legal AffairsNo.106, Liaohe East Road, Dalian Economic and Technological Development Zone |
| Telephone | 0411-87968130 | 0411-87968822 |
| Fax | 0411-87968125 | 0411-87968125 |
| 000530@bingshan.com | 000530@bingshan.com | |
§2 The Company’s Main business during the reporting periodThe Company revolves around hot and cold businesses, is committed to developing Industrialrefrigeration and heating business field, commercial refrigeration and refrigeration business field,air-conditioning and environment business field, core parts business field, engineering and servicebusiness field have covered the key areas of the cold and hot industrial chain and forged thecomplete cold and hot industrial chain in China.
§3 Summary of Accounting Data and Financial Indexes
3.1 Main accounting data (Unit: RMB Yuan)
Did the Company retroactively adjust or restate the accounting data of previous years due tochange in the accounting policy and correction of accounting mistakes?
□Applicable √Inapplicable
| 2019 | 2018 | Increase/decrease compared with previous year | 2017 | |
| Operating revenue | 1,831,851,280.70 | 1,966,064,612.44 | -6.83% | 2,079,715,105.37 |
| Net profit attributable to shareholders of listed companies | 89,112,113.43 | 110,503,175.90 | -19.36% | 200,759,820.17 |
| Net profit belonging to the shareholders of listed companies after the deduction of non-recurring profit and loss | 21,406,535.65 | 45,862,588.97 | -53.32% | 165,044,724.44 |
| Net cash flow from operating activities | 12,695,071.81 | -119,657,885.64 | 110.61% | -207,225,851.22 |
| Basic earnings per share | 0.106 | 0.13 | -18.46% | 0.23 |
| Diluted earnings per share | 0.106 | 0.13 | -18.46% | 0.23 |
| Weighted average return on net asset yield | 2.63% | 3.21% | Decrease 0.58 percentage points | 5.97% |
| 2019.12.31 | 2018.12.31 | Increase/decrease compared with previous year | 2017.12.31 | |
| Total assets | 5,525,503,256.26 | 5,568,279,452.26 | -0.77% | 5,619,621,500.67 |
| Owner's equity attributable to shareholders of listed companies | 3,379,565,029.89 | 3,377,633,617.02 | 0.06% | 3,416,531,064.91 |
3.2 The quarter main financial indicators (Unit: RMB Yuan)
| The first quarter | The second quarter | The third quarter | The fourth quarter | |
| Operating revenue | 565,075,729.08 | 510,653,511.49 | 377,309,476.31 | 378,812,563.82 |
| Net profit attributable to shareholders of listed companies | 106,786,822.74 | 1,587,096.56 | -4,027,361.74 | -15,234,444.13 |
| Net profit attributable to the shareholders of listed companies after the deduction of non-recurring profit and loss | 16,426,346.23 | 18,835,832.74 | 4,567,091.45 | -18,422,734.77 |
| Net cash flow from operating activities | -94,192,502.27 | 16,416,464.39 | -2,974,185.41 | 93,445,295.10 |
§4 Share Capital and Shareholders' Information
4.1 Statement of shares held by the top ten shareholders
| Total number of shareholders in the reporting period | 52,255 | Total number of shareholders as of the last month before disclosure of the annual report | 50,350 | |||||
| Shareholding of top ten shareholders | ||||||||
| Name | Nature | Proportion | Total number | Number of shares with sale restriction | Number of pledged shares or shares frozen | |||
| Dalian Bingshan Group Co., Ltd. | Domestic non-state-owned legal person | 20.27% | 170,916,934 | 0 | 0 | |||
| Sanyo Electric Co., Ltd. | Overseas legal person | 8.72% | 73,503,150 | 0 | 0 | |||
| Lin Zhenming | Foreign natural person | 0.77% | 6,476,250 | 0 | 0 | |||
| Wu An | Domestic natural person | 0.53% | 4,500,000 | 0 | 0 | |||
| Sun Huiming | Domestic natural person | 0.52% | 4,384,079 | 0 | 0 | |||
| Zhang Sufen | Domestic natural person | 0.44% | 3,730,000 | 0 | 0 | |||
| Dalian industrial development investment Co., Ltd. | Domestic non-state-owned legal person | 0.40% | 3,406,725 | 0 | 0 | |||
| Xue Hong | Domestic natural person | 0.36% | 3,070,000 | 0 | 0 | |||
| Zhou Donghai | Domestic natural person | 0.34% | 2,865,640 | 0 | 0 | |||
| Li Xiaohua | Domestic natural person | 0.34% | 2,830,908 | 0 | 0 | |||
| Notes to the associated relationship and uniform actions of the above shareholders | Dalian Bingshan Group Co., Ltd. had the association relationship with Sanyo Electric Co., Ltd. among the above shareholders. Sanyo Electric Co., Ltd. holds 26.6% of Dalian Bingshan Group Co., Ltd.'s equity. | |||||||
4.2 Particulars about controlling shareholders and actual controller of the Company
100% 100%
22.2% 4.4% 13.3% 13.3% 20.2% 26.6%
20.27%
§5 Corporate BondsThe Company’s non-public issuance of exchangeable corporate bonds was listed at the ShanghaiStock Exchange on August 6, 2018. As of August 1, 2018, according to the using plan disclosed inthe prospectus, the raised funds of the Company’s non-public issuance of exchangeable corporatebonds have been used to repay bank loans. During the reporting period, the Company'sexchangeable corporate bondholders exchanged a total of 8.3889 million shares.
§6 Management discussion and analysis
6.1 Business review for 2019
In 2019, in the face of complex and severe environment, the Company focused on “exploitation,pragmatism, collaboration and action”, strengthened strategic resources, strengthened marketdevelopment, strengthened internal management, converted restriction into coordination,converted control into service, strengthened confidence, acted steadfastly, and strived to achievemain business objectives. In 2019, the Company achieved operating income of 1,831,851,280.70yuan, a year-on-year decrease of 6.83%; achieved net profit attributable to shareholders of listedcompanies of 89,112,113.43 yuan, a year-on-year decrease of 19.36%. Due to the bank's enhancedrisk control, tighter loan and continuous tight liquidity of funds, the customer's engineeringprojects were delayed or the progress was slowed down, so the operating revenue was reduced andthe profit was reduced accordingly.
Dalian Bingshan Group Co., Ltd.Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
State-owned Assets Supervision and AdministrationCommission of Dalian Municipality Government
| State-owned Assets Supervision and Administration Commission of Dalian Municipality Government | Dalian Equipment Manufacture Investment Co., Ltd. | Dalian State-owned Assets Management Co., Ltd. | Yida Group Co., Ltd. | Dayang Co., Ltd. | Dalan Zhonghuida Refrigeration Technology Co., Ltd. | Sanyo Electric Co., Ltd. |
During the reporting period, the Company made progress in stability and improved quality andefficiency. Actively implement technological innovation to tackle key problems and realize themanufacturing of stainless steel pressure vessels and high-tech auxiliary equipment; the pilotproject of national high-end equipment manufacturing industry standardization has passed themid-term acceptance review of provincial and municipal expert groups; the ASME Uauthorization certificate replacement work was completed successfully; the market promotionacceptance of alternative products of R22 reduction phase I project and the stage acceptance ofalternative technology R&D design and transformation production line procurement equipment ofR22 reduction phase II project were successfully passed; the BSMAU series modular ice waterinstallation was selected as “2019 Energy Saving and Environment-friendly Products Catalogue ofthe Chinese Association of Refrigeration”.
During the reporting period, Wuhan New World Refrigeration, the Company’s subsidiary,promoted the strategic transformation orderly. The water vapor screw expander was selected as“2019 China Refrigeration Innovative Product”; the natural gas pipeline network pressure energycomprehensive utilization technology was selected as “2019 Energy Saving and EnvironmentalProtection Technology Catalogue of the Chinese Association of Refrigeration”; new productoptimization and standardization work were actively implemented; the market development ofenergy conservation and emission reduction has achieved phased results, and market cultivationstill needs time.
During the reporting period, Bingshan Engineering Company, the Company’s subsidiary,continued to deepen the hot and cold market segment around the deep enthalpy energy solutions.Traditional market segments such as petrochemicals, food cold chain, beer and dairy products, andships have continued their advantages; Shanxi coal mining mine heat hazard control project,Gansu Qingyang LNG project, wind tunnel drying system project, Dow Chemical Phase II andmany other representative projects have been awarded, realizing new applications in new fields;breaking foreign monopoly, and successfully signing large-scale air-cooled refrigerated transportship refrigeration station project.
During the reporting period, Bingshan Service Company, the Company’s subsidiary, quicklyexpanded its producer services. It actively promoted the compressor room hosting andtransportation business, and continuously optimized the layout of national service networks.Bingshan sharing service platform was built orderly, and began to provide services for a numberof Bingshan-funded enterprises. It implemented the multi scenario application of 5G technologysuch as AR expert remote diagnosis guidance and AI intelligent patrol management; wan the bidfor the service extension project based on the industrial Internet platform sponsored by theMinistry of Industry and Information Technology; passed the mid-term review of the nationalrefrigeration and air conditioning equipment maintenance and operation service standardizationpilot project.
During the reporting period, Bingshan Engineering & Trading, the Company’s subsidiary, deeplycultivated the advantageous markets in Southeast Asia and vigorously explored the emergingmarkets in Africa. Offices have been set up in the main related areas along the "one belt and one
road" to realize the transaction of key projects like Indonesia, Erie, expand product applicationareas, strengthen localization construction, and provide better value-added services to customers.
During the reporting period, Bingshan Guardian, the Company’s subsidiary, focused on theautomatic control of the Internet of Things in the field of freezing and refrigeration, and launchedintelligent devices with edge computing capabilities such as BINGO-BOX. As a member of theEdge Computing Alliance, it undertook the development of the experimental platform for the“Freezing and Refrigeration IoT Test Bed Based on TSN and OPC-UA Technology”.
During the reporting period, Panasonic Compressor, the Company’s associated company, activelypromoted the transformation. It implemented organizational system reform, reduceddecision-making levels, broke departmental barriers, simplified organizational structure, andeffectively improved decision-making speed and implementation efficiency. Faced with theunfavorable situation of the shrinking total volume of the scroll compressor market, it made greatefforts to consolidate the field of electric buses and rail transit, and increased investments in heatpump, freezing and refrigeration and other fields, and the sales of horizontal scroll compressorsachieved rapid growth. Increased the development of overseas key markets, and achievedsubstantial growth in Indian and Brazilian markets. The CO2 twin-rotor compressor forrefrigeration and heat pump was selected as “2019 China Refrigeration Innovative Product”.
During the reporting period, Panasonic Cold Chain, the Company’s associated company, furtherfocused on the new retail and new catering market. The intelligent food collection cabinet hasbeen successfully embedded in the Hema Fresh platform series. For Master Kang's high-end brandBenenson, Benenson beverage display cabinet has been designed and developed. The overseasIOT smart cabinet business has made new breakthroughs, and it has successfully entered Australiaafter the United States and Mexico. With the “Energy Management and Store Intelligent System”,it was awarded the “2019 China Convenience Store Innovation Award” by the China Chain Store& Franchise Association.
During the reporting period, Panasonic Air-conditioning and Refrigeration, the Company’sassociated company, actively deployed in emerging markets such as coking, petrochemical, andfermentation industries, and achieved breakthroughs in transformation. Build PTA chemicallow-pressure exhaust emission elimination project to realize new application. Build Foshan sludgedrying demonstration project to become the first in the industry. The development ofhigh-efficiency warm water and large temperature difference units has been completed, which candeeply recycle the industrial waste heat. The gas-fired water-fluorine hybrid air-conditioning heatpump system was selected as “2019 China Refrigeration Innovation Product”.
During the reporting period, Panasonic Refrigeration System, the Company’s associated company,strengthened the construction of quality projects. Built the flagship project in the field of ice andsnow - the Winter Olympics ice cube project, which was the first ice field in China to select R449refrigerant, using mobile skid mounted units and remote control system. Promoted the cleanenergy heating transformation of coal mines, and successfully land the Shanxi coking coal project.
During the reporting period, Fuji Bingshan, the Company’s associated company, further promotedthe development of product intelligence, modularization, and diversification to quickly respond tocustomer needs. Increased innovation, and achieved 12 newly authorized patents in the whole year,including 3 invention patents. Innovated marketing methods, and promoted diversified sales.Integrated resources of market brands, operators and site owners, and carried out modelinnovation.
During the reporting period, Bingshan Metal, the Company’s associated company, pay attention tosteady operation and continued to promote technological innovation and management progress.Through process improvement and innovation, production efficiency and cost reduction have beencontinuously improved, effectively offsetting the rising tariff factors caused by Sino US tradefriction. Bangladesh railway project and Malaysia railway project have been successfully signed,and higher gross profit has been obtained.
During the reporting period, Jingxue Company, the Company’s associated company, applied forits initial public offering of shares and applied for listing on the GEM, which have been formallyaccepted by the China Securities Regulatory Commission and under review currently. Jingxuetrademark was recognized as a well-known trademark in China by the State Intellectual PropertyOffice.
During the reporting period, the Company actively promoted the cultivation and incubation of newbusinesses while the original business was undergoing transformation and upgrading. BingshanWisdom Park Company, an indirect joint venture company of the Company, has connected withthe construction of the old factory intelligent industrial park, with more than 100 signed customers,and the contracted area has increased by more than 50% year on year, and “Foundry of Dalianrefrigerator factory” was recognized as the third batch of national industrial heritage. BingshanHuahuida, an indirect joint venture company of the Company, effectively expanded the financialleasing business around high-quality customers in Bingshan cold and hot business. Fuji BingshanControl, an indirect joint venture company of the Company, helped the smart energy managementof Bingshan, and implemented several sample projects successfully. Kelvin Technology, anindirect joint venture company of the Company, implemented the growth strategy of softwaredriven hardware, and empowered self-service retail with innovative technology.
6.2 Major change or adjustment in the Company's main business in the reporting period
□Applicable √Inapplicable
6.3 Main business structure
□Applicable √Inapplicable
6.4 Is there a need to pay particular attention to the operation of seasonal or cyclical features?
□Applicable √Inapplicable
6.5 Major change in the Company's business revenue, business cost, or net profit attributable toshareholders of listed companies in the reporting period
□Applicable √Inapplicable
6.6 Face suspension of listing and termination of the listing
□Applicable √Inapplicable
6.7 Matters related to financial report
6.7.1 Change in accounting policies, accounting estimates and accounting methods compared withthe financial statements of the previous year
√Applicable □Inapplicable
(1) On March 31st, 2017, the Ministry of Finance announced amendment to “AccountingStandards for Business Enterprises No.22-financial instrument recognition and measurement"(No7 Caikuai[2017]) (hereinafter referred to as “updated financial instrument standard”). SinceJanuary 1, 2018, the updated financial instrument standard took effect for either the company bothlisted in overseas and domestic or IFRS or Accounting Standards for Business Enterprisesadoption of the company listed overseas. The rest of domestic listed companies shall adopt thestandard since January 1, 2019. When preparing the financial statements for 2019FY, the policyhas been adopted and the accounting has been done in accordance with this standard.
(2) On May 9th, 2019, the Ministry of Finance announced amendment to “Accounting Standardsfor Business Enterprises No.7-non monetary asset exchange” (No 8 Caikuai[2019], hereinafterreferred to as “updated non monetary asset exchange standards”. The Company adopted it sinceJune 10th, 2019.
(3) On May 16th, 2019, the Ministry of Finance announced amendment to “Accounting Standardsfor Business Enterprises No.12-debt restructuring”(No 9 Caikuai[2019], hereinafter referred to as“updated debt restructuring standards”. The company adopted it since June 17th, 2019.
(4) On April 30, 2019, the Ministry of Finance announced the “Notice of amending and issuingfinancial statements format” (No.6 Caikuai[2019]). On September 19th, 2019, the Ministry ofFinance announced the “Notice of amending and issuing consolidated financial statements format”(No.16 Caikuai [2019]) The Company has prepared the financial statements for the year ended asof December 31st, 2019 in accordance with the notice mentioned above.
6.7.2 Correction of major accounting mistakes in the reporting period, which should beretroactively restated
□Applicable √Inapplicable
6.7.3 Explanation on change of consolidation scope in the report period compared with the latestannual report
√Applicable □Inapplicable
Compared with the previous year, the main body included in the scope of consolidated financialstatements has reduced one, because Dalian Bingshan Group Engineering Co., Ltd., a subsidiaryof the Company, absorbed and merged its subsidiary Dalian Bingshan-P&A RecreationDevelopment Engineering Co., Ltd
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
April 18, 2020