2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
FOSHAN ELECTRICAL AND LIGHTING CO., LTD.
2013 Annual Report
April 2014
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section I. Important Reminders, Catalogue & Explanation
The Board of Directors, the Supervisory Committee, directors, supervisors and senior management
staff of Foshan Electrical and Lighting Co., Ltd. (hereinafter referred to as “the Company”) warrant
that this report is factual, accurate and complete without any false record, misleading statement or
material omission. And they shall be jointly and severally liable for that.
All directors have attended in person the board session for reviewing this report except the
following:
Name Position Reason for not attending the session in person Name of the proxy
Xue yizhong Independent director ON business Liu zhenping
Ye zaiyou Director ON business Liu xingming
The Company’s profit distribution preplan upon review and approval of this board session: Based
on the total shares of the Company as at 31 Dec. 2013, a cash dividend of RMB 1.6 (tax included)
and 0 bonus shares will be distributed for every 10 shares held by shareholders. No capital reserve
will be turned into share capital.
Pan Jie, company principal and chief of the accounting work, and Yin Jianchun, chief of the
accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this
report is factual, accurate and complete.
GP Certified Public Accountants LLP has issued a standard unqualified audit report for the
Company.
The accounting data and financial report in this report have all been audited by GP Certified Public
Accountants LLP. This report is prepared in both Chinese and English. Should there be any
understanding discrepancy between the two versions, the Chinese version shall prevail.
The future plans and some other forward-looking statements involved in this report shall not be
considered as virtual promises of the Company to investors. And investors are kindly reminded to
pay attention to possible risks.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Catalogue
2013 Annual Report ........................................................................................................................... 1
Section I. Important Reminders, Catalogue & Explanation .......................................................... 2
Section II. Company Profile .............................................................................................................. 6
Section III. Accouonting & Financial Indicator Highlights ........................................................... 8
Section IV. Report of the Board of Directors ................................................................................. 12
Section V. Significant Events ........................................................................................................... 39
Section VI. Change in Shares & Shareholders .............................................................................. 54
Section VII. Directors, Supervisors, Senior Management Staff & Employees ........................... 60
Section VIII. Corporate Governance ............................................................................................. 72
Section IX. Internal Control ........................................................................................................... 81
Section X. Financial Report ............................................................................................................ 83
Section XI. Documents Available for Reference .......................................................................... 180
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Explanation
Term Refers to Contents
The Company, Company, FSL Refers to Foshan Electrical and Lighting Co., Ltd.
CSRC Refers to China Securities Regulation Commission
SZSE Refers to Shenzhen Stock Exchange
Shareholders’ General Meeting of Foshan Electrical and Lighting Co.,
Shareholders’ General Meeting Refers to
Ltd.
Board of Directors Refers to Board of Directors of Foshan Electrical and Lighting Co., Ltd.
Supervisory Committee Refers to Supervisory Committee of Foshan Electrical and Lighting Co., Ltd.
Yuan, Ten thousand Yuan, One Hundred RMB Yuan, RMB Ten thousand Yuan, RMB One Hundred Million
Refers to
Million Yuan Yuan
Annual report auditor, GP Refers to GP Certified Public Accountants LLP
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Reminder of Major Risks
The Company is in face of risks concerning fiercer market competition, rising operating costs and
management. Investors are kindly reminded to pay attention to possible investment risks. For details,
see “IX. Risks and countermeasures” in Section IV in this report.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section II. Company Profile
I. Company information
Stock abbreviation FSZM/YZMB Stock code 000541/200541
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 佛山电器照明股份有限公司
Abbr. of the Chinese name of
佛山照明
the Company
English name of the Company
FOSHAN ELECTRICAL AND LIGHTING CO.,LTD
(if any)
Abbr. of the English name of
FSL
the Company (if any)
Legal representative of the
Pan Jie
Company
Registered address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China
Postal code for the registered
528000
address
Office address No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province, P.R.China
Postal code for the office
528000
address
Internet website of the
www.chinafsl.com
Company
Email address gzfsligh@pub.foshan.gd.cn
II. Contact us
Company Secretary Securities Affairs Representative
Name Lin Yihui Huang Yufen
No. 64, Fenjiang North Road, Chancheng No. 64, Fenjiang North Road, Chancheng
Contact address District, Foshan City, Guangdong District, Foshan City, Guangdong
Province, P.R.China Province, P.R.China
Tel. （0757）82966062 82810239 （0757）82966028
Fax （0757）82816276 （0757）82816276
E-mail fsl-yh@126.com fslhyf@163.com
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
III. About information disclosure and where this report is placed
Newspapers designated by the Company for China Securities Journal, Securities Times, Shanghai Securities News,
information disclosure Securities Daily, Ta Kung Pao (HK)
Internet website designated by CSRC for
http://www.cninfo.com.cn
disclosing this report
Company Secretary Office, FSL Office Building, No. 64, Fenjiang North Road,
Where this report is placed
Chancheng District, Foshan City, Guangdong Province, P.R.China
IV. Change of the registered information
Registration code of
Registration date Registration place Business license No. Organizational code
taxation
Guangdong Province
Administration for
Initial registration 20 Oct. 1992 440000400010049 440601190352575 19035257-5
Industry &
Commerce
Guangdong Province
At the end of the Administration for
13 Jun. 2013 440000400010049 440601190352575 19035257-5
reporting period Industry &
Commerce
Changes of the main business since listing
Unchanged
(if any)
Changes of the controlling shareholder (if
Unchanged
any)
V. Other information
The CPAs firm hired by the Company:
Name GP Certified Public Accountants LLP
10/F, Guangdong Holdings Tower, 555 DongFeng Road East, Guangzhou, Guangdong
Office address
Province, P.R.China
Signing accountants Hong Wenwei and Chen Danyan
Sponsor engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
Financial consultant engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section III. Accounting & Financial Indicator Highlights
I. Major accounting data and financial indicators
Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
□ Yes √ No
Increase or decrease of
2013 2012 this year over last year 2011
(%)
Operating revenue (RMB Yuan) 2,526,679,810.53 2,201,910,731.89 14.75% 2,260,929,873.55
Net profit attributable to
shareholders of the Company 251,831,356.38 400,466,745.11 -37.12% 291,660,093.73
(RMB Yuan)
Net profit attributable to
shareholders of the Company after
247,092,182.53 240,056,445.28 2.93% 297,942,436.25
extraordinary gains and losses
(RMB Yuan)
Net cash flows from operating
204,756,881.88 437,396,852.06 -53.19% 269,878,443.21
activities (RMB Yuan)
Basic EPS (RMB Yuan/share) 0.26 0.41 -36.59% 0.3
Diluted EPS (RMB Yuan/share) 0.26 0.41 -36.59% 0.3
Weighted average ROE (%) 8.69% 14.06% -5.37% 10.53%
Increase or decrease of
As at 31 Dec. 2013 As at 31 Dec. 2012 this year-end than last As at 31 Dec. 2011
year-end (%)
Total assets (RMB Yuan) 3,373,781,552.85 3,448,274,301.82 -2.16% 3,155,554,351.27
Net assets attributable to
shareholders of the Company 2,890,581,921.74 2,950,106,976.17 -2.02% 2,790,878,659.33
(RMB Yuan)
II. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under international and
Chinese accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of the Net assets attributable to shareholders of the
Company Company
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2013 2012 Closing amount Opening amount
According to Chinese
251,831,356.38 400,466,745.11 2,890,581,921.74 2,950,106,976.17
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
251,831,356.38 400,466,745.11 2,890,581,921.74 2,950,106,976.17
accounting standards
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of the Net assets attributable to shareholders of the
Company Company
2013 2012 Closing amount Opening amount
According to Chinese
251,831,356.38 400,466,745.11 2,890,581,921.74 2,950,106,976.17
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
251,831,356.38 400,466,745.11 2,890,581,921.74 2,950,106,976.17
accounting standards
3. Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
No difference
III. Items and amounts of extraordinary gains and losses
Unit: RMB Yuan
Item 2013 2012 2011 Note
Gains/losses on the disposal of non-current
assets (including the offset part of the asset 9,418,476.76 182,392,244.82 -7,121,088.70
impairment provisions)
Tax rebates, reductions or exemptions due to
approval beyond authority or the lack of 0.00 0.00
official approval documents
Government grants recognized in the current
period, except for those acquired in the
ordinary course of business or granted at 1,031,790.96 1,633,073.56 1,406,571.96
certain quotas or amounts according to the
government’s unified standards
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Capital occupation charges on non-financial
enterprises that are recorded into current 1,981,349.56 553,325.09 418,615.75
gains and losses
Gains due to that the investment costs for
the Company to obtain subsidiaries,
associates and joint ventures are lower than
0.00 0.00
the enjoyable fair value of the identifiable
net assets of the investees when making the
investments
Gain/loss on non-monetary asset swap 0.00 0.00
Gain/loss on entrusting others with
0.00 0.00
investments or asset management
Asset impairment provisions due to acts of
0.00 0.00
God such as natural disasters
Gain/loss on debt restructuring 0.00 0.00
Expenses on business reorganization, such
as expenses on staff arrangements, 0.00 0.00
integration, etc.
Gain/loss on the part over the fair value due
0.00 0.00
to transactions with distinctly unfair prices
Current net gains and losses of subsidiaries
acquired in business combination under the
0.00 0.00
same control from period-begin to
combination date
Gain/loss on contingent events irrelevant to
0.00 0.00
the Company’s normal business
Gains and losses on change in fair value
from tradable financial assets and tradable
financial liabilities, as well as investment
income from disposal of tradable financial
-109,530.85 -84,637.47 281,899.42
assets and tradable financial liabilities and
financial assets available for sales except for
effective hedging related with normal
businesses of the Company
Impairment provision reversal of accounts
receivable on which the impairment test is 0.00 7,944.50
carried out separately
Gain/loss on entrustment loans 0.00 0.00
Gain/loss on change of the fair value of
0.00 0.00
investing real estate of which the subsequent
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
measurement is carried out adopting the fair
value method
Effect on current gains/losses when a
one-off adjustment is made to current
gains/losses according to requirements of 0.00 0.00
taxation, accounting and other relevant laws
and regulations
Custody fee income when entrusted with
0.00 0.00
operation
Non-operating income and expense other
-7,368,961.02 -3,022,341.29 -754,082.64
than the above
Other gain and loss items that meet the
687,120.14 111,586.72 -269,418.95
definition of an extraordinary gain/loss
Less: Income tax effects 901,071.70 21,172,951.60 252,783.86
Minority interests effects (after tax) 0.00 0.00
Total 4,739,173.85 160,410,299.83 -6,282,342.52 --
Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section IV. Report of the Board of Directors
I. Overview
2013 marked a year of steady development, expansion and innovation for the Company. In face of a
severe and complex economic situation and increasingly fierce competition in the industry, we
closely followed the annual operating principle of “stabilizing growth, adjusting the structure and
enhancing management”, worked as one man and upheld the pragmatic and hard-working spirit. We
also input more effort to market expansion, kept developing new products and continued to enhance
internal management. As a result, the operating results recorded a steady growth. For the reporting
year, the Company achieved operating revenues of RMB 2.527 billion, up 14.75% from last year;
total profit of RMB 0.299 billion, down 36.65% from last year; and net profit attributable to the
Company without subsidiaries of RMB 0.252 billion, down 36.96% from last year. The total profit
and net profit for 2013 decreased mainly because 2012 saw an increase in non-recurring gain due to
the sale of Fuwan Lake Hotel while 2013 saw little non-recurring gain. However, the revenues and
after extraordinary gains and losses net profit in the main business both increased from last year.
The after-tax EPS recorded RMB 0.26/share for 2013. And in the reporting period, we focused on
the following:
1. We continued to adjust the product structure, focusing on the development of LED products.
2013 marked a year of rapid development for LED products. LED application swiftly expanded
from governments’ public lighting projects such as street LEDs and tunnel LEDs to commercial
space, office and household LEDs. We grabbed the opportunities arising from the LED terminal
application filed in rapid development; increased input to LED products in R&D, production, sale
and other links; and launched a series of LED products in due course, especially knock-out products
such as T8LED tubes, LED bulbs and ceiling LEDs. Our highly cost-effective LED products
became fairly influential in the market, which laid a solid foundation for the future development of
our LED products.
2. We improved the marketing team and channels.
According to the idea of “improving management and marketing at the same time”, we increased
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
the professionalism of our marketing team and enhanced the team spirit and strength through
various trainings; on the basis of solidifying the existing wholesale channels and customer resources,
we also input more effort to marketing and brand promotion, creating new marketing modes,
focusing on setting up exclusive shops with funds, building an engineering marketing team,
proactively launching engineering projects, vigorously developing online and retail channels, and
developing new customers. Currently, a four-wheel-drive development mode of wholesale,
exclusive shop, engineering direct distribution and e-commerce & retail has taken shape.
3. We input more effort to new product development and increased the technological contents in our
products.
On the basis of solidifying the technological advantage of our traditional lighting products and in
view of the fast renewal of LED products, we kept bringing in LED high-end professionals;
developing new products and broadening the product range according to market changes and needs;
and fully tapping the synergy between R&D personnel and marketing personnel. Meanwhile, taking
into account the actual situation of the Company and according to the technological development
strategy, we kept increasing the technological contents and improving the performance of the
products, as well as enhancing their market competitiveness, so as to provide technical support for
the sustained development of the Company.
4. We improved internal management and set up a scientific management mechanism.
Firstly, we improved the management capability and enhanced cost control. Using the SAP system,
we enhanced energy management, modified the equipment with high energy consumption and
reduced the energy cost. We also looked for new techniques and materials to integrate the
procurement resources and reduce the raw material cost. Meanwhile, we continued to better the
material quota mechanism to keep workshop production under control.
Secondly, we carried out performance management to motivate and encourage employees. Through
following up the accomplishment of all objectives and holding a performance review meeting on a
quarterly basis, we tried to beef up the accomplishment of objectives by all departments. Meanwhile,
we enhanced the role of performance appraisal and connected employees’ remunerations with their
performance indicator appraisal results to fully show the work and achievements of all departments,
create a lively atmosphere of “better performance, more income” and boost development of the
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Company.
5. We thoroughly carried out internal control management and improved the corporate governance
capability.
In the reporting period, taking into account our actual situation and regulators’ requirements, we
reviewed all work flows and remedied internal control defects while carrying on with the good
internal control management methods. Through optimizing all rules, training, appraisal,
examination and supervision, we enhanced the execution of rules to ensure normative operation and
management, further improve the governance capability, increase the abilities of scientific
decision-making and risk control & prevention, and ensure steady and healthy development of the
Company.
II. Main business analysis
1. Overview
In face of a severe and complex economic situation and increasingly fierce competition in the
industry in 2013, we, under the leadership of the Board of Directors and the management, followed
the annual operating goals, and grabbed in time the opportunities arising from the LED terminal
application field in crazily rapid development. We kept updating our products and technologies
through adjusting the product structure, continuously enhanced internal management, strictly
controlled costs, proactively explored the market and adopted some other beneficial measures. As a
result, the main business of the Company recorded stable growth. For the main business in the
reporting period, sales income recorded RMB 2.501 billion, up 14.91% from last year, of which the
domestic sales income recorded RMB 1.68 billion, up 8.7% from last year, and the overseas sales
income recorded RMB 0.821 billion, up 34.35% from last year.
State the reasons why the Company’s actual business performance is 20% lower or higher than the earning
forecast for the reporting period which has been publicly disclosed earlier:
□ Applicable √ Inapplicable
2. Revenues
Is the Company's product sales revenue more than its service revenue?
√ Yes □ No
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Industry Item 2013 2012 YoY +/-%
Sales volume（piece） 1,215,921,627 1,185,758,696 2.54%
Lighting fixtures and
Output （piece） 1,061,333,192 1,012,225,826 4.85%
lamps
Stock （piece） 145,193,725 112,938,492 28.56%
Reasons for any over-30% YoY movement of the data above:
□ Applicable √ Inapplicable
Major orders on hand:
□ Applicable √ Inapplicable
Significant change or adjustment of the Company’s products or services during the reporting period:
□ Applicable √ Inapplicable
Major customers:
Total sales to the top 5 customers (RMB Yuan) 384,428,958.03
Ratio of the total sales to the top 5 customers to the annual total
15.21%
sales (%)
Information about the top 5 customers:
√ Applicable □ Inapplicable
Serial No. Name of customer Sales (RMB Yuan) Proportion in annual total sales (%)
1 Customer A 164,909,812.52 6.52%
2 Customer B 70,491,399.83 2.79%
3 Customer C 53,945,797.44 2.14%
4 Customer D 50,855,558.20 2.01%
5 Customer E 44,226,390.04 1.75%
Total -- 384,428,958.03 15.21%
3. Costs
Classified by industry:
Unit: RMB Yuan
2013 2012
Proportion in Proportion in
Industry Item YoY +/- (%)
Amount operating costs Amount operating costs
（%） （%）
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Lighting fixtures
1,874,719,042.97 99% 1,598,108,805.64 98.02% 17.31%
and lamps
Lighting fixtures Raw materials
1,142,625,698.51 60.45% 1,082,931,259.25 66.42% 5.51%
and lamps
Lighting fixtures Labor
368,240,867.93 19.48% 235,434,016.61 14.44% 56.41%
and lamps
Lighting fixtures Depreciation
71,406,530.23 3.78% 76,761,202.51 4.71% -6.98%
and lamps
Hotel service 12,297,471.44 0.75% -100%
Hotel service Labor 6,417,566.12 0.39% -100%
Hotel service Depreciation 5,879,905.32 0.36% -100%
Classified by product:
Unit: RMB Yuan
2013 2012
Proportion in Proportion in
Product Item YoY +/- (%)
Amount operating costs Amount operating costs
（%） （%）
Lighting fixtures
1,874,719,042.97 99% 1,598,108,805.64 98.02% 17.31%
and lamps
Lighting fixtures Raw materials
1,142,625,698.51 60.45% 1,082,931,259.25 66.42% 5.51%
and lamps
Lighting fixtures Labor
368,240,867.93 19.48% 235,434,016.61 14.44% 56.41%
and lamps
Lighting fixtures Depreciation
71,406,530.23 3.78% 76,761,202.51 4.71% -6.98%
and lamps
Hotel service 12,297,471.44 0.75% -100%
Hotel service Labor 6,417,566.12 0.39% -100%
Hotel service Depreciation 5,879,905.32 0.36% -100%
Explanation:
Naught
Major suppliers:
Total purchases from the top 5 suppliers （RMB Yuan） 186,368,381.74
Ratio of the total purchases from the top 5 suppliers to the annual
11.58%
total purchases（%）
Information about the top 5 suppliers:
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
√ Applicable □ Inapplicable
Procurement amount (RMB Proportion in annual total procurement
Serial No. Name of supplier
Yuan) amount (%)
1 Supplier A 44,985,147.80 2.80%
2 Supplier B 38,381,258.99 2.38%
3 Supplier C 36,014,505.89 2.24%
4 Supplier D 35,927,994.58 2.23%
5 Supplier E 31,059,474.48 1.93%
Total -- 186,368,381.74 11.58%
4. Expense
Unit: RMB Yuan
Item 2013 2012 YoY +/-%
Selling expenses 133,779,078.70 109,867,531.15 21.76%
Administrative expenses 199,917,005.49 167,102,936.83 19.64%
Financial expenses -4,230,937.19 -10,988,942.10 61.5%
Income tax 46,864,161.54 71,833,165.24 -34.76%
(1) Financial expenses increased 61.5% from last year mainly because of the exchange loss.
(2) Income tax decreased 34.76% from last year mainly because last year, the investment gain on sale of Fuwan
Hotel incurred a high income tax.
5. R&D expenses
Considering the government’s industrial policies and measures to encourage and support environment protection,
new light sources and new energy, the Company proactively developed high-efficient lighting products featuring
energy saving and environmental protection, increased the input for R&D and the new light source of LED,
beefed up product upgrading and increased the technological contents of products through continuously
improving technologies and production processes. In 2013, the Company spent RMB 80.4071 million in R&D,
accounting for 3.18% of the operating revenues.
6. Cash flows
Unit: RMB Yuan
Item 2013 2012 YoY +/-（%）
Subtotal of cash inflows from operating
2,929,883,002.37 2,455,183,322.27 19.33%
activities
Subtotal of cash outflows from operating 2,725,126,120.49 2,017,786,470.21 35.06%
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
activities
Net cash flows from operating activities 204,756,881.88 437,396,852.06 -53.19%
Subtotal of cash inflows from investing
130,801,370.00 321,909,282.02 -59.37%
activities
Subtotal of cash outflows from investing
111,512,170.50 219,385,814.54 -49.17%
activities
Net cash flows from investing activities 19,289,199.50 102,523,467.48 -81.19%
Subtotal of cash outflows from financing
307,968,509.92 244,774,840.33 25.82%
activities
Net cash flows from financing activities -307,968,509.92 -244,774,840.33 25.82%
Net increase in cash and cash equivalents -87,775,066.52 294,759,139.59 -129.78%
Reasons for any over-30% YoY movement of the data above:
√ Applicable □ Inapplicable
1. Net cash flows from operating activities decreased 53.19% from last year mainly because the cash paid for
goods and services increased.
2. Net cash flows from investing activities decreased 81.19% from last year mainly because last year, the cash
from disposal of subsidiaries increased.
3. Net increase in cash and cash equivalents decreased 129.78% from last year mainly because net cash flows
from investing activities decreased.
Reasons for a big difference between the operating cash flows and the net profit:
□ Applicable √ Inapplicable
III. Breakdown of main business
Unit: RMB Yuan
Increase/decrease Increase/decrease
Increase/decrease
Operating Gross profit rate of operating of gross profit
Operating cost of operating cost
revenue (%) revenue over last rate over last year
over last year (%)
year (%) (%)
Classified by industry:
Lighting fixtures
2,500,948,588.28 1,874,719,042.97 25.04% 14.91% 17.14% -0.86%
and lamps
Classified by product:
Lighting fixtures
2,500,948,588.28 1,874,719,042.97 25.04% 14.91% 17.14% -0.86%
and lamps
Classified by region:
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
China 1,680,415,391.83 1,292,521,996.08 23.08% 8.7% 13.37% -2.5%
Overseas 820,533,196.45 582,197,046.89 29.05% 34.35% 30.04% 2.36%
Where the Company’s accounting standard of the main business data above changed during the reporting period,
give the main business data of the latest year adjusted according to the accounting standard at the end of the
reporting period:
□ Applicable √ Inapplicable
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB Yuan
As at 31 Dec. 2013 As at 31 Dec. 2012
Proportio
Proportion in Proportion in
n change Explain any major change
Amount total assets Amount total assets
（%）
(%) (%)
897,675,824.2 Mainly because bank savings
Monetary funds 26.61% 985,450,890.74 28.58% -1.97%
2 decreased.
Accounts 390,216,735.6 Mainly because accounts receivable for
11.57% 334,006,892.19 9.69% 1.88%
receivable 2 sale of products increased.
516,804,156.4 Mainly because the stock of finished
Inventories 15.32% 434,541,386.19 12.6% 2.72%
4 products increased.
Investing real
0.00 0%
estate
Long-term equity 492,153,947.3 Mainly because companies which the
14.59% 519,693,431.95 15.07% -0.48%
investment 9 Company had a stake in decreased.
Mainly because some assets were
472,740,489.8
Fixed assets 14.01% 539,145,022.38 15.64% -1.63% disposed and impairment provisions
4
were made.
Mainly because the land advances paid
Construction in in previous periods were carried
75,044,472.56 2.22% 95,684,569.86 2.77% -0.55%
progress forward into intangible assets in the
reporting period.
2. Major changes of liability items
Unit: RMB Yuan
2013 2012 Proportio
Proportion in Proportion in n change Explain any major change
Amount Amount
total assets total assets （%）
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(%) (%)
Short-term
0.00 0% 0.00 0% 0%
borrowings
Long-term
0.00 0% 0.00 0% 0%
borrowings
3. Assets and liabilities measured at fair value
Unit: RMB Yuan
Gain/loss on
Cumulative fair Impairment Amount
fair value Amount sold in
Opening value change provisions in purchased in Closing
Item change in the the reporting
amount recorded into the reporting the reporting amount
reporting period
equity period period
period
Financial assets
1. Financial
assets
measured at
fair value and
of which
changes are
recorded into 4,012,728.75 -109,530.85 3,903,197.90
current
gains/losses
(excluding
derivative
financial
assets)
2. Derivative
0.00
financial assets
3.
Available-for-s
71,817,642.40 -9,183,239.52 62,634,402.88
ale financial
assets
Subtotal of
75,830,371.15 -109,530.85 -9,183,239.52 66,537,600.78
financial assets
Investing real
0.00
estate
Productive
biological 0.00
assets
20
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Other 75,830,371.15 -109,530.85 -9,183,239.52 66,537,600.78
Total of the
0.00 0.00
above
Financial
liabilities
Did any significant change occur to the attribute of the Company’s main asset measurement during the reporting
period?
□ Yes √ No
V. Core competitiveness analysis
As a leading enterprise of traditional electric light sources, we have always adhered to the operation
and management philosophy of “provide customers with quality products and services through
scientific management and advanced technologies”. And our core competitiveness lies in the
following respects:
1. Channel development
We stick to the market strategy of specifying channels. While maintaining and enhancing our
wholesale channel advantage, we input more effort to improvement of the engineering direct
distribution, exclusive shop, e-commerce and retail channels to form a four-wheel-drive marketing
mode for rapid development and increase the market exploration capability and competitiveness.
2. Brand strategy
We continue to implement the brand strategy, making good use of TV commercials, house ads,
high-speed railway station ads, highway ads, trade fairs at home and abroad, etc. to increase the
reputation of the “FSL” brand. Currently, two among our three brands (“FSL” and “Fenjiang”) are
titled “Chinese Well-known Trademark”, both of which enjoy a high reputation at home and abroad.
3. Technical innovation
We have always attached great importance to R&D of new products and technologies, inputting a
great amount every year to development of new products and techniques with independent
intellectual property rights and improvement of products and techniques so as to upgrade our
products to a new level. In Jan. 2012, we passed the relevant re-examination and became one of the
first “hi-tech enterprises” for 2011.
4. We have a diversified product range, with influential key products.
Our products cover LED, lamps, compact energy-saving lamps, halogen lamps, vehicle lamps,
21
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
ordinary light bulbs, etc. Such a diversified product range can help avoid risks arising from a
limited product range. In addition, our T8 strip lamps, T8 LED tubes, LED bulbs, T8 and T5
integrated brackets and some other knock-out products are fairly influential in the market. We will
continue to develop new products, increase the cost-effectiveness and competitiveness of our
products, and launch more knock-out products.
VI. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
Investments in external parties
Investment amount in 2013 (RMB Yuan) Investment amount in 2012 (RMB Yuan) +/-%
0 83,999,916.00 -100%
Particulars about investees
Proportion of the Company’s investment in
Name of investee Main business
the investee’s total equity interests (%)
Qinghai Fozhao Lithium Energy Integrated development and utilization of
38%
Exploitation Co., Ltd. salt lake brine resource.
Guangdong Fozhao Guoxuan Power R&D, production, installation and sales of
50%
Battery Co., Ltd. lithium ion battery and its control system
R&D, production and sale of lithium ion
batteries and materials, solar, wind and
other renewable energy application
products, equipment and systems,
energy-saving optoelectronic and
Hefei Guoxuan High-tech Power Energy electronic products, equipment and
14.84%
Co., Ltd. systems, and lithium power emergency
supply, power-driven tools, transportation
tools and chargers; operation and agent
service of import and export of products
and technologies; design and construction
of lighting projects for cities and roads
Investment, operation and management of
Guangzhou Zhujiang Asset Management
self-owned funds; project planning; 15.38%
Company Limited
investment management consulting service
Electronic products, communication
Shenzhen Zhonghao (Group) Ltd. Less than 5%
devices, household appliances, furniture,
22
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
speakers, paper, paper products, chemicals
for daily use, shoes, hats and garment;
domestic commerce, material supply and
marketing (excluding goods operated, sold
and controlled by special entities);
supervision of the self-developed projects
Production and sale of tungsten,
molybdenum, nickel and clad metal
products, diamond die, thin steel strips,
electric light source products, power
supply products, industrial gas and special
equipment; production, installation, sale,
mechanic processing, vehicle repair,
Chengdu Hongbo Industrial Co., Ltd. consulting service, sale of goods 6.94%
(excluding those prohibited by the
government from circulating), export of
products produced by it or its member
companies; import of needed mechanic
equipment, components, raw and auxiliary
materials; processing and compensation
trade
Xiamen Bank Banking services 7.99%
China Guangfa Bank Co., Ltd. Banking services Less than 5%
Foshan Fochen Road Development Building and operation of the Fochen
7.66%
Company Limited (Foshan Chencun) Road
(2) Equity-holdings in financial enterprises
Gain/loss
Initial Opening Opening Closing Closing Closing in the
Enterprise Enterprise investment equity-hol equity-hol equity-hol equity-hol book value reporting Accountin Equity
name variety cost (RMB dings ding ratio dings ding ratio (RMB period g title source
Yuan) (share) (%) (share) (%) Yuan) (RMB
Yuan)
Available-f
China
Commerci 30,828,816 62,634,402 or-sale Additional
Everbright 23,546,768 0.06% 23,546,768 0.06% 0.00
al bank .00 .88 financial issue
Bank
assets
Long-term
Xiamen Commerci 292,574,13 109,714,17 109,714,17 292,574,13 Additional
7.99% 7.99% 0.00 equity
Bank al bank 3.00 6 6 3.00 issue
investment
23
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Foshan
branch of
Long-term
Guangdon Commerci Less than Less than Additional
500,000.00 229,792 229,792 500,000.00 0.00 equity
g al bank 5% 5% issue
investment
Developm
ent Bank
323,902,94 133,490,73 133,490,73 355,708,53
Total -- -- 0.00 -- --
9.00 6 6 5.88
(3) Securities investments
Sharehold Sharehold Gain/loss
Initial Number Number Closing
ing ing for
investmen of shares of shares book
Variety of Code of Name of percentag percentag reporting Accounti Source of
t cost held at held at value
securities securities securities e at e at period ng title stock
(RMB period-be period-en (RMB
period-be period-en (RMB
Yuan) gin d Yuan)
gin d Yuan)
Transacti
Founder
5,000,000 3,903,197 onal
Fund BC0002 Jinquanyo 5,000,000 5,000,000 0.00
.00 .90 financial
u No. 2
assets
5,000,000 3,903,197
Total 5,000,000 -- 5,000,000 -- 0.00 -- --
.00 .90
Disclosure date of the board
announcement on approval of 25 Nov. 2010
the securities investment
Disclosure date of the general
meeting announcement on
approval of the securities
investment (if any)
Shareholdings in other listed companies:
□ Applicable √ Inapplicable
2. Wealth management entrustment, derivative investments and entrustment loans
(1) Wealth management entrustment
Naught
(2) Investment in derivatives
Naught
24
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
（3）Entrustment loans
Unit: RMB Ten thousand
Related
Amount of Interest Use of loan by
Borrower party or Guarantor or pawn
loan rate borrower
not
Short-term
Qinghai Fozhao Lithium Energy Exploitation Co., Ltd. Yes 4,332 5.6% Naught
working funds
Total -- 4,332 -- -- --
According to the “Proposal on Providing Financial Support for a Joint
Stock Company” reviewed and approved at the 1 st Special Shareholders’
General Meeting on 8 Jan. 2013, the Company provided a financial support
of RMB 43.32 million to Qinghai Fozhao Lithium Energy Exploitation
Co., Ltd. (“Qinghai Lithium Energy”). And the entrustment loan would
become due after 4 months since the date when the Company, the relevant
Extension, overdue loans or lawsuits (if any)
commercial bank and Qinghai Lithium Energy signed the entrustment loan
contract, i.e. on 20 May 2013. Due to various reasons, Qinghai Lithium
Energy failed to repay the loan to the Company in time, but it repaid the
full amount with interest to the Company by 11 Oct. 2013 (for details, see
the Announcement No. 2013-040 disclosed on www.cninfo.com.cn on 11
Oct. 2013).
Countermeasures for extension, overdue loans or
Naught
lawsuits (if any)
Disclosure date of the board announcement approving
18 Dec. 2012
the entrustment loan (if any)
Disclosure date of the general meeting announcement
9 Jan. 2013
approving the entrustment loan (if any)
3. Use of raised funds
Naught
4. Analysis to main subsidiaries and stock-participating companies
Main subsidiaries and stock-participating companies:
Unit: RMB Yuan
Main
Company Company Registered Operating Operating
Industry products/ser Total assets Net assets Net profit
name variety capital revenues profit
vices
Foshan Manufactur Production 22,272,841. 7,237,285.9 78,754,120. 1,270,948.0
Subsidiary 991,828.28
Chansheng e and 1,000,000.0 98 8 09 9
25
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Electronic operation of 0
Ballast Co., electronic
Ltd. ballasts,
electronic
transformer
s and
electronic
igniters
Producer of
lamps,
electric
lighting
Foshan
products
Chanchang
and related
Electric Manufactur 106,800,597 93,453,122. 147,411,873 6,712,852.2 5,016,215.4
Subsidiary fittings, 72,782,944.
Appliances e .58 66 .93 9 9
providing 00
(Gaoming)
relevant
Co., Ltd.
installation
and
consulting
services
R&D,
production
and sales of
Foshan lamps,
Taimei household
Manufactur 91,647,181. 22,563,973. 227,267,740 14,768,001. 10,473,295.
Times Subsidiary appliances 500,000.00
e 33 56 .56 49 85
Lamps Co., and fittings,
Ltd. and other
electric
lighting
products
R&D and
sale of
electric
Foshan
appliance,
Electrical
lighting and
and Manufactur 53,132,733. 53,122,624.
Subsidiary electromech 50,000,000. 0.00 59,181.95 48,004.68
Lighting e 08 64
anical 00
Engineering
products;
Co., Ltd.
design,
construction
and
26
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
maintenanc
e of lighting
and
electromech
anical
projects;
design,
construction
and
technical
service of
intelligent
construction
projects;
investment,
design,
consulting
service,
construction
, service,
contractual
energy
managemen
t, technical
service and
assessment
of energy
saving
projects;
and
internationa
l trade
Production
of
energy-savi
Nanjing
ng lighting
Fozhao
products,
Lighting
Manufactur lamps and 87,680,175. 69,331,717. 40,600,825. -3,435,308. -2,649,887.
Component Subsidiary 41,683,200.
e lighting 23 05 00 62 29
s 00
equipments;
Manufacturi
lighting
ng Co., Ltd.
projects;
energy-savi
ng
27
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
technology
developmen
t and
production
of relevant
fittings; sale
of
self-produce
d products
Production
and sale of
equipments
and
products of
electric
light source;
and sale of
FSL
components
(Xinxiang) Manufactur 47,548,996. 33,126,312. 10,311,248.
Subsidiary of electric 35,418,439. -721,905.27 -721,905.27
Lighting e 68 82 32
light source, 76
Co., Ltd.
related
materials,
electrical
materials,
automobile
components
, lamps and
fittings
Financing
lease, lease,
lease
consulting
and
Guangdong guaranty,
Fozhao financing
210,874,787 210,546,996 5,598,851.5 4,199,138.6
Financing Subsidiary Finance lease 200,000,000 0.00
.00 .42 6 7
Lease Co., service for .00
Ltd. new-energy
automobiles
& main
components
,
energy-savi
28
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
ng lighting
products &
projects
R&D and
production
of electric
light source
products,
equipment,
fittings,
electrical
materials,
automobile
components
, home
appliances,
FSL socket
Lighting outlets,
38,786,884. 17,426,534. 62,623,565. 3,273,479.3 2,426,534.6
Equipment Subsidiary manufacture power 15,000,000.
69 61 04 0 1
Co., Ltd. switches, 00
fire-protecti
on products,
ventilation
equipment,
LED
products,
etc.;
domestic
trade,
import and
export of
technology
and goods
Explain particulars about main subsidiaries and stock-participating companies:
Naught
Subsidiaries acquired or disposed during the reporting period:
√ Applicable □ Inapplicable
Effect on the whole production
Name of subsidiary Purpose of acquisition/disposal Way of acquisition/disposal
and business performance
Qinghai Fozhao Lithium Ion To generate funds inflows and Equity transfer The equity transfer would not
29
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Battery Cathode Materials Co., focus on the main business affect the business continuity
Ltd. and management stability of the
Company.
The investment and
To integrate the Company’s incorporation would not affect
FSL Lighting Equipment Co.,
internal resources and straighten Investment and incorporation the business continuity and
Ltd.
up the management relations management stability of the
Company.
Guangdong Fozhao New Light The liquidation and cancellation
Sources Technology Co., Ltd. of registration would not affect
To generate funds inflows and Liquidation and cancellation of
the business continuity and
avoid more loss registration
management stability of the
Company.
5. Significant projects invested with non-raised funds
Naught
VII. Predict the operating results of Jan.-Mar. 2014
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin
to the end of the next reporting period according to prediction, as well as explanations on the reasons:
□ Applicable √ Inapplicable
VIII. Entities controlled by the Company for special purposes
Naught
IX. Outlook of the Company’s future development
(I) Trends in the industry
In a background of low-carbon economy and energy saving & environmental protection, it has
become a consensus for more and more countries to gradually eliminate incandescent lamps and
accelerate development of high-efficient lighting products featuring energy saving, environmental
protection and low costs. As the most notable new light source in the world, LED is included in
China’s strategic emerging industries for high brightness, low heat, great durability, no poison, wide
application, etc. The LED industry has entered a key period of fast development. As the technology
keeps advancing, the energy saving effect is increasingly obvious and product prices drop quickly,
LED demand swiftly expands from public lighting projects to commercial space, industrial space
and households. In the future, the market capacity of LED will further expand and the lighting
industry will have a promising future.
30
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(II) Opportunities and challenges for the Company
1. Opportunities
Starting from 2013, the clearer government policy for the LED application industry and the
increasing acceptance of LED by customers will boost faster development in the LED terminal
application field.
We have grabbed the opportunities in time. Through close coordination among R&D, production,
sale and other links, recent years have seen fast development of our LED business, which is of quite
a scale now. A wide range of LED products has taken shape. Our LED bulbs, LED tubes, ceiling
LEDs and some other products, in particular, have become fairly influential in the market, building
up the reputation of the Company.
As a leading enterprise in the lighting industry, we are competitive in brand, technology, market and
scale. Besides, we possess great financial strength. We will stay competitive in the traditional light
source and lamp industry and at the same time continue to focus our best resources on LED
development to enable the Company to benefit more from the continuous growth of the LED
terminal application field in the future.
2. Challenges
We will face some difficulties in the production and operation in 2014. The domestic economy is
going through a transformation, economic growth is expected to slow down and the influential real
estate macro-control policy will continue. Meanwhile, considering the great number of lighting
enterprises, the increasing competition, homogenization of products and a fiercer price battle, the
gross profit rate will decrease gradually. As such, how to stand out in technology, product and
service in the industry and maintain our core competitiveness in the fierce competition poses a
challenge to our future development.
(III) Risks and countermeasures
1. Risk regarding fiercer market competition
High-efficient lighting products, especially LED, receive great support from governmental policies,
and the LED application industry has a promising future. However, the industry is currently quite
decentralized, with dispersed market shares. Lighting enterprises, especially LED ones, are
innumerable, causing cut-throat competition. Consequently, LED prices are likely to drop and it
will be harder to increase our market share. In view of that, we will continue to develop new
products and at the same time continuously improve the existing products; enhance brand
31
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
promotion to raise our name recognition; and enhance management of customer relation and
improve the abilities to explore markets and resist market risks.
2. Risk regarding rising operating costs
As we keep growing, the selling and R&D expenses will increase. Meanwhile, rapidly rising labor
cost, transportation expenses and the like further bring up our operating costs. The fiercer market
competition brings down our product prices. All these will greatly affect the profitability. In view of
that, we will try to increase the mechanical automation degree and improve the production
efficiency; further tap supplier resources and reduce procurement costs; increase the management
capability, enhance budget control and the supervision & appraisal mechanism and reduce costs to
minimize the risk of rising operating costs.
3. Management risk
As the operating scale keeps expanding, we need to bring in more management personnel in
production, sale, R&D and other links, which imposes more requirements for our organizational
structure, marketing, human resource, management mode, internal control, etc. If we cannot
increase our management capability in time and bring in high-quality talent as required by our
business development, our market competitiveness will be weakened, incurring relevant
management risks. In view of that, we will further improve the organizational structure and build up
a good reserve of operation and management talent; and enhance control over the internal work
flows and systems and make management more systematic, standardized and scientific.
(IV) Work plan for 2014
1. To proactively adopt effective measures to ensure a fast growth in production
In the background of energy saving, emission reduction and environmental protection, we will
proactively expand the production capacity based on market needs. We will insist on the strategy of
developing traditional and emerging business lines at the same time. To be specific, we will tightly
seize opportunities arising from the rapid development of LED, increase the input to LED in every
links, produce more products with lower costs and better quality, and increase the market share. At
the same time, we will not give up traditional lighting products. With the accumulative
competitiveness in technology, scale and cost, we will continue to produce traditional lighting
products to achieve a steady growth of our operating results.
2. To improve channels and further explore markets
We will stick to the market strategy of working harder on the four major marketing channels, i.e.
32
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
wholesale, exclusive shop, engineering and e-commerce & retail. We will continue to solidify and
enhance the wholesale channel and expand the channel to the rural markets as a response to the
urbanization direction of China; beef up building of exclusive shops; build a professional
engineering team to explore the engineering distribution channel; and set up our own online
marketing team to expand the online channel. With channel improvement as the center, we will
carry out lean management and in-depth marketing on markets; increase market coverage and
penetration; and formulate a highly organized and well-deployed marketing network characteristic
of orderly division of work and first-class service. On the basis of solidifying and deepening the
cooperation relation with the current major customers, we will further enhance marketing and brand
promotion at home and abroad to proactively explore new markets and customers.
3. To control costs, increase the management efficiency and promote a healthy growth in the
operating results
Raw materials take up a large proportion in the total product costs. Therefore, we will continue to
work closely with our main suppliers. Meanwhile, on the basis of ensuring the supply and quality,
we will enhance large-scale procurement, input more effort in exploration of strategic suppliers and
increase the ability to bargain with raw material suppliers. Meanwhile, through technical innovation,
optimization of the product structure and the like, we will keep reducing costs, increasing the
efficiency and improving the quality. We strictly control all budgets and expense, simplify work
flows, reduce expenses that are over the planned amounts or not planned, keep reducing operating
& management costs, and try to increase the profitability.
4. To enhance the talent team and increase the comprehensive quality of the team
Talent is the key to maintain the innovation capability and competitiveness. We will continue to
bring in professionals to our important departments concerning R&D, marketing, management, etc.
to satisfy talent needs in the continuous growth of the Company. We will also input more effort to
the training of the existing employees, set up FSL College to provide a base for our employees to
learn, adjust the talent structure, develop specific talents for specific positions through various
forms, and keep increasing employees’ comprehensive quality and professional skills. Meanwhile,
we will revise the remuneration mechanism, enhance performance appraisal and HR management,
and set up a high-quality talent team so as to guarantee the sustained, steady and healthy
development of the Company in the respect of talent.
33
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
X. Explanation by the Board of Directors and the Supervisory Committee about the
“non-standard audit report” issued by the CPAs firm for the reporting period
Inapplicable
XI. Explain any change of the accounting policies, the accounting estimates and the
accounting methods when compared to the financial report for last year
Inapplicable
XII. Explain if any major correction of accounting errors occurred in the reporting period
and for that retroactive restatement was needed
Inapplicable
XIII. Explanation of the changes of the consolidation scope compared to the last financial
report
1. On 28 Jun. 2012, the 18th Session of the 6th Board of Directors was convened, where the
proposal on liquidation and cancellation of registration of controlled subsidiary Guangdong Fozhao
New Light Sources Technology Co., Ltd. was reviewed and approved. On 15 Mar. 2013, the
registration cancellation formalities were completed and the said subsidiary was deconsolidated.
2. On 24 Apr. 2013, the 29th Session of the 6th Board of Directors was convened, where the proposal
on incorporation of FSL Lighting Equipment Co., Ltd. was reviewed and approved. On 8 May 2013,
the subsidiary secured the business license, with the Company holding 100% of its equity interests.
It was consolidated since the date of incorporation.
3. On 27 Aug. 2013, the 3rd Session of the 7th Board of Directors was convened, where the proposal
on transferring equities of Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. was
reviewed and approved. The Board of Directors agreed to transfer its 51% stake in Qinghai Fozhao
Lithium Ion Battery Cathode Materials Co., Ltd. to Wuxi Tuohai Investment Co., Ltd. On 4 Dec,
2013, the transfer formalities were completed with the commerce and industry bureau. After the
transfer, we no longer held any stake in Qinghai Fozhao Lithium Ion Battery Cathode Materials Co.,
Ltd., which was thus deconsolidated.
XIV. Profit allocation and dividend payout
Formulation, execution or adjustment of the Company’s profit allocation policy, especially the cash
dividend policy, during the reporting period:
√ Applicable □ Inapplicable
34
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
According to the CSRC Notice on Further Implementing Matters Related to Cash Dividend
Distribution of Listed Companies (Zheng-Jian-Fa [2012] No. 37) and the Guangdong CSRC Notice
on Further Implementing Regulations Related to Dividend Distribution of Listed Companies
(Guang-Dong-Zheng-Jian [2012] No. 91), in order to further standardize the dividend mechanism,
promote a scientific, sustained and stable dividend mechanism and protect legal rights and interests
of investors, in the reporting period, the Company convened a general meeting to revise the
dividend-related contents in its Articles of Association and specify the dividend conditions, the
lowest dividend ratio, the decision-making procedure, etc.. Meanwhile, it formulated the
Management Rules for Profit Distribution and the Return for Shareholder Plan for the Coming
Three Years (2012-2014), specifying the arrangements and forms of dividends, the cash dividend
planning and the distribution intervals, which further improved the decision-making and supervision
procedures for dividend distribution. According to the Company’s Articles of Association, the profit
distributed in cash shall not be less than 30% of the distributable profit achieved in the year. The
Company’s preplans for profit distribution and turning capital reserve into share capital for the
reporting period were in compliance with relevant rules such as the Company’s Articles of
Association.
Special statement about the cash dividend policy
In compliance with the Company’s Articles of Association
Yes
and the resolution of the general meeting
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
Independent directors fulfilled their responsibilities and
Yes
played their due role.
Minority shareholders have the chance to fully express
their opinion and desire and their legal rights and interests Yes
were fully protected.
In adjustment or alteration of the cash dividend policy, the
conditions and procedure were in compliance with Yes
regulations and transparent.
The Company’s preplans or plans for profit allocation and turning capital reserve into share capital
for the recent three years (including the reporting year):
For 2011, based on the total 978,563,745 shares of the Company as at 31 Dec. 2011, a cash
dividend of RMB 2.5 (tax included and dividends for B-share holders paid in Hong Kong dollars)
35
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
was distributed for every 10 shares held by A-share and B-share holders, with the total distributed
cash dividends reaching RMB 244,640,936.25.
For 2012, based on the total 978,563,745 shares of the Company as at 31 Dec. 2012, a cash
dividend of RMB 3.1 (tax included and dividends for B-share holders paid in Hong Kong dollars)
was distributed for every 10 shares held by A-share and B-share holders, with the total distributed
cash dividends reaching RMB 303,354,760.95.
For 2013, based on the total 978,563,745 shares of the Company as at 31 Dec. 2013, a cash
dividend of RMB 1.6 (tax included and dividends for B-share holders paid in Hong Kong dollars)
will be distributed for every 10 shares held by A-share and B-share holders, with the total
distributed cash dividends reaching RMB 156,570,199.20. The profit allocation preplan shall be
carried out upon review and approval of the Shareholders’ General Meeting of the Company.
Cash dividend distribution of the Company over the recent three years:
Unit: RMB Yuan
Net profit attributable to Ratio in net profit
shareholders of listed attributable to shareholders
Amount of cash dividend
Year companies under the of listed companies under
(tax included)
consolidated statement in the consolidated statement
the year (%)
2013 156,570,199.20 251,831,356.38 62.17%
2012 303,354,760.95 400,466,745.11 75.75%
2011 244,640,936.25 291,660,093.73 83.88%
The Company (including its subsidiaries) made profit in the reporting period and the retained profit
of the Company (without subsidiaries) was positive, but it did not put forward a preplan for cash
dividend distribution:
□ Applicable √ Inapplicable
XV. Pre-plan for profit allocation and turning capital reserve into share capital for the
reporting period
Bonus shares for every 10 shares (share) 0
Dividend for every 10 shares (RMB Yuan) (tax
1.60
included)
Total shares as the basis for the allocation preplan
978,563,745
(share)
Total cash dividends (RMB Yuan) (tax included) 156,570,199.20
36
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Distributable profit (RMB Yuan) 632,837,008.55
Percentage of the cash dividends in the total 100%
distributed profit (%)
Cash dividend policy:
Where the Company is in the mature development stage and has any major spending plan, cash dividends
distributed shall account for at least 40% in the profit allocation.
Details about the pre-plan for profit allocation and turning capital reserve into share capital
As audited by GP Certified Public Accountants LLP, the after-tax net profit of RMB 246,212,672.38 of the
Company without subsidiaries for 2013, plus the opening retained profit of RMB 689,979,097.12, minus the
distributed profit of RMB 303,354,760.95 for 2012 (a cash dividend of RMB 3.1 for every 10 shares), equals the
closing profit distributable to shareholders of RMB 632,837,008.55. Considering the consistence of the profit
allocation principle, the Board of Directors proposed to allocate profit for 2013 as follows: Based on the total
978,563,745 shares of the Company as at 31 Dec. 2013, a cash dividend of RMB 1.6 (tax included and dividends
for B-share holders paid in Hong Kong dollars) will be distributed for every 10 shares held by A-share and
B-share holders, with the total distributed cash dividends reaching RMB 156,570,199.20. No bonus shares will
be granted and no capital reserve will be turned into share capital. The retained profit of RMB 476,266,809.35
will be carried forward into the next year. The profit allocation preplan shall be carried out upon review and
approval of the Shareholders’ General Meeting of the Company.
XVI. Social responsibilities
The Company has always attached importance to the accomplishment of its social value. With
“provide returns for shareholders, provide a platform for employees, create value for customers and
create prosperity for the society” as its task, the Company proactively protects legal rights and
interests of its employees and creditors; treats suppliers, customers and consumers in an honest way;
and proactively promotes environmental protection, resource conservation & recycling, etc..
Meanwhile, it takes part in charity and public service activities, boosts the local economy with its
own development and promotes coordinative and harmonious development between the Company
and the society, the community and the nature.
During the reporting period, the Company enhanced R&D, promotion and sale of
environment-friendly and energy-saving products. It passed the ISO14001 environmental
management system certification. Meanwhile, the headquarters of the Company and the other two
production bases of Wuzhuang and Gaoming also smoothly passed the voluntary examination for a
clean production site, making its own contribution to energy saving and emission reduction. It
37
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
planned to distribute cash dividends of RMB 156,570,199.20 (tax included) to its shareholders,
accounting for 62.17% of the net profit attributable to shareholders of the Company in the
consolidated statements for the reporting period, which effectively safeguarded the interests of its
shareholders. It also fulfilled the safe production objectives for the year, making its own
contribution to social safety.
Does the listed company or any of its subsidiaries belong to the heavily polluting industries stipulated by the
environmental protection authorities of the country?
□ Yes √ No □ Inapplicable
Does the listed company or any of its subsidiaries have any other significant social security problems?
□ Yes √ No □ Inapplicable
Any administrative punishment during the reporting period?
□ Yes √ No □ Inapplicable
XVII. Particulars about researches, visits and interviews received in this reporting period
Main discussion and
Place of Way of
Time of reception Visitor type Visitor materials provided by
reception reception
the Company
The operation and
China Securities
16 Jan. 2013 The Company Field research Institution production of the
Co., Ltd.
Company
Shanghai Office
of Britain-based The operation and
10 Oct. 2013 The Company Field research Institution Schroders production of the
Group, Company
Macquarie Bank
38
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section V. Significant Events
I. Significant lawsuits or arbitrations
√ Applicable □ Inapplicable
Amount
involved in the Forming the Trial result and Enforcement on
Basic information Progress of
lawsuit estimated influence of the the judgment of Disclosure Disclosure
of the lawsuit the lawsuit
(arbitration) liabilities or lawsuit the lawsuit date index
(arbitration) (arbitration)
(RMB Ten not? (arbitration) (arbitration)
thousand)
In Mar. 2013,
CSRC Guangdong
administered an
administrative
punishment on the
illegal information Announceme
disclosure of the nt title:
The lawsuits are
Company. 515 Announceme
still in trial with
plaintiffs nt on Lawsuit
no judgment.
separately sued the Matters;
RMB 73.4283 Therefore, the
Company to Announceme
million and No Pending influence of these Inapplicable 18 Sept. 2013
Guangzhou nt No.:
HKD 82,000 lawsuits on the
Intermediate 2013-039;
Company is
People’s Court for Website of
unable to be
false securities disclosure:
known for now.
statement, http://www.c
demanding civil ninfo.com.cn
compensations
from the Company
for its illegal
information
disclosure.
In Mar. 2013, The lawsuits are Announceme
CSRC Guangdong still in trial with nt title:
administered an no judgment. Announceme
administrative Therefore, the nt on Lawsuit
RMB 87.0947
punishment on the No Pending influence of these Inapplicable 8 Jan. 2014 Matters;
million
illegal information lawsuits on the Announceme
disclosure of the Company is nt No.:
Company. 672 unable to be 2014-003;
plaintiffs known for now. Website of
39
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
separately sued the disclosure:
Company to http://www.c
Guangzhou ninfo.com.cn
Intermediate
People’s Court for
false securities
statement,
demanding civil
compensations
from the Company
for its illegal
information
disclosure.
In Mar. 2013,
CSRC Guangdong
administered an
administrative
punishment on the
illegal information Announceme
disclosure of the nt title:
The lawsuits are
Company. 116 Announceme
still in trial with
plaintiffs nt on Lawsuit
no judgment.
separately sued the Matters;
RMB 22.5254 Therefore, the
Company to Announceme
million and No Pending influence of these Inapplicable 15 Mar. 2014
Guangzhou nt No.:
HKD 546,600 lawsuits on the
Intermediate 2014-011;
Company is
People’s Court for Website of
unable to be
false securities disclosure:
known for now.
statement, http://www.c
demanding civil ninfo.com.cn
compensations
from the Company
for its illegal
information
disclosure.
II. Media’s queries
□ Applicable √ Inapplicable
There was no media’s query during in the reporting period.
40
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
III. Occupation of the Company’s capital by the controlling shareholder or its related parties
for non-operating purposes
Inapplicable
IV. Bankruptcy and reorganization
Inapplicable
V. Asset transactions
1. Acquisition of assets
Relationsh
ip between
Ratio of the
the net transaction
Influence Influence profit party and
Transactio Asset Transactio Related-pa
on the on the contribute the Disclosure
n party or acquired n price Progress rty Disclosure
Company’ Company’ d by the Company date (note
ultimate or bought (RMB Ten (note 2) transaction index
s operation s gain/loss asset to the (applicable 5)
controller in thousand) or not
(note 3) (note 4) Company for
to the total related-par
profit (%) ty
transaction
s)
Announce
ment title:
Announce
ment on
The equity
Acquisitio
acquisition
25% n of Some
would not
equity The Equity
affect the
interests of relevant Interests of
business
Ma Foshan assets Inapplicabl 25 Dec. a
199.45 continuity Naught 0% No
Henglai Chansheng were all e 2013 Controlled
and
Electronic transferred Subsidiary
manageme
Ballast in. ;
nt stability
Co., Ltd. Announce
of the
ment No.:
Company.
2013-047;
Website of
disclosure:
http://www
41
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
.cninfo.co
m.cn
2. Sale of assets
Net Relation
Whether
profit ship
Ratio of Whether or not
contribu between
the net or not the
ted to Gains the
profit the creditor’
the and transacti
contribu ownersh s right
Transact Compan losses Related- on party
ted by ip of the and
Transact ion y from arising Pricing party and the Disclos
Asset Disposa the asset asset liabilitie Disclos
ion price the from the principl transacti Compan ure
sold l date to the involve s ure date
party (RMB period-b sales of e on or y index
Compan d has involve
0’000) egin to assets not (applica
y to the been d have
the (RMB ble for
total fully been
disposal 0’000) related-
profit transferr fully
date party
(%) ed transferr
(RMB transacti
ed
0’000) ons)
The sold Name
18.5% of
equity announc
of ement:
Shenzhe Announ
n cement
Liangke on the
18.5%
Venture Complet
equity
Shenzhe Capital With the ion of
of
n Meilu Co., assessm the
Shenzhe
Trade Ltd. ent Equity
n 28 Jun. Inapplic 23 Aug.
Develop 2,220 721 held by 2.86% result as No Yes Yes Transfer
Liangke 2012 able 2013
ment the the of the
Venture
Co., Compan pricing Original
Capital
Ltd. y will base Joint
Co.,
not have Stock
Ltd.
negative Compan
influenc y;
es on Announ
the cement
continui No.:
ty of the 2013-02
business 5;
42
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
and the Disclos
stability ure
of the website:
manage www.cn
ment info.co
level. m.cn
The
profits
gained
form the
equity
transfer
was of
RMB
8,970,0
00
The sold Name
51% of
equity announc
of ement:
Qinghai Announ
Fozhao cement
Lithium on
Ion Transfer
51% Battery the
equity Cathode Equity
of Material of
With the
Qinghai s Co., Qinghai
Wuxi assessm
Fozhao Ltd. Fozhao
TuoHai ent
Lithium 27 Aug. 1,001.7 held by Inapplic 27 Aug. Lithium
Investm -462 -1.93% result as No Yes Yes
Ion 2013 8 the able 2013 Ion
ent Co., the
Battery Compan Battery
Ltd. pricing
Cathode y will Cathode
base
Material not have Material
s Co., negative s Co.,
Ltd. influenc Ltd.
es on Announ
the cement
continui No.:
ty of the 2013-03
business 05;
and the Disclos
stability ure
of the website:
43
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
manage www.cn
ment info.co
level. m.cn
The
profits
gained
form the
equity
transfer
was of
RMB
8,970,0
00
3. Business combination
Inapplicable
VI. Implementation and influence of any equity incentive plan of the Company
There was no any implementation of equity incentive of the Company during the reporting period.
VII. Significant related-party transactions
1. Related-party transactions arising from routine operation
Obtainabl
Proportio
e market
n in the
Transacti price for
Transacti total
Type of Contents on the
Related on price amounts
the of the Pricing amount Mode of transactio Disclosur Disclosur
transactio Relation (RMB of
transactio transactio principle (RMB settlement n of the e date e index
n party Ten transactio
n n Ten same
thousand) ns of the
thousand) kind(RM
same kind
B Ten
(%)
thousand)
Purchasin
Legal
g
Prosperity person
products
Lamps & that held Purchase
and Market Remittanc 26 Apr. www.cnin
Compone over 5% of 700.15 700.15 0.43% 700.15
receiving price e 2013 fo.com.cn
nts shares of material
labor
Limited the
service
Company
from the
44
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
related
party
Purchasin
g
A
products
company
Prosperity and
controlled Purchase
Electrical receiving Market Remittanc 26 Apr. www.cnin
by the of 3,105.95 3,105.95 1.93% 3,105.95
(China) labor price e 2013 fo.com.cn
related material
Co., Ltd. service
natural
from the
person
related
parties
Purchasin
g
A
Siteco products
company
Prosperity and
controlled Purchase
Lighting receiving Market Remittanc 29 Aug. www.cnin
by the of 135.20 135.2 0.08% 135.20
(Langfan labor price e 2013 fo.com.cn
related material
g) Co., service
natural
Ltd. from the
person
related
parties
Purchasin
Acting-in g
-concert products
OSRAM party of a and
Purchase
(China) corporatio receiving Market Remittanc 26 Apr. www.cnin
of 6.24 6.24 0% 6.24
Lighting n with a labor price e 2013 fo.com.cn
material
Co., Ltd. stake over service
5% in the from the
Company related
parties
Purchasin
g
Prosperity A
products
(Xinxiang company
and
) controlled Purchase
receiving Market Remittanc 26 Apr. www.cnin
Electro-O by the of 2.97 2.97 0% 2.97
labor price e 2013 fo.com.cn
ptical related material
service
Machiner natural
from the
y Co., Ltd person
related
parties
45
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Purchasin
g
A
Prosperity products
company
(Xinxiang and
controlled Purchase
) Lighting receiving Market Remittanc 26 Apr. www.cnin
by the of 0.34 0.34 0% 0.34
Machiner labor price e 2013 fo.com.cn
related material
y Co., service
natural
Ltd. from the
person
related
parties
Purchasin
g
A
Hangzhou products
company
Times and
controlled Purchase
Lighting receiving Market Remittanc 26 Apr. www.cnin
by the of 2.28 2.28 0% 2.28
and labor price e 2013 fo.com.cn
related material
Electrical service
natural
Co., Ltd. from the
person
related
parties
Selling
Legal products
Prosperity person and
Lamps & that held providing
Sales of Market Remittanc 26 Apr. www.cnin
Compone over 5% labor 5,394.58 5,394.58 2.16% 5,394.58
products price e 2013 fo.com.cn
nts shares of service to
Limited the the
Company related
parties
Selling
Prosperity A products
(Hangzho company and
u) controlled providing
Sales of Market Remittanc 26 Apr. www.cnin
Lighting by the labor 440.12 440.12 0.18% 440.12
products price e 2013 fo.com.cn
and related service to
Electrical natural the
Co., Ltd. person related
parties
A Selling
Prosperity
company products
Electrical Sales of Market Remittanc 26 Apr. www.cnin
controlled and 111.46 111.46 0.04% 111.46
(China) products price e 2013 fo.com.cn
by the providing
Co., Ltd.
related labor
46
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
natural service to
person the
related
parties
Selling
Acting-in
products
-concert
and
OSRAM party of a
providing
(China) corporatio Sales of Market Remittanc 26 Apr. www.cnin
labor 1,044.16 1,044.16 0.42% 1,044.16
Lighting n with a products price e 2013 fo.com.cn
service to
Co., Ltd. stake over
the
5% in the
related
Company
parties
Selling
Acting-in
products
-concert
and
Osram party of a
providing
Asia corporatio Sales of Market Remittanc Inapplica Inapplica
labor 1,166.68 1,166.68 0.47% 1,166.68
Pacific n with a products price e ble ble
service to
Ltd. stake over
the
5% in the
related
Company
parties
Purchasin
g
Legal
products
Prosperity person
and Purchase
Lamps & that held
receiving of Market Remittanc 26 Apr. www.cnin
Compone over 5% 772.96 772.96 23.18% 772.96
labor equipmen price e 2013 fo.com.cn
nts shares of
service ts
Limited the
from the
Company
related
party
Purchasin
g
Guangdo
products
ng
and Purchase
Fozhao Associate
receiving of Market Remittanc Inapplica Inapplica
Guoxuan d 252.14 252.14 7.56% 252.14
labor equipmen price e ble ble
Power enterprise
service ts
Energy
from the
Co., Ltd.
related
parties
47
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Purchasin
g
A
Prosperity products
company
(Xinxiang and Purchase
controlled
) Lighting receiving of Market Remittanc 26 Apr. www.cnin
by the 87.62 87.62 2.63% 87.62
Machiner labor equipmen price e 2013 fo.com.cn
related
y Co., service ts
natural
Ltd. from the
person
related
parties
Selling
Guangdo products
ng and
Fozhao Associate providing
Collectio Market Remittanc Inapplica Inapplica
Guoxuan d labor 22.21 22.21 22.21
n of rental price e ble ble
Power enterprise service to
Energy the
Co., Ltd. related
parties
Selling
Guangdo products
ng and
Fozhao Associate providing Collectio
Market Remittanc Inapplica Inapplica
Guoxuan d labor n of 5.80 5.8 5.80
price e ble ble
Power enterprise service to utilities
Energy the
Co., Ltd. related
parties
Total -- -- 13,250.86 -- -- -- -- --
Details of large amount of sales returns Naught
Necessity and continuity of related-party Due to the Company needed stable supply of good raw materials for its production,
transaction as well as reason of choosing such related-party transaction was necessary and will exist within a long-term period.
the related party (but not other transaction The Company’s partial products were sold through the related parties, which would
parties) to conduct the said transaction drive the expansion of the production scale of the Company to a certain extent, so it
belonged to the continuous related-party transactions and would exist within a
long-term period.
The Company’s routine related-party transactions with the related parties had no
Impacts of related-party transaction on
influence on the independency of the Company, so the Company’s main business
independency of the Company
wouldn’t form the reliance on or be controlled by the related parties.
Dependant degree of the Company on The Company’s related-party business with the related parties occupied a small
related party and relevant solutions for the proportion in the amount of the same kind of business, so its main business wouldn’t
dependence (if any) form the reliance on or be controlled by the related parties.
As for the prediction on the total amount of In Apr. and Aug. 2013, the Company predicted the total amount of routine related-party
48
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
routine related-party transactions to be transactions with the related parties of OSRAM (China) Lighting Co., Ltd., Prosperity
occurred in the reporting period by Lamps & Components Limited, Prosperity Electrical (China) Co., Ltd., Prosperity
relevant types, the actual performance in (Hangzhou) Lighting and Electrical Co., Ltd., Hangzhou Times Lighting and Electrical
the reporting period (if any) Co., Ltd., Prosperity (Xinxiang) Lighting Machinery Co., Ltd. and Prosperity
(Xinxiang) Electro-Optical Machinery Co., Ltd. and in the purchase from related
parties, the actual amount occurred in 2013 was of RMB 50.6585 million, of 63.64 %
of the 2013 estimated amount; in the sales to the related parties, the actual amount
occurred in 2013 was of RMB 81.57 million, of 92.69 % of the 2013 estimated amount.
Reason for significant difference between
Naught
the transaction price and the market price
2. Related-party transactions regarding purchase and sales of assets
Inapplicable
3. Significant related-party transitions with joint investments
Inapplicable
4. Credits and liabilities with related parties
Was there any non-operating credit or liability with any related party?
□ Yes √ No
5. Other significant related-party transactions
On 8 Jan. 2013, the “Proposal on Providing Financial Support for a Stock-participating Company” was reviewed and approved by the
General Meeting of Shareholders and the Company provided the related legal person Qinghai Fozhao Lithium Energy Exploitation
Co., Ltd. (hereinafter referred as “Qinghai Lithium Energy”) with a financial support of RMB 43.32 million. The deadline of the
entrusted loans was four months since the date of signing the entrusted loans agreement with the commercial bank and Qinghai
Lithium Energy that would be expired on 20 May 2013. Owning to various reasons, Qinghai Lithium Energy failed to pay back the
loans to the Company on time. But up to 11 Oct, Qinghai Lithium Energy had paid all the arrears and interests.
The website to disclose the interim announcements on significant related-party transactions
Disclosure date of the interim Website to disclose the interim
Name of the interim announcement
announcement announcement
Announcement on Resolutions Made at the First
9 Jan. 2013 www.cninfo.com.cn
Special Shareholders’ General Meeting for 2013
Announcement on the Wholly Receiving of the
Overdue Arrears and Interests From Qinghai 11 Oct. 2013 www.cninfo.com.cn
Fozhao Lithium Energy Exploitation Co., Ltd.
49
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
VIII. Significant contracts and their fulfillment
1. Trusteeship, contracting and leasing
During the reporting period, the Company did not have any trust, contracting or leasing event.
2. Guarantees provided by the Company
During the reporting period, the Company and its controlled subsidiaries did not provide any guarantee for any external party.
3. Other significant contracts
Naught
4. Other significant transactions
Naught
IX. Fulfillment of commitments
1. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the
reporting period or such commitments carried down into the reporting period
There were no commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period
or such commitments carried down into the reporting period.
2. The Company’s assets or projects exist profitable prediction and the reporting period is in such
prediction period, it states the profits from the assets or projects reaching original prediction and relevant
reasons
During the reporting period, the Company didn’t make any profitable prediction of the assets or projects and the reporting period
wasn’t in such prediction period
X. Engagement and disengagement of the CPAs firm
CPAs firm engaged at present
Name of domestic CPAs firm GP Certified Public Accountants (LLP)
Remuneration of domestic CPAs firm (RMB 0’000) 118.72
Consecutive years of the audit services provided by
21
domestic CPAs firm
Name of the certified public accountants from the
Hong Wenwei, Chen Danyan
domestic CPAs firm
Reengage the CPAs firm at current period or not?
□ Yes √ No
Particulars on engaging the audit firm for the internal control, financial adviser or sponsor
√Applicable □Inapplicable
During the reporting period, the Company engaged GP Certified Public Accountants (LLP) as the internal control audit constitution
50
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
owning to the needs of internal control audit, with the total paid audit expenses of RMB 508.80 thousand.
XI. Explanation of the “non-standard audit report” of the CPAs of the Board of Supervisors,
Independent Directors during the reporting period (if applicable)
Inapplicable
XII. Punishment and rectification
Punishment type
Conclusion (if
Name Type Reason for the Disclosure date Disclosure index
any)
investigation
Announcement
title:
Announcement
Ordering the on Receiving the
Company to Administrative
Registered and make Punishment
Illegal
Foshan Electrical investigated or rectification, Decision by
information
and Lighting Co., Other administrative giving a warning 7 Mar. 2013 Guangdong
disclosure
Ltd. punished by and imposing a CSRC;
CSRC fine of RMB 0.4 Announcement
million. No.: 2013-004
Disclosure
website:
www.cninfo.com.
cn
Announcement
title:
Announcement
on Receiving the
Giving a warning
Administrative
to Liu Xingming,
Responsible Registered and Punishment
and imposing a
Liu Xingming, person of the investigated or Decision by
fine of RMB
Xie Qing, Wei Senior executives illegal administrative 7 Mar. 2013 Guangdong
30,000; giving a
Bin information punished by CSRC;
warning to Xie
disclosure CSRC Announcement
Qing and Wei
No.: 2013-004
Bin.
Disclosure
website:
www.cninfo.com.
cn
51
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Explanation on the rectification:
√Applicable □Inapplicable
As for the illegal information disclosure mentioned in the Written Decision of CSRC Guangdong Bureau on
Administrative Penalty, the Company had disclosed relevant announcements in supplement in Jul. and Aug. 2012.
After receiving the Written Decision of CSRC Guangdong Bureau on Administrative Penalty on 3 Jun. 2013, the
Company paid special attention to such events and in order to prevent such events from happening again, it
learned lessons from the case and adopted the measures as follows:
1. It perfected the system on registration & update for related parties and reinforced the management on the files
of related parties as well as combed relevant information, so as to clearly define the detailed information of the
related parties of the Company and update it timely, and further ensure the authenticity, accuracy and
completeness of the information of related parties.
2. It conducted special training on current Directors, Supervisors and Senior Executives of the Company, so as to
make them systematically know the content of securities laws, rules and standardized documents, and get familiar
with the basic knowledge of securities market, as well as strengthen the awareness of standardized operation.
3. It standardized corporate governance, improved the decision-making procedures, strictly enforced relevant laws,
regulations and regulatory documents and strengthened organization and management over the information
disclosure work so as to prevent these events from happening again.
4. It reinforced improvement of internal control rules, especially financial management, on its controlled
subsidiaries and important shareholding companies, and established a more effective control mechanism for them.
Particulars about the directors, supervisors, senior management staffs and shareholders holding over 5% shares of
the Company involving in illegal trading the Company’s stocks and the Company has disclose to recover the
illegal income
□ Applicable √ Inapplicable
XIII. Situation of the suspend listing and delisting after the disclosure of the annual report
Inapplicable
XIV. Explanation on other significant events
Naught
XV. Significant events of subsidiaries of the Company
1. The Company convened the 18th Session of the 6th Board of Directors on 28 Jun. 2012, at which reviewed and
approved the Proposal on Liquidating and Writing off the Controlled Subsidiary Guangdong Fozhao New Light
Sources Technology Co., Ltd. On 15 May 2013, the Company completed the procedure of cancellation of
registration/
2. The Company convened the 29th Session of the 6th Board of Directors on 24 Apr. 2013, at which reviewed and
approved the Proposal on the Investment and Establishing the Foshan Lighting Lamps & Components Co., Ltd.
On 8 May 2013, the Company gained the license of the business corporation and the Company held its 100%
52
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
equity.
3. The Company convened the 3rd Session of the 7th Board of Directors on 27 Aug. 2013, at which reviewed and
approved the Proposal on the Transfer of the Equity of Qinghai Fozhao Lithium Ion Battery Cathode Materials
Co., Ltd., the Company transferred its 51% equity of Qinghai Fozhao Lithium Ion Battery Cathode Materials Co.,
Ltd. to Wuxi TuoHai Investment Co., Ltd.. On 4 Dec. 2013, Qinghai Fozhao Lithium Ion Battery Cathode
Materials Co., Ltd. completed the procedure of industry and commerce change registration of its equity transfer
and from then on the Company no more holds the equity of Qinghai Fozhao Lithium Ion Battery Cathode
Materials Co., Ltd.
XVI. Situation of the Issuing the corporate bonds of the Company
Inapplicable
53
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section VI. Change in Share Capital and Particulars about
Shareholders
I. Particulars about the changes in share capital
Unit: Share
Before the change Increase/decrease in the change (+,-) After the change
Capitalizat
Issuance ion of
Proportion Bonus Proportio
Number of new public Other Subtotal Number
(%) shares n (%)
shares reserve
fund
I. Shares subject to trading 137,192,6 135,203,3
14.02% -1,989,234 -1,989,234 13.82%
moratorium 15 81
3. Other shares held by
5,376,930 0.55% -1,989,234 -1,989,234 3,387,696 0.35%
domestic corporation
Including: shares held by
domestic non-state-owned 3,733,593 0.38% -675,675 -675,675 3,057,918 0.31%
corporation
Shares held by domestic
1,643,337 0.17% -1,313,559 -1,313,559 329,778 0.03%
natural person
4. Shares held by foreign 131,815,6 131,815,6
13.47% 13.47%
investment 85 85
Including: shares held by 131,815,6 131,815,6
13.47% 13.47%
foreign corporation 85 85
II. Shares not subject to 841,371,1 843,360,3
85.98% 1,989,234 1,989,234 86.18%
trading moratorium 30 64
616,150,0 618,139,3
1. RMB ordinary shares 62.96% 1,989,234 1,989,234 63.17%
93 27
2. Domestically listed 225,221,0 225,221,0
23.02% 23.02%
foreign shares 37 37
978,563,7 978,563,7
III. Total shares 100% 100%
45 45
Reason for the change in shares:
√ Applicable □ Inapplicable
1. The previously restricted 1,228,271 shares (including 675,675 shares held by domestic corporations and 552,596 shares held by
domestic natural persons) became non-restricted on 8 Mar. 2013.
54
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2. The former Board Chairman Zhong Xincai, the former Supervisor Yang Xudong, the former Financial Manager Wang Shuqiong
and the former Vice General Manager Zhao Yong stepped down from their posts as Directors, Supervisors and Senior Executives.
Now the half-year lockup period had expired so the shares subject to trading moratorium held by them had wholly changed into the
shares not subject to trading moratorium.
3. Due to his position as a supervisor, 75% of the shares held by Zhang Yong and Zhang Xuequan were locked up as required.
4. Due to the 2, 3 above, the 760, 963 restricted shares decreased to the shares held by Senior Executives in the reporting period.
Approval of the change in shares
√Applicable □Inapplicable
Upon the review and approval of Shenzhen Stock Exchange and the Shenzhen branch of China Securities Depository and Clearing
Co., Ltd., the previously restricted 1,228,271 shares became tradable on 8 Mar. 2013 (for details, see the “Suggestive Announcement
No. 2013-003 on Unlocking Restricted Shares” disclosed on www.cninfo.com.cn dated 6 Mar. 2013).
Transfer of share ownership
□ Applicable √ Inapplicable
Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the
Company and other financial indexes over the last year and last period
□ Applicable √ Inapplicable
Other contents that the Company considered necessary or were required by the securities regulatory authorities to disclose
□ Applicable √ Inapplicable
II. Issuance and listing of securities
1. Issuance of securities over the past three years
The Company had no issuance of securities over the past three years.
2. Explanation on changes in share capital & the structure of shareholders, the structure of assets and
liabilities
There was no change in share capital and the structure of shareholders during the reporting period.
3. Particulars about staff shares
The Company had no staff shares during the reporting period.
55
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
III. Particulars about the shareholders and actual controller
1. Total number of shareholders and their shareholding
Unit: Share
Total number of shareholders on the fifth trading
Total number of shareholders at the
139,442 day before the disclosure date of the annual 124,745
reporting period
report
Particulars about shares held by shareholders or the top 10 shareholders with a shareholding percentage over 5%
Total Pledged or frozen shares
Increase/d Number
Shareholdi shares Number of
ecrease of
Name of Nature of ng held at tradable
during the non-trada
shareholder shareholder percentage the shares Status of shares Number of shares
reporting ble shares
(%) period-en held
period held
d
OSRAM Holding
Foreign 131,815,6 131,815,6
Company 13.47% 0 0
corporation 85 85
Limited
Prosperity Lamps
Foreign 102,751,6 102,751,6
& Components 10.5% 0 0
corporation 48 48
Limited
Essence
International Foreign 13,098,07 13,098,07
1.34% 13098077 0
Securities (Hong corporation 7 7
Kong) Co., Ltd.
DBS
VICKERS(HON Foreign 12,671,74 12,671,74
1.29% -1886753 0
G KONG) LTD corporation 1 1
A/C CLIENTS
EAST ASIA
SECURITIES Foreign
0.97% 9,527,080 0 0 9,527,080
COMPANY corporation
LIMITED
Foreign natural
Zhuang Jianyi 0.85% 8,324,132 0 0 8,324,132
person
ICBC—CCB
Optimal Domestic
Allocation of non-state-owned 0.84% 8,190,127 8190127 0 8,190,127
Hybrid Securities corporation
Investment Fund
Guangzhou Domestic 0.57% 5,586,815 0 0 5,586,815
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Prosperity Lamps non-state-owned
& Components corporation
Trade Co., Ltd.
ICBC—CCB
Domestic
Preferred Growth
non-state-owned 0.54% 5,299,849 5299849 0 5,299,849
Securities
corporation
Investment Fund
BBH A/C
VANGUARD
EMERGING Foreign
0.47% 4,592,770 0 4,592,770
MARKETS corporation
STOCK INDEX
EUND
Strategic investor or general
corporation becoming a top ten
Naught
shareholder due to placing of new
shares (if any) (see Note 3)
Among the top ten shareholders of the Company, Prosperity Lamps & Components Limited
Explanation on associated
and Zhuang Jianyi were related parties and acting-in-concert parties. Apart from that, it’s
relationship or/and persons acting in
unknown whether there was any associated relationship among other shareholders of the top
concert among the above-mentioned
ten shareholders, or whether there is any action-in-concert among them regarding to
shareholders
Administrative Measures on Acquisition of Listed Companies.
Particulars about shareholdings of the top ten shareholders holding non-restricted shares
Type of shares
Name of shareholder Number of non-restricted shares held at the period-end
Type Number
Prosperity Lamps & Components RMB ordinary
102,751,648 102,751,648
Limited share
Domestically
Essence International Securities
13,098,077 listed foreign 13,098,077
(Hong Kong) Co., Ltd.
shares
Domestically
DBS VICKERS(HONG KONG)
12,671,741 listed foreign 12,671,741
LTD A/C CLIENTS
shares
Domestically
EAST ASIA SECURITIES
9,527,080 listed foreign 9,527,080
COMPANY LIMITED
shares
Domestically
Zhuang Jianyi 8,324,132 listed foreign 8,324,132
shares
ICBC—CCB Optimal Allocation of 8,190,127 RMB ordinary 8,190,127
57
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Hybrid Securities Investment Fund share
Guangzhou Prosperity Lamps & RMB ordinary
5,586,815 5,586,815
Components Trade Co., Ltd. share
ICBC—CCB Preferred Growth RMB ordinary
5,299,849 5,299,849
Securities Investment Fund share
BBH A/C VANGUARD Domestically
EMERGING MARKETS STOCK 4,592,770 listed foreign 4,592,770
INDEX EUND shares
Domestically
Hou Chunhu 4,315,117 listed foreign 4,315,117
shares
Explanation on associated
Among the top ten shareholders of the Company, Prosperity Lamps & Components Limited
relationship or/and persons acting in
and Zhuang Jianyi were related parties and acting-in-concert parties. Apart from that, it’s
concert among the top ten tradable
unknown whether there was any associated relationship among other shareholders of the top
shareholders and between the top ten
ten shareholders, or whether there is any action-in-concert among them regarding to
tradable shareholders and the top ten
Administrative Measures on Acquisition of Listed Companies.
shareholders
Explanation on the top 10
shareholders participating in the
Naught
margin trading business (if any) (see
Note 4)
Did any shareholder of the Company carry out an agreed buy-back in the reporting period?
□ Yes √ No
2. Particulars about the controlling shareholder
The Company currently has no controlling shareholder or actual controller.
(1) The first principal shareholder of the Company is OSRAM Holding Company Limited, which was established
in Hong Kong in Jun. 2004 with registered capital of HKD 500,000, the company principal is Werner Hoffmann,
it has no substantial operations and it currently held 13.47% equity of the Company.
(2) The second principal shareholder of the Company is Prosperity Lamps & Components Limited, which was
established in Hong Kong in 1978 with registered capital of HKD 2 million and Legal Representative being
Zhuang Jianyi, main business scope covering sales and exportation of lighting products, import and export trade;
currently held 10.5% equity of the Company.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Illustration on relationship between the Company and its first principal shareholder
Siemens Siemens Public Shareholders
Aktiengesellschaft Pension-Trust e.V.
17% 2.5% 80.5%
OSRAM Licht AG
(listed company)
100%
19.5%
OSRAM Beteiligungen
GmbH
80.5%
OSRAM Germany
100%
OSRAM Holding Company Limited
13.47%
Foshan Electrical and Lighting Co., Ltd
3. Particulars about other corporate shareholders with shareholding proportion over 10%
During the reporting period, there was no corporate shareholders holding over 10% shares of the Company except the above first
principal shareholder of OSRAM Holding Company Limited and second principal shareholder of Prosperity Lamps & Components
Limited.
IV. Particulars on shareholding increase scheme proposed or implemented by the
shareholders and act-in-concert persons during the reporting period
No shareholding increase scheme proposed or implemented by the shareholders and act-in-concert persons during the reporting
period.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section VII. Directors, Supervisors, Senior Management Staffs and
Employees
I. Changes in shareholding of directors, supervisors and senior management staffs
Amount of Amount of
shares shares Amount of
Shares
increased decreased shares held
Tenure Ending held at the
Name Office title Sex Age Start date at the at the at the
status date year-begin
reporting reporting period-end
(share)
period period (share)
(share) (share)
Chairman
28 May 28 May
Pan Jie of the Current Male 42 0 0 0 0
2013 2016
Board
Vice
Chairman
Liu 28 May 28 May
and Current Male 51 351,280 0 0 351,280
Xingming 2013 2016
General
Manager
Wu 28 May 28 May
Director Current Male 47 0 0 0 0
Shengbo 2013 2016
Werner
Jrgen 28 May 28 May
Director Current Male 44 0 0 0 0
Dietrich 2013 2016
Hoffmann
Yang 28 May 28 May
Director Current Male 36 0 0 0 0
Jianhu 2013 2016
28 May 28 May
Ye Zaiyou Director Current Male 57 0 0 0 0
2013 2016
Liu Independe 28 May 28 May
Current Male 65 0 0 0 0
Zhenping nt Director 2013 2016
Dou Independe 28 May 28 May
Current Male 54 0 0 0 0
Linping nt Director 2013 2016
Xue Independe 28 May 28 May
Current Male 45 0 0 0 0
Yizhong nt Director 2013 2016
Zhang Chairman Current Male 39 17 Sep. 28 May 10,700 0 0 10,700
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Yong of the 2013 2016
Supervisor
y
Ye
21 May 28 May
Zhenghon Supervisor Current Male 40 20,560 0 0 20,560
2013 2016
g
Zhang 21 May 28 May
Supervisor Current Male 36 6,400 0 0 6,400
Xuequan 2013 2016
Zhuang 28 May 28 May
Supervisor Current Male 56 0 0 0 0
Rujia 2013 2016
Zhang 28 May 228 May
Supervisor Current Male 62 0 0 0 0
Yingqi 2013 2016
Company 28 May 28 May
Lin Yihui Current Male 59 0 0 0 0
Secretary 2013 2016
28 May 28 May
Xie Qing Vice GM Current Male 39 12,950 0 0 12,950
2013 2016
28 May 28 May
Wei Bin Vice GM Current Male 44 15,684 0 0 15,684
2013 2016
Jiao 17 Sep. 28 May
Vice GM Current Male 41 22,880 0 0 22,880
Zhigang 2013 2016
Yin 28 May 28 May
CFO Current Male 38 0 0 0 0
Jianchun 2013 2016
Chairman
Zhong 27 May 28 May
of the Former Male 70 876,206 0 0 876,206
Xincai 2010 2013
Board
Michel
21 Aug. 28 May
Jean-paul Director Former Male 50 0 0 0 0
2012 2013
Henri
Yang 27 May 28 May
Supervisor Former Male 48 3,900 0 0 3,900
Xudong 2010 2013
Wang Financial 27 May 28 May
Former Female 51 140,013 0 0 140,013
Shuqiong Manager 2010 2013
Zhou Company 5 Jan. 28 May
Former Male 52 0 0 0 0
Xiangfeng Secretary 2011 2013
Total -- -- -- -- -- -- 1,460,573 0 0 1,460,573
II. Post-holding situation
Main working experience of current directors, supervisors and senior management staffs over the past five years:
(1) Work experience of directors
Pan Jie: Male, born in Shanghai, 1971, has bachelor degree of the electric light source of Dept. of Illuminating
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Engineering and Light Sources of Fudan University, master’s degree of optics and optoelectronics of GUCAS and
Shanghai Institute of Technical Physics of the Chinese Academy of Sciences, and master’s degree of FDSM and
Norwegian School of Management (B1). From Mar. 2001 to Jun. 2009,he acted as the General Manager of Asia
lighting business in Consumer and Industrial Products Group of General Electric Company; From Jul. 2009 to
Mar. 2011, he acted as CEO of Asian-Pacific region in America Lingji Electronics Co., Ltd.; From Apr. 2011 to
Jun. 2012, he acted as responsible person in Asian-Pacific region of Energy Electronics in the Energy Electronics
Dept. of GE; From Jul. 2012 to May 2013, he acted as CEO of Greater China Region in GE Water in Power
Generation and GE Group of General Electric Company. In May 2013, he was elected as the Chairman of the
Board of the Company.
Liu Xingming: Male, born in Xinhui, Guangdong Province in 1962, bachelor degree holder, engineer. He joined
the Company in 1983, and acted as Vice GM from 1997 to 2005; acted as GM of the Company from Dec. 2005 to
Nov. 2008; acted as Vice GM of the Company in Dec. 2008; acted as Vice Director of the Board in Apr. 2011;
from Apr. 2012 up to now, he acted as the GM and Vice Director of the Board; after 1995, he was elected as the
Director of the Company.
Wu Shengbo: Male, American nationality, born in May 1966, bachelor degree of Thermal Engineering
Department of Tsinghua University, master degree of Mechanical Engineering of University of Nebraska-Lincoln
and master degree of Information Management System of American Keller Graduate School. From Aug. 1993 to
Dec. 2008, he worked in GE and successively acted as General Manager in China of Optimization & Control
Department of Energy Group and concurrently the President & CEO of Xinhua Control Engineering Co., Ltd.,
Operating General Manager of Control Solution Department in Asia-Pacific Area, etc.; from Jan. 2009 to Apr.
2012, he worked in Honeywell and acted as the General Manager of Process Control Department in China; since
Apr. 2012, he has been worked in OSRAM Holding Company Limited, acted as the President in Asia-Pacific Area;
since Apr. 2012, he was elected as the Director of the Company.
Werner Jrgen Dietrich Hoffmann: Male, German nationality, born in Jun. 1969, bachelor degree. He joined
Osram Asia Pacific Co., Ltd. from Jul. 2006 and had acted as E&C CFO of Commerce Department in Asia Pacific
Region and CFO MBA of Guangzhou Sino-German Electronic Co., Ltd.; acted as CFO of Sales Department, CFO
in Asia Pacific Region, and LUM & LS CFO of Commerce Department in Asia Pacific Region from Apr. 2008;
acted as CFO of Commerce Department in Asia Pacific Region from Apr. 2009; acted as CFO in Asia Pacific
Region from Oct. 2012 up to present. In May 2013, he was selected as the Director of 7th Board of Directors.
Ye Zaiyou: Male, born in Nanhai, Guangdong province in 1956,, junior middle school in educational background,
director of the Company from the 1st to 7th Board of Directors. He is currently the Chairman of the Board of
Nanhai Wuzhuang Global Ceramic Factory, also sponsor shareholder of the Company.
Yang Jianhu: Male, born in Shanghai in 1977, bachelor degree of inorganic nonmetallic materials in Shandong
Light Industry College, master’s degree of mineral crystal materials science of China University of Geosciences,
doctor’s degree of optoelectronic materials science of SIOM of CAS. From Jul. 2004 to Apr. 2009, he acted as
Senior Project Manager in General Electric (China) Co., Ltd; from May 2009 up to present, he acted as CTO of
Hangzhou Times Lighting & Electric Appliance Co., Ltd. In May, 2013, he was elected as the Director of the 7th
Board of Directors.
Liu Zhenping (Independent Director): Male, born in Shenyang, Liaoning Province in 1948, a postgraduate from
Chinese Academy of Social Sciences with a title of senior accountant. Young intellectual in the Langjia Unit,
Yuhong District, Shenyang from Sept. 1968 to Sept. 1971; Accountant, Chief Accountant and then Chief of the
Financial Affairs at Accountancy Office of Shenyang Bulb Factory from Sept. 1971 to Nov. 1983; Vice Chief
(General Accountant) in Shenyang Bulb Factory from Nov. 1983 to Sept. 1992; Factory Director and Party
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Committee Secretary of Shenyang Bulb Factory from Sept. 1992 to Jan. 1998; GM, Party Committee Secretary
and Chairman of the Board of Shenyang Northeast Lighting Co., Ltd. from Jan. 1998 to Jul. 2004; from Jul. 2004
till now, GM and Partner of Liaoning Huize Certified Public Accountants Co., Ltd.; Vice President of China
Association of Lighting Industry, Chief of Electric Light Source Specialized Committee since 1992; Deputy to
People’s Congress and a member of the Politics and Law Committee under the Standing Committee of the
People’s Congress in Tiexi District, Shenyang from 1992 to 2007. He was elected as the independent director of
the 6th Board of Directors in Jun. 2010.
Dou Linping (Independent Director): Male, born in Beijing in 1959, bachelor degree. Majoring in Metal
Materials and Heat Treatment at Beijing University of Technology from Sept. 1978 to Jul. 1982; worked in
Beijing Lamp Factory from Jul. 1982 to Mar. 1985 and Vice Section Chief in the Design Section early in 1984;
Chief of the Design Office in Beijing Lamps Research Institute from Mar. 1985 to Dec. 1992 and Vice Director of
the Institute since 1990; worked in China Association of Lighting Industry from Jan. 1993 to May 2012. He has
been the Vice Secretary General of China Illuminating Engineering Society since Jun. 2012. And he was elected
as the independent director of the 6th Board of Directors in Jun. 2010.
Xue Yizhong (Independent Director): Male, born in Jul. 1968, from Xuzhou Anhui, master degree and owning
Lawyer Qualification Certificate, Economist Qualification Certificate and Political Worker Qualification
Certificate. From the year of 1993 to 2001, he successively worked as Vice Section Chief, Section Chief, Vice
Division Chief and Division Chief of International Business Division, Legal Affairs Division and Credit
Management Division (including Assets Risks Management Section, Property Credit Section, Foreign Currency
Credit Section, Project Credit Section and Industrial & Commercial Section and other functional departments);
from the year of 2001 till now, he worked in Grandall Law Firm and acted as the Senior Partner, Principal of
Financial Professional Committee and Management Partner of Shenzhen Office. From Aug. 2012, he was selected
as the Independent Director of the Company.
(2) Work experience of supervisors
Zhang Yong: Male, born in Hunan Changsha in Jun. 1974, college degree, mechanical engineer. From Jul. 1997,
he joined in the Foshan Electrical and Lighting Co., Ltd. and successively acted as Deputy Director and Director
of Lamp Filament Appliance Workshop from Oct. 1999 to Jun. 2008; acted as Factory Director of Gaoming
Fluorescent Lamp Factory and Factory Director of Gaoming Branch Factory from Jul. 2008 to Dec. 2008;
respectively acted as Department Director of Product Department, OEM Department, Mechanical Dynamics
Department and Infrastructure Department from Jan. 2009 to Dec. 2012; acted as General Manager Assistant from
Mar. 2013 up to present. In Sep. 2013, he was selected as the Chairman of the Board of Supervisors of the
Company.
Ye Zhenghong: Male, born in Jun. 1973, college degree, is Supervisor of the Company. He joined the Company
from Jul. 1995; worked in the Machine Repair Shop from Jul. 1997 to Jan. 2001; acted as Equipment
Management Director in T8 Fluorescent Lamp Factory from Feb. 2001 to Jan. 2005; acted as Director of Machine
Repair Workshop from May 2005 to Jan. 2007; acted as Chief Officer of Machinery Dynamic Department from
May 2006 to Dec. 2007; and acted as factory director of T8 Fluorescent Lamp Factory from Jan. 2008 up to
present.
Zhang Xuequan: Male, born in Dec. 1977, college degree. He joined the Company from Oct. 1996, and acted as
Workshop Manager of Lamp Workshop from Apr. 2003 to May 2008; acted as the Department Director of the
Business Management Department of the Company from Jun. 2008 till now. He acted as the Supervisor of the
Company from May 2013.
Zhuang Rujia: Male, born in Oct. 1975, in Chaoyang, Guangdong Province, graduated from technical secondary
63
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
school. He consecutively acted as director of Prosperity Lamps & Components Limited for more than twenty
years, and was director of Zhejiang Prosperity Lighting Electrical Co., Ltd. and Prosperity (Hangzhou) Lighting
Electrical Co., Ltd.; he has experience of several years in operating & running and marketing strategy of lighting
industry. He acted as the Supervisor of the Company from Jun. 2010.
Zhang Yingqi: male, comes from Shanghai, born in Feb. 1951, a postgraduate. From May 2001 to Aug. 2010, he
worked as the General Manager in Guangzhou Pearl River Asset Management Co., Ltd. and held the post of
Chairman of the Board of Directors from Aug. 2010 to Jul. 2012; acted as the Supervisor of the Company from
May 2011.
(3) Work experience of senior management staffs
Lin Yihui: Male, born in Jiexi, Guangdong Province in 1954, graduated as postgraduate of Economic Class, and
now is acting as Party Secretary of the Company. He was in active service in force from Dec. 1970 to 1986 and
acted as posts of command, battalion and group; works in Foshan International Trust and Investment Company
from 1986 to Sep. 2000 and acted as Section Chief and Vice GM and was in charge of the securities business of
the Company as well as host the works such as the underwritten offering and listing recommendation of the shares
of various companies over years; acted as Party Secretary of the Company from May till now. He was acted as the
Board Secretary in May, 2013.
Xie Qing: Male, born in Xinyi, Jiangsu Province in Apr. electric-light-source engineer. He graduated from
Nanjing Radio Industrial School in Jul. 1994, and worked in the General Bulbs Workshop of the Company upon
his graduation, and successively became the Chief of the production line after three months, technician of the
General Bulbs Workshop in Mar. 1996, Chief of Middle-grade Lamp Workshop in May 1997, Chief of Sing-end
Lamps Workshop from 1998 to 2010, and Deputy General Manager of the Company since Jun. 2010.
Wei Bin: male, born in Chenzhou City, Hunan Province in May 1969 and bachelor’s degree and was an engineer.
He joined in the Company in 1991, and responsible for the product development of the graduate school of the
Company from Mar. 1992 to Dec. 1996, acted as Workshop Manager of Energy Saving Lamp Workshop from Jan.
1997 to Dec. 2005, acted as Workshop Manager of HID Workshop from Jan. to Dec. 2005, acted as Workshop
Manager of T5 Workshop from 2006 to Nov. 2008, acted as the Department Director of the Technology
Department from Nov. 2008 to 2009 and acted as Vice GM of the Company from Sep. 2009.
Yin Jianchun: Male, born in Apr. 1975 in Shanghai, graduate degree. He acted as Cost Accountant in Dongfeng
Morse (Shanghai) from Jul. 1995 to Oct. 2000; acted as GL Accountant in Henkel Loctite China Co., Ltd. from
Dec. 2000 to Dec. 2001; acted as Financial Executive of Metso Automation (Shanghai) Company Operations
Center from Apr. 2002 to Aug. 2004; successively acted as Finance Manager of China manufacturing of Lighting
Division, Manager of China Business Planning Analysis of Industrial and Consumer Products Division, CFO of
Digital Energy Division of Asia Pacific Region, CFO of Energy Electronics Division of Asia Pacific Region and
Director of Global Business Planning Analysis of Energy Electronics Division. He acted as CFO of the Company
from May 2013.
Jiao Zhigang: Male, born in Shenqiu, Henan Province in May 1972, bachelor degree holder. He graduated from
South China University of Technology in Jul. 1994, and at the same year he entered Foshan Electrical and
Lighting Co., Ltd. He acted as Warehouse Director of the Company from Aug. 1995 to Sep. 2013, acted as
Department Director of Human Resources Department from May 2010 to Sep. 2013; selected as Employee
Supervisor from Mar. 2007 to Sep. 2013, and as Chairman of the Supervisory of the Company from May 2010 to
Sep. 2013. He acted as Vice GM of the Company in Sep. 2013.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Post-holding in shareholders’ units
√Applicable □Inapplicable
Name of the
person holding Position in Receives payment
Beginning date Ending date of
Name of shareholder’s unit shareholder’s from shareholder’s
any post in of office term office term
unit unit?
shareholder’s unit
Prosperity Lamps & Components
Zhuang Rujia Director 28 Apr. 1989 Yes
Limited
Explanation of the
post-holding in
Naught
sharesholders’
units
Post-holding in other units
√Applicable □Inapplicable
Name of the person
Position in Beginning date Ending date of Receives payment
holding any post in Name of other unit
other unit of office term office term from other unit?
other units
Wu Shengbo OSRAM Asia-Pacific Co., Ltd. President 1 Apr. 2012 Yes
Werner Jrgen
OSRAM Asia-Pacific Co., Ltd. CFO 3 Oct. 2012 Yes
Dietrich Hoffmann
Liaoning Huize Certified Public General
Liu Zhenping 18 Jul. 2004 Yes
Accountants Co., Ltd. Manager
China Illuminating Engineering Secretary
Dou Linping 5 Jun. 2012 Yes
Society General
Senior
Xue Yizhong Grandall Law Firm 17 May 2001 Yes
Partner
Foshan Nanhai Wuzhuang Global Chairman of
Ye Zaiyou 10 Aug. 1993 Yes
Ceramic Factory the Board
Explanation of
post-holding in Naught
other units
III. Remuneration for directors, supervisors and senior management staffs
Decision-making procedure, determining basis and actual payment for the remuneration of directors, supervisors and senior
management staffs
The Remuneration & Appraisal Committee under the Board of Directors decides the
Decision-making procedure for the
remuneration of directors, supervisors and senior management in accordance with the
remuneration of directors, supervisors and
Plan for Implementing the Equity Incentive Mechanism for Middle-and Top-Rank
senior management
Management Personnel reviewed and approved on the 2001 Annual Shareholders’
65
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
General Meeting, and the particulars on completing current main financial indexes &
operating goals, as well as the fulfillment of job responsibilities by them.
The remuneration of directors (excluding independent directors), supervisors and senior
management who withdraw remuneration in the Company are all decided in accordance
Basis for determining the remuneration of
with the Company’s Plan for Implementing the Equity Incentive Mechanism for
directors, supervisors and senior
Middle-and Top-Rank Management Personnel and relevant appraisal indexes.
management
The allowance of independent directors should be granted according to the standard
reviewed and approved by 2010 Annual Shareholders’ General Meeting.
Actual payment of the remuneration of The total remuneration (before tax) actually paid for the directors, supervisors and
directors, supervisors and senior senior management staffs in 2013 were of RMB 8.7053 million.
management
Remuneration for directors, supervisors and senior management staffs of the Company during the reporting period
Unit: RMB Ten Thousand Yuan
Total
Total Actual
remuneration
remuneration remuneration
Name Office title Sex Age Tenure status gained from
gained from the gained at the
shareholder’s
Company period-end
unit
Chairman of
Pan Jie Male 42 Current 127.5 0 127.5
the Board
Vice chairman
of the Board
and
Liu Xingming Male 51 Current 128.75 0 128.75
concurrently
General
Manager
Wu Shengbo Director Male 47 Current
Werner Jrgen
Dietrich Director Male 44 Current
Hoffmann
Yang Jianhu Director Male 36 Current
Ye Zaiyou Director Male 57 Current
Independent
Liu Zhenping Male 65 Current 10 10
Director
Independent
Dou Linping Male 54 Current 10 10
Director
Independent
Xue Yizhong Male 45 Current 10 10
Director
Zhang Yong Chairman of Male 39 Current 41 41
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
the Supervisory
Ye Zhenghong Supervisor Male 40 Current 31.05 31.05
Zhang
Supervisor Male 36 Current 20.4 20.4
Xuequan
Zhuang Rujia Supervisor Male 56 Current HKD62 HKD62
Zhang Yingqi Supervisor Male 62 Current
Board
Lin Yihui Male 59 Current 70.42 70.42
Secretary
Xie Qing Vice GM Male 39 Current 71.5 71.5
Wei Bin Vice GM Male 44 Current 70.42 70.42
Jiao Zhigang Vice GM Male 41 Current 70.42 70.42
Yin Jianchun CFO Male 38 Current 81 81
Chairman Of
Zhong Xincai Male 70 Former 73 73
the Board
Michel
Jean-paul Director Male 50 Former
Henri
Yang Xudong Supervisor Male 48 Former 4.05 4.05
Wang Financial
Male 51 Former 29.35 29.35
Shuqiong Manager
Zhou Board
Male 52 Former 21.67 21.67
Xiangfeng Secretary
Total -- -- -- -- 870.53 HKD62 932.53
Notes: 2013 annual remuneration of Pan Jie and Yin Jianchun should count from their service term in Jun. 2013.
Particulars about the equity incentives granted for the directors, supervisors and senior management staffs of the Company
□ Applicable √ Inapplicable
IV. Particulars about changes of Directors, Supervisors and Senior Executives of the
Company
Name Position Type Date Reason
The term of office of the Board of Directors changed and
Chairman of the
Pan Jie Elected 28 May 2013 be elected as the Chairman of the 7th Board of Directors
Board
of the Company.
Vice chairman of
The term of office of the Board of Directors changed and
the Board and
Liu Xingming Elected 28 May 2013 be elected as the Vice chairman of the and concurrently
concurrently
General Manager.
General Manager
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
The term of office of the Board of Directors changed and
Wu Shengbo Director Elected 28 May 2013
be elected as the Director of the 7th Board of Directors
Werner Jrgen
The term of office of the Board of Directors changed and
Dietrich Director Elected 28 May 2013
be elected as the Director of the 7th Board of Directors
Hoffmann
The term of office of the Board of Directors changed and
Yang Jianhu Director Elected 28 May 2013
be elected as the Director of the 7th Board of Directors
The term of office of the Board of Directors changed and
Ye Zaiyou Director Elected 28 May 2013
be elected as the Director of the 7th Board of Directors
The term of office of the Board of Directors changed and
Independent
Liu Zhenping Elected 28 May 2013 be elected as the Independent Director of the 7th Board of
Director
Directors
The term of office of the Board of Directors changed and
Independent
Dou Linping Elected 28 May 2013 be elected as the Independent Director of the 7th Board of
Director
Directors
The term of office of the Board of Directors changed and
Independent
Xue Yizhong Elected 28 May 2013 be elected as the Independent Director of the 7th Board of
Director
Directors
The original Chairman of the Supervisory resigned and be
Chairman of the
Zhang Yong Elected 17 Sep. 2013 elected as the Chairman of the Supervisory of the 7th
Supervisory
Board of Supervisors
The term of office of the Board of Supervisors changed
Ye Zhenghong Supervisor Elected 21 May 2013 and be elected as the Supervisor of the 7th Board of
Supervisors
The term of office of the Board of Supervisors changed
Zhang Xuequan Supervisor Elected 21 May 2013 and be elected as the Supervisor of the 7th Board of
Supervisors
The term of office of the Board of Supervisors changed
Zhuang Rujia Supervisor Elected 28 May 2013 and be elected as the Supervisor of the 7th Board of
Supervisors
The term of office of the Board of Supervisors changed
Zhang Yingqi Supervisor Elected 28 May 2013 and be elected as the Supervisor of the 7th Board of
Supervisors
The term of office of the Board of Directors changed and
Lin Yihui Board Secretary Engaged 28 May 2013
be engaged as the Board Secretary of the Company
The term of office of the Board of Directors changed and
Xie Qing Vice GM Engaged 28 May 2013
be engaged as the Vice GM of the Company
The term of office of the Board of Directors changed and
Wei Bin Vice GM Engaged 28 May 2013
be engaged as the Vice GM of the Company
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Reviewed and approved by the Board of Directors and be
Jiao Zhigang Vice GM Engaged 17 Sep. 2013
engaged Vice GM of the Company
The term of office of the Board of Directors changed and
Yin Jianchun CFO Engaged 28 May 2013
be engaged as CFO of the Company
Left as the
Chairman Of the
Zhong Xincai service term 28 May 2013 Left as the service term of the Board of Directors expired
Board
expired
Left as the
Michel Jean-paul
Director service term 28 May 2013 Left as the service term of the Board of Directors expired
Henri
expired
Left as the
Left as the service term of the Board of Supervisors
Yang Xudong Supervisor service term 28 May 2013
expired
expired
Left as the
Wang Shuqiong Financial Manager service term 28 May 2013 Left as the service term expired
expired
Left as the
Zhou Xiangfeng Board Secretary service term 28 May 2013 Left as the service term expired
expired
V. Particulars about changes in core technical team or key technicians during the reporting
period (not directors, supervisors or senior management staffs)
There were no changes in the core technical team or key technicians during the reporting period.
VI. About employees
1. As to 31 Dec. 2013, the Company (branch companies and subsidiaries included) has 8875 employees in active
service, and the professional structure and educational background are as follows:
Proportion in total amount of
Professional structure of employees Amount
employees (%)
Production staff 7991 90.04 %
Technical staff 469 5.28%
Sales staff 329 3.71%
Administration staff 44 0.50%
Financial staff 42 0.47%
Total 8875 100%
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Post Structure
Educational backbroud Amount Proportion in total amount of
employees
Above college level 987 11.12%
Technical secondary school and 1985 22.37%
senior high school
Below senior high school 5903 66.51%
Total 8875 100%
Staffs’ Education Background Structure Chart
2. The Company has signed the labor contracts with all its staffs and handled the social insurance for the staffs, as
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
well as established the public reserve funds system. There were no particulars in violation of laws and regulations
when executing the national employment system, labor protection system, social security system and medical
security system. And the Company need not undertake the expenses of resigned and retired staffs.
3. Employee’s remuneration policy
The employee’s remuneration of the Company was paid monthly in accordance with relevant remuneration
management system of the Company, and distributed the performance salary at the year-end according to its
business performance and appraisal result.
4. Employees’ training plan
According to the development needs, the Company set up Foshan Lighting University under the support of
relevant Education Department. According to the needs of the development strategies and functional departments,
the Company established the internal team of lecturer and made key training on the staffs of the marketing, R&D
and production departments by way of combination of internal & external training for making the skilled staffs to
teach business and technical knowledge regularly to the new staffs, so as to cultivate excellent talents team and
enhance its competiveness.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section VIII. Corporate Governance
I. Basic information of corporate governance
During the reporting period, in strict accordance with relevant requirements of Company Law, Securities Law,
Code of Corporate Governance of Listed Companies and Rules of Stock Listing of Shenzhen Stock Exchange as
well as other relevant laws, rules and regulations, the Company continuously perfected the corporate governance
structure and set up an effective corporate governance system. At present, the Company has set up governance
structure of responsible Shareholders’ General Meeting, the Board of Directors, the Supervisory Committee and
managers, who performed right of decision-making, execution and supervision respectively according to their
duties; besides, the Company set up special committees of the Board of Directors and system for independent
directors. The Company strengthened information disclosure of principal shareholders and persons
acting-in-concert, forbidden shareholders of the Company to misapply their rights. The Company separated from
the principal shareholder in personnel, assets, business, financial affairs and organizational, and was absolutely
impendent. The Company timely revised and perfected various systems in accordance with the latest issued laws
& rules and relevant regulations of CSRC and Shenzhen Stock Exchange. And the corporate governance is
basically in line with the requirements of relevant laws, regulations and regular documents.
The main systems (all published on www.cninfo.com.cn) established by the Company are as follows:
The latest session to review and approve
No. Name of system Disclosure date
the system
1 Articles of Association 2012 Annual General Meeting 2013.5.29
2 Rules of Procedure for Shareholders’ The First Special Shareholders’ General 2012.8.22
General Meeting Meeting for 2012
3 Rules of Procedure for Board of Directors 2012 Annual General Meeting 2013.5.29
4 Rules of Procedure for Supervisory 2012 Annual General Meeting 2013.5.29
Committee
5、 Work System for Independent Directors 2012 Annual General Meeting 2013.5.29
6 Rules for execution of Audit Committee The 29th Session of the 6th Board of 2013.4.26
Directors
7 Rules of Nomination Committee The 29th Session of the 6th Board of 2013.4.26
Directors
8 Rules of Strategy Committee The 29th Session of the 6th Board of 2013.4.26
Directors
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
9 Rules of Remuneration and Appraisal co The 29th Session of the 6th Board of 2013.4.26
mmittee Directors
10 Working Rules of GM The 29th Session of the 6th Board of 2013.4.26
Directors
11 The 3rd Session of the 5th Board of 2007.8.28
Administrative Measures on Information
Directors
Disclosure
12 The 3rd Session of the 5th Board of 2007.8.28
Management System on Related-party
Directors
Transactions
13 The 3rd Session of the 5th Board of 2007.8.28
Management System on Securities
Directors
Investment
rd
14 Management System on the Shares Held by The 23 Session of the 5th Board of 2010.4.29
Directors
Directors, Supervisors and Senior
Management Staffs & Their Variation
rd
15 The 23 Session of the 5th Board of 2010.4.29
Internal Control System
Directors
rd th
16 Accountability System on Material Errors The 3 Session of the 5 Board of 2010.7.15
Directors
in Information Disclosure of Annual Report
17 The 3rd Session of the 5th Board of 2010.7.15
Management System on Reporting of
Directors
External Information
18 The 16th Session of the 5th Board of 2012.4.25
Management System on Registration of
Directors
Information Insiders
19 The 17th Session of the 5th Board of 2012.6.13
Work System for Secretary to the Board
Directors
20 The 18th Session of the 5th Board of 2012.6.29
Management System on Profits
Directors
Distribution
st th
21 Plan on Return for Shareholders in the The 21 Session of the 6 Board of 2012.6.29
Directors
Future Three Years (from the Year of 2012
to 2014)
22 The 21st Session of the 6th Board of 2012.8.2
Internal Audit System
Directors
23 The 21st Session of the 6th Board of 2012.8.2
Financial Management System
Directors
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
24 The 21st Session of the 6th Board of 2012.8.2
Method on Risks Assessment
Directors
25 The 21st Session of the 6th Board of 2012.8.2
System on Anti-fraud and Reporting
Directors
26 The 27th Session of the 6th Board of 2012.12.12
Management System on Assets Impairment
Directors
Provision
Whether there was difference between the corporate governance and the Company Law and relevant rules of CSRC
□Yes √ No
There was no difference between the corporate governance and the Company Law and relevant rules of CSRC
Progress of corporate governance activities, promulgation and implementation of Registration System for Information Insiders
The Company actively responded to the special inspection work of CSRC and CSRC Guangdong Bureau on
corporate governance and attended the work sessions on the corporate governance of listed companies, and it
promulgated and perfected various systems in accordance with requirements of CSRC and CSRC Guangdong
Bureau, so as to further improve its corporate governance structure and increase its governance level. At present,
the Company has promulgated the Management System for Information Insiders and the Management System on
Reporting of External Information, and during the period of preparing the periodical reports and occurring
significant events, requiring the relevant personnel truthfully and completely record the name list of the
information insiders involved in the links of reporting, transfer, preparation, examination, disclosure of inside
information before disclosure, time of knowing the inside information and the content, etc., and report the File of
Information Insiders according to the requirements of regulatory authorities. Through the above works, the
Company further standardized the management on record of information insiders, strengthened the confidential
work for inside information, effectively prevented the illegal behaviors of using inside information for trading,
and performed the fair principle in information disclosure, so as to protect the interest of the investors.
II. Particulars about annual shareholders’ general meeting and special shareholders’ general
meeting held during the reporting period
1. Particulars about annual shareholders’ general meeting held during the reporting period
Session Convening date Name of proposal Resolution Disclosure date Disclosure index
1. 2012 Annual Work Report of Name of
2012 Annual All the proposals
the Board; 2. 2012Annual Work announcement:
Shareholders’ 28 May 2013 are approved at 29 May 2013
Report of the Supervisory Announcement on
General Meeting the session
Board; 3. Proposal on 2012 Resolutions Made
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Annual Report and Its Abstract; at the 2012 Annual
4. Proposal on 2012 Annual Shareholders’
Financial Statement Report; 5. General Meeting;
Proposal on 2012 Annual Profit Announcement
Distribution Pre-plan; 6. No.: 2013-016;
Proposal on Electing the disclosure website:
th
Members of the 7 Board of www.cninfo.com.c
Directors as the Service Term of n.
the Board of Directors expired;
7. Proposal on Electing the
Shareholders Representatives of
the 7th Board of Supervisors as
the Service Term of the Board
of Supervisors expired; 8.
Proposal on the 2013 Annual
Routine Related-party
Transactions; 9. Proposal on the
Continuous Engaging of the
CPAs; 10. Proposal on Revising
the Articles of Association; 11.
Proposal on Revising the Rules
of the Board of Directors; 12.
Proposal on Revising the Rules
of the Board of Supervisors; 13.
Proposal on Revising the Rules
of the Working System of the
Independent Directors.
2. Particulars about special shareholders’ general meeting held during the reporting period
Session Convening date Name of proposal Resolution Disclosure date Disclosure index
Name of
announcement:
Announcement on
Resolutions Made
at the First Special
The First Special
Proposal on Offering the The proposal is Shareholders’
Shareholders’
8 Jan. 2013 Financial Aid to the Joint Stock approved at the 9 Jan. 2013 General Meeting
General Meeting
Companies session for 2013;
for 2013
Announcement
No.: 2013-001;
disclosure website:
www.cninfo.com.c
n.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
III. Performance of the Independent Directors
1. Particulars about the Independent Directors attending the board sessions and the shareholders’ general
meetings
Particulars about the Independent Directors attending the board sessions
Failing to present
Presence by
Name of independent Due presence Presence in Entrusted in person for two
telecommunicati Absence (times)
directors (times) person (times) presence (times) consecutive
on (times)
sessions or not
Liu Zhenping 8 3 5 0 0 No
Dou Linping 8 2 5 1 0 No
Xue Yizhong 8 3 5 0 0 No
Presence of independent directors in
2
shareholders’ general meeting (times)
2. Particulars about Independent Directors propose objection on relevant events
Did Independent Directors raise any disagreement about matters of the Company?
□Yes √ No
There was no Independent Directors propose objection on relevant events.
3. Other explanation on performance of independent directors
Whether the advices of independent directors for the Company were adopted or not?
√ Yes □ No
Explanation on the advices of independent directors for the Company being adopted
During the reporting period, in accordance with the requirements of Company Law, Code of Governance of Listed
Companies, Guidance on the Establishment of the Independent Directors System of the Listed Companies,
Articles of Association and relevant systems, the independent directors of the Company attended the board
sessions held during the reporting period, carefully reviewed the proposals proposed on the sessions, paid
attention to the operation of the Company, performed the duties sincerely and diligently, and issued independent
opinion on the related-party transactions, equity transfer, purchasing the equity of the controlled subsidiaries, etc.,
as well as proposed many precious advices on perfection of systems and decision of routine operation of the
Company, so as to play an active role in protecting the legal right of the Company and its shareholders.
IV. Performance of the Special Committees under the Board during the reporting period
(I) Work situation of the Audit Committee
According to the related provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, as
well as the Rules of Implementation for the Audit Committee of the Board, the Audit Committee diligently
performed the following work duties:
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
1. On 28 Jan. 2013, the Audit Committee convened a session and carefully reviewed the financial statements
submitted by the Company’s Financial Department, including the balance sheet as at 31 Dec. 2012, the profit
statement, the statement of changes in shareholders’ equity and the cash flow statement as of the fiscal year 2012,
as well as the notes to the said financial statements. Special attention has been paid to the authenticity and
completeness of the accounting data, as well as whether the financial statements are in strict compliance with the
38 specific rules, including the newly issued Accounting Standards for Business Enterprises, and the Company’s
regulations concerning financial affairs. And the Audit Committee believed that the Company’s financial
statements basically reflect the financial situation, operating results and cash flow of the Company during the
reporting period.
Since there is a period of time between this preliminary review of the financial statements and the formal issuance
of the auditor’s report and the financial statements, we hereby remind the Company’s Financial Department to pay
attention to dealing with the follow-up affairs after the date of Balance Sheet in strict compliance with the New
Accounting Standards for Business Enterprises, so as to ensure the factuality, fairness and completeness of the
financial statements.
2. On 12 Apr. 2013, the Audit Committee convened a session and reviewed the financial statements submitted by
the Company, on which the registered accountants had issued their preliminary audit opinions, including the
balance sheet as at 31 Dec. 2012, the profit statement, the statement of changes in shareholders’ equity and the
cash flow statement as of the fiscal year 2012, as well as the notes to the said financial statements.
After the communication with the registered accountants regarding their preliminary audit opinions, as well as our
further referring to the supplementary account books and records, the Audit Committee believed that the Company
had handled the events after the balance sheet date in strict compliance with the New Accounting Standards for
Business Enterprises; And the Company has prepared its financial statements in accordance with the New
Accounting Standards for Business Enterprises and the related financial system of the Company, which are a fair
presentation of the financial position of the Company as at 31 Dec. 2012, as well as the operating results and cash
flows for the year then ended. All members of the Audit Committee signed to approve the following proposals:
(1) 2012 annual financial and accounting report of the Company;
(2) Summary report by the Audit Committee on the 2012 annual audit performed by GP Certified Public
Accountants;
(3) GP Certified Public Accountants has been serving as the Company’s annual auditor for more than twenty years.
And it performed competently, diligently and responsibly during the 2012 annual auditing. Therefore, the Audit
Committee hereby proposes to renew the employment of GP Certified Public Accountants LLP as the annual
auditor for the year 2013.
3. The Audit Committee convened a session on 26 Aug. 2013 to approve with consensus of the following
proposals through voting by signature of the whole committee:
(1) Continued to engage Zhang Ping as the responsible person of the Ministry of Audit;
(2) Reviewed and approved the Summary of 2012 Annual Work of the Ministry of Audit;
(3) Reviewed and approved the Plan of 2013 Annual Work of the Ministry of Audit;
(4) Reviewed and approved the Plan of 2013 Annual Work of the Audit Committee;
(5) Reviewed and approved the Plan of the Continuously Improvement of the Enterprises Internal Control of the
Company.
(II) Work situation of the Remuneration and Appraisal Committee
During the reporting period, based on the completion status of the Company’s major financial targets and business
objectives in 2012, the work scopes and main responsibilities of the Company’s present directors, supervisors and
other senior management staffs, and the completion status of indexes concerning the performance assessment of
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
the Company’s directors, supervisors and other senior management staffs, the Committee conducted an
assessment in regard to the remuneration of the directors, supervisors and other senior management staffs and
believed that the remuneration range for the directors, supervisors and other senior management staffs were
decided and adopted in accordance with the relevant stipulations in the Management System on Decision of
Remuneration; The Company’s provision for the incentive funds was in line with the requirements of the Equity
Incentive Mechanism for Middle-and Top-Rank Management Staffs, and the Company’s incentives to its
middle-and top-rank management staffs and its operational and technical professionals was in accordance with
relevant laws and regulations, which would promote the close connection of interest among the management staffs,
the Company and its shareholders.
(III) Work situation of the Strategy Committee
On 26 Aug. 2013, the Strategy Committee held the conference to discuss the home and broad economic
development situation, lighting industry development situation and the operation development situation of the
Company, and made research and issued advices on the future development plan of the Company.
V. Performance of the Supervisory Committee
Whether the Supervisory Committee finds the Company existing risks or not in the supervisory activities during the reporting period?
□ Yes √ No
There was no objection to the supervisory events of the Board of Supervisors during the reporting period.
In 2013, the Company continued to perform its duties diligently in accordance with the stipulations of the
Company Law, Code of Governance of Listed Company and Articles of Association as well as other relevant rules,
and actively protected the interest of the Company, its shareholders and staffs.
(I) Work situation of the Supervisory Committee during the reporting period
The Supervisory Committee convened three sessions during the reporting period. And the Chairman of the
Supervisory Committee took part in the sessions held by the Board of Directors and the management team
meetings, participating in the discussion of the Company’s important decisions. Sessions held by the Supervisory
Committee are specified as follows:
1. On 24 Apr. 2013, the 8th Session of the 6th Supervisory Committee was held at the Conference Room on 5/F of
the Company building. 5 supervisors were supposed to attend the meeting and all of them were actually present.
The session was in accordance with the Company Law and the Articles of Association of the Company. Chairman
of the Supervisory Committee, presided over the session, with the resolutions approved as follows:
(1) The 2012 Annual Work Report of the Supervisory Committee;
(2) The 2012 Annual Report and its Summary, including both versions in the Chinese language and English
language;
(3) The 2012 Annual Financial Statement Report;
(4) The 2012 Annual Profit Distribution Pre-plan;
(5) Proposal on Revising the Rules of the Board of Supervisors;
(6) Proposal on Nominating and Electing the Candidates for the Shareholders Supervisors of the 7th Board of
Supervisors;
(7) The Proposal on Re-engagement of CPAs Firm;
(8) The Proposal on the 2012 Annual Self-appraisal Report on Internal Control;
(9) The First Quarterly Report in 2012 for the Company.
2. On 28 May. 2013, the 1st session of the 7th supervisory committee was held in the meeting room of the 5/F of
the Company’s office building. 5 supervisors were supposed to attend and 4 of them participated in the meeting.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Mr. Zhuang Rujia asked for a leave and entrusted Jiao Zhigang, the supervisor, to vote instead of him. The
meeting complied with Company Laws and Articles of Association and chairman of the supervisory committee,
presided over the meeting, which the members consensus to agree to the elect Mr. Jiao Zhigang as the Chairman
of the 7th Board of Supervisors of the Company.
3. On 27 Aug. 2012, the 2nd session of the 7th supervisory committee was held in the meeting room of the 5/F of
the Company’s office building. 5 supervisors were supposed to attend and all of them participated in the meeting.
The session was in accordance with the Company Law and the Articles of Association of the Company. Chairman
of the Supervisory Committee, presided over the session, with the resolutions approved as follows:
(1) 2013 semi-annual report and abstract (Chinese and English version)
(2) Proposal on Conducting No Profit distribution and No Transfer of Capital Reserve to Common Shares during
the First Half Year of 2013.
4. The Company convened the 3rd Session of the 7th Supervisory Committee by way of telecommunication on 17
Sep. 2013, the five supervisors, who should attend the session, all voted on the proposals proposed on the session
and consensus to agree to elect Mr. Zhang Yong as the new Chairman of the 7th Board of Supervisors of the
Company.
5. The Company convened the 4th Session of the 7th Supervisory Committee by way of telecommunication on 28
Oct. 2013, the five supervisors, who should attend the session; all voted on the proposals proposed on the session,
reviewed and approved the Third Quarter Report of the Company.
(II) Independent opinions from the Supervisory Committee on the following matters:
1. About the Company’s operation in accordance with the law. During the reporting period, the Company’s
supervisors have supervised on the procedures for convening the shareholders’ general meetings and Board
sessions, the resolutions and decision-making procedures, particulars on the execution of resolutions made at the
shareholders’ general meeting by the Board, particulars on the duty performance of the senior executives of the
Company and particulars on the execution of the management systems of the Company in accordance with
relevant laws and regulations, and sat in on the shareholders’ general meetings and Board sessions. The
Supervisory Committee is of the opinion that the Board and the senior executives of the Company were
scrupulous, diligent, responsible, honest and self-contained, and with compliant and legal decision-making
procedures, as well as scrupulously executed the resolutions made at the shareholders’ general meetings over the
past year; during the reporting period, the Board of Supervisors found out no any behavior that against the laws,
regulations and Articles of Association of the Directors, Senior Executives when executing the duty and at the
same time harmed the interests of the Company.
2. About the inspection on the Company’s financial status. During the reporting period, the Supervisory
Committee actively fulfilled the responsibility for inspecting financial status of the Company, examined foreign
investment of the Company and issued audit opinion on regular reports. The Supervisory Committee is of the
opinion that the audit report and the explanation on related matters provided by GP Certified Public Accountants
LLP is a factual reflection of the Company’s financial position and operating results.
3. About acquisition and sale of significant assets. During the reporting period, there existed no acquisition of
significant assets; the Company only purchased the equity of one controlled subsidiary and sold the 51% equity of
Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd. held by the Company. The Supervisory
Committee held the opinion that trading price of the above transactions was all based on assessment results and
very reasonable. The trading procedure was in conformity with laws, which brought no damage to the interests of
the Company.
4. About the related transactions. The Supervisory Committee held the opinion that in 2013, the routine related
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
transactions between the Company and the related enterprises were the needs for the normal operation business
and were proper business practices, with the prices were fair and reasonable, which did no harm to the interests of
the Company.
5. About construction of internal control. During the reporting period, according to Basic Standards for Internal
Control jointly issued by five ministries and commissions including Ministry of Finance and CSRC, and its
supporting guidelines and other relevant regulations, the Company comprehensively presented the business
process, further perfected the internal control system and strengthened the supervision and inspection of the
internal control. The Supervisory Committee holds the opinion that at present the Company has established
complete, normative and effective internal control system and strictly executed relevant work that reached the
objection of the internal control of the Company and met with the requirements of the relevant laws and
regulations as well as the Securities Regulation Institution.
VI. Particulars about independence of the Company from controlling shareholders in business,
personnel, assets, organizations and finance
There existed no controlling shareholder or actual controller in the Company and the Company is separate from
the first largest shareholder and the second largest shareholder in five aspects including business, personnel, assets,
organizations and finance. The Company has independent and complete business and ability of independent
management.
VII. Horizontal competition
Inapplicable
VIII. Assessment and incentive for senior executives
In the reporting period, the Remuneration and Appraisal Committee, according to “Establishing Stock Incentive
Institution for Senior and Middle-level Management” passed by 2001 Annual Shareholders’ General Meeting and
current operation results, distributed remuneration to Senior Executives.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section IX. Internal Control
I. Construction of Internal Control
In the reporting period, according to the relevant requirements such as the Basic Standards for Internal Control
and Supporting Guidelines of Internal Control jointly issued by five ministries and commissions including
Ministry of Finance and CSRC, the Company formulated a comprehensive internal control management system
combined with the actual situation, self characteristics and management requirements.
In order to ensure the smooth development of implementation of internal control normative system, the Company
founded leading group and project group of internal control. Chairman of the board of directors acts as head of
leading group and hold the responsibility for organizing, supervising, examining and ratifying implementation of
internal control in the Company and subsidiaries. Manager of financial department of the Company acts as head of
project group and hold the responsibility for routine work of internal control and putting the implementation
scheme of internal control into effect. Meanwhile, in order to keep normative system of internal control in
conformity with requirements of regulatory departments, the Company employed professional consultancy of
internal control as advisor of internal control implementation; the experts conducted training for leaders in the
Company and its subsidiaries and employers who are responsible for internal control, which further promoted the
overall and profound development of internal control. Up to the end of the reporting period, according to the
established internal control working plan and execution objection, the Company had comprehensively presented
the internal control progress so that the internal control system had executed strictly and effective. The overall
situation of the internal control was favorable and no significant defect was found.
II. Statement on the Responsibility for Internal Control from the Board of Directors
The Board of Directors and all its directors hereby ensure that this announcement contains no false information,
misleading statement or material omission, and shall be jointly and severally liable for the factuality, accuracy and
completeness of the information carried in this announcement.
Establishing, perfecting and effectively conducting internal control is the liability of the Board of Directors;
establishment and implementation of internal control conducted by the Board is under the supervision of the
supervisory committee; the management is responsible for organizing and guiding daily operation of internal
control.
The goals of the Company’s internal control: reasonably guarantee the legality and compliance of the Company’s
operating management, safety of assets, authenticity and completeness of financial report and relevant information;
improve efficiency and results of operation; promote the strategic development of the Company.
III. Bases of financial statements of internal control
In accordance with national accounting principles and relevant laws and regulations, the Company formulated
“Financial Administration System” on the basis of its own actual situation and standardized financial
administration and accounting calculation; clarified responsibility and rights of relevant departments and positions
in the process of formulating financial statements to ensure the factuality, completeness and accuracy of financial
statements. Up to the end of reporting period, no significant defect was found in internal control of financial
statements,
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
IV. Self-assessment report of internal control
Specific details about significant defects of internal control during the reporting period found in self-assessment report of internal
control
During the reporting period, no significant defect was found in internal control.
Disclosure date of whole article of
25 Apr. 2014
self-assessment report of internal control
Index for disclosure of whole article of Name of announcement: 2013 Annual Self-assessment Report of Internal Control;
self-assessment report of internal control website of disclosure: www.cninfo.com.cn.
V. Audit report of internal control
√ Applicable □ Inapplicable
Audit opinion paragraph in the Auditor’s Report for the Internal Control
GP Certified Public Accountants (LLP) considered that: Foshan Lighting maintained effective internal control of the financial
report in all significant aspects according to the Basic Standards for Internal Control and relevant regulations on 31 Dec. 2013.
Disclosure date of the Auditor’s Report on
25 Apr. 2014
Internal Control
Disclosure index of the Auditor’s Report on Name of announcement: Audit Report of Internal Control; website of disclosure:
Internal Control www.cninfo.com.cn.
Whether the CPAs firm issues an Auditor’s Report on Internal Control with non-standard opinion or not?
□ Yes √ No
Whether the Auditor’s Report on Internal Control from the CPAs firm is in consistent with the Self-appraisal Report from the Board
or not?
√ Yes □ No
VI. Establishment and implementation of institution of clarifying responsibility for major
mistakes in annual report
In order to improve the normative operation of the Company, with the approval of the 3rd session of the 6th board
of directors, the Company formulated “Institution of Clarifying Responsibility for Major Mistakes in Information
Disclosed of Annual Report”. Formulation of this institution clarified the responsibility and rights of persons in
charge of disclosing information of annual report, emphasized responsibility of persons in charge of disclosing
information of annual report and further enhanced quality and transparency of information disclosure of annual
report. In the reporting period, there existed no significant mistake in information disclosure of annual report.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section X. Financial Report
I. Audit report
Type of audit opinion Standard unqualified audit opinion
Date of signing the auditor’s report 23 Apr. 2014
Name of audit firm GP Certified Public Accountants
Document No. of the auditor’s report GHSS Zi [2014] No. G14000900019
Name of the CPA Hong Wenwei, Chen Danyan
Text of the Auditor’s Report
Audit Report
GHSS Zi [2014] No. G14000900019
All shareholders of Foshan Electrical and Lighting Co., Ltd.:
We have audited the accompanying financial statements of Foshan Electrical and Lighting Co., Ltd. (the
“Company”), which comprise the Company’s and consolidated balance sheets as at 31 Dec. 2013, the
Company’s and consolidated income statements, the Company’s and consolidated cash flow statements, the
Company’s and consolidated statements of changes in shareholders’ equity for the year then ended, and notes
to the financial statements.
I. The management’s responsibility for the financial statements
The management of the Company is responsible for the preparation of these financial statements in
accordance with the Accounting Standards for Business Enterprises. Such a responsibility includes: (1)
preparing financial statements according to the Accounting Standards for Business Enterprises and make
them a fair presentation; and (2) designing, implementing and maintaining internal control relevant to the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
II. Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We have
conducted our audit in accordance with the Audit Standards for Chinese Registered Accountants, which
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance as to whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risks assessments, the auditor considers the internal control related to the preparation of the financial
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
statements so as to design proper audit procedures. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate, which provides a basis for
us to express auditing opinion.
III. Audit opinion
In our opinion, the financial statements of the Company have been prepared according to the Accounting
Standards for Business Enterprises in all material aspects, which give a fair view of the Company’s financial
position as at 31 Dec. 2013 and the Company’s operating results and cash flows for the year then ended.
GP Certified Public Accountants CPA: Hong Wenwei
(LLP)
CPA: Chen Danyan
China Guangzhou
23 Apr. 2014
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
II. Financial statements
The unit in financial statements is RMB Yuan.
1. Consolidated balance sheet
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item Closing balance Opening balance
Current assets:
Monetary funds 897,675,824.22 985,450,890.74
Settlement fund reserve
Dismantle fund
Transaction financial asset 3,903,197.90 4,012,728.75
Notes receivable 154,142,432.66 175,907,019.08
Account receivable 390,216,735.62 334,006,892.19
Account paid in advance 24,054,319.34 12,383,426.98
Premium receivables
Receivables from reinsurers
Reinsurance contract reserve
receivables
Interest receivable 1,304,200.33 530,542.81
Dividend receivable
Other account receivable 24,145,083.88 56,196,390.54
Financial assets purchased under
agreements to resell
Inventories 516,804,156.44 434,541,386.19
Non-current assets due within 1 year
Other current assets 9,408,829.51 2,935,179.47
Total current assets 2,021,654,779.90 2,005,964,456.75
Non-current assets:
Loans and advance
Available for sale financial assets 62,634,402.88 71,817,642.40
Held to maturity investments
Long-term account receivable
Long-term equity investment 492,153,947.39 519,693,431.95
Investing property 0.00
Fixed asset 472,740,489.84 539,145,022.38
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Project in construction 75,044,472.56 95,684,569.86
Engineering material
Fixed asset disposal
Bearer biological asset
Oil assets
Intangible assets 173,234,598.73 150,424,391.76
Development expense
Goodwill
Long-term expense to be apportioned
Deferred income tax assets 28,924,666.74 23,003,056.72
Other non-current assets 47,394,194.81 42,541,730.00
Total of non-current assets 1,352,126,772.95 1,442,309,845.07
Total assets 3,373,781,552.85 3,448,274,301.82
Current liabilities:
Short-term borrowings 0.00
Borrowings from Central Bank
Deposits and due to banks and other
financial institutions
Borrowings from banks and other
financial institutions
Transactional financial liabilities
Notes payable
Accounts payable 270,968,881.44 246,652,513.45
Accounts received in advance 45,620,298.34 19,632,316.50
Financial assets sold under agreements
to repurchase
Handling charges and commissions
payable
Employee’s compensation payable 60,636,740.85 63,086,369.68
Taxes and fares payable 19,571,121.78 58,992,047.62
Interest payable
Dividend payable
Other accounts payable 35,613,570.14 37,085,568.58
Due to reinsurers
Insurance contract reserve
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Amount payable for acting trading
securities
Amount payable for acting underwriting
securities
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 432,410,612.55 425,448,815.83
Non-current liabilities:
Long-term borrowings 0.00
Debentures payable
Long-term payables
Specific-purpose account payables
Accrued liabilities
Deferred income tax liabilities 4,891,338.97 6,268,824.89
Other non-current liabilities 11,092,550.73 19,353,441.69
Total non-current liabilities 15,983,889.70 25,622,266.58
Total liabilities 448,394,502.25 451,071,082.41
Shareholders’ equity
Share capital 978,563,745.00 978,563,745.00
Capital surplus 617,594,107.21 625,595,757.07
Less: Treasury Stock
Special reserve
Surplus reserve 622,494,531.96 622,494,531.96
General risk provision
Retained earnings 671,929,537.57 723,452,942.14
Foreign exchange difference
Total owners' equity attributable to
2,890,581,921.74 2,950,106,976.17
holding company
Minority interests 34,805,128.86 47,096,243.24
Total owners’ equity 2,925,387,050.60 2,997,203,219.41
Total liabilities and owners’ equity 3,373,781,552.85 3,448,274,301.82
Legal Representative: Pan Jie Person-in-charge of the accounting work: Pan Jie
Accounting Manager: Yin Jianchun
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2. Balance sheet of the Company without subsidiaries
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item Closing balance Opening balance
Current assets:
Monetary funds 581,390,386.39 699,511,754.78
Transaction financial asset 3,903,197.90 4,012,728.75
Notes receivable 153,942,432.66 167,509,926.71
Account receivable 428,330,282.09 362,956,611.71
Account paid in advance 29,435,327.20 12,705,111.19
Interest receivable
Dividend receivable
Other account receivable 71,612,354.13 82,043,309.37
Inventories 472,321,376.79 389,680,405.66
Non-current assets due within 1 year
Other current assets 3,790,803.20 2,935,179.47
Total current assets 1,744,726,160.36 1,721,355,027.64
Non-current assets:
Available for sale financial assets 62,634,402.88 71,817,642.40
Held to maturity investments
Long-term account receivable
Long-term equity investment 909,743,887.15 880,176,969.18
Investing property
Fixed asset 370,702,024.40 443,001,716.36
Project in construction 74,051,205.53 66,216,618.10
Engineering material
Fixed asset disposal
Bearer biological asset
Oil assets
Intangible assets 129,859,177.45 130,800,094.82
Development expense
Goodwill
Long-term expense to be apportioned
Deferred income tax assets 26,102,706.56 20,724,220.91
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Other non-current assets 47,394,194.81 41,783,700.00
Total of non-current assets 1,620,487,598.78 1,654,520,961.77
Total assets 3,365,213,759.14 3,375,875,989.41
Current liabilities:
Short-term borrowings
Transactional financial liabilities
Notes payable
Accounts payable 321,372,591.12 265,603,565.11
Accounts received in advance 45,547,349.36 19,586,999.28
Employee’s compensation payable 60,356,477.70 63,084,499.68
Taxes and fares payable 13,335,938.26 58,950,265.18
Interest payable
Dividend payable
Other accounts payable 60,963,050.92 38,631,089.33
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 501,575,407.36 445,856,418.58
Non-current liabilities:
Long-term borrowings
Debentures payable
Long-term payables
Specific-purpose account payables
Accrued liabilities
Deferred income tax liabilities 4,891,338.97 6,268,824.89
Other non-current liabilities 10,162,550.77 10,218,441.73
Total non-current liabilities 15,053,889.74 16,487,266.62
Total liabilities 516,629,297.10 462,343,685.20
Shareholders’ equity
Share capital 978,563,745.00 978,563,745.00
Capital surplus 614,689,176.53 622,494,930.13
Less: Treasury Stock
Special reserve
Surplus reserve 622,494,531.96 622,494,531.96
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
General risk provision
Retained earnings 632,837,008.55 689,979,097.12
Foreign exchange difference
Total owners’ equity 2,848,584,462.04 2,913,532,304.21
Total liabilities and owners’ equity 3,365,213,759.14 3,375,875,989.41
Legal Representative: Pan Jie Person-in-charge of the accounting work: Pan Jie
Accounting Manager: Yin Jianchun
3. Consolidated profit statements
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item 2013 2012
I. Total operating revenue 2,526,679,810.53 2,201,910,731.89
Including: Operating income 2,526,679,810.53 2,201,910,731.89
Interest income
Premium income
Handling charges and commission
income
II. Total operating cost 2,274,276,457.59 1,926,164,570.86
Including: Operating cost 1,890,307,790.64 1,630,429,477.94
Interest expenses
Handling charges and commission
expenses
Cash surrender value
Net amount of claims
Net provision for insurance contract
reserve
Expenditure on policy dividends
Reinsurance premium
Taxes and associate charges 28,328,966.85 23,233,814.54
Sales and distribution expenses 133,779,078.70 109,867,531.15
Administrative expenses 199,917,005.49 167,102,936.83
Financial expenses -4,230,937.19 -10,988,942.10
Asset impairment loss 26,174,553.10 6,519,752.50
Add: Gain/(loss) from change in fair value -109,530.85 -84,637.47
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(“-” means loss)
Gain/(loss) from investment (“-” means
-6,870,117.46 207,689,597.70
loss)
Including: income form investment on
affiliated enterprises and jointly-run -12,820,601.90 -10,330,609.99
enterprises
Foreign exchange difference (“-” means
loss)
III. Business profit (“-” means loss) 245,423,704.63 483,351,121.26
Add: non-operation income 74,021,240.13 3,156,834.84
Less: non-business expense 20,295,815.37 14,444,931.60
Including: loss from non-current asset
11,040,784.18 9,936,458.71
disposal
IV. Total profit (“-” means loss) 299,149,129.39 472,063,024.50
Less: Income tax expense 46,864,161.54 71,833,165.24
V. Net profit (“-” means loss) 252,284,967.85 400,229,859.26
Including: net profit of the merged party
before the merger
Attributable to parent company 251,831,356.38 400,466,745.11
Minority interests 453,611.47 -236,885.85
VI. Earnings per share -- --
(I) basic earnings per share 0.26 0.41
(II) diluted earnings per share 0.26 0.41
Ⅶ. Other comprehensive income -7,805,753.60 3,402,507.98
Ⅷ. Total comprehensive income 244,479,214.25 403,632,367.24
Attributable to owners of parent company 244,025,602.78 403,869,253.09
Attributable to minority shareholders 453,611.47 -236,885.85
Legal Representative: Pan Jie Person-in-charge of the accounting work: Pan Jie
Accounting Manager: Yin Jianchun
4. Profit statement of the Company without subsidiaries
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item 2013 2012
I. Operating revenue 2,591,467,316.18 2,216,844,850.02
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Including: Operating cost 2,000,004,624.37 1,682,102,048.21
Taxes and added charges 23,564,384.08 19,629,425.59
Sales and distribution expenses 132,331,966.43 105,359,987.08
Administrative expenses 176,727,982.04 145,108,688.14
Financial expenses 2,200,383.53 -3,585,394.00
Asset impairment loss 23,470,722.45 6,930,522.03
Add: Gain/(loss) from change in fair
-109,530.85 -84,637.47
value (“-” means loss)
Gain/(loss) from investment (“-” means
-2,895,017.94 199,549,193.84
loss)
Including: income form investment on
affiliated enterprises and jointly-run -12,820,601.90 -10,330,609.99
enterprises
II. Business profit (“-” means loss) 230,162,704.49 460,764,129.34
Add: non-operation income 73,707,658.82 2,716,267.40
Less: non-business expense 18,646,442.42 4,902,423.79
Including: loss from non-current asset
9,458,698.27 1,903,917.31
disposal
III. Total profit (“-” means loss) 285,223,920.89 458,577,972.95
Less: Income tax expense 39,011,248.51 69,005,555.55
IV. Net profit (“-” means loss) 246,212,672.38 389,572,417.40
V. Earnings per share -- --
(I) basic earnings per share
(II) diluted earnings per share
VI. Other comprehensive income -7,805,753.60 3,402,507.98
VII. Total comprehensive income 238,406,918.78 392,974,925.38
Legal Representative: Pan Jie Person-in-charge of the accounting work: Pan Jie
Accounting Manager: Yin Jianchun
5. Consolidated cash flow statement
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item 2013 2012
I. Cash flows from operating activities:
Cash received from sale of 2,863,699,191.72 2,381,547,105.10
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
commodities and rendering of service
Net increase of deposits from
customers and dues from banks
Net increase of loans from the central
bank
Net increase of funds borrowed from
other financial institutions
Cash received from premium of
original insurance contracts
Net cash received from reinsurance
business
Net increase of savings of policy
holders and investment fund
Net increase of disposal of tradable
financial assets
Cash received from interest, handling
charges and commissions
Net increase of borrowings from
banks and other financial institutions
Net increase of buy-back funds
Tax refunds received 49,324,227.66 47,914,470.99
Other cash received relating to
16,859,582.99 25,721,746.18
operating activities
Subtotal of cash inflows from operating
2,929,883,002.37 2,455,183,322.27
activities
Cash paid for goods and services 1,884,044,751.93 1,362,553,158.60
Net increase of customer lending and
advance
Net increase of funds deposited in the
central bank and amount due from
banks
Cash for paying claims of the original
insurance contract
Cash for paying interest, handling
charges and commissions
Cash for paying policy dividends
Cash paid to and for employees 452,728,987.91 349,423,602.39
Various taxes paid 233,834,120.80 167,276,167.33
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Other payment of cash relating to
154,518,259.85 138,533,541.89
operating activities
Subtotal of cash outflows from
2,725,126,120.49 2,017,786,470.21
operating activities
Net cash flows from operating activities 204,756,881.88 437,396,852.06
II. Cash Flows from investment
activities:
Cash received from withdrawing
60,520,000.00
investments
Cash received from investment
3,347,062.10 26,729,133.84
income
Net cash received from disposal of
fixed assets, intangible assets and other 24,189,200.00 1,528,546.04
long-term assets
Net cash received from disposal of
subsidiary or other operating business 1,035,107.90 293,651,602.14
units
Other cash received relating to
41,710,000.00
investment activities
Subtotal of cash inflows from
130,801,370.00 321,909,282.02
investment activities
Cash paid to acquire fixed assets,
intangible assets and other long-term 68,192,170.50 51,920,198.54
assets
Cash paid for investment 43,320,000.00 83,999,916.00
Net increase of pledged loans
Net cash paid to acquire subsidiaries
and other operating units
Payment of cash relating to other
83,465,700.00
investment activities
Subtotal of cash outflows from
111,512,170.50 219,385,814.54
investment activities
Net cash flows from investment
19,289,199.50 102,523,467.48
activities
III. Cash Flows from Financing
Activities:
Cash received from absorbing
investment
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Including: Cash received by
subsidiaries from increase in minority
interests
Cash received from borrowings
Cash received from issuance of
bonds
Other cash received relating to
financing activities
Subtotal of cash inflows from financing
activities
Cash repayments of amounts
borrowed
Cash paid for interest expenses and
307,968,509.92 244,774,840.33
distribution of dividends or profit
Including: dividends or profit paid
4,613,748.97 133,904.08
by subsidiaries to minority shareholders
Other cash payments relating to
financing activities
Sub-total of cash outflows from
307,968,509.92 244,774,840.33
financing activities
Net cash flows from financing activities -307,968,509.92 -244,774,840.33
IV. Effect of foreign exchange rate
-3,852,637.98 -386,339.62
changes on cash and cash equivalents
V. Increase in cash and cash equivalents -87,775,066.52 294,759,139.59
Add : Balance of cash and cash
985,450,890.74 690,691,751.15
equivalents at year-begin
VI. Balance of cash and cash
897,675,824.22 985,450,890.74
equivalents at the end of the year
Legal Representative: Pan Jie Person-in-charge of the accounting work: Pan Jie
Accounting Manager: Yin Jianchun
6. Cash flow statement of the Company without subsidiaries
Prepared by Foshan Electrical and Lighting Co., Ltd.
Unit: RMB Yuan
Item 2013 2012
I. Cash flows from operating activities:
Cash received from sale of commodities 2,899,268,896.52 2,390,552,016.17
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
and rendering of service
Tax refunds received 49,324,227.66 47,914,470.99
Other cash received relating to operating
26,000,876.63 22,387,293.70
activities
Subtotal of cash inflows from operating
2,974,594,000.81 2,460,853,780.86
activities
Cash paid for goods and services 2,171,499,088.40 1,484,604,775.70
Cash paid to and for employees 280,927,345.18 291,808,054.96
Various taxes paid 181,812,293.01 135,663,851.80
Other payment of cash relating to
150,050,526.54 131,406,374.13
operating activities
Subtotal of cash outflows from operating
2,784,289,253.13 2,043,483,056.59
activities
Net cash flows from operating activities 190,304,747.68 417,370,724.27
II. Cash Flows from investment activities:
Cash received from withdrawing
60,520,000.00
investments
Cash received from investment income 14,112,476.36 27,130,846.06
Net cash received from disposal of fixed
assets, intangible assets and other long-term 34,186,710.03 1,399,354.41
assets
Net cash received from disposal of
18,638,527.49 315,073,197.79
subsidiary or other operating business units
Other cash received relating to
41,710,000.00
investment activities
Subtotal of cash inflows from
169,167,713.88 343,603,398.26
investment activities
Cash paid to acquire fixed assets,
65,066,431.02 28,397,908.80
intangible assets and other long-term assets
Cash paid for investment 105,320,000.00 117,199,916.00
Net cash paid to acquire subsidiaries and
other operating units
Payment of cash relating to other
83,465,700.00
investment activities
Subtotal of cash outflows from investment
170,386,431.02 229,063,524.80
activities
Net cash flows from investment activities -1,218,717.14 114,539,873.46
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
III. Cash Flows from Financing Activities:
Cash received from absorbing
investment
Cash received from borrowings
Cash received from issuance of bonds
Other cash received relating to financing
activities
Subtotal of cash inflows from financing
activities
Cash repayments of amounts borrowed
Cash paid for interest expenses and
303,354,760.95 244,640,936.25
distribution of dividends or profit
Other cash payments relating to
financing activities
Sub-total of cash outflows from financing
303,354,760.95 244,640,936.25
activities
Net cash flows from financing activities -303,354,760.95 -244,640,936.25
IV. Effect of foreign exchange rate changes
-3,852,637.98 -384,630.20
on cash and cash equivalents
V. Increase in cash and cash equivalents -118,121,368.39 286,885,031.28
Add : Balance of cash and cash
699,511,754.78 412,626,723.50
equivalents at year-begin
VI. Balance of cash and cash equivalents at
581,390,386.39 699,511,754.78
the end of the year
Legal Representative: Pan Jie Person-in-charge of the accounting work: Pan Jie
Accounting Manager: Yin Jianchun
7. Consolidated Statement of Changes in Owners’ Equity
Prepared by Foshan Electrical and Lighting Co., Ltd.
2013
Unit: RMB Yuan
2013
Equity attributable to owners of the Company without subsidiaries
Paid-up Total
Item Less: General Minority
capital Capital Specific Surplus Retaine owners’
treasury risk Others interests
(or reserve reserve reserve d profit equity
stock reserve
share
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
capital)
I. Balance at the end of the 978,563 625,595, 622,494 723,452, 47,096,24 2,997,203,
previous year ,745.00 757.07 ,531.96 942.14 3.24 219.41
Add: change of accounting
policy
Correction of errors in
previous periods
Other
II. Balance at the beginning of 978,563 625,595, 622,494 723,452, 47,096,24 2,997,203,
the year ,745.00 757.07 ,531.96 942.14 3.24 219.41
III. Increase/ decrease of
-8,001,6 -51,523, -12,291,1 -71,816,16
amount in the year (“-” means
49.86 404.57 14.38 8.81
decrease)
251,831, 453,611.4 252,284,96
(I) Net profit
356.38 7 7.85
(II)Other comprehensive -7,805,7 -7,805,753.
incomes 53.60 60
-7,805,7 251,831, 453,611.4 244,479,21
Subtotal of (I) and (II)
53.60 356.38 7 4.25
(III) Capital paid in and -195,89 -8,130,97 -8,326,873.
reduced by owners 6.26 6.88 14
1. Capital paid in by
owners
2. Amounts of share-based
payments recognized in
owners’ equity
-195,89 -8,130,97 -8,326,873.
3. Others
6.26 6.88 14
-303,35 -4,613,74 -307,968,5
(IV) Profit distribution
4,760.95 8.97 09.92
1. Appropriations to
surplus reserves
2. Appropriations to
general risk provisions
3. Appropriations to -303,35 -4,613,74 -307,968,5
owners (or shareholders) 4,760.95 8.97 09.92
4. Other
(V) Internal carry-forward of
owners’ equity
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
1. New increase of capital
from capital public reserves
2. New increase of capital
from surplus reserves
3. Surplus reserves for
making up losses
4. Other
(VI) Specific reserve
1. Withdrawn for the
period
2. Used in the period
(VII) Other
978,563 617,594, 622,494 671,929, 34,805,12 2,925,387,
IV. Closing balance
,745.00 107.21 ,531.96 537.57 8.86 050.60
2012
Unit: RMB Yuan
2012
Equity attributable to owners of the Company without subsidiaries
Paid-up
Total
Item capital Minority
Less: General
Capital Specific Surplus Retaine owners’
(or treasury risk Others interests
reserve reserve reserve d profit equity
share stock reserve
capital)
I. Balance at the end of the 978,563 622,193, 583,537 606,584, 47,467,03 2,838,345,
previous year ,745.00 249.09 ,290.22 375.02 3.17 692.50
Add: retroactive
adjustment because of merger
among enterprises under the
same control
Add: change of accounting
policy
Correction of errors in
previous periods
Other
II. Balance at the beginning of 978,563 622,193, 583,537 606,584, 47,467,03 2,838,345,
the year ,745.00 249.09 ,290.22 375.02 3.17 692.50
III. Increase/ decrease of
3,402,50 38,957, 116,868, -370,789. 158,857,52
amount in the year (“-” means
7.98 241.74 567.12 93 6.91
decrease)
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
400,466, -236,885. 400,229,85
(I) Net profit
745.11 85 9.26
(II) Other comprehensive 3,402,50 3,402,507.
incomes 7.98 98
3,402,50 400,466, -236,885. 403,632,36
Subtotal of (I) and (II)
7.98 745.11 85 7.24
(III) Capital paid in and
reduced by owners
1. Capital paid in by
owners
2. Amounts of share-based
payments recognized in
owners’ equity
3. Others
38,957, -283,59 -133,904. -244,774,8
(IV) Profit distribution
241.74 8,177.99 08 40.33
1. Appropriations to 38,957, -38,957,
0.00
surplus reserves 241.74 241.74
2. Appropriations to
general risk provisions
3. Appropriations to -244,64 -133,904. -244,774,8
owners (or shareholders) 0,936.25 08 40.33
4. Other
(V) Internal carry-forward of
owners’ equity
1. New increase of capital
from capital public reserves
2. New increase of capital
from surplus reserves
3. Surplus reserves for
making up losses
4. Other
(VI) Specific reserve
1. Withdrawn for the
period
2. Used in the period
(VII) Other
IV. Closing balance 978,563 625,595, 622,494 723,452, 47,096,24 2,997,203,
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
,745.00 757.07 ,531.96 942.14 3.24 219.41
Legal Representative: Pan Jie Person-in-charge of the accounting work: Pan Jie
Accounting Manager: Yin Jianchun
8. Statement of Changes in Owners’ Equity of the Company without Subsidiaries
Prepared by Foshan Electrical and Lighting Co., Ltd.
2013
Unit: RMB Yuan
2013
Paid-up
Less: General Total
Item capital (or Capital Specific Surplus Retained
treasury risk owners’
share reserve reserve reserve profit
stock reserve equity
capital)
I. Balance at the end of the 978,563,74 622,494,93 622,494,53 689,979,09 2,913,532,
previous year 5.00 0.13 1.96 7.12 304.21
Add: change of accounting
policy
Correction of errors in
previous periods
Other
II. Balance at the beginning of 978,563,74 622,494,93 622,494,53 689,979,09 2,913,532,
the year 5.00 0.13 1.96 7.12 304.21
III. Increase/ decrease of amount -7,805,753. -57,142,08 -64,947,84
in the year (“-” means decrease) 60 8.57 2.17
246,212,67 246,212,67
(I) Net profit
2.38 2.38
(II) Other comprehensive -7,805,753. -7,805,753.
incomes 60 60
Subtotal of (I) and (II)
(III) Capital paid in and
reduced by owners
1. Capital paid in by owners
2. Amounts of share-based
payments recognized in owners’
equity
3. Others
(IV) Profit distribution -303,354,7 -303,354,7
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
60.95 60.95
1. Appropriations to surplus
reserves
2. Appropriations to general
risk provisions
3. Appropriations to owners -303,354,7 -303,354,7
(or shareholders) 60.95 60.95
4. Other
(V) Internal carry-forward of
owners’ equity
1. New increase of capital
(or share capital) from capital
public reserves
2. New increase of capital
(or share capital) from surplus
reserves
3. Surplus reserves for
making up losses
4. Other
(VI) Specific reserve
1. Withdrawn for the period
2. Used in the period
(VII) Other
978,563,74 614,689,17 622,494,53 632,837,00 2,848,584,
IV. Closing balance
5.00 6.53 1.96 8.55 462.04
2012
Unit: RMB Yuan
2012
Paid-up
Less: General Total
Item capital (or Capital Specific Surplus Retained
treasury risk owners’
share reserve reserve reserve profit
stock reserve equity
capital)
I. Balance at the end of the 978,563,74 619,092,42 583,537,29 584,004,85 2,765,198,
previous year 5.00 2.15 0.22 7.71 315.08
Add: change of accounting
policy
Correction of errors in
previous periods
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Other
II. Balance at the beginning of 978,563,74 619,092,42 583,537,29 584,004,85 2,765,198,
the year 5.00 2.15 0.22 7.71 315.08
III. Increase/ decrease of amount 3,402,507. 38,957,241 105,974,23 148,333,98
in the year (“-” means decrease) 98 .74 9.41 9.13
389,572,41 389,572,41
(I) Net profit
7.40 7.40
(II) Other comprehensive 3,402,507. 3,402,507.
incomes 98 98
3,402,507. 389,572,41 392,974,92
Subtotal of (I) and (II)
98 7.40 5.38
(III) Capital paid in and
reduced by owners
1. Capital paid in by owners
2. Amounts of share-based
payments recognized in owners’
equity
3. Others
38,957,241 -283,598,1 -244,640,9
(IV) Profit distribution
.74 77.99 36.25
1. Appropriations to surplus 38,957,241 -38,957,24
0.00
reserves .74 1.74
2. Appropriations to general
risk provisions
3. Appropriations to owners -244,640,9 -244,640,9
(or shareholders) 36.25 36.25
4. Other
(V) Internal carry-forward of
owners’ equity
1. New increase of capital
(or share capital) from capital
public reserves
2. New increase of capital
(or share capital) from surplus
reserves
3. Surplus reserves for
making up losses
4. Other
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
(VI) Specific reserve
1. Withdrawn for the period
2. Used in the period
(VII) Other
978,563,74 622,494,93 622,494,53 689,979,09 2,913,532,
IV. Closing balance
5.00 0.13 1.96 7.12 304.21
Legal Representative: Pan Jie Person-in-charge of the accounting work: Pan Jie
Accounting Manager: Yin Jianchun
III. Company profile
Company History
Foshan Electrical & Lighting Co., Ltd. (hereinafter referred to as “the Company”), a joint-stock limited
company jointly founded by Foshan Electrical and Lighting Company, Nanhai Wuzhuang Color Glazed
Brick Field, and Foshan Poyang Printing Industrial Co. on Oct. 20, 1992 by raising funds under the approval
of YGS (1992) No. 63 Document issued by the Joint Examination Group for Experimental Enterprises in
Stock System of Guangdong Province and the Economic System Reform Commission of Guangdong
Province, is an enterprise with its shares held by both the corporate and the natural persons. As approved by
China Securities Regulatory Commission with Document (1993) No. 33, the Company publicly issued 19.3
million shares of social public shares (A shares) to the public in Oct., 1993, and was listed in Shenzhen Stock
Exchange for trade on Nov. 23, 1993. The Company was approved to issue 50,000,000 B shares on Jul. 23,
1995. And, as approved to change into a foreign-invested stock limited company on Aug. 26, 1996 by (1996)
WJMZEHZ No. 466 Document issued by the Ministry of Foreign Trade and Economic Cooperation of the
People’s Republic of China. On Dec. 11, 2000, as approved by China Securities Regulatory Commission
with ZJGS Zi [2000] No. 175 Document, the Company additionally issued 55,000,000 A shares. At approved
by the Shareholders’ General Meeting 2006, 2007 and 2008, the Company implemented the plan of
capitalization of capital reserve, after the transfer, the registered capital of the Company has increased to
RMB 978,563,745.00 Yuan. And the registration code for corporate business license is 440000400010049.
Legal representative: Mr. Pan Jie
Address: No. 64, Fenjiang North Road, Foshan, Guangdong Province
Business Scope of the Company
R&D and production of electro-optical source products, electro-optical source equipment and electro-optical
accessories,raw materials of electric light sources, lamps & fittings, electrical materials, motorcycle compon
ents, household appliances, electric switches, electrical outlets, fire control products, ventilation devices, LE
D products, lithium ion batteries and relevant materials; domestic and overseas sale of the aforesaid products
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
; relevant engineering consulting services. (Where a license is required, it must be obtained according to the
government’s rules before operation.)
Basic Organizational structure of the Company
Shareholders’ General Meeting is the highest authority organ of the Company, Board of Directors is an
executive organ to carry out the provisions formulated by the Shareholders’ General Meeting, Board of
supervisors is an internal supervision organ of the Company, and the General Manager is responsible for
routine operation and management. Up till the end of the reporting period, the Company owns eight actually
controlled subsidiaries, i.e. Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., Foshan Chansheng
Electronic Ballast Co., Ltd., Foshan Taimei Times Lamps and Lanterns Co., Nanjing Fozhao Lighting
Components Co., Ltd., FSL (Xinxiang) Lighting Co., Ltd., Foshan Electrical and Lighting Engineering Co.,
Ltd., Guangdong Fozhao Leasing Co., Ltd., and Foshan Lighting Lamps & Components Co., Ltd.
Approval and Issue of the Financial Report
The Financial Report was approved and authorized for issue by the Board of Directors on 23 Apr. 2014.
Statement of Compliance with Corporate Accounting Standards
The financial statements prepared by the Company is in compliance with the requirements of Accounting
Standard for Business Enterprises, which gives a true and fair view of the state of affairs of the Company as
for the financial status and operating results & cash flows.
IV. Basis for preparation of financial statements
With going-concern assumption as the basis, the Company prepares its financial statement in light of the
actual transactions and matters, as well as the accounting standard for business enterprise-basic standard
promulgated by the Ministry of Finance of PRC, other specific accounting standards, and the relevant
provisions of application guide and interpretation, as well as the following primary accounting policies and
accounting estimates.
V. Main accounting policies, accounting estimates and preparation methods of the
Company’s consolidated financial statements
Fiscal Year
A fiscal year starts on 1 January and ends on 31 Dec. according to the Gregorian calendar.
Recording Currency
Renminbi is the recording currency for the Company.
Accounting Basis and Principle
The accounting basis of the Company is the accrual system; generally by adopting of historical cost as the
accounting principle. And the Company adopts measurement replacement costs, net realizable values,
present values and fair values when the confirmed accounting elements accord with the requirements of the
accounting standard for business enterprise and can be reliably measured.
Accounting Method for Foreign Currency
Foreign currency shall be recognized by employing systematic and reasonable methods, and shall be
translated into the amount in the functional currency at the exchange rate which is approximate to the spot
exchange rate of the transaction date. On the balance sheet date, the foreign currency monetary items shall be
translated at the spot exchange rate. The balance of exchange arising from the difference between the spot
exchange rate on the balance sheet date and the spot exchange rate at the time of initial recognition or prior
tot the balance sheet date shall be recorded into the profits and losses at the current period except that the
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
balance of exchange arising from foreign currency borrowings for the purchase and construction or
production of qualified assets shall be capitalized. The foreign currency non-monetary items measured at the
historical cost shall still be translated at the spot exchange rate on the transaction date.
Recognition Standards for Cash and Cash Equivalents
The term “cash” refers to cash on hand and deposits that are available for payment at any time. The term
“cash equivalents” refers to short-term ( within 3 months from the purchase date) and highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of change in value.
Financial Instruments
Financial Assets Classification, Recognition and Measurement
—Financial assets shall be classified into the following four categories when they are initially recognized:
financial assets measured at fair value and of which variations are recorded in the profits and losses for the
current period, loans and the account receivables, financial assets available for sale and the investments
which will be held to their maturity. Financial assets, at their initial recognition, shall be measured at fair
value. As for financial assets measured at fair value and of which variations are recorded in the profits and
losses for the current period, the relevant trading expenses shall be directly recorded into the profits and
losses of the current period; for other categories of financial assets, the transaction expenses thereof shall be
included into the initially recognized amount.
— —Financial assets measured at fair value and of which variations are recorded in the profits and losses for
the current period refer to financial assets held by the Company for the purpose of selling in the near future,
including transactional financial assets, or financial assets designated by the management in the initial
recognition to be measured at fair value with variations recorded in the gains and losses for the current
period. Financial assets measured at fair value and of which variations are recorded in the profits and losses
for the current period are subsequently measured at their fair values. Interest or cash dividends arising from
such assets during the holing period are recognized as investment gains. Gains or losses arising from fair
value changes are recorded in the gains and losses for the current period at the end of the reporting period.
When such assets are disposed, the difference between their fair values and initially recognized amounts is
recognized as investment gains and the gains and losses arising from fair value changes are adjusted
accordingly.
— — Loan and accounts receivable: the non-derivative financial assets for which there is no quoted price in
the active market and of which the recoverable amount is fixed or determinable shall be classified as loan
and accounts receivable. The Company shall make subsequent measurement on its loan and accounts
receivable on the basis of the post-amortization costs by adopting the actual interest rate, from which gains
and losses, when loan and accounts receivable are terminated from recognizing, or are impaired or amortized,
shall be recorded into the profits and losses of the current period.
— — Available-for-sale Financial Assets: the non-derivative financial assets which are designated as
available-for-sale financial assets when they are initially recognized as well as the non-derivative financial
assets other than loans and accounts receivables, investments held until their maturity; and transaction
financial assets. The Company shall make subsequent measurement on available-for-sale financial assets at
fair value, and the profits and losses arising from the change in the fair value shall be directly recorded into
the owner’s equity, until the said financial assets shall be transferred out when they are terminated from
recognizing or are impaired, which shall be recorded into the profits and losses of current period. Where the
intention of holding or the ability to hold changes, or the fair value can not be reliably measured any more,
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
or the term of holding has exceeded "two complete accounting years", which makes it no longer suitable to
measure the available-for-sale financial assets at its fair value, the Company concerned may measure the said
financial assets on the basis of post-amortization cost. And such post-amortization cost at the
re-classification day shall be the carrying amount of the financial assets. The gains or losses that are related
to the said financial assets and that are directly included in the owner’s equity shall be dealt with according
to the following provisions: (1) Where such financial asset has a fixed date of maturity, it shall be amortized
within the remaining period of the said financial asset by adopting the actual interest rate method and be
recorded into the profits and losses of the current period. The gap between the post-amortization cost of the
financial asset and the amount on the maturity date shall also be amortized within the remaining period of
the said financial asset by adopting the actual interest rate method and be recorded into the profits and losses
of the current period. If, during the subsequent accounting period, the financial asset is impaired, the relevant
profits and losses that were included in the owner’s equity shall be transferred out and be recorded into the
current profits and losses. (2) Where such financial asset does not have a fixed date of maturity, it shall
remain in the owner’s equity. Where such financial asset is transferred out when it is impaired or determined
from recognizing during the remaining period of accounting that follows, and shall be recorded into the
profits and losses of the current period.
— — Held-to-maturity Investments: non-derivative financial asset with a fixed date of maturity, a fixed or
determinable recoverable amount and which the Company’s management holds for a definite purpose or the
Company’s management is able to hold until its maturity. The Company shall make subsequent measurement
on its Held-to-maturity Investments on the basis of the post-amortization costs by adopting the actual interest
rate, from which gains and losses, when loan and accounts receivable are terminated from recognizing, or are
impaired or amortized, shall be recorded into the profits and losses of the current period. Where part of the
held-to-maturity investment is sold or the re-classified amount thereof is considerably large, so that the
remainder of the said investment is no longer suitable to be classified as a held-to-maturity investment, the
Company shall re-classify the remainder of the said investment as an available-for-sale financial asset, and
shall make subsequent measurement on it according to its fair value on the re-classification day, and no
longer re-classify the said financial asset as held-to-maturity investment in the current fiscal year and the
subsequent two complete accounting years. The gap between the carrying amount of the said remnant part of
the investment at the re-classification day and the fair value shall be computed into the owner’s equity. And
when the said available-for-sale financial asset is impaired or transferred out when it is terminated from
recognition, it shall be recorded into the profits and losses of the current period.
Classification, Recognition and Measurement of Financial Liabilities
— — Financial liabilities shall be classified into the following two categories when they are initially
recognized: (1) the transactional financial liabilities; and (2) other financial liabilities. The financial
liabilities initially recognized by the Company shall be measured at their fair values. For the transactional
financial liabilities, the transaction expenses thereof shall be directly recorded into the profits and losses of
the current period; for other categories of financial liabilities, the transaction expenses thereof shall be
included into the initially recognized amount.
— — Transactional financial liabilities: such financial liabilities held by the Company for the purpose for
repurchasing at the fair value in the near future, and financial liabilities formed a part of combination of
financial instruments which are managed by way of short-term profit making in the near future, and
derivative financial liabilities (the designated derivative instruments which are effective hedging instruments,
or derivative instruments to financial guarantee contracts, and the derivative instruments which are
connected with the equity instrument investment for which there is no quoted price in the active market,
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
whose fair value cannot be reliably measured, and which shall be settled by delivering the said equity
instruments) shall be classified as transactional financial liabilities. Subsequent measurement of transaction
financial liabilities shall be measured at fair value, and the profits and losses arising from the change in the
fair value shall be recorded into the profits and losses of the current period.
— — Other financial liabilities: The Company shall make subsequent measurement on its other financial
liabilities on the basis of the post-amortization costs by adopting the actual interest rate, from which gains
and losses, when other financial liabilities are terminated from recognizing or amortized, shall be recorded
into the profits and losses of the current period.
Determination of the Fair Value of Financial Instruments
—As for the financial instruments for which there is an active market, the quoted prices in the active market
shall be used to determine the fair values thereof. Where there is no active market for a financial instrument,
the Company concerned shall adopt value appraisal techniques to determine its fair value. The value
appraisal techniques mainly include the prices adopted by the parties, who are familiar with the condition, in
the latest market transaction upon their own free will, the current fair value obtained by referring to other
financial instruments of the same essential nature, the cash flow capitalization method and the option pricing
model, etc.
Impairment test of financial assets and withdrawal method of impairment provision
—The Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the
financial assets other than those transactional financial assets. Where there is any objective evidence proving
that such financial asset has been impaired, an impairment provision shall be made.
— — Measurement for impairment of financial assets measured on the basis of the post-amortization costs
Where there is any objective evidence proving that a financial asset measured on the basis of
post-amortization costs is impaired, the carrying amount of the said financial asset shall be written down to
the current value of the predicted future cash flow (excluding the loss of future credits not yet occurred), and
the amount as written down shall be recognized as loss of the impairment of the asset and shall be recorded
into the profits and losses of the current period. An impairment test shall be made on the financial assets with
significant single amounts. With regard to the financial assets with insignificant single amounts, an
impairment test may be carried out by independent or combination. Where, upon independent test, the
financial asset has not been impaired, it shall be included in a combination of financial assets with similar
risk features so as to conduct another impairment test. The financial assets which have suffered from an
impairment loss in any single amount shall not be included in any combination of financial assets with
similar risk features for any impairment test. During the follow-up period, if there is any objective evidence
proving that the value of the said financial asset has been restored, and it is objectively related to the events
that occur after such loss is recognized, the impairment-related losses as originally recognized shall be
reversed and be recorded into the profits and losses of the current period. However, the reversed carrying
amount shall not be any more than the post-amortization costs of the said financial asset on the day of
reverse under the assumption that no provision is made for the impairment. Where any financial asset
measured on the basis of post-amortization costs is recognized as having loss, the relevant impairment
provision withdrawn shall be written off.
— — Available-for-sale financial assets
Where a available-for-sale financial asset is impaired, even if the recognition of the financial asset has not
been terminated, the accumulative losses arising from the decrease of the fair value of the owner’s equity
which was directly included shall be transferred out and recorded into the profits and losses of the current
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
period. The accumulative losses that are transferred out shall be the net amount obtained from the initially
obtained costs of the sold financial asset after deducting the principals as taken back, the current fair value
and the impairment-related losses as was recorded into the profits and losses of the current period
Calculation of bad-debt provisions for accounts receivables
—For accounts receivables with a significant single amount and for which bad-debt provisions are made
separately:
Definition or amount criteria for an account Accounts receivable with a significant single amount refer to the top five
receivable with a significant single amount accounts receivable with the largest balances or accounts accounting for
over 10% of the total balance of receivables.
Making separate bad-debt provisions for Where there is objective evidence proving that the Company is not able to
accounts receivable with a significant single recover the full amount of an account receivable according to the original
amount terms in relation to the account, an independent impairment test is carried
out on the account receivable and the bad-debt provision is made according
to the difference between the present value of the account’s future cash
flows and the account’s carrying amount. If the independent impairment
test shows that the account receivable has not been impaired, the balance of
the account is put into the corresponding group and the bad-debt provision
is made using the balance percentage method.
—Accounts receivable for which bad-debt provisions are made on the group basis
Grouping criteria:
Group name Group name
Common transaction group Common transaction group
Internal transaction group Internal transaction group
Making bad-debt provisions for accounts receivable on the group basis:
Group name Group name
Common transaction group Common transaction group
Internal transaction group Internal transaction group
—For receivable groups for which bad-debt provisions are made using the balance percentage method:
Group name Provision ratio for account Provision ratio for other receivables
receivables (%) (%)
Common transaction groups 6% 6%
—Accounts receivable with an insignificant single amount but for which the bad-debt provision is made
independently
— —When can the bad-debt provision be made independently for an account receivable with an
insignificant amount
When there is conclusive evidence proving that obvious difference exists in the recoverability.
— —Method for making bad-debt provisions for the said accounts receivables
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
The bad-debt provision is made according to the difference between the present value of the account’s future
cash flows and the account’s carrying amount.
As for other receivables (including notes receivable, prepayments, interest receivable, long-term receivables,
etc.), bad-debt provisions are made according to the differences between the present values of their future
cash flows and their carrying amounts.
Accounting Method of Inventory
Inventory category: raw materials, products in processing, materials for consigned processing, finished
products, semi-manufactured semi-finished products, and low-value consumption goods.
Accounting of inventory: raw materials and finished products shall be measured at actual cost, while
weighted average method shall be adopted when receiving or outgoing.
Inventory system: a perpetual inventory system
Recognition of provision for falling price of inventory and withdrawal: The Company shall make provision
for falling price of inventory on the basis of each item of inventory at the balance that net realizable value is
lower than carrying cost. For finished goods, merchandise inventories, and available for sale materials which
are applied directly for sales of stock inventory, the amount after deducting the estimated sale expense and
relevant taxes from the estimated sell price of the inventory shall be recognized as the net realizable value.
For material inventories which need to be processed, the amount after deducting the estimated cost of
completion, estimated sale expense and relevant taxes from the estimated sale price of produced finished
goods shall be recognized as the net realizable value.
Measurement Method of Long-term Investment
Measurement of long-term equity investment
— Long-term equity investment for the merger of enterprises
—— For the merger of enterprises under the same control, it shall, on the date of merger, regard the share of
the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity
investment, and the direct relevant expenses occurred for the merger of enterprises shall be included into the
profits and losses of the current period.
—— For the merger of enterprises not under the same control, The combination costs shall be the fair values,
on the acquisition date, of the assets paid, the liabilities incurred or assumed and the equity securities issued
by the Company in exchange for the control on the acquiree, and all relevant direct costs incurred to the
acquirer for the business combination. Where any future event that is likely to affect the combination costs is
stipulated in the combination contract or agreement, if it is likely to occur and its effects on the combination
costs can be measured reliably, the Company shall record the said amount into the combination costs.
—— The cost of a long-term equity investment obtained by making payment in cash shall be the purchase
cost which is actually paid. The cost consists of the expenses directly relevant to the obtainment of the
long-term equity investment, taxes and other necessary expenses.
—— The cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the
fair value of the equity securities issued.
—— The cost of a long-term equity investment of an investor shall be the value stipulated in the investment
contract or agreement except the unfair value stipulated in the contract or agreement.
—— The cost of a long-term investment obtained by the exchange of non-monetary assets (having
commercial nature) shall be recognized base on taking the fair value and relevant payable taxes as the cost of
the assets received.
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—— The cost of a long-term equity investment obtained by recombination of liabilities shall be recognized
at the fair value.
Subsequent measurement of long-term equity investment and recognized method of investment income
—The long-term equity investment of the Company that is able to control the invested enterprise and which
of the Company that does not do joint control or does not have significant influences on the invested entity,
and has no offer in the active market and its fair value cannot be reliably measured, it shall be measured by
employing the cost method. Except for the declared but not distributed cash dividends or profits included in
the price or consideration actually paid when an investment is obtained, the dividends or profits declared to
distribute by the invested entity shall be recognized as the current investment income.
—A long-term equity investment of the Company that has joint control or significant influences over the
invested entity shall be measured by employing the equity method. If the cost of the long-term equity
investment is more than the Company's attributable share of the fair value of the invested entity's identifiable
net assets for the investment, the cost of the long-term equity investment may not be adjusted. If the cost of a
long-term equity investment is less than the Company's attributable share of the fair value of the invested
entity's identifiable net assets for the investment, the difference shall be included in the current profits and
losses and the cost of the long-term equity investment shall be adjusted simultaneously. The Company shall
recognize the net losses of the invested enterprise until the book value of the long-term equity investment
and other long-term rights and interests which substantially form the net investment made to the invested
entity are reduced to zero, unless the investing enterprise has the obligation to undertake extra losses. The
Company shall, on the ground of the fair value of all identifiable assets of the invested entity when it obtains
the investment, recognize the attributable share of the net profits and losses of the invested entity after it
adjusts the net profits of the invested entity.
Provision for impairment of long-term investment
—The Company shall conduct inspection to long-term investment item by item at the end of reporting period.
If the market price of long-term investment falls into sustained decline or the invested enterprise’s operation
status grow worse, which will cause that the recoverable amount is lower than carrying value, moreover,
such reduced value will not be restored in predicted future period, then the negative balance between the
recoverable amount and carrying value of long-term investment shall be measured as provision for
impairment of long-term investment. The recoverable amount shall be determined in light of the higher one
of the net amount of the fair value of the long-term equity investment minus the disposal expenses and the
current value of the expected future cash flow of the long-term equity investment. Once any loss of
impairment of the long-term investment is recognized, it shall not be switched back in the future accounting
periods.
Measurement of Fixed Assets and Depreciation
Recognition of fixed assets: Fixed assets of the Company refers to the tangible assets that simultaneously
possess the features as follows: they are held for the sake of producing commodities, rendering labor service,
renting or business management; and their useful life is in excess of one fiscal year and unit price is higher.
Category of fixed assets: housing and building, machinery equipment, transportation vehicle and other.
Measurement of fixed assets and depreciation method: fixed assets shall be measured at actual cost.
Depreciation rate shall be recognized by employing the straight-line method and in accordance with
appraisal economical useful life and predicated net residuals. The appraisal economical useful life and
depreciation rate are listed as below:
Categories Useful life Annual depreciation rate Residuals rate
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Housing and Building
3—25 31.67%-4.75% 5%
Machinery equipments
2—8 47.50%-11.88% 5%
Transportation vehicle
5—10 19%-9.50% 5%
Other
2—8 47.50%-11.88% 5%
Provision for impairment of fixed assets: The Company shall carry out inspection to fixed assets item by
item every year. If the recoverable amount is lower than carrying value due to sustained decline of market
price of fixed assets or technological obsolescence, damage or long-term idle, then the provision for
impairment of fixed assets shall be withdrawn on the basis of the balance hereof. Once any loss of
impairment of the fixed assets is recognized, it shall not be switched back in the future accounting periods.
The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of
the fixed assets minus the disposal expenses and the current value of the expected future cash flow of the
fixed assets. The current value of future cash flow of assets shall be recognized based on the amount after the
predicated future cash flow occurred in the process of continuous services and when the final disposal is
discounted by adopting proper discount rate.
Accounting Measurement of Construction in Progress
Construction in progress shall be measured at actual cost. Constructions in progress shall be carried down to
fixed assets by adopting provisional estimate when bringing to the expected conditions for use. After
completion and settlement procedures, the Company shall adjust the carrying value of fixed assets at the
actual cost. As for interests on borrowings incurred to special-borrowing loans or general borrowing for the
acquisition and construction or production of assets eligible for capitalization and the ancillary expense
incurred to special-borrowing loans, those incurred before a qualified asset under acquisition, construction or
production is ready for the intended use or sale shall be capitalized into capitalized cost, while those incurred
after a qualified asset under acquisition and construction or production is ready for the intended use or sale
shall be included into the profits and losses of the current period.
Provision for impairment of construction in progress: the Company shall carry out overall inspection to the
construction in progress at the end of the reporting period. If the construction in progress has been stopped
for a long time and cannot be continued restarting in the coming three years, and such construction in
progress has already fallen behind, whatever in performance or in technology, resulting in an uncertainty to
economic benefit of the Company, and there is an obvious evidence shows that the construction in progress
has been impaired, then provision for impairment of the construction in progress shall be withdrawn based
on the negative balance between the recoverable amount of single construction in progress and carrying
value. Once any loss of impairment of the construction in progress is recognized, it shall not be switched
back in the future accounting periods.
Measurement of Intangible Assets and Amortization Method
Measurement of intangible assets
—— The cost of outsourcing intangible assets shall be measured at actual expenditures occurred for
reaching the expected use purpose.
—— The research expenditures for its internal research and development projects of the Company shall be
recorded into the profit or loss for the current period. The development expenditures for its internal research
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
and development projects of the Company may be confirmed as cost of intangible assets when they satisfy
capitalization conditions.
—— The cost invested into intangible assets by investors shall be determined according to the conventional
value in the investment contract or agreement, except for those of unfair value in the contract or agreement.
—— The intangible assets received by the Company through accepting debtor’s non-cash assets for
compensation for debts, or by receivables, shall be measured at the fair value of the intangible assets
received.
—— The cost invested into intangible assets by non-monetary transaction shall be determined according to
the fair value of non-monetary assets and relevant payable taxes.
Amortization of intangible assets: Intangible assets with limited service life shall be amortized by the
straight-line method within its estimated service life. If it is unable to forecast the period when the intangible
asset can bring economic benefits to the Company, it shall be regarded as an intangible asset with uncertain
service life. Intangible assets with uncertain service life may not be amortized. The Company’s intangible
assets is mainly land use right, which is amortized averagely by the service life (50 years).
Provision for impairment of intangible assets: the Company shall made overall inspection to the intangible
asset at the end of reporting period. If the intangible assets have already been replaced by other new
technologies, resulting in the Company’s ability to create economic benefits suffering materials adverse
influence, or a sustained decline of market price of intangible assets and impossible to be recover within the
residual amortization years, or certain intangible asset has exceeded the term protected by law but still part
of useful value is remained, or there is an obvious evidence shows that the intangible assets has been
impaired, then provision for impairment of the intangible assets shall be withdrawn based on the balance
between the recoverable amount of single intangible assets and carrying value. Once any loss of impairment
of the intangible assets is recognized, it shall not be switched back in the future accounting periods.
Measurement of Long-term Deferred Expenses
Long-term deferred expenses refer to general expenses with the apportioned period over one year (one year
excluded) that have occurred but attributable to the current and future periods. Long-term deferred expense
shall be recoded into book in the light of the actual expenditure, and amortized averagely within benefit
period. In case of no benefit in the future accounting period, the amortized value of such project that fails to
be amortized shall be transferred into the profits and losses of the current period.
Measurement of Capitalization of Borrowing Costs
The borrowing costs shall not be capitalized unless they simultaneously meet the following requirements: (1)
The asset disbursements have already incurred, which shall include the cash, transferred non-cash assets or
interest bearing debts paid for the acquisition and construction or production activities for preparing assets
eligible for capitalization; (2) The borrowing costs has already incurred; and (3) The acquisition and
construction or production activities which are necessary to prepare the asset for its intended use or sale have
already started.
To-be-capitalized amount of interests of borrowing: As for interests of borrowing occurred
special-borrowing loans or general borrowing for the acquisition and construction or production of assets
eligible for capitalization, those incurred before a qualified asset under acquisition, construction or
production is ready for the intended use or sale shall be capitalized based on the following methods:
—— As for special-borrowing loans for the acquisition and construction or production of assets eligible for
capitalization, the to-be-capitalized amount of interests shall be determined in light of the actual cost
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
incurred of the specially borrowed loan at the present period minus the income of interests earned on the
unused borrowing loans as a deposit in the bank or as a temporary investment.
—— Where a general borrowing is used for the acquisition and construction or production of assets eligible
for capitalization, the Company shall calculate and determine the to-be-capitalized amount of interests on the
general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative
asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used.
The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the
general borrowing.
Suspension of capitalization: Where the acquisition and construction or production of a qualified asset is
interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the
borrowing costs shall be suspended. The borrowing costs incurred during such period shall be recognized as
expenses, and shall be recorded into the profits and losses of the current period, till the acquisition and
construction or production of the asset restarts. If the interruption is a necessary step for making the qualified
asset under acquisition and construction or production ready for the intended use or sale, the capitalization of
the borrowing costs shall continue.
Recognition and Measurement of Estimated liabilities
Recognition of estimated debts: The obligation such as external guaranty, pending litigation or arbitration,
product quality assurance, layoff plan, loss contract, restructuring and disposal of fixed assets, pertinent to a
contingencies shall be recognized as an estimated debts when the following conditions are satisfied
simultaneously: ① That obligation is a current obligation of the enterprise; ② It is likely to cause any
economic benefit to flow out of the enterprise as a result of performance of the obligation; and ③ The
amount of the obligation can be measured in a reliable way.
Measurement of estimated debts: The estimated debts shall be initially measured in accordance with the best
estimate of the necessary expenses for the performance of the current obligation. To determine the best
estimate, the Company shall take into full consideration of the risks, uncertainty, time value of money, and
other factors pertinent to the Contingencies. If the time value of money is of great significance, the best
estimate shall be determined after discounting the relevant future outflow of cash. If there is a sequent range
for the necessary expenses and if all the outcomes within this range are equally likely to occur, the best
estimate shall be determined in accordance with the middle estimate within the range. In other cases, the best
estimate shall be conducted in accordance with the following situations, respectively: ① If the
Contingencies concern a single item, it shall be determined in the light of the most likely outcome. ② If the
Contingencies concern two or more items, the best estimate should be calculated and determined in
accordance with all possible outcomes and the relevant probabilities. ③ When all or some of the expenses
necessary for the liquidation of an estimated debts of an enterprise is expected to be compensated by a third
party, the compensation should be separately recognized as an asset only when it is virtually certain that the
reimbursement will be obtained. The Company shall check the book value of the estimated debts on the
balance sheet date. The Company shall, subject to change, make adjustment to carrying value to reflect the
current best estimate.
Employee Compensation
The employee compensation refers to all kinds of payments and other relevant expenditures given by the
Company during the accounting period of an employee' providing services to the Company, including:
wages, bonuses, allowances and subsidies for the employees; welfare expenses for the employees; social
insurances such as medical insurance, endowment insurance, unemployment insurance, work injury
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
insurance, maternity insurance and other, which are paid by the Company to the employee, and housing
accumulation fund. If the Company cancels the labor relationship with any employee prior to the expiration
of the relevant labor contract or brings forward any compensation proposal for the purpose of encouraging
the employee to accept a layoff (the cancellation of labor relationship or proposal on voluntary layoff will
execute it soon, and The Company is unable to unilaterally withdraw the plan on the cancellation of labor
relationship or the layoff), the Company shall recognize the estimated liabilities incurred hereof, and shall
simultaneously record them into the profit or loss for the current period.
Recognition of revenue
No revenue shall be realized unless the following conditions are met simultaneously: a. The significant risks
and rewards of ownership of the goods or products have been transferred to the buyer by the enterprise; b.
The Company retains neither management right nor effective control over the sold goods or products; c. The
relevant revenue has been received or valid evidence has been obtained, d. relevant cost related to sales of
goods and products can be measured in a reliable way.
Specific principles for recognition of the “domestic sale and export” incomes of the Company:
(1) Method for recognition of the domestic sale income:
According to the buyer’s requirements, the Company delivers to the buyer the products that have been
considered qualified upon examination. The amount of the income has been determined and the sales invoice
has been issued. The payment for the delivered products has been received in full or is expectedly
recoverable.
(2) Method for recognition of the export income:
The Company produces the products according to the contract signed with the buyer. After the products have
been examined as qualified, the Company completes the customs clearing procedure for export. The
shipping company loads the products for shipping. The amount of the income has been determined and the
export sales invoice has been issued. The payment for the delivered products has been received in full or is
expectedly recoverable.
Revenue from providing services shall be recognized by adopting the percentage-of-completion method
when following conditions shall be met simultaneously: The amount of revenue can be measured in a
reliable way; The relevant economic benefits are likely to flow into the enterprise; The schedule of
completion under the transaction can be confirmed in a reliable way; and the costs incurred or to be incurred
in the transaction can be measured in a reliable way. If the Company can not measure the result of a
transaction concerning the providing of labor services in a reliable way, and the cost of labor services
incurred is expected to be compensated, the revenue from the providing of labor services shall be recognized
in accordance with the amount of the cost of labor services incurred. If the cost of labor services incurred is
not expected to compensate in full, the revenue shall be recognized in accordance with the amount of the
cost of labor service can be compensated; if all cost of labor services incurred is not expected to compensate
and no revenue from the providing of labor services may be recognized.
The revenue from abalienating of right to use the Company’s assets may be recognized when the following
conditions are met simultaneously: a. the relevant economic benefits are likely to flow to the Company; and
b. the amount of revenues can be measured in a reliable way. The user charge receivable should be measured
and confirmed as operating revenue in accordance with the period and method of charging as stipulated in
the relevant contract or agreement.
Government Subsidies
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
No government subsidy may be recognized unless the following conditions are met simultaneously: (1) The
Company can meet the conditions for the government subsidies; and (2) The Company can obtain the
government subsidies.
If a government subsidy is a monetary asset, it shall be measured in the light of the received or receivable
amount. If a government subsidy is a non-monetary asset, it shall be measured at its fair value. If its fair
value cannot be obtained in a reliable way, it shall be measured at its nominal amount.
The government subsidies pertinent to assets shall be recognized as deferred income, equally distributed
within the useful lives of the relevant assets, and included in the current profits and losses. But the
government subsidies measured at their nominal amounts shall be directly included in the current profits and
losses. The government subsidies pertinent to incomes shall be treated respectively in accordance with the
circumstances as follows: (1) Those subsidies used for compensating the related future expenses or losses of
the enterprise shall be recognized as deferred income and shall included in the current profits and losses
during the period when the relevant expenses are recognized; or (2) Those subsidies used for compensating
the related expenses or losses incurred to the enterprise shall be directly included in the current profits and
losses.
Accounting Treatment of Income Tax
Income tax shall be measured by adopting balance sheet approach. On the balance sheet day, deferred
income tax assets and relevant deferred income tax income shall be recognized based on the deductible
temporary difference and result calculated at the applicable income tax rate; deferred income tax liabilities
and relevant deferred income tax expense shall be recognized based on taxable temporary difference and
result calculated at the applicable income tax rate.
Method for Profit Distribution
In accordance with the Articles of Association, the Company’s profit shall be distributed in order as follows:
—Making up losses in the previous year;
—Appropriating 10% net profit as statutory public reserve, if accumulative appropriated amount reaches
over 50% of registered capital, the Company may no longer appropriate;
—Appropriating discretionary public reserve after approval by the Shareholders’ General Meeting;
—Retained profit shall be distributed according to the resolution of the Shareholders’ General Meeting.
Business Combinations
The term "business combinations" refers to a transaction or event bringing together two or more separate
enterprises into one reporting entity. The Company shall recognize assets and liabilities obtained for business
combinations on the combining date and acquisition date. The "combining date" or “acquisition date” refers
to the date on which the combining party actually obtains control on the combined party.
In a business combination under the same control, the assets and liabilities that the combining party obtains
in a business combination shall be measured on the basis of their carrying amount in the combined party on
the combining date. As for the balance between the carrying amount of the net assets obtained by the
combining party and the carrying amount of the consideration paid by it, the additional paid-in capital shall
be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be
adjusted.
In a business combination not under the same control, the combination costs shall be the fair values, on the
acquisition date, of the assets paid, the liabilities incurred or assumed and the equity securities issued by the
acquirer in exchange for the control on the acquiree. The positive balance between the combination costs and
the fair value of the identifiable net assets it obtains from the acquiree shall be recognized as business
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
reputation. The negative balance between the combination costs and the fair value of the identifiable net
assets it obtains from the acquiree shall be recorded into the profits and losses of the current period after the
reexamination.
Preparation methods for consolidated financial statements
The scope of consolidation of consolidated financial statements shall include the Company and all its
subsidiaries. The operating outcomes and financial status of the subsidiaries shall be included in the
consolidated financial statements from start date of the control to end date of the control.
The subsidiaries that the Company obtains due to business combination under the same control shall be
included into the scope of consolidation when preparing the consolidated financial statements of the current
period, and the beginning balance in the consolidated financial statement and prior comparison sheet shall be
adjusted accordingly.
As for the subsidiaries that the Company obtains due to business combination not under the same control,
their financial statements shall be adjusted based on the fair value of each identifiable asset and liability
determined on the combining date when preparing the consolidated financial statements of the current period.
Such combined subsidiaries shall be included into the scope of consolidation from the combining date.
If the accounting period and accounting policies adopted by a subsidiary are different from those adopted by
the Company, when preparing the consolidated financial statement, necessary adjustments shall be made to
the financial statements of the subsidiary under the accounting period and accounting policies adopted by the
Company. Within the scope of consolidation, all significant transactions between the enterprises, balance and
unrealized profits and losses shall be offset when preparing the consolidated financial statement. As for the
unrealized losses occurred in the internal transaction, if there is an evidence shows that such loss is
impairment loss on relevant assets, it shall not be offset. The equity and profits & losses attributable to
minority shareholders of the subsidiary shall be particularly presented in the item of “shareholder’s equity”
in the consolidated balance sheets and in the item of “net profit” in the consolidated income statement
respectively.
Change in accounting policies and accounting estimates and corrections of prior accounting errors
During the reporting period, there is no change in accounting policies or accounting estimates and no
correction of prior accounting errors.
VI. Major Taxes
VAT
VAT on sales is calculated based on 17% of sales revenue. VAT is calculated and paid based on the
difference of VAT on sales deducting deductible input VAT. Tax on exports managed by the Company, as
approved by the taxation departments, is paid by adopting the policy of “tax exemption, tax deduction and
tax rebate” since 1 Jan. 2002.
Corporate Income Tax
The Company was identified as a high-tech enterprise in Dec. 2008, and passed the re-examination for the
First Batch High-tech Enterprise in 2011 on 23 Aug. 2011, as well as won the “Certificate of High-tech
Enterprise” with serial number GR201144000059 after approval by Department of Science and Technology
of Guangdong Province, Department of Finance of Guangdong Province, Guangdong Provincial Bureau of
State Taxation and Guangdong Provincial Bureau of Local Taxation. In accordance with relevant provisions
in Corporate Income Tax Law of the People's Republic of China and the Administration Measures for
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Identification of High-tech Enterprises promulgated in 2007, the Company paid the corporate income tax
based on a tax rate of 15% within three years since 1 Jan. 2011.
The subsidiary of the Company, including Foshan Chansheng Electronic Ballast Co., Ltd., Foshan
Chanchang Electric Appliance (Gaoming) Co., Ltd., Foshan Taimei Times Lamps and Lanterns Co., Ltd.,
Nanjing Fozhao Lighting Components Manufacturing Co., Ltd., Foshan Electrical & Lighting (Xinxiang)
Co., Ltd., Foshan Electrical and Lighting Engineering Co., Ltd., Guangdong Fozhao Leasing Co., Ltd., and
Foshan Lighting Lamps & Components Co., Ltd., their corporate income tax was 25%.
VII. Subsidiaries controlled by the Company
The subsidiaries received by the Company through establishment or investment
Cons
Date Regi Amount
Name of Registered Legal olida
of strati invested by Equity
invested capital represe Main business ted
found on the Company owned
company (RMB’0000) ntative state
ation place (RMB’0000)
ment
Foshan
Manufacturing
Chansheng
Fosh electronic ballasts,
Electronic 2003 RMB100 RMB274.45 100% Pan Jie Yes
an electronic transformers
Ballast Co.,
and electronic triggers.
Ltd.
Production and
Foshan operation of lamps,
Chanchang electric light source
Electric Fosh products and
2005 RMB7,278 RMB4,200 70% Pan Jie Yes
Appliance an accessories, installation
(Gaoming) and related engineering
Co., Ltd. and consulting
business.
Research, development,
Foshan Taimei production and sales of
Times Lamps Fosh lighting, household
2005 RMB50 RMB35 70% Pan Jie Yes
and Lanterns an appliances and
Co., Ltd. accessories and other
lighting products.
R&D and sales of
electric appliance,
Foshan
lighting, mechanical
Electrical and
Fosh and electrical products,
Lighting 2009 RMB5000 RMB5007 100% Pan Jie Yes
an design, construction
Engineering
and maintenance of
Co., Ltd.
lighting and
electromechanical
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Cons
Date Regi Amount
Name of Registered Legal olida
of strati invested by Equity
invested capital represe Main business ted
found on the Company owned
company (RMB’0000) ntative state
ation place (RMB’0000)
ment
engineering, design,
construction and
technical services of
intelligent building
engineering,
investment, energy
conservation design
and consulting,
construction of energy
conservation project,
energy-saving services,
energy performance
contracting and
technical services,
evaluation of energy
saving projects and
international trade
Production and sales of
electric light source
equipment and electric
light source products,
Foshan sales of accessories of
Electrical &
Xinx RMB RMB electric light source,
Lighting 2009 100% Pan Jie Yes
iang 3541.843976 3541.843976 electric light source
(Xinxiang)
materials, electric
Co., Ltd.
engineering materials,
accessories for motor
vehicles, lamps and
components
Financial leasing and
Guangdong service for new energy
Fozhao Fosh cars and main
2011 RMB20,000 RMB20,000 100% Pan Jie Yes
Leasing Co., an accessories,
Ltd. energy-saving lighting
products and projects
Foshan
Liu R&D, development,
Lighting Fosh
2013 RMB1500 RMB1500 100% Xingmi produce; electric light Yes
Lamps & an
ng source products,
Components
119
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Cons
Date Regi Amount
Name of Registered Legal olida
of strati invested by Equity
invested capital represe Main business ted
found on the Company owned
company (RMB’0000) ntative state
ation place (RMB’0000)
ment
Co., Ltd. electric light source
equipments, assorted
equipment of light
source, light source
materials, lamps and
accessories, electric
materials, motor
vehicle accessories,
household electrical
appliances, electrical
receptacles, switches,
fire products,
ventilation equipment,
LED products;
domestic trade, import
and export of goods
and technologies
—Foshan Chansheng Electronic Ballast Co., Ltd. was invested and established by the Company and Mr. Ma
Henglai and had set up and obtained license for business corporation on 26 Aug 2003. The Company holds
75% equities of the said company; therefore the said subsidiary was included into the scope of the
consolidated financial statements since date of the foundation.
On 24 Dec. 2013, the Company and Mr. Ma Henglai signed the equity transfer agreement. The Company
purchased 25% equity of Foshan Chansheng Electronic Ballast Co., Ltd. held by Mr. Ma Henglai. After the
purchasing, the Company held 100% equity of Foshan Chansheng Electronic Ballast Co., Ltd.
—Foshan Chanchang Electric Appliance (Gaoming) Co., Ltd., who is the Sino-foreign joint ventures
invested and established by the Company and Prosperity Lamps and Components Ltd, had obtained license
for business corporation on 23 Aug. 2005 through approval by Foreign Trade and Economic Cooperation
Bureau of Gaoming District, Foshan with document “MWJMY Zi [2005] No. 79”. The Company holds 70%
equities of the said company; therefore the said subsidiary was included into the scope of the consolidated
financial statements since date of the foundation.
—Foshan Taimei Times Lamps and Lanterns Co., Ltd., who is the Sino-foreign joint ventures invested and
established by the Company and Reback North America Investment Limited, had obtained license for
Business Corporation on 5 Dec. 2005 through approval by Foreign Trade and Economic Cooperation Bureau
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
of Gaoming District, Foshan with document “MWJMY Zi [2005] No. 97”. The Company holds 70% equities
of the said company; therefore the said subsidiary was included into the scope of the consolidated financial
statements since date of foundation.
—Foshan Electrical and Lighting Engineering Co., Ltd. (its predecessor was “Foshan Lighting Lamps and
Lanterns Co., Ltd.”) which is invested and established by the Company together with Foshan Haozhiyuan
Trading Co., Ltd., Shanghai Liangqi Electric Co., Ltd, Changzhou Sanfeng Electrical & Lighting Co., Ltd.,
Henan Xingchen Electrical & Lighting Co., Ltd., Foshan Hongbao Electrical & Lighting Co., Ltd., Hebei
Jinfen Trading Co., Ltd., obtaining its license for Business Corporation on 27 Mar. 2009. The Company
holds 60% equities of this company. Therefore the said subsidiary was included into the scope of the
consolidated financial statements since date of the foundation.
On 25 Sep. 2009 and 19 Dec. 2010, the Company signed Equity Transfer Contract with minority shareholder.
Since then, the minority shareholder respectively transferred their holding equities of Foshan Lighting
Lamps and Lanterns Co., Ltd. to the Company, the Company held 100% equities of Foshan Lighting Lamps
and Lanterns Co., Ltd. after the transfer.
—Foshan Electrical & Lighting (Xinxiang) Co., Ltd. is limited liability company invested and established by
the Company, which had obtained its license for Business Corporation on 17 Apr. 2009. The Company holds
100% equities of the said company; therefore the said subsidiary was included into the scope of the
consolidated financial statements since date of foundation.
On 27 Aug. 2013, the 3rd Session of the 7th Board of Directors reviewed and approved that to increase the
capital of Foshan Electrical & Lighting (Xinxiang) Co., Ltd. by the land of Henan Xinxiang Industrial Park
and the monetary funds 2 million. After the capital increment, the registered capital became RMB
35,418,439.76.
—Guangdong Fozhao Leasing Co., Ltd. is limited liability company invested and established by the
Company, which had obtained its license for Business Corporation on 31 May 2011. And the Company
holds 100% equities of this company. Therefore the said subsidiary was included into the scope of the
consolidated financial statements since date of foundation.
—Foshan Lighting Lamps & Components Co., Ltd. is limited liability company invested and established by
the Company with the registered capital of RMB 15 million, which had obtained its license for Business
Corporation on 8 May 2013. And the Company holds 100% equities of this company. Therefore the said
subsidiary was included into the scope of the consolidated financial statements since date of foundation.
The subsidiary for business combination not under the same control
Name of Date of Registration Registered Amount Equity Legal Consolidated
Main business
invested foundation place capital invested by owned representative statement
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
company (RMB’0000) the
Company
(RMB’0000)
Production of
energy-saving
photoelectric
source
products,
lamps and
lanterns, light
source
Nanjing
equipments,
Fozhao
illumination
Lighting
2002 Nanjing RMB4,168.32 RMB7,200 100% Pan Jie engineering; Yes
Components
technological
Manufacturing
development
Co., Ltd.
of
energy-saving
and production
of relevant
components;
sales of
self-production
products
— In accordance with the equity transfer agreement signed between the Company and Prosperity Lamps and
Components Ltd on 27 Aug. 2008, Prosperity Lamps and Components Ltd. transferred 100% equities of
Nanjing Fozhao Lighting Components Manufacturing Co., Ltd. (used to known as “Prosperity (Nanjing)
Lighting Components Co., Ltd.”, and changed name to “Nanjing Fozhao Lighting Components
Manufacturing Co., Ltd.” on 15 Nov. 2010.) to the Company. Therefore, Prosperity (Nanjing) Lighting
Components Co., Ltd. became the wholly-owned subsidiary of the Company. The said subsidiary was
included into the scope of the consolidated financial statements since merger date.
Change of consolidation scope and reason
Information about the disposal of subsidiaries in the reporting period：
Net profit from the
Net assets on disposal
Name of company Acquisition period beginning of current
day
period to disposal day
Qinghai FSL Lithium Ion Battery January to August in
21,227,868.14 -9,059,540.36
Cathode Materials Co., Ltd. 2013
Guangdong Fozhao New Light Sources January to March in
8,620,727.49 5,617.32
Technology Co., Ltd. 2013
122
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—The Proposal on Equity Transfer of Qinghai FSL Lithium Ion Battery Cathode Materials Co., Ltd. was
approved and reviewed by the Second Meeting of 7th Board of Directors of the Company on 17 Jun. 2013.
The Company signed Agreement on Equity Transfer of Qinghai FSL Lithium Ion Battery Cathode Materials
Co., Ltd. with Wuxi TuoHai Investment Co., Ltd. on 27 Aug. 2013, which agreed that the Company transfer
its holing 51% equity of Qinghai FSL Lithium Ion Battery Cathode Materials Co., Ltd. to Wuxi TuoHai
Investment Co., Ltd.. Therefore, the base day for the transfer was 31 Aug. 2013
——Guangdong Fozhao New Light Sources Technology Co., Ltd. , who is the Sino-foreign joint ventures
invested and established by the Company and Bright Technology & Venture Limited (registered in Hong
Kong), had obtained license for Business Corporation on 7 Jun. 2011 through approval by Foshan Foreign
Trade and Economic Cooperation Bureau, with document “FWJMY Zi [2011] No. 39”. And the registered
capital was RMB 222 million. The Company had already input the capital of RMB 10 million, accounting
for 54.95% equity of the company, and included the company into the scope of the consolidated financial
statements since its establishment. In Jun. 2012, the Company signed an Agreement on Termination of
Cooperation with Bright Technology & Venture Limited (registered in Hong Kong), both parties
unanimously agreed to dissolve Guangdong Fozhao New Light Sources Technology Co., Ltd., and relevant
procedures on cancelling the company has been finished in Mar. 2013.
Subsidiary newly incorporate into consolidation scope:
Name of the entity Closing net assets Net profit for the year
FSL Lighting Equipment Co., Ltd.
17,426,534.61 2,426,534.61
—Minority interests and profits and losses of minority shareholders attributable to the holding subsidiaries
As at 31 Dec. 2013 or Year 2013 As at 31 Dec. 2012 or Year 2012
Name of company
Minority interests Profits and losses Minority interests Profits and losses
of minority of minority
Foshan Chansheng Electronic Ballast
shareholders as of shareholders as of
Co., Ltd. - 245,932.85 1,563,388.63 677,741.05
this period this period
Foshan Chanchang Electric Appliance
(Gaoming) Co., Ltd. 28,035,936.80 1,504,864.65 26,531,072.16 679,632.85
Foshan Taimei Times Lamps and
Lanterns Co., Ltd. 6,769,192.06 3,141,988.75 8,240,952.28 2,094,876.38
Qinghai FSL Lithium Ion Battery
Cathode Materials Co., Ltd - -4,439,174.78 10,760,830.17 -4,212,256.67
Guangdong Fozhao New Light Sources
Technology Co., Ltd. - - - 523,120.54
Total 34,805,128.86 453,611.47 47,096,243.24 -236,885.85
VIII. Notes to Main Items of Consolidated Financial Statements
1. Monetary funds
Closing amount Opening amount
Item
123
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Amount in Amount in
Exchange Amount in Exchange Amount in
foreign foreign
rate RMB rate RMB
currency currency
Cash 6,626.15 4,646.82
Bank deposits 891,208,601.93 980,371,648.14
Of which:
874,561,058.71 972,782,849.67
RMB account
HKD account - - - 93.15 0.8109 75.53
USD account 2,725,966.36 6.0969 16,619,944.30 1,152,484.15 6.2855 7,243,939.12
Euro Account 3,278.21 8.4189 27,598.92 41,452.32 8.3176 344,783.82
Other currency
6,460,596.14 5,074,595.78
funds
Of which:
6,460,596.14 5,074,595.78
RMB
Total 897,675,824.22 985,450,890.74
—All bank deposits are in the name of the Company or the subsidiaries which are within the scope of
consolidated financial statements.
—Other monetary capital is refundable deposit the Company deposited in Exchange Company under the
company name.
2. Tradable financial assets
Items Closing balance Opening balance
Tradable financial assets 3,903,197.90 4,012,728.75
Total 3,903,197.90 4,012,728.75
3. Notes receivable
Item Closing balance Opening balance
Bank acceptance bill 154,142,432.66 175,907,019.08
Total 154,142,432.66 175,907,019.08
—Up till 31 Dec. 2013, there is no undue trade acceptance draft receivable discounted or pledged.
—There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the
closing balance of notes receivable.
4. Accounts receivable
—Net account receivable as at 31 Dec. 2013 stands at RMB 390,216,735.62 which is classified as follows:
124
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Item
Proportion Proportion Proportion Proportion
Amount Amount Amount Amount
(%) (%) (%) (%)
Significant single
amounts and
make
independent - - - - - - - -
provision for
impairment
losses
Accounts receivable that make provision for impairment loss according to ages combination
Normal business
415,124,186.83 100.00 24,907,451.21 6.00 355,326,481.06 100.00 21,319,588.87 6.00
combination
Subtotal of
415,124,186.83 100.00 24,907,451.21 6.00 355,326,481.06 100.00 21,319,588.87 6.00
combination
Not significant
single amounts
but make
independent - - - - - - - -
provision for
impairment
losses
Total 415,124,186.83 100.00 24,907,451.21 6.00 355,326,481.06 100.00 21,319,588.87 6.00
—Within the combination, analysis of accounts receivable that make provision for losses by balance
percentage method
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Account age Withdrawal Withdrawal
Proportion Proportion
Amount Amount proportion Amount Amount proportion
(%) (%)
(%) (%)
Within 1
400,771,383.02 24,046,282.98
year 96.54 6.00 347,188,347.90 97.71 20,831,300.88 6.00
1-2 years 8,937,973.75 2.15 536,278.43 6.00 6,915,023.55 1.95 414,901.41 6.00
2-3 years 4,757,260.70 1.15 285,435.64 6.00 1,150,735.43 0.32 69,044.13 6.00
Over 3 years 657,569.36 0.16 39,454.16 6.00 72,374.18 0.02 4,342.45 6.00
Total 415,124,186.83 100.00 24,907,451.21 6.00 355,326,481.06 100.00 21,319,588.87 6.00
—The actual written-off accounts receivable during the current period
125
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Name of company Type of Written-off Reasons of Whether arising
accounts amount written-off from related
receivable receivables transactions
Eatimatediy
Hebei Jinfen Trading Co., Ltd. Loan 976,761.92 No
uncollectible
Eatimatediy No
Verification of small amount Loan 15,782.19
uncollectible
Total 992,544.11
—Particulars on the top five debtors
Closing amount Opening amount
Item
Amount Proportion Amount proportion
Total and proportion of the top five units in
31.55% 24.09%
debt 130,976,997.76 85,616,456.54
—Main entities
Relationship with the Proportion to accounts
Ranking of entities Amount in arrear Ages
Company receivable
No. 1 Non-related 92,052,841.24 Within 1 year 22.17%
No. 2 Non-related 11,980,483.31 Within 1 year 2.89%
Non-related 9,488,818.22 Within 1 year 2.28%
No. 3
Related 9,415,621.92 Within 1 year 2.27%
No. 4
Non-related 8,039,233.07 Within 1 year 1.94%
No. 5
Total 130,976,997.76 31.55%
—Please refer to Note IX for more details on amount due from shareholders who hold 5% or more of voting
shares of the Company in the closing balance of accounts receivable.
5. Prepayments
Balance of prepayments as at 31 Dec. 2013 stands at RMB 24,054,319.34, which is classified according to
ages as follows:
Closing amount Opening amount
Account age
Amount Proportion (%) Amount Proportion (%)
126
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Within 1 year
21,791,005.82 90.59 10,364,024.71 83.69
1-2 years
1,716,958.54 7.14 1,140,000.00 9.21
2-3 years
48,253.97 0.20 831,986.27 6.72
Over 3 years
498,101.01 2.07 47,416.00 0.38
Total 24,054,319.34 100.00 12,383,426.98 100.00
—Particulars on the top five debtors
Closing amount Opening amount
Item
Amount Proportion Amount proportion
Total and proportion of the top five units in
42.76% 77.23%
debt 10,284,845.55 9,563,958.13
—Main entities
Ranking of Relationship with the Proportion to prepayment
Amount in arrear Ages
entities Company receivable
No. 1 Non-related 5,000,000.00 20.79%
No. 2 Non-related 1,849,422.81 7.69%
Non-related 1,354,280.00 5.63%
No. 3
Related 1,069,201.38 4.44%
No. 4
Non-related 1,011,941.36 4.21%
No. 5
Total 10,284,845.55 42.76%
The balance of prepayments has increased by RMB 11,670,892.36 compared with the period-begin, an
increase of 94.25%, which was mainly because payment in advance in line with the High-speed media
advertising had reduced.
—There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the
balance of prepayments
6. Interest receivable
Items Closing balance Opening balance
Deposit interest 1,304,200.33 530,542.81
Total 1,304,200.33 530,542.81
7. Other receivables
127
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Net amount of other receivables as at 31 Dec. 2013 stands at RMB 000, which is detailed as follows
according to types:
Closing balance Opening balance
Book balance Bad debts provision Book balance Bad debts provision
Items
Proportion Proportion Proportion Proportion
Amount Amount Amount Amount
(%) (%) (%) (%)
Significant single
amounts and make
41,710,000.00 72.88
independent provision
for impairment losses
Accounts receivable that make provision for impairment loss according to ages combination
Normal business
combination 25,686,259.45 100.00 1,541,175.57 6.00 15,411,053.78 26.93 924,663.24 6.00
Subtotal of
combination 25,686,259.45 100.00 1,541,175.57 6.00 15,411,053.78 26.93 924,663.24 6.00
Not significant single
amounts but make
- - - - 106,552.50 0.19 106,552.50 100.00
independent provision
for impairment losses
Total 25,686,259.45 100.00 1,541,175.57 6.00 57,227,606.28 100.00 1,031,215.74 1.80
—Within the combination, analysis of accounts receivable that make provision for losses by balance percentage method
Closing balance Opening balance
Book balance Bad debts provision Book balance Bade debts provision
Account age Withdrawal Withdrawal
Proportion Proportion
Amount Amount proportion Amount Amount proportion
(%) (%)
(%) (%)
Within 1
22,226,990.87 86.53 1,333,619.45 9,546,737.79 572,804.27
6.00 62.00 6.00
year
1-2 years 146,433.33 0.57 8,786.00 6.00 5,133,212.60 33.31 307,992.76 6.00
2-3 years 2,897,030.66 11.28 173,821.84 6.00 373,909.63 2.47 22,434.58 6.00
Over 3 years 415,804.59 1.62 24,948.28 6.00 357,193.76 2.22 21,431.63 6.00
Total 25,686,259.45 100.00 1,541,175.57 6.00 15,411,053.78 100.00 924,663.24 6.00
The actual written-off other accounts receivable during the current period
Name of company Written-off Reasons of Whether arising
Type of accounts amount written-off from related
receivable receivables
transactions
128
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Estimated
Fangcheng County Yuli Glass Tube Co., The original
106,552.50 unable to No
Ltd. payment in advance
regain
—Particulars of other accounts receivable on top five units in debt
Closing balance Opening balance
Item
Amount Proportion Amount Proportion
Total of the top five units in debt and
22,374,635.45 87.11% 14,079,521.97 69.84%
proportion
—Main units of other accounts receivable
Ranking of Relationship with the Proportion to
Amount in arrear Ages
units Company accounts
Non-related
No. 1 17,593,990.28 Within 1 year 68.49%
relationship
Non-related
No. 2 1,810,595.17 2-3 year 7.05%
relationship
Non-related
1,568,550.00 Within 1 year 6.11%
No. 3 relationship
Non-related
801,500.00 Within 1 year 3.12%
No. 4 relationship
Non-related
600,000.00 2-3 year 2.34%
No. 5 relationship
Total 22,374,635.45 87.11%
—The period-end balance of other accounts receivable has decreased by RMB 31,541,346.83, compared
with the period-begin, a decrease of 55.12%, which was mainly due to the Company took back RMB
41,710,000.00 of cash deposit for land bidding.
—There is no amount due from shareholders who hold 5% or more of voting shares of the Company in the
balance of other receivables.
—There is no amount due from related parties’ accounts receivable in closing balance of other accounts
receivable.
8. Inventory
Net inventory as at 31 Dec. 2013 stands at RMB 516,804,156.44, which is detailed as follows according to
types:
Closing balance Opening balance
Falling
Item Falling price
Book balance Book value Book balance price Book value
reserve
reserve
Raw materials 70,269,329.70 3,170,835.38 67,098,494.32 83,862,206.49 178,720.29 83,683,486.20
129
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Self-made 100,512,173.55 391,372.89 100,120,800.66
half-finished 121,442,224.71 2,102,946.36 119,339,278.35
goods
Finished goods 335,274,523.00 6,158,637.61 329,115,885.39 248,832,503.39 - 248,832,503.39
Low-value
1,250,498.38 - 1,250,498.38 2,035,287.92 130,691.98 1,904,595.94
fugitive items
Total 528,236,575.79 11,432,419.35 516,804,156.44 435,242,171.35 700,785.16 434,541,386.19
—Provisions for inventory price falling
Decrease in this
Item Opening book Provision for this Closing book balance
balance period Written in Writing off
Raw materials 178,720.29 3,170,835.38 - 178,720.29 3,170,835.38
Self-made
half-finished
goods 391,372.89 3,668,461.68 - 1,956,888.21 2,102,946.36
Finished
goods - 6,158,637.61 - - 6,158,637.61
Low-value
130,691.98 - - 130,691.98 -
fugitive items
Total 700,785.16 12,997,934.67 - 2,266,300.48 11,432,419.35
9. Other current assets
Item Closing balance Beginning balance
Deductible input tax of VAT
9,408,829.51 2,935,179.47
Total
9,408,829.51 2,935,179.47
10. Financial assets available for sale
Item Fair value at period-end Fair value at year-begin
Trading shares of China Everbright
62,634,402.88 71,817,642.40
Bank
Total
62,634,402.88 71,817,642.40
The Company holds 23,546,768 shares in total with the fair value reaching RMB 62,634,402.88 at the end of the year, a
decrease of RMB 9,183,239.52 compared with the beginning. The Company made provision for deferred income
tax liabilities of RMB 1,377,485.92 of which the difference of RMB 7,805,753.60 recorded into capital reserve.
130
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
11. Long-term equity investment
Net amount of long-term equity investment as at 31 Dec. 2013 stands at RMB 492,153,947.39, which is detailed as follows according to types:
Opening amount Increase in this Closing amount
Items Decrease in this period
Amount Impairment reserve period Amount Impairment reserve
Investment to affiliated
31,023,693.72 - - 12,820,601.90 18,203,091.82 -
enterprises
Other investments 497,818,643.04 9,148,904.81 - 14,718,882.66 483,099,760.38 9,148,904.81
Total 528,842,336.76 9,148,904.81 - 27,539,484.56 501,302,852.20 9,148,904.81
—Investment to affiliated entities
Explanation
for
equity-holding
Voting Cash
Shareholding ratio and
Accounting Investment Opening rights ratio bonus in
Invested entity increase decrease Closing balance proportion voting rights
method costs balance in invested current
(%) ratio in
entity (%) period
invested entity
are not in
accord
Qinghai FSL
Lithium Energy
38,000,000.00 12,543,975.96 12,807,642.03 38.00% 38.00% In accord -
Exploitation Co., Equity
Ltd. method 25,351,617.99
Guangdong Fozhao
Guoxuan Power Equity 12,600,000.00 - 276,625.94 5,395,449.79 50.00% 50.00% In accord -
Energy Co., Ltd. method 5,672,075.73
Total 50,600,000.00 31,023,693.72 - 12,820,601.90 18,203,091.82 -
Continued
Total closing liabilities Total operating revenue in
Invested entity Total closing assets amount Closing net assets amount Net profit in 2013
amount 2013
131
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Qinghai FSL Lithium Energy
34,104,321.14 400,000.00 33,704,321.14
- -33,010,463.04
Exploitation Co., Ltd.
Guangdong Fozhao Guoxuan
10,790,899.58 - 10,790,899.58
- -553,251.88
Power Energy Co., Ltd.
Total 44,895,220.72 400,000.00 44,495,220.72 - -33,563,714.92
——In Jun. 2013, the Company held the meeting of the board of directors; the meeting approved and reviewed the Proposal on liquidation and Cancellation of
Guangdong Fozhao Guoxuan Power Energy Co., Ltd.. As of 31 Dec. 2013, the invested entity Guangdong Fozhao Guoxuan Power Energy Co., Ltd. had not fulfilled
its relevant cancellation procedures.
—Other investment
Explanation
for
Equity-h equity-holdi
Impairm Cash
olding Voting ng ratio and
Account ent bonus
Initial Opening Increase/decreas ratio in rights ratio voting rights Impairment
Invested entity ing Closing balance reserve for
investment cost balance e invested in invested ratio in reserve
method for this this
entity entity (%) invested
period period
(%) entity are
not in
accord
Shenzhen
Liangke Venture Cost
13,718,882.66 13,718,882.66 -13,718,882.66 - - - In accord - - -
Capital Company method
Limited
Guangzhou
Zhujiang Asset
Cost
Management 10,000,000.00 10,000,000.00 - 10,000,000.00 15.38% 15.38% In accord 3,298,904.81 - -
method
Company
Limited
Shenzhen Cost 5,850,000.00 5,850,000.00 - 5,850,000.00 Less th Less than In accord 5,850,000.00 - -
132
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Zhonghao method an 5% 5%
(Group) Ltd.
Chengdu Hongbo
Cost
Industrial Co., 6,000,000.00 6,000,000.00 - 6,000,000.00 6.94% 6.94% In accord - - -
method
Ltd.
Cost
Xiamen Bank 292,574,133.00 292,574,133.00 - 292,574,133.00 7.99% 7.99% In accord - - -
method
Guangdong
Cost Less Less than
Development 500,000.00 500,000.00 - 500,000.00 In accord - - -
method than 5% 5%
Bank Co., Ltd.
Foshan Fochen
Road
Cost
Development 20,757,600.00 9,175,627.38 -1,000,000.00 8,175,627.38 7.66% 7.66% In accord - - -
method
Company
Limited
Hefei Guoxuan
Cost
High-tech Power 160,000,000.00 160,000,000.00 - 160,000,000.00 14.84% 14.84% In accord - - -
method
Energy Co., Ltd.
Total 509,400,615.66 497,818,643.04 -14,718,882.66 483,099,760.38 9,148,904.81 - -
—Revenue from Foshan Fochen Road Development Company Limited has been recorded into unified collection and allocation system of road-bridge tolls. The
Company regards such investments balances as right to earnings, which shall be amortized within the remaining period of business of this company. In current period,
an investment cost of RMB 1,000,000.00 was amortized.
—In Jun. 2012, the Company signed the “Equity Transfer Agreement” with Shenzhen Meilu Trade Development Co., Ltd., planning to transfer the 18.5% equity
interests of Shenzhen Liangke Venture Capital Company Limited it held to the latter. Up to 31 Dec. 2013, the Company had received all the amount of equity
transfer and the equity transfer has been concluded completely. After this transfer, the Company will no longer hold the equity of Shenzhen Liangke Venture Capital
Company Limited.
133
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
12. Fixed assets and accumulated depreciation
Net fixed assets as at 31 Dec. 2013stands at RMB 472,740,489.84, which is detailed as follows:
Decrease in this
Items Opening amount Increase in this period Closing amount
period
Original value of
fixed assets:
Housing and
14,437,751.11 20,150,788.17 543,991,872.91
549,704,909.97
building
Machinery
18,066,256.41 217,508,117.98 907,867,064.24
1,109,628,117.57
equipments
Transportation
2,248,614.16 2,546,359.94 19,532,490.54
19,830,236.32
equipments
Other equipment 18,578,307.84 1,272,540.37 1,784,591.80 18,066,256.41
Total 1,697,741,571.70 33,705,970.29 241,989,857.89 1,489,457,684.10
Increase
Withdraw in this Decrease in this
Items Opening balance in this Closing balance
period period
period
Accumulated
depreciation:
Housing and
-
305,093,103.58 25,217,464.35 13,724,004.35 316,586,563.58
building
Machinery
-
827,678,477.59 55,157,786.72 210,723,206.20 672,113,058.11
equipments
Transportation
-
14,086,027.51 1,286,532.15 2,376,616.58 12,995,943.08
equipments
Other equipment 10,450,773.61 - 1,913,189.59 1,596,340.07 10,767,623.13
Total 1,157,308,382.29 - 83,574,972.81 228,420,167.20 1,012,463,187.90
Impairment
provision
Housing and
- - -
-
building
Machinery
4,254,006.36 1,288,167.03 4,254,006.36
1,288,167.03
equipments
Transportation
- - -
-
equipments
Other equipment - - - -
Total 1,288,167.03 4,254,006.36 1,288,167.03 4,254,006.36
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Net value
Housing and
244,611,806.39 227,405,309.33
building
Machinery
280,661,472.95 231,627,455.97
equipments
Transportation
5,744,208.81 6,545,014.46
equipments
Other equipment 8,127,534.23 7,162,710.08
Total 539,145,022.38 472,740,489.84
—Construction in progress with original value of RMB 30,388,894.82 was transferred into fixed assets in
the report period.
—Depreciation amount recorded into operating cost, operating expenses and administrative expenses totaled
RMB 83,574,972.81 in 2013.
—Up until 31 Dec. 2013, there had existed no fixed assets temporarily idle, rent in by financial leasing or
held for sale.
—At the end of the reporting period, the Company withdrew the impairment provision for partial idle
machinery equipments at the balance of its recoverable amount lower than its book value.
13. Construction in process
Balance of construction in process as at 31 Dec. 2013 stands at RMB 75,044,472.56, which is detailed as
follows:
Closing balance Opening balance
Item Impairment Impairment
Book balance Net book value Book balance Net book value
reserve reserve
Construction in
process 78,740,456.85 3,695,984.29 75,044,472.56 97,787,652.94 2,103,083.08 95,684,569.86
Total 78,740,456.85 3,695,984.29 75,044,472.56 97,787,652.94 2,103,083.08 95,684,569.86
—Changes in construction in process:
Amount
Name of construction transferred into
project Increase in this fixed assets in
Opening amount period current period Other decrease Closing amount
Fuwan Lighting Industrial
Park 29,903,597.80 10,538,607.13 - 28,195,142.29 12,247,062.64
Fuwan Lighting Industrial
Park production 7,931,663.63 1,832,214.75 - - 9,763,878.38
135
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Amount
Name of construction transferred into
project Increase in this fixed assets in
Opening amount period current period Other decrease Closing amount
workshop of lithium
battery
H7 Automatic Production
Equipment 1,628,303.99 7,801,445.03 - - 9,429,749.02
Third District Hard Glass
Kiln 8,149,794.29 - - - 8,149,794.29
LED second workshop 1,625,986.42 2,178,500.72 - - 3,804,487.14
Standard C Workshop 10,764,104.61 537,500.00 11,301,604.61 - -
Production line of lithium
iron phosphate 16,765,264.44 828,000.00 - 17,593,264.44 -
7#、9# kiln 3,892,324.54 704,614.88 1,761,930.50 - 2,835,008.92
Self-made equipments 567,753.53 5,406,883.97 449,173.09 - 5,525,464.41
Transformation
equipment 5,229,445.42 9,842,346.29 1,740,540.89 - 13,331,250.82
Other outsourcing 17,459,992.69 15,135,645.73
equipments 11,329,414.27 - 13,653,761.23
Total 97,787,652.94 57,130,105.46 30,388,894.82 45,788,406.73 78,740,456.85
—None of the items of projects under construction has any interest to be capitalized and exchange gain or
loss.
—Other decrease of Fuwan Lighting Industrial Park project was the previous amount payable in advance of
the land carried forward the intangible asset accounting in the reporting period.
—Other decrease of Production line of lithium iron phosphate was due to the Qinghai FSL Lithium Energy
Exploitation Co., Ltd. been transferred, the Company no longer consolidate its balance sheet.
—Details of construction in process are as follows:
Withdrawal amount Decrease of current
Item Opening balance Closing balance
of current period period
Production line of lithium 2,103,083.08 - 2,103,083.08 -
136
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
iron phosphate
Third District Hard Glass
- 3,695,984.29 - 3,695,984.29
Kiln
Total 2,103,083.08 3,695,984.29 2,103,083.08 3,695,984.29
—At the end of the reporting period, the Company withdrew the impairment provision for partial projects in
construction with uncertain economic benefits for the Company in the future at the balance of its recoverable
amount lower than its book value.
14. Intangible assets
Type Opening balance Increase in 2013 Decrease in 2013 Closing balance
Original value of intangible
assets
Land use right 187,734,496.31 28,195,142.29 4,209,700.00 211,719,938.60
Patent right 200,000.00 - - 200,000.00
Software using right - 1,636,664.95 - 1,636,664.95
Total 187,934,496.31 29,831,807.24 4,209,700.00 213,556,603.55
Accumulated amortization:
Land use right 37,333,437.53 4,103,256.73 1,365,912.00 40,070,782.26
Patent right 176,667.02 20,000.04 - 196,667.06
Software using right - 54,555.50 - 54,555.50
Total 37,510,104.55 4,177,812.27 1,365,912.00 40,322,004.82
Provision for impairment
of intangible assets:
Land use right - - - -
Patent right - - -
Software using right - - - -
Total - - - -
Net value of intangible
assets:
Land use right 150,401,058.78 171,649,156.34
Patent right 23,332.98 3,332.94
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Software using right - 1,582,109.45
Total 150,424,391.76 173,234,598.73
—Up to 31 Dec. 2013, the Company has no provision for impairment of intangible assets that need to be
withdrawn.
15. Deferred income tax assets/deferred income tax liabilities
—Recognized deferred income tax assets/deferred income tax liabilities
Items Closing amount Opening amount
Deferred income tax assets:
Provision for assets impairment 8,459,053.84 4,819,079.54
Depreciation of fixed assets 11,973,373.90 9,501,888.63
Payroll payable 6,086,781.28 6,501,646.52
Fair value change gains and losses of trading financial assets 164,520.32 148,090.69
Unrecovered loss 2,240,937.40 2,032,351.34
Total 28,924,666.74 23,003,056.72
Deferred income liabilities:
Fair value changes on financial assets available for sale 4,891,338.97 6,268,824.89
Total 4,891,338.97 6,268,824.89
—Items of assets/liabilities leading to temporary difference and relevant amount:
Items Closing balance Opening balance
Deferred income tax assets:
Provision for assets impairment 54,978,452.59 31,469,905.02
Depreciation of fixed assets 79,688,338.30 63,345,924.23
Payroll payable 40,578,541.85 43,344,310.15
Fair value change gains and losses of trading financial assets 1,096,802.10 987,271.25
Unrecovered loss 8,963,749.61 8,129,405.37
Total 185,305,884.45 147,276,816.02
Deferred income liabilities:
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Fair value changes on financial assets available for sale 32,608,926.44 41,792,165.96
Total 32,608,926.44 41,792,165.96
16. Provision for assets impairment
Decrease in 2013
Opening Increase in Written- Written-off Other decrease
Items Closing balance
balance 2013 back amount
amount
Provision for bad debts of
accounts receivable 21,319,588.87 4,610,115.45 - 992,544.11 29,709.00 24,907,451.21
Provision for bad debts of
other receivables 1,031,215.74 616,512.33 - 106,552.50 - 1,541,175.57
Provision for falling price
of inventory 700,785.16 12,997,934.67 - - 2,266,300.48 11,432,419.35
Provision for impairment
of long-term investment 9,148,904.81 - - - - 9,148,904.81
Provision for impairment
of fixed assets 1,288,167.03 4,254,006.36 - - 1,288,167.03 4,254,006.36
Provision for impairment
of construction in process 2,103,083.08 3,695,984.29 - - 2,103,083.08 3,695,984.29
Total 35,591,744.69 26,174,553.10 - 1,099,096.61 5,687,259.59 54,979,941.59
Other decrease due to the Qinghai FSL Lithium Energy Exploitation Co., Ltd. has been transferred; the Company no longer
consolidates its balance sheet.
17. Other non-current assets
Items Closing balance Opening balance
Relevant items about purchasing land
41,755,700.00
and identifying land rights 41,755,700.00
Payment in advance of facilities 5,638,494.81 786,030.00
Total 47,394,194.81 42,541,730.00
18. Payroll payable
Items Closing balance Opening balance
Accounts payable 270,968,881.44 246,652,513.45
—There were no payments aged more than 3 years in the closing balance of accounts payable.
—Among the closing balance, accounts payables from shareholders with more than 5% (including 5%) of
the voting shares of the Company, please refer to Note IX.
19. Advance from customers
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Items Closing balance Opening balance
Advance from customers 45,620,298.34 19,632,316.50
—The closing balance of the advance from the customers is all advances on sales. There was no advance
from customers aged more than 3 years.
—The period-end balance of the advance from the customers has increased RMB 25,987,981.84, an increase
of 132.37% compared with the period-begin, which mainly due to the Company strengthen marketing LED
products in the reporting period, with the expansion of LED business, dealers’ payment in advance increased
accordingly.
—Among the closing balance of the advance from the customers, there was no advance from customers due
from shareholders with more than 5% (including 5%) of the voting shares of the Company.
20. Payroll payable
Items Opening balance Increase in 2013 Payment in 2013 Closing balance
Salary bonuses & allowance 55,870.00 356,347,192.80 356,337,778.43 65,284.37
Equity incentive fund 63,030,499.68 16,000,000.00 18,845,671.00 60,184,828.68
Employee welfare - 20,518,059.62 20,518,059.62 -
Labor union fee & personnel
education fund - 2,931,144.47 2,544,516.67 386,627.80
Social insurance - 52,215,684.19 52,215,684.19 -
Including: Medical
insurance - 17,357,938.11 17,357,938.11 -
Basic endowment insurance - 28,240,792.61 28,240,792.61 -
Unemployment insurance - 1,373,492.82 1,373,492.82 -
Injury insurance premium - 2,698,939.99 2,698,939.99 -
Pregnancy insurance - 2,544,520.66 2,544,520.66 -
Housing fund - 2,267,278.00 2,267,278.00 -
Total 63,086,369.68 450,279,359.08 452,728,987.91 60,636,740.85
—There was no payroll payable in arrears in the Company.
21. Taxes payable
As at 31 Dec. 2013, the Company’s balance of taxes payable is RMB 19,571,121.78, the details as below:
Taxes Closing balance Opening balance
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Corporate income tax 7,830,829.28 37,238,233.41
VAT 4,364,194.29 11,124,036.95
Other 7,376,098.21 10,629,777.26
Total 19,571,121.78 58,992,047.62
22. Other payables
Items Closing balance Opening balance
Other payables 35,613,570.14 37,085,568.58
—Among the closing balance, there were no other payables due from shareholders with more than 5%
(including 5%) of the voting shares of the Company.
—Please refer to Note IX for more details of related parties’ accounts payable in closing balance of other accounts
payable.
23. Other non-current liabilities
Items Closing balance Opening balance
Government grants
Including: governments grants related
to benefits 113,109.00 -
Governments grants related to assets 10,979,441.73 19,353,441.69
Total 11,092,550.73 19,353,441.69
—Government grants
Amount newly
Amount recorded Related to
Opening increased in the Other Closing
Items into non-operating assets/related
balance reporting decrease balance
income income
period
The project of electronic
Related to
energy-saving lamp
transformed from 9,852,274.95 - - - 9,852,274.95
assets
incandescence lamp
Project of lithium iron Related to
phosphate 4,400,000.00 - - 4,400,000.00
assets
Annual production of 2,750t
Related to
cathode materials of lithium 2,000,000.00 - - 2,000,000.00
battery assets
Production line of 50 million
Related to
energy-saving fluorescent 1,084,999.96 155,000.00 929,999.96
lamp assets
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Research project of key
Related to
technology on
industrialization of production 1,000,000.00 - - 1,000,000.00
assets
of 2000 ton LiFePO4/year
Project of FGD fly ash Related to
removal of furnace system 366,166.78 - 168,999.96 - 197,166.82
assets
Production project of ferrous Related to
sulfate lithium 500,000.00 - - 500,000.00
assets
Research of production Related to
technology of LiFePO4 150,000.00 - - 150,000.00
assets
No electrolytic capacitor drive
power supply technology Related
- 256,000.00 142,891.00 - 113,109.00
income
Total 19,353,441.69 256,000.00 466,890.96 8,050,000.00 11,092,550.73
—Other decreases were mainly because Qinghai Fozhao Lithium Ion Battery Cathode Materials Co., Ltd was
transferred ,therefore the company no longer consolidates its balance sheet.
24. Share capital
Opening amount Increase/decrease in 2013 Closing amount
Shares
Item Proportion Capitalizatio subject to Proportion
Number n of capital trading Other Subtotal Number
% %
reserve moratoriu
m listed
I. Shares
subject to
trading
moratorium
1. Shares
held by
domestic - - -675,675 -675,675 3,057,918 0.31
corporation 3,733,593 0.38
2．Shares
held by 131,815,68 131,815,68
foreign - - - - 13.47
corporation 5 13.47 5
3. Shares
held by -1,313,55 -1,313,55
domestic - - 329,778 0.03
natural 9 9
person 1,643,337 0.17
4. Shares
held by - - - -
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Opening amount Increase/decrease in 2013 Closing amount
Shares
Item Proportion Capitalizatio subject to Proportion
Number n of capital trading Other Subtotal Number
% %
reserve moratoriu
m listed
foreign
natural
person
Total shares
subject to 137,192,61 -1,989,23 -1,989,23 135,203,38
trading - - 13.82
moratorium 5 14.02 4 4 1
II. Shares
not subject
to trading - - - -
moratorium
1. RMB 616,150,09 1,989,23 1,989,23 618,139,32
ordinary - - 63.17
shares 3 62.96 4 4 7
2.
Domesticall 225,221,03
y listed 225,221,03
- - - - 23.02
foreign 7
shares 7 23.02
Total shares
not subject 841,371,13 1,989,23 1,989,23 843,360,36
to trading - - 86.18
moratorium 0 85.98 4 4 4
III. Total 978,563,74 978,563,74
shares - - - - 100.00
5 100.00 5
25. Capital reserve
Item Opening amount Increase in 2013 Decrease in 2013 Closing amount
Share premium 582,653,147.29 - - 582,653,147.29
Other capital reserve
42,942,609.78 - 8,001,649.86 34,940,959.92
Total
625,595,757.07 - 8,001,649.86 617,594,107.21
—In the decrease of capital reserve in 2013, of which was the Company holds 23,546,768 shares in total with the
fair value reaching RMB 62,634,402.88 at the end of the year, a decrease of RMB 9,183,239.52 compared with the
beginning. The Company made provision for deferred income tax liabilities of RMB 1,377,485.92 of which the
difference of RMB 7,805,753.60 recorded into capital reserve. .RMB 185,178.51 due to the Company purchase
25% share equity of Foshan Chansheng Electronic Ballast Co., Ltd., in Dec. 2013, the difference RMB
185,178.51 between equity purchase amount RMB 1,994,500.00 and the share of net assets RMB 1,809,321.49 of
newly obtained long-term equity investment at purchase date. RMB 10,717.75 due to the Company transferred
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Qinghai FSL Lithium Energy Exploitation Co., Ltd. The Company no longer consolidates its balance sheet,
thus the recognized capital reserves of RMB 10,717.75 of consolidated statements last year was reversed.
26. Surplus reserve
Item Opening amount Increase in 2013 Decrease in 2013 Closing amount
Statutory surplus
485,607,963.60 - - 485,607,963.60
reserves
Discretionary surplus
136,886,568.36 - - 136,886,568.36
reserve
Total
622,494,531.96 - - 622,494,531.96
—The Company’s accumulated amount of statutory surplus was over 50% of the registered capital, the
Company did not withdrew statutory net profit in current period.
27. Retained profit
Item Amount in 2013 Amount in 2012
Retained profit as at the end of last year before adjustment
723,452,942.14 606,584,375.02
Total opening retained profit adjusted
- -
Opening retained profit after adjustment
723,452,942.14 606,584,375.02
Plus: Net profit attributable to parent company for current
period 251,831,356.38 400,466,745.11
Less: Appropriation of statutory surplus reserves
38,957,241.74
Dividends distributed for ordinary shares
303,354,760.95 244,640,936.25
Closing retained profit
671,929,537.57 723,452,942.14
Of which: Cash dividends to be distributed
156,570,199.20 303,354,760.95
— In accordance with the profit distribution plan for the year 2013 approved by the Board of Directors on 23
Apr. 2014, the Company intends to distribute a cash dividend of RMB 1.6 (tax included) for every 10 shares
to all shareholders based on total share capital of 978,563,745 as at 31 Dec. 2013, with total cash dividends
distributed standing at RMB 156,570,199.20 (tax included). The said profit distribution plan needs to be
examined by the Shareholders’ General Meeting.
28. Operating income and operating cost
— Category of operating income and operating cost is listed as follows:
2013 2012
Item
Revenue Cost Revenue Cost
Main operation 2,500,948,588.28 1,874,719,042.97 2,176,503,375.04 1,610,406,277.08
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Others 25,731,222.25 15,588,747.67 25,407,356.85 20,023,200.86
Total 2,526,679,810.53 1,890,307,790.64 2,201,910,731.89 1,630,429,477.94
—Breakdown of main operation according to industries:
2013 2012
Item
Revenue Cost Revenue Cost
Lighting equipments and
2,500,948,588.28 1,874,719,042.97
lamps 2,156,602,294.62 1,598,108,805.64
Income from hotel - - 19,901,080.42 12,297,471.44
Total 2,500,948,588.28 1,874,719,042.97 2,176,503,375.04 1,610,406,277.08
—Breakdown of Lighting and lighting products in main operation
2013 2012
Item
Revenue Cost Revenue Cost
Domestic sales 1,680,415,391.83 1,292,521,996.08 1,545,865,235.81 1,150,406,736.91
Export sales 820,533,196.45 582,197,046.89 610,737,058.81 447,702,068.73
Total 2,500,948,588.28 1,874,719,042.97 2,156,602,294.62 1,598,108,805.64
—Top five customers in sales income:
Proportion in total operating revenue
Customer Operating revenue
(%)
Customer 1 164,909,812.52 6.52
Customer 2 70,491,399.83 2.79
Customer 3 53,945,797.44 2.14
Customer 4 50,855,558.20 2.01
Customer 5 44,226,390.04 1.75
Total 384,428,958.03 15.21
29. Taxes and associate charges
Item 2013 2012 Measurement basis
City maintenance and construction tax 15,839,647.85 12,465,024.44 7% of turnover tax
Educational surtax 11,340,427.38 8,973,081.55 3-5% of turnover tax
Business tax 1,148,891.62 1,791,328.69 5% of taxable income
Others - 4,379.86 -
Total 28,328,966.85 23,233,814.54
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
30. Selling expenses
Category 2013 2012
Transportation expenses 49,884,125.00 44,342,768.44
Service charges on promotion of
20,401,524.23
energy-saving products 7,823,647.86
Payroll 21,790,785.47 15,433,893.73
Business propagandize fee 18,643,715.42 18,846,712.50
Commission 2,464,474.74 3,519,809.08
Travel charge 5,681,601.46 5,199,349.68
Other 14,912,852.38 14,701,349.86
Total 133,779,078.70 109,867,531.15
31. Management expenses
Category 2013 2012
Employee payroll 105,418,134.95 86,467,067.44
Welfare fee 19,684,813.92 11,703,686.29
Depreciation charges 17,016,041.69 14,357,603.10
Tax expense 15,631,548.74 23,173,565.36
Office expenses 7,409,712.83 5,380,990.74
Expenses on amortization of intangible
4,177,812.27
assets 4,907,139.93
Land rent and management fee
6,029,313.67 4,762,629.60
Others 24,549,627.42 16,350,254.37
Total 199,917,005.49 167,102,936.83
32. Financial expense
Category 2013 2012
Interest expense - -
Less: Interest revenue 12,681,427.36 12,854,988.88
Exchange loss 7,022,097.90 655,904.94
Others 1,428,392.27 1,210,141.84
146
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total -4,230,937.19 -10,988,942.10
33. Assets Impairment Losses
Item 2013 2012
Bad debts losses 5,226,627.78 2,427,717.23
Impairment losses of inventory 12,997,934.67 700,785.16
Impairment losses of fixed assets 4,254,006.36 1,288,167.03
Impairment losses of construction in
process 3,695,984.29 2,103,083.08
Total 26,174,553.10 6,519,752.50
34. Gain and loss on the changes in fair value
Item 2013 2012
Income from changes in fair value of trading financial
-109,530.85 -84,637.47
assets
Total -109,530.85 -84,637.47
35. Investment income
Item 2013 2012
Income from long-term equity investments calculated by
cost method -1,000,000.00 22,597,413.70
Long-term equity investment calculated by equity method -12,820,601.90 -10,330,609.99
Investment income obtained through holding available-for-sale
financial assets 1,365,712.54 3,131,720.14
Investment income obtained through disposal of long-term
equity investment 3,603,422.34 192,291,073.85
Other
1,981,349.56 -
Total
-6,870,117.46 207,689,597.70
—Income from long-term equity investments calculated by cost method：
Investor 2013 2012
Xiamen Bank Co., Ltd.
- 14,571,414.00
Guangzhou Zhujiang Asset Management Company Limited
- 9,025,999.70
Foshan Fochen Road Development Company Limited
-1,000,000.00 -1,000,000.00
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total
-1,000,000.00 22,597,413.70
—Long-term equity investment calculated by equity method
Investor 2013 2012
Qinghai FSL Lithium Energy Exploitation Co., Ltd.
-12,543,975.96 -3,359,139.69
Guangdong Fozhao Guoxuan Power Energy Co., Ltd.
-276,625.94 -6,971,470.30
Total
-12,820,601.90 -10,330,609.99
—Investment income obtained through disposal of available-for-sale financial assets
Investor 2013 2012
China Everbright Bank 1,365,712.54 3,131,720.14
Total 1,365,712.54 3,131,720.14
—Investment income obtained through disposal of long-term equity investment
Investor 2013 2012
Foshan Gaoming Fuwan Landscape Resort Co., Ltd. 192,291,073.85
Qinghai FSL Lithium Ion Battery Cathode Materials Co.,
-4,877,695.00 -
Ltd
Shenzhen Liangke Venture Capital Company Limited 8,481,117.34 -
Total 3,603,422.34 192,291,073.85
—Other
Item 2013 2012
Interest income from the entrustment loan to
Qinghai Fozhao Lithium Energy Exploitation Co.,
Ltd. 1,981,349.56 -
Total 1,981,349.56 -
36. Non-operating income
Amount recorded into
Item 2013 2012 current non-operating
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
income
Total gains from disposal of
16,855,838.60 290,921.39 16,855,838.60
non-current assets
Including: Gains from disposal of fixed
assets 69,339.39 290,921.39 69,339.39
Gains from disposal of intangible
assets 16,786,499.21 - 16,786,499.21
Government subsidies on energy saving 54,247,540.40
products - -
Government subsidy 1,031,790.96 1,633,073.56 1,031,790.96
Accounts payable that irrecoverable due
to the creditor - 102,246.09 -
Other 1,886,070.17 1,130,593.80 1,886,070.17
Total
74,021,240.13 3,156,834.84 19,773,699.73
—Government subsidy on energy saving products was the central government subsidy that the Company
obtained for promoting national efficient lighting products. The Company respectively won the bidding of
National Efficient Lighting Products Promotion Project and Fiscal Subsidy Promotion Project of 2012/2013
Annual Semiconductor Lighting Products in Jul. 2012 and Oct. 2012. According to the spirit of documents
of the Notice of The State Council Printed and Distributed about Comprehensive Work Plan of Energy
Saving and Emission Reduction (GF [2007] No. 15) and Efficient Lighting Products Promotion Subsidy
Money Management Interim Measures (CJ [2007] No. 1027) issued by Ministry of Finance and NDRC, the
Central Government sets up special fund, with the method of indirect subsidy to terminal customers, gives
subsidy to bid-winning enterprises, and the bid-winning enterprises sell to the terminal customers at the
price that the bid-winning enterprises according to the winning agreement supply price minus fiscal subsidy,
that is the Company’s promotion of efficient lighting products sale income is divided into two parts:
income obtains from the payment of the terminal users and payment from the fiscal subsidy. Terminal users
include bulk users and urban and rural resident users. Each efficient lighting product of bulk users, the
Central Government gives subsidy according to 30% of the winning agreement supply price, each efficient
lighting product of urban and rural resident users, the Central Government gives subsidy according to 50%
of the winning agreement supply price. According to the stipulations of Announcement on the Related
Issues of Vat of Central Government Subsidy issued by State Administration of Taxation and the
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
interpretation of Announcement on the Related Issues of Vat of Central Government Subsidy issued by
General Office of State Administration of Taxation, for the part obtained from Central Government Subsidy,
in line with the new regulations of State Administration of Taxation, which do not belong to the VAT
taxable income. Thus, the Company will record the 2013 fiscal subsidy for efficient lighting products into
non-operating income excluding the payment of VAT.
—Items of government grants are listed as follows:
Related to assets/
Item 2013 2012 related to income
Fiscal subsidy for promotion projects of efficient Related to income
537,765.06
lighting products
Special development funds of international market in Related to income
221,000.00
Guangdong province
Project of FGD fly ash removal of furnace system 168,999.96 168,999.96 Related to income
Production line of 50 million energy-saving fluorescent Related to income
155,000.00 155,000.04
lamp
Reward for big tax-payer 100,000.00 Related to income
2011 special funds for energy-saving from province 90,000.00 Related to income
Project funds of Foshan supporting economic Related to income
200,000.00
development
No electrolytic capacitor drive power supply technology 142,891.00 Related to income
Reward for well-known trademark 100,000.00 Related to income
Other scattered government grants 264,900.00 360,308.50 Related to income
Total
1,031,790.96 1,633,073.56
37. Non-operating expense
Amount recorded into
Item current non-operating
2013 2012 income
Disposal of fix assets losses 11,040,784.18 9,936,458.71 11,040,784.18
Donation 6,430,000.00 6,430,000.00
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Other 2,825,031.19 4,508,472.89 2,825,031.19
Total 20,295,815.37 14,444,931.60 20,295,815.37
38. Income tax expense
Item 2013 2012
Current income tax expense 52,785,771.56 73,288,228.84
Deferred income tax expense -5,921,610.02 -1,455,063.60
Total 46,864,161.54 71,833,165.24
39. Earnings per share
Item 2013 2012
Basic earnings per share 0.26 0.41
Diluted earnings per share 0.26 0.41
—The EPS data above were measured as per the “Compilation Rule No. 9 for Information Disclosure by
Companies Offering Securities to the Public—Measurement and Disclosure of ROE and EPS” (Revised in
2010), with the measurement process as follows:
Item Serial No. Current period Last period
Numerator:
Net profit attributalbe to common shareholders of
1 251,831,356.38 400,466,745.11
the Company
Extraordinary gain/loss in the net profit
attributalbe to common shareholders of the 2 4,739,173.85 160,410,299.83
Company after income tax effects
Net profit attributalbe to common shareholders of
3=1-2 247,092,182.53 240,056,445.28
the Company after extraordinary gain/loss
Denominator:
Opening total shares 4 978,563,745 978,563,745
Additional shares due to shift from capital
5 - -
reserve or dividend shares
Additional shares due to new issue or shift from
6 - -
liabilities in the reporting period
Months after new issue or shift from liabilities to
7 - -
shares to the period-end
Decreased shares due to buy-back in the
8 - -
reporting period
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Item Serial No. Current period Last period
Decreased shares due to share dilution in the
9 - -
reporting period
Months after the share decrease to the period-end 10 - -
Months of the reporting period 11 12 12
12=4+5+6*7/1
Weighted average issued common shares 978,563,745 978,563,745
1-8*10/11-9
Basic EPS (net profit attributalbe to common
13=1/12 0.26 0.41
shareholders of the Company)
Basic EPS (net profit attributalbe to common
shareholders of the Company after extraordinary 14=3/12 0.25 0.25
gain/loss)
Diluted potential common share interest
15 - -
recognized as expenses
Income tax rate 16 15% 15%
Shift expenses 17 - -
Additional shares due to stock warrants and
18 - -
option excercise
19=[1+(15-17)
Diluted EPS (net profit attributalbe to common
*(1-16)]/(12+1 0.26 0.41
shareholders of the Company)
8)
Diluted EPS (net profit attributalbe to common 20=[3+(15-17)
shareholders of the Company after extraordinary *(1-16)]/(12+1 0.25 0.25
gain/loss) 8)
40. Other comprehensive income
Items 2013 2012
1. Gain/(loss) arising from available-for-sale financial assets -9,183,239.52 4,002,950.56
Less: Effects of income tax generating from available-for-sale financial -1,377,485.92 600,442.58
assets
Net amount transferred into profit and loss in the current period that recorded - -
into other comprehensive income in previous period
Subtotal
-7,805,753.60 3,402,507.98
2. Other
- -
Less: Effects of income tax generating from other recorded into other - -
comprehensive income
152
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Net amount transferred into profit and loss in the current period that recorded - -
into other comprehensive income in previous period
Subtotal - -
Total
-7,805,753.60 3,402,507.98
41. Other cash received relating to operating activities
Other cash received relating to operating activities is RMB 16,859,582.99 in 2013, main items are as below:
Item Amount
Deposit interest 11,907,769.84
Income from property and rental of equipment 2,245,893.98
Income from subsidy 784,700.00
42. Other cash paid relating to operating activities
Other cash paid relating to operating activities is RMB 154,518,259.85 in 2013, main items are as below:
Item Amount
Transport charges 49,884,125.00
Expense for energy saving product promotion 20,401,524.23
Advertising expense 18,643,715.42
Office expense 7,409,712.83
Land lease and administration expense 6,029,313.67
Advertising expense 6,307,120.19
Travel expense 5,681,601.46
Commission 2,464,474.74
43. Other cash paid relating to investment activities
Other cash received relating to investment activities is RMB 41,710,000.00 in 2013, main items are as
below:
Item Amount
Cash deposit regained for land bidding 41,710,000.00
44. Supplemental information of cash flow statement
Supplemental information 2013 2012
1. Reconciliation of net profit to net cash flows generated from
operating activities
Net profit 252,284,967.85 400,229,859.26
153
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Supplemental information 2013 2012
Add: Provision for impairment of assets 26,174,553.10 6,519,752.50
Depreciation of fixed assets 83,574,972.81 92,356,468.07
Amortization of intangible assets 4,177,812.27 4,907,139.93
Amortization of long-term deferred expense - -
Losses on disposal of property, plant and equipment,
-5,815,054.42 385,214.31
intangible assets and other long-term assets (gains: negative)
Losses on retirement of fixed assets - 9,513,614.72
Losses from variation of fair value 109,530.85 84,637.47
Financial cost 3,852,637.98 386,339.63
Investment loss (gains: negative) 6,870,117.46 -207,689,597.70
Decrease in deferred income tax assets
-5,921,610.02
(“+” means increase) -1,455,063.60
Increase in deferred income tax liabilities
-
(“-” means decrease)
Decrease in inventory (increase: negative) -96,501,258.95 57,879,761.90
Decrease in accounts receivable from operating activities
-24,641,328.86
(increase: negative) -86,577,439.76
Increase in payables from operating activities
-39,408,458.19
(decrease: negative) 160,856,165.33
Net cash flows generated from operating activities 204,756,881.88 437,396,852.06
2. Net increase in cash and cash equivalents
Closing balance of cash 897,675,824.22 985,450,890.74
Less: opening balance of cash 985,450,890.74 690,691,751.15
Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase in cash and cash equivalents -87,775,066.52 294,759,139.59
—Information about disposal of subsidiaries in this period
Item 2013 2012
Information about disposal of subsidiaries
154
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
1. Price of disposing subsidiaries and other operating entities 18,638,527.49 317,050,000.00
2．Cash and cash equivalents obtained from disposal of subsidiaries and
18,638,527.49
other operating entities 315,073,197.79
Less：Cash and cash equivalents held by subsidiaries and other operating
17,603,419.59 21,421,595.65
entities
3．Net value of cash obtained from disposal of subsidiaries and other
1,035,107.90 293,651,602.14
operating entities
4．Net profit of disposed subsidiaries
Current assets 21,791,422.00 22,775,083.32
Non-current assets 21,571,518.69 102,219,114.54
Current liabilities 5,464,345.06 2,212,073.91
Non-current liabilities 8,050,000.00 -
—Cash and cash equivalents
Items Closing balance Opening balance
I. Cash
897,675,824.22 985,450,890.74
Including: Cash on hand
6,626.15 4,646.82
Bank deposit on demand
891,208,601.93 980,371,648.14
Other monetary funds on demand
6,460,596.14 5,074,595.78
II. Cash equivalent
Including: Bond investment due in three months
III. Closing balance of cash and cash equivalents 897,675,824.22 985,450,890.74
IX. Related Parties and Related Party Transaction
Relationship between related parties
—Related parties with controlling relationship with the Company
—Related parties with controlling relationship with the Company are as follows:
Relationship
Registration Organization Legal
Name Main business with the
place code representative
Company
155
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Relationship
Registration Organization Legal
Name Main business with the
place code representative
Company
Foshan Chansheng 64 Fenjiang
Manufacturing electronic ballasts,
Electronic Ballast North Road, electronic transformers and electronic Subsidiary 75207544-3 Pan Jie
triggers.
Co., Ltd. Foshan
Foshan Chanchang Cangjiang
Production and operation of lamps,
Electric Appliance Industrial Park, electric light source products and
Subsidiary 77920377-5 Pan Jie
(Gaoming) Co., Gaoming accessories, installation and related
engineering and consulting business.
Ltd. District, Foshan
Foshan Taimei Cangjiang Research, development, production
Industrial Park, and sales of lighting, household
Times Lamps and appliances and accessories and other Subsidiary 78203558-1 Pan Jie
Gaoming
Lanterns Co., Ltd. District, Foshan lighting products.
Production of energy-saving
Nanjing Fozhao
photoelectric source products, lamps
Lighting Honglan Town, and lanterns, light source equipments,
illumination engineering;
Components Lishui County, Subsidiary 74539880-X Pan Jie
technological development of
Manufacturing Co., Nanjing energy-saving and production of
relevant components; sales of
Ltd.
self-production products
R&D and sale of electrical appliances,
lighting, and mechanical and
electronic products, construction and
maintenance of lighting and electrical
No.19,
and mechanical engineering design,
Hengchang
intelligent building engineering
Foshan Electrical & Road, Fuwan
design, construction and technical
Engineering Co., Industrial Park, Subsidiary 68638090-8 Pan Jie
services, energy saving project
Ltd. Hecheng Street,
investment, energy-saving design and
Gaoming
consulting, energy conservation
District, Foshan
project construction, energy-saving
services, contract energy management
and technical services and evaluation
of energy saving projects.
428, Office
Production and sales of electric light
Building, source equipment and electric light
Foshan Electrical &
Management source products, sales of accessories
Lighting (Xinxiang) of electric light source, electric light Subsidiary 68818685-0 Pan Jie
Board, Henan source materials, electric engineering
Co., Ltd.
Xinxiang materials, accessories for motor
vehicles, lamps and components
Industrial Park
Financing lease, lease, consultancy
and guarantee of lease; financing lease
Guangdong Fozhao 64 Fenjiang
of new-energy mobile and main
Financial Leasing North Road, Subsidiary 57641298-0 Pan Jie
components, lighting and
Co., Ltd. Foshan
energy-saving products, as well as
some project
156
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Relationship
Registration Organization Legal
Name Main business with the
place code representative
Company
R&D and production of electric light
source products, equipment, fittings,
electrical materials, automobile
FSL Lighting Nan Hai Wu components, home appliances, socket
Equipment Co., Zhuang outlets, power switches, Liu
Subsidiary 06851850-0
Ltd. Industrial Park, fire-protection products, ventilation Xingming
Foshan equipment, LED products, etc.;
domestic trade, import and export of
technology and goods
——Registered capital of related parties existing controlling relationship with the Company and its change
Name Opening amount Increase in 2013 Decrease in 2013 Closing amount
Foshan Chansheng Electronic Ballast
Co., Ltd. 1,000,000.00 - - 1,000,000.00
Foshan Chanchang Electric
Appliance (Gaoming) Co., Ltd. 72,782,944.00 - - 72,782,944.00
Foshan Taimei Times Lamps and
Lanterns Co., Ltd. 500,000.00 - - 500,000.00
Nanjing Fozhao Lighting
Components Manufacturing Co., Ltd. 41,683,200.00 - - 41,683,200.00
Foshan Electrical & Engineering Co.,
Ltd. 5,000,000.00 45,000,000.00 - 50,000,000.00
Foshan Electrical & Lighting
(Xinxiang) Co., Ltd. 10,000,000.00 25,418,439.76 - 35,418,439.76
Guangdong Fozhao Financial
Leasing Co., Ltd. 200,000,000.00 - - 200,000,000.00
FSL Lighting Equipment Co., Ltd.
- 15,000,000.00 - 15,000,000.00
——Shares or equity held by related parties existing controlling relationship with the Company and its
change
Decreas
Opening Proportion Increase in Closing Proportion
Name e in
amount (%) 2013 amount (%)
2013
Foshan Chansheng Electronic
Ballast Co., Ltd. 750,000.00 75.00 250,000.00 - 1,000,000.00 100.00
Foshan Chanchang Electric
Appliance (Gaoming) Co., Ltd. 50,948,060.84 70.00 - - 50,948,060.84 70.00
Foshan Taimei Times Lamps and
Lanterns Co., Ltd. 350,000.00 70.00 - - 350,000.00 70.00
157
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Decreas
Opening Proportion Increase in Closing Proportion
Name e in
amount (%) 2013 amount (%)
2013
Nanjing Fozhao Lighting
Components Manufacturing Co.,
Ltd. 41,683,200.00 100.00 - - 41,683,200.00 100.00
Foshan Electrical & Engineering
Co., Ltd. 5,000,000.00 100.00 45,000,000.00 - 50,000,000.00 100.00
Foshan Electrical & Lighting
(Xinxiang) Co., Ltd. 10,000,000.00 100.00 25,418,439.76 - 35,418,439.76 100.00
Guangdong Fozhao Financial
Leasing Co., Ltd. 200,000,000.00 100.00 - - 200,000,000.00 100.00
FSL Lighting Equipment Co.,
Ltd.
- - 15,000,000.00 - 15,000,000.00 100.00
—Related parties without controlling relationship with the Company
—Joint venture
Voting
rights
Name of
Enterprise Registered Corporate Business Registered Shareholding ration Organization
invested Relation
type place representative nature capital ratio in code
entity
invested
entity
Integrated
Qinghai
development
FSL
Company and
Lithium 100 Joint-stock
of limited Qinghai Zhong Xincai utilization of 38% 38% 69918800-2
Energy nillion company
liability salt lake
Exploitation
brine
Co., Ltd.
resource.
R&D,
Guangdong
production
Fozhao
Company and sales of
Guoxuan Joint-stock
of limited Qinghai Li Zhen lithium ion 50 million 50% 50% 57787827-2
Power company
liability battery and
Energy Co.,
its control
Ltd.
system
—Other related parties
Name of related parties Relationship with the Company
Prosperity (Hangzhou) Lighting and Electrical Co.,
Company controlled by related natural person
Ltd.
Hangzhou Times Lighting and Electrical Co., Ltd. Company controlled by related natural person
158
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Prosperity Electrical (China) Co., Ltd. Company controlled by related natural person
Prosperity Lamps and Components Ltd. Shareholder owning over 5% shares
Prosperity (Xinxiang) Electro-Optical Machinery
Company controlled by related natural person
Co., Ltd
Prosperity (Xinxiang) Lighting Machinery Co., Ltd. Company controlled by related natural person
Acting-in-concert party of a corporation with a stake over 5% in the
OSRAM (China) Lighting Co., Ltd.
Company
Acting-in-concert party of a corporation with a stake over 5% in the
OSRAM Asia Pacific Ltd. Company
Prosperity Xiteke Lighting (Langfang) Co., Ltd. Company influenced by related natural person
Qinghai Salt Lake Fozhao Lanke Lithium Industry
Subsidiary of joint venture
Co., Ltd.
Company of which family member of Chairman of the Board has
Foshan Hongbang Lighting Appliance Co., Ltd.
shareholding
Foshan Nanhai Guangming Electric Appliance Co.,
Company controlled by family member of Chairman of the Board
Ltd.
Foshan Feidelun Electric Co., Ltd. Company controlled by family member of Chairman of the Board
Xiamen Jiandawei Optoelectronics Technology Co.,
Company controlled by family member of Chairman of the Board
Ltd.
Foshan Gaoming Ruibeike Electricity-lights Company of which family member of Chairman of the Board has
Material Co., Ltd. indirect shareholding
Nanjing Kaixiang Electricity-lights Lighting Co., Company of which family member of Chairman of the Board has
Ltd. shareholding
Swanki (Foshan) Electric Corporation Company controlled by family member of Chairman of the Board
Zlamp (Foshan) Enterprise Co., Ltd. Company controlled by family member of Chairman of the Board
Foshan Chancheng Haolin Lighting Appliance
Company controlled by family member of Chairman of the Board
Department
Foshan Gaoming Shijia Lighting Co., Ltd. Company controlled by family member of Chairman of the Board
Related transaction
—Purchase of raw materials
Content of Pricing method 2013 2012
Name of enterprise related and decision Proportion Proportion
Amount Amount
transaction procedure of in sale of in sale of
Prosperity Lamps and Purchase of related the current the current
Market price
transaction
Components Ltd. materials 7,001,541.05 period period
Prosperity Electrical Purchase of
Market price 1,628,235.52 0.12%
(China) Co., Ltd. materials 31,059,474.48 1.93%
159
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Content of Pricing method 2013 2012
Name of enterprise related and decision Proportion Proportion
Amount Amount
transaction procedure of in sale of in sale of
related the current the current
Prosperity Xiteke
Purchase of
Lighting (Langfang) transaction
Market price period period
materials
Co., Ltd. 1,352,030.64 0.08%
OSRAM (China) Purchase of
Market price
Lighting Co., Ltd. materials 62,400.00 0.00%
Prosperity (Xinxiang)
Purchase of
Electro-Optical Market price
materials
Machinery Co., Ltd 29,709.50 0.00%
Prosperity (Xinxiang)
Purchase of
Lighting Machinery Market price
materials
Co., Ltd. 3,435.90 0.00%
Hangzhou Times
Purchase of
Lighting Appliance Market price 32,478.63 0.00%
materials
Co., Ltd. 22,822.21 0.00%
Foshan Hongbang
Purchase of
Lighting Appliance Market price - - 23,717.95 0.00%
materials
Co., Ltd.
Foshan Nanhai
Purchase of
Guangming Electric Market price - - 3,992,938.50 0.29%
materials
Appliance Co., Ltd.
Foshan Feidelun Purchase of
Market price - - 8,932,306.42 0.66%
Electric Co., Ltd. materials
Xiamen Jiandawei
Purchase of
Optoelectronics Market price - - 2,072,667.92 0.15%
materials
Technology Co., Ltd.
Nanjing Kaixiang
Purchase of
Electricity-lights Market price - - 3,099,033.79 0.23%
materials
Lighting Co., Ltd.
Swanki (Foshan) Purchase of
Market price - - 32,188.03 0.00%
Electric Corporation materials
Zlamp (Foshan) Purchase of
Market price - - 185,963.58 0.01%
Enterprise Co., Ltd. materials
Total 39,531,413.78 2.45% 19,999,530.34 1.47%
—Sale of products
Name of enterprise Content of Pricing method 2013 2012
160
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
related and decision Proportion Proportion
transaction procedure of in sale of in sale of
Amount Amount
related the current the current
transaction period period
Prosperity Lamps and Sale of
Market price 53,945,797.44 2.16% 56,256,978.74 2.55%
Components Ltd. products
Prosperity
(Hangzhou) Lighting Sale of
Market price 4,401,210.70 0.18% 4,981,340.14 0.23%
and Electrical Co., products
Ltd.
Prosperity Electrical Sale of
Market price 1,114,611.61 0.04% 1,513,877.09 0.07%
(China) Co., Ltd. products
OSRAM (China) Sale of
Market price 10,441,638.78 0.42% 13,547,174.42 0.62%
Lighting Co., Ltd. products
OSRAM Asia Pacific Sale of
Market price 11,666,807.92 0.47% 1,552,981.26 0.07%
Ltd. products
Foshan Hongbang
Sale of
Lighting Appliance Market price - - 5,049,521.65 0.23%
products
Co., Ltd.
Foshan Feidelun Sale of
Market price - - 5,487,986.66 0.25%
Electric Co., Ltd. products
Nanjing Kaixiang
Sale of
Electricity-lights Market price - - 1,983,044.01 0.09%
products
Lighting Co., Ltd.
Swanki (Foshan) Sale of
Market price - - 1,137,216.50 0.05%
Electric Corporation products
Zlamp (Foshan) Sale of
Market price - - 1,366,176.14 0.06%
Enterprise Co., Ltd. products
Foshan Chancheng
Haolin Lighting Sale of
Market price - - 171,422.25 0.01%
Appliance products
Department
Foshan Gaoming
Sale of
Shijia Lighting Co., Market price - - 265,280.68 0.01%
products
Ltd.
Total 81,570,066.45 3.27% 93,312,999.54 4.24%
—Purchase of fixed assets
Pricing method 2013 2012
Content of and decision Proportion in Proportion in
Name of enterprise related procedure of purchase of purchase of
Amount Amount
transaction related the current the current
transaction period period
161
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Prosperity Lamps
Purchase of
and Components Market price 7,729,555.20 23.18% 1,765,550.71 6.63%
equipment
Ltd.
Guangdong Fozhao
Purchase of
Guoxuan Power Market price - -
fix assets
Energy Co., Ltd. 2,521,367.52 7.56%
Prosperity
(Xinxiang) Purchase of
Market price - - 148,679.49 0.56%
Electro-Optical equipment
Machinery Co., Ltd
Prosperity
Purchase of
(Xinxiang) Lighting Market price 876,239.32 2.63% 32,718.66 0.12%
equipment
Machinery Co., Ltd.
Total 11,127,162.04 33.37% 1,946,948.86 7.31%
— Payment of selling commission
—The Agreement on Products Sales Commission and Supplementary Agreement were signed between the
Company and Prosperity Lamps and Components Ltd., in which the Company should pay product sales
commission to Prosperity Lamps and Components Ltd. according to a certain percentage (between 3% and
5%) of the actual amount of goods purchased from the Company. In 2013 and 2012, the Company paid
selling commission RMB 2,052,070.96 and RMB 2,888,006.72 respectively.
—Entrust loan
—The Company entrusted Foshan Branch of China Minsheng Banking Co., Ltd. with distributing entrust
loan RMB 43,320,000, annual interest rate 5.6% to Qinghai FSL Lithium Energy Exploitation Co., Ltd. As
of 31 Dec. 2013, the Company has reclaimed the entrusted loan and charged interest of RMB 1,981,349.56.
—Collection of rent and charges for water and electricity
Name of entity Rent Charges for water and electricity
Guangdong Fo Zhao Guo Xuan Power Battery Co., Ltd. 222,120.00 58,023.24
—Balance of accounts receivable of related parties
Closing amount Opening amount
Related parties Bad debt Bad debt
Book balance Book balance
provision provision
Accounts receivable
Prosperity (Hangzhou) Lighting and
2,100,275.77 126,016.55 806,749.31 48,404.96
Electrical Co., Ltd.
Prosperity Electrical (China) Co., Ltd. 561,151.46 33,669.09 456,177.84 27,370.67
162
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
OSRAM (China) Lighting Co., Ltd. 3,090,949.47 185,456.97 3,488,281.07 209,296.86
Prosperity Lamps and Components Ltd. 9,415,621.92 564,937.32 9,094,765.88 545,685.95
OSRAM Asia Pacific Ltd. 5,261,448.50 315,686.91 292,505.17 17,550.31
Other receivables
Guangdong Fozhao Guoxuan Power Energy
- 20,567.97
Co., Ltd. - 342,799.42
—Balance of accounts payable of related parties
Related parties Closing amount Opening amount
Accounts payable
Prosperity Lamps and Components Ltd. 573,328.59 -
Prosperity Electrical (China) Co., Ltd. 1,649,840.46 -
Hangzhou Times Lighting and Electrical Co., Ltd. 9,830.77 -
Zlamp (Foshan) Enterprise Co., Ltd. - 26,272.39
Foshan Nanhai Guangming Electric Appliance Co., Ltd. - 23,686.61
Other accounts payable
Prosperity (Xinxiang) Lighting Machinery Co., Ltd. 7,400.00 -
Guangdong Fozhao Guoxuan Power Energy Co., Ltd. - 300.00
X. Contentious matter
The Company respectively received three batches of Citation, Notice of Apperance and other relevant legal
documents from Guangzhou Intermediate Peoples Court on 17 Sep. 2013 , 7 Jan. 2014 and 13 Mar 2014. The
Guangzhou Intermediate Peoples Court had accepted and heard a total of 1303 cases of civil lawsuits to the
Company about Securities False Statement Liability Disputes. 1303 plaintiffs respectively instituted lawsuits to
Guangzhou Intermediate Peoples Court and required the Company to bear civil liability and pay the
compensation about the aforesaid Information disclosure violations. the claim amount of above 1303 cases was
RMB 183,048,363.75 and HKD 628,480.63, of which the amount of prosecute the Company and part of the
directors, executive officers at the same time the company and part of the directors, executive officers was
RMB3,075,466.21 and HKD 10,622.68. As the report issue date, the cases have not yet been heard.
163
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
XI. Commitments
As of 31 Dec. 2013, the Company did not have significant commitment to be disclosed.
XII. Events after the Balance Sheet Date
Preplan for profit distribution
In accordance with the preplan on profit distribution for the year 2013 approved by the Board of Directors on
23 Apr. 2014, based on total share capital of 978,563,745 shares as at 31 Dec. 2013, the Company intends to
distribute a cash dividend of RMB 1.6 (tax included) for every 10 shares to all shareholders, totaling RMB
156,570,199.20 (tax included) in cash. The said preplan on profit distribution shall be implemented under the
approval by the Shareholders’ General Meeting.
XIII. Other significant events
Stock incentive fund
The proposal on establishing stock incentive mechanism for middle and senior management staff was
approved at the shareholders’ general meeting 2001 held on 16 May 2002, of which, with annual net return
on equity being 000% as KPI, if only the annual net return on equity could reach to 000%, the stock
incentive funds shall be appropriated based on 000% of net profit, withdrawal percentage of inventive fund
will be increased simultaneously with the growth ratio of net return on equity. Such proposal had started to
implement from the fiscal year of 2001. The stock incentive fund of RMB 16 million was withdrawn for the
year then ended.
Particulars on performance completion of joint stock company Hefei Guoxuan High-tech Power
Energy Co., Ltd.
In Jul. 2010 the Equity Transfer Agreement signed by the Company and Hefei Guoxuan High-tech Power
Energy Co., Ltd. stipulated that the target company Hefei Guoxuan High-tech Power Energy Co., Ltd.’s
average annual profits of three years from Jul. 2010 to Jun. 2013 was RMB 100 million, that is, total net
income RMB 300 million. According to the Explanation of the Particulars of performance completion of joint
stock company Hefei Guoxuan High-tech Power Energy Co., Ltd. issued by Hua Pu Tian Jian Certified
Public Accountants on15 Sep. 2013, the target company Hefei Guoxuan High-tech Power Energy Co., Ltd.
had completed the agreement.
XIV. Notes to the Financial Statements of Parent Company
1. Accounts receivable
Net account receivable as at 31 Dec. 2013 stands at RMB 428,330,282.09, which is detailed as follows according to varieties:
Closing balance Opening balance
Item
Book balance Bad debt provision Book balance Bad debt provision
164
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Proportion Proportion Proportion Proportion
Amount Amount Amount Amount
(%) (%) (%) (%)
Accounts
receivable with - - - - - - - -
significant single
amount receivable with significant single amount
Accounts
Combinations of
ordinary 405,953,943.93 89.68 24,357,236.63 6.00 342,362,672.46 89.27 20,541,760.35 6.00
businesses
Combinations of
internal 46,733,574.79 10.32 - - 41,135,699.60 10.73 - -
businesses
Subtotal of
combinations 452,687,518.72 100.00 24,357,236.63 5.38 383,498,372.06 100.00 20,541,760.35 5.36
Accounts
receivable with - - - - - - - -
insignificant
Total
single amount 452,687,518.72 100.00 24,357,236.63 5.38 383,498,372.06 100.00 20,541,760.35 5.36
allotted
—Aging analysis of balances of accounts receivable allotted for bad debt provisions by balance-percentage
individually for
method in combinations:
provisions
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Age
Proportion Proportion Proportion Proportion
Amount Amount Amount Amount
(%) (%) (%) (%)
Within 1 96.65 23,541,961.24
6.00 334,314,599.78 97.66 20,058,875.99 6.00
year
392,366,020.60
1-2 years 8,237,973.75 2.03 494,278.42 6.00 6,889,843.55 2.01 413,390.61 6.00
2-3 years 4,757,260.70 1.17 285,435.64 6.00 1,109,827.23 0.32 66,589.63 6.00
Over 3 years 592,688.88 0.15 35,561.33 6.00 48,401.90 0.01 2,904.12 6.00
Total 405,953,943.93 100.00 24,357,236.63 6.00 342,362,672.46 100.00 20,541,760.35 6.00
—Accounts receivable actually cancelled after verification in the current period
Arising from
Nature of Amount
Reason for related
Name of entity account cancelled after
cancellation transactions or
receivable verification
not
Loan estimated No
Hebei Jinfen Trading Co., Ltd. 976,761.92
Scattered arrears of small amount Loan estimated No
15,782.19
165
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Total 992,544.11
—The top five entities owing accounts receivable
Closing amount Opening amount
Item Amount Proportion Amount Proportion
Total amount and proportion of the top 158,202,652.58 34.95% 106,864,279.23 27.86%
—Main entities owing accounts receivable
five entities owing arrears
Relation with the Proportion in accounts
Rank Arrear amount Age
Company receivable
Non-related
No.1 92,052,841.24 With 1 year 20.33%
relationship
Non-related
No.2 35,264,887.89 With 1 year 7.79%
relationship
Related
No.3 11,980,483.31 With 1 year 2.65%
relationship
Related
No.4 9,488,818.22 With 1 year 2.10%
relationship
Non-related
No.5 9,415,621.92 With 1 year
relationship 2.08%
Total 158,202,652.58 34.95%
2. Other receivables
Net amount of other receivables as at 31 Dec. 2013 stands at RMB 71,612,354.13, which is detailed as
follows according to types:
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Items
Amount Proportion Amount Proportion Amount Proportion Amount Proportion
(%) (%) (%) (%)
Other receivables with
- - - - 41,710,000.00 50.35 - -
significant single
Other receivables allotted in combination for bad debt provisions
Combinations of 22,650,649.31 31.04 1,359,038.95 6.00 11,445,824.68 13.82 686,749.49 6.00
ordinary businesses
Combinations of 50,320,743.77 68.96 - - 29,574,234.18 35.70 - -
internal businesses
Subtotal of 72,971,393.08 100.00 1,359,038.95 1.86 41,020,058.86 49.52 686,749.49 1.67
combinations
Other receivables with
- - - - 106,552.50 0.13 106,552.50 100.00
insignificant single
amount allotted 72,971,393.08 100.00 1,359,038.95 1.86 82,836,611.36 100.00 793,301.99 0.96
individually for bad debt
—Within the combination, analysis of accounts receivable that make provision for losses by balance
provisions
166
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
percentage method:
Closing balance Opening balance
Book balance Bad debts provision Book balance Bade debts provision
Account age Withdrawal Withdrawal
Proportion Proportion
Amount Amount proportion Amount Amount proportion
(%) (%)
(%) (%)
Within 1
21,660,380.27 95.63 1,299,622.82
6.00 8,445,314.98 73.79 506,718.90 6.00
year
1-2 years 114,694.08 0.50 6,881.63 6.00 2,496,171.43 21.81 149,770.29 6.00
2-3 years 486,435.49 2.15 29,186.13 6.00 170,809.63 1.49 10,248.58 6.00
Over 3 years 389,139.47 1.72 23,348.37 6.00 333,528.64 2.91 20,011.72 6.00
Total 22,650,649.31 100.00 1,359,038.95 6.00 11,445,824.68 100.00 686,749.49 6.00
—The actual written-off accounts receivable during the current period
Type of other Reasons of written-off Whether arising from
Name of company Written-off amount
accounts receivable receivables related transactions
Fangcheng County Yuli Loan of payment Estimatedly
106,552.50 No
Glass Tube Co., Ltd in advance uncollectible
—Particulars of other accounts receivable on top five units in debt
Closing balance Opening balance
Item
Amount Proportion Amount Proportion
Total of the top five units in debt and
61,567,828.54 84.37% 69,918,577.77 84.40%
proportion
—Main units of other accounts receivable
Relationship with Proportion to accounts
Ranking of units Amount in arrear Ages
the Company receivable
Related 18,115,370.67 24.82%
No. 1
relationship Within 1 year
Non-related
No. 2 17,593,990.28 24.11%
relationship Within 1 year
Related 13,111,850.07 17.97%
No. 3 relationship Within 1 year
Related 7,836,857.06 10.74%
No. 4 relationship Within 1 year
167
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Related
4,909,760.46 6.73%
No. 5 relationship Within 1 year
Total 61,567,828.54 84.37%
3. Long-term equity investment
Net amount of long-term equity investment as at 31 Dec. 2013 stands at RMB 909,743,887.15, which is
detailed as follows according to types:
Opening amount Decrease in Closing amount
Item Impairment
Increase in 2013
Impairment
Amount 2013 Amount
reserve reserve
Investment to
365,677,000.00 5,193,462.77 87,412,939.76 35,500,000.00 417,589,939.76 -
affiliated enterprises
Investment to joint
31,023,693.72 - - 12,820,601.90 18,203,091.82 -
venture
Other investments 497,818,643.04 9,148,904.81 - 14,718,882.66 483,099,760.38 9,148,904.81
Total 894,519,336.76 14,342,367.58 87,412,939.76 63,039,484.56 918,892,791.96 9,148,904.81
168
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—Investment to subsidiaries
Explanati
on for
equity-hol
Equity-hol Voting ding ratio
ding ratio rights and voting Impairment
Investment Opening Increase/decreas Impairment Cash bonus
Invested entity Closing balance in ratio in rights reserve for
costs balance e reserve for this period
invested invested ratio in this period
entity (%) entity (%) invested
entity are
not in
accord
Foshan Chansheng
Electronic Ballast Co., 750,000.00 750,000.00 1,994,500.00 2,744,500.00 100.00% 100.00% Accorded - - -
Ltd.
Foshan Chanchang
Electric Appliance 42,000,000.00 42,000,000.00 - 42,000,000.00 70.00% 70.00% Accorded - - -
(Gaoming) Co., Ltd.
Foshan Taimei Times
Lamps and Lanterns 350,000.00 350,000.00 - 350,000.00 70.00% 70.00% Accorded - - 10,765,414.26
Co.,Ltd.
Foshan Lighting
Appliance Co., Ltd. 15,000,000.00 - 15,000,000.00 15,000,000.00 100% 100% Accorded
Nanjing Fozhao Lighting
Components 72,000,000.00 72,000,000.00 - 72,000,000.00 100.00% 100.00% Accorded - - -
Manufacturing Co., Ltd.
Foshan Electrical &
Lighting (Xinxiang) Co., 10,000,000.00 10,000,000.00 25,418,439.76 35,418,439.76 100.00% 100.00% Accorded - - -
Ltd.
169
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Foshan Electrical &
Engineering Co., Ltd. 5,077,000.00 5,077,000.00 45,000,000.00 50,077,000.00 100.00% 100.00% Accorded - - -
Qinghai FSL Lithium Ion
Battery Cathode 25,500,000.00 25,500,000.00 -25,500,000.00 - - - Accorded - - -
Materials Co., Ltd
Guangdong Fozhao
Financial Leasing Co., 200,000,000.00 200,000,000.00 - 200,000,000.00 100.00% 100.00% Accorded - -
Ltd.
Guangdong Fozhao New
Light Sources 10,000,000.00 10,000,000.00 -10,000,000.00 - - - Accorded - - -
Technology Co., Ltd.
Total 380,677,000.00 365,677,000.00 51,912,939.76 417,589,939.76 10,765,414.26
—Investment on joint ventures
Explanation
on
inconformity
Equity-ho Voting
between Impairmen
lding ratio rights Cash
Accountin Initial Opening Increase/decrea Closing equity-holdin Impairment t reserve
Invested entity in ratio in bonus for
g method investment cost balance se balance g ratio and reserve for this
invested invested this period
voting rights period
entity (%) entity (%)
ration in
invested
entity
Qinghai FSL Equity
Lithium Energy 38,000,000.00 25,351,617.99 -12,543,975.96 12,807,642.03 38.00% 38.00% Accorded - - -
method
Exploitation Co.,
170
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Ltd.
Guangdong Fozhao Equity
Guoxuan Power 12,600,000.00 5,672,075.73 -276,625.94 5,395,449.79 50.00% 50.00% Accorded - - -
method
Energy Co., Ltd.
Total 50,600,000.00 31,023,693.72 -12,820,601.90 18,203,091.82 - - -
—Other investment
Explanation
for
Equity-h equity-holdi
Impairm
olding Voting ng ratio and
Account ent
Initial Opening Increase/decreas ratio in rights ratio voting rights Impairment Cash bonus
Invested entity ing Closing balance reserve
investment cost balance e invested in invested ratio in reserve for this period
method for this
entity entity (%) invested
period
(%) entity are
not in
accord
Shenzhen
Liangke Venture Cost
13,718,882.66 13,718,882.66 -13,718,882.66 - - - Accorded -
Capital Company method
Limited
Guangzhou
Zhujiang Asset Cost
Management 10,000,000.00 10,000,000.00 - 10,000,000.00 15.38% 15.38% Accorded 3,298,904.81
method
Company
Limited
Shenzhen Cost
Zhonghao 5,850,000.00 5,850,000.00 - 5,850,000.00 少于 5% 少于 5% Accorded 5,850,000.00
method
(Group) Ltd.
Chengdu Hongbo Cost 6,000,000.00 6,000,000.00 - 6,000,000.00 6.94% 6.94% Accorded -
171
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Industrial Co., method
Ltd.
Cost
Xiamen Bank 292,574,133.00 292,574,133.00 - 292,574,133.00 7.99% 7.99% Accorded -
method
Guangdong
Development Cost
500,000.00 500,000.00 - 500,000.00 少于 5% 少于 5% Accorded -
Bank, Foshan method
Branch
Foshan Fochen
Road Cost
Development 20,757,600.00 9,175,627.38 -1,000,000.00 8,175,627.38 7.66% 7.66% Accorded -
method
Company
Limited
Hefei Guoxuan Cost
High-tech Power 160,000,000.00 160,000,000.00 - 160,000,000.00 14.84% 14.84% Accorded -
method
Energy Co., Ltd.
Total 509,400,615.66 497,818,643.04 -14,718,882.66 483,099,760.38 9,148,904.81
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2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
4. Operating income and operating cost
— Category of operating income and operating cost is listed as follows:
2013 2012
Items
Revenue Cost Revenue Cost
Main operation 2,486,962,211.23 1,923,694,963.65 2,106,072,502.48 1,599,051,580.98
Others 104,505,104.95 76,309,660.72 110,772,347.54 83,050,467.23
Total 2,591,467,316.18 2,000,004,624.37 2,216,844,850.02 1,682,102,048.21
—Breakdown of main operation according to industries:
2013 2012
Item
Revenue Cost Revenue Cost
Lighting equipments and
lamps 2,486,962,211.23 1,923,694,963.65 2,106,072,502.48 1,599,051,580.98
Total 2,486,962,211.23 1,923,694,963.65 2,106,072,502.48 1,599,051,580.98
—Breakdown of main operation from products according to regions:
2013 2012
Item
Revenue Cost Revenue Cost
Domestic sales 1,666,429,014.78 1,341,497,916.76 1,495,335,443.67 1,151,349,512.25
Export sales 820,533,196.45 582,197,046.89 610,737,058.81 447,702,068.73
Total 2,486,962,211.23 1,923,694,963.65 2,106,072,502.48 1,599,051,580.98
—Top five customers in sales income:
Customer Operating revenue Proportion in total operating revenue (%)
Customer 1 164,909,812.52 6.36%
Customer 2 70,491,399.83 2.72%
Customer 3 53,945,797.44 2.08%
Customer 4 50,855,558.20 1.96%
Customer 5 44,226,390.04 1.71%
Total 384,428,958.03 14.83%
5. Investment income
2013 2012
Item
173
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Income from long-term equity investments calculated by cost
9,765,414.26 22,999,125.92
method
Income from long-term equity investments calculated by equity
-12,820,601.90 -10,330,609.99
method
Investment income obtained through disposal long-term
-3,186,892.40 183,748,957.77
equity investments
Investment income obtained through disposal of available-for-sale
1,365,712.54 3,131,720.14
financial assets
Other 1,981,349.56 -
Total
-2,895,017.94 199,549,193.84
—Income from long-term equity investments calculated by cost method：
2013 2012
Investor
Xiamen Bank Co., Ltd.
- 14,571,414.00
Guangzhou Zhujiang Asset Management Company Limited
- 9,025,999.70
Foshan Taimei Times Lamps and Lanterns Co.
10,765,414.26 -
Foshan Chansheng Electronic Ballast Co., Ltd.
- 401,712.22
Foshan Fochen Road Development Company Limited
-1,000,000.00 -1,000,000.00
Total
9,765,414.26 22,999,125.92
—Long-term equity investment calculated by equity method
2013 2012
Investor
Qinghai FSL Lithium Energy Exploitation Co., Ltd.
-12,543,975.96 -3,359,139.69
Guangdong Fozhao Guoxuan Power Energy Co., Ltd.
-276,625.94 -6,971,470.30
Total
-12,820,601.90 -10,330,609.99
—Investment income obtained through disposal of long-term equity investment
2013 2012
Investor
Foshan Gaoming Fuwan Landscape Resort Co., Ltd. 183,748,957.77
Qinghai FSL Lithium Energy Exploitation Co., Ltd. -10,288,737.23
Guangdong Fozhao New Light Sources Technology Co., Ltd. -1,379,272.51
Shenzhen Liangke Venture Capital Company Limited 8,481,117.34
Total -3,186,892.40 183,748,957.77
174
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
—Investment income obtained through disposal of available-for-sale financial assets
2013 2012
Investor
China Everbright Bank 1,365,712.54 3,131,720.14
—Other
2013 2012
Item
Interest income from the entrustment loan to Qinghai Fozhao
Lithium Energy Exploitation Co., Ltd. 1,981,349.56 -
6. Supplemental information of cash flow statement
2013 2012
Supplemental information
1. Reconciliation of net profit to net cash flows generated from
operating activities
Net profit 246,212,672.38 389,572,417.40
Add: Provision for impairment of assets 23,470,722.45 6,930,522.03
Depreciation of fixed assets 69,881,022.63 78,057,631.25
Amortization of intangible assets 4,510,496.85 4,960,309.92
Amortization of long-term deferred expense - -
Losses on disposal of property, plant and equipment,
-7,397,140.33
intangible assets and other long-term assets (gains: negative) 284,727.27
Losses on retirement of fixed assets - 1,335,549.92
Losses from variation of fair value 109,530.85 84,637.47
Financial cost 3,852,637.98 384,630.20
Investment loss (gains: negative) 2,895,017.94 -199,549,193.84
Decrease in deferred income tax assets
-5,378,485.65
662,685.21
(“+” means increase)
Increase in deferred income tax liabilities
-
-
(“-” means decrease)
Decrease in inventory (increase: negative) -94,073,390.48 51,552,395.13
Decrease in accounts receivable from operating activities
-20,895,180.86 -79,186,188.34
(increase: negative)
175
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
2013 2012
Supplemental information
Increase in payables from operating activities
-32,883,156.08 162,280,600.65
(decrease: negative)
Net cash flows generated from operating activities 190,304,747.68 417,370,724.27
2. Net increase in cash and cash equivalents
Closing balance of cash 581,390,386.39 699,511,754.78
Less: opening balance of cash 699,511,754.78 412,626,723.50
Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase in cash and cash equivalents -118,121,368.39 286,885,031.28
—Constitution of cash and cash equivalents
Item Closing balance Opening balance
I. Cash
581,390,386.39 699,511,754.78
Including: Cash on hand
2,001.08 3,240.45
Bank deposit on demand
574,927,789.17 694,433,918.55
Other monetary funds on demand
6,460,596.14 5,074,595.78
II. Cash equivalent
- -
Including: Bond investment due in three months - -
III. Closing balance of cash and cash equivalents 581,390,386.39 699,511,754.78
XV. Supplementary Information
1. Extraordinary gains and losses
Item of extraordinary gains and losses are calculated according to related provisions of China Securities
Regulatory Commission, “Interpretation Notice for Information Disclosures by Companies that Offer Securities to
the Public No. 1: Extraordinary Gains and Losses (revised in 2008)”
Item 2013 2012
Gains on disposal of non-current assets, including reversal of the
impairment loss 9,418,476.76 182,392,244.82
Government grant recognized in profits and losses of the current
year, except for those government subsidies closely related to the
Company’s business, and received at national statutory standard 1,031,790.96 1,633,073.56
and amount
176
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Item 2013 2012
Gain/loss from change of fair value of transactional assets and
liabilities, and investment gains from disposal of transactional
financial assets and liabilities and available-for-sale financial -109,530.85 -84,637.47
assets, other than valid hedging related to the Company’s common
businesses
Included in current profit and loss against the non-financial
enterprises occupation fee funds collected 1,981,349.56 553,325.09
Reversal of impairment provisions of receivables separately
conducted for impairment test - -
Other non-business income and expenditures other than the above -7,368,961.02 -3,022,341.29
Subtotal 4,953,125.41 181,471,664.71
Less: Influenced amount of income tax (“-” shows decrease) 901,071.70 21,172,951.60
Influenced amount of minor shareholders’ gains and losses -687,120.14 -111,586.72
Net extraordinary gains and losses attributable to common
4,739,173.85 160,410,299.83
shareholders of the Company
2. Return on Equity and Earnings per Share in the Consolidated Financial Statement
According to the requirements of China Securities Regulatory Commission, “Compilation Rules for Information
Disclosures by the Companies that Offer Securities to the Public No. 9: Calculation and Disclosure of Net Return
of Equity and Earnings per Share (revised in 2010)”, net return on equity and earnings per share presented in the
consolidated financial statement are calculated in the reporting period:
Return on equity (%) Earnings per share (RMB Yuan)
Item
Weighted average Basic EPS Diluted EPS
Net profit attributable
8.69
to the Company’s
0.26 0.26
common shareholders
Net profit attributable
2013 to the Company’s
common shareholders
after deducting 0.25 0.25
extraordinary gains and
losses 8.52
Net profit attributable
to the Company’s
14.06 0.41 0.41
common shareholders
2012
Net profit attributable
to the Company’s 8.43 0.25 0.25
common shareholders
177
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
after deducting
extraordinary gains and
losses
—The process of calculating return on equity weighted average is listed as followed:
Item Order 2013 2012
Numerator
Net profit attributable to the Company’s common
1 251,831,356.38 400,466,745.11
shareholders
Net profit attributable to the Parent Company’s
common shareholders after deducting income 2 4,739,173.85 160,410,299.83
tax influence
Net profit attributable to the Company’s
common shareholders after deducting income 3=1-2 247,092,182.53 240,056,445.28
tax influence
Denominator:
Months from next month of the issuance of new
shares or bonds converting to hares increased to 4
the end of reporting period
Months from next month of other transactions
or events caused he increase or decrease in net 5
assets to the end of reporting period
Months in the reporting period 6 12 12
Opening net assets attributable to the
7 2,950,106,976.17 2,790,878,659.33
Company’s common shareholders
Net assets increased by the issuance of new
shares or bonds converting to shares in the 8
reporting period
Net assets increase caused by other transactions
9
events in the reporting period
Net assets decreased by repurchase or cash
10 303,354,760.95 244,640,936.25
dividends in the reporting period
Months from next month of distribution of cash
11 7 7
dividends to the end of reporting period
Closing net assets attributable to the
12 2,890,581,921.74 2,950,106,976.17
Company’s common shareholders
The weighted average net assets attributable to 13=7+1*50%+8*4/6
2,899,065,710.47 2,848,404,819.07
the Company’s common shareholders -10*11/6±9*5/6
Return on equity weighted average( net profit
attributable to the Company’s common 14=1/13 8.69% 14.06%
shareholders)
178
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Item Order 2013 2012
Return on equity weighted average( net profit
attributable to the Company’s common
15=3/13 8.52% 8.43%
shareholders after deducting non-current profit
or loss)
179
2013 Annual Report of Foshan Electrical and Lighting Co., Ltd.
Section XI. Documents Available for Reference
Investors and relevant departments can refer to the following materials in office of secretary to the
Board in office building of the Company:
1. Financial statements signed and sealed by legal representative, principal of accounting work, and
manager of finance department;
2. Original document of audit report stamped by accountant firm, signed and sealed by certificated
accountant;
3. In the reporting period, all originals of the Company’s documents and public notices have been
publicly disclosed in China Securities Journal, Securities Times, and Ta Kung Pao;
4. Original Annual Report 2013 signed by Chairman of the Board.
Board of Directors
Foshan Electrical and Lighting Co., Ltd.
23 April 2014
180
