东沣科技集团股份有限公司 2018 年年度报告摘要 Stock Code: 200160 Short Form of the Stock: Dongfeng B Public Notice No.:2019-017 Dongfeng Sci-Tech Group CO., Ltd. Summary of Annual Report 2018 I. Important Notice The summary is abstract from full-text of annual report, for more details of operating results, financial condition and future development plan of the Company; investors should found in the full-text of annual report that published on media appointed by CSRC. Objection statement of directors, supervisors and senior executives Name Position Content and reason Statement Other directors attending the Meeting for annual report deliberation except for the followed Name of director absent Title for absent director Reasons for absent Attorney Prompt of non-standard audit opinion □ Applicable √ Not applicable Profit distribution pre-plan of common stock or capitalizing of common reserves pre-plan deliberated by the Board in the reporting period □ Applicable √ Not applicable The Company has no plan of cash dividends carried out, bonus issued and capitalizing of common reserves either. Profit distribution pre-plan of preferred stock deliberated and approved by the Board in the reporting period □Applicable □Not applicable II. Company information 1. Company Profile Short form of the stock Dongfeng B Stock code 200160 Stock exchange for listing Shenzhen Stock Exchange Short form of the Stock after N/A changed (if applicable) Person/Way to contact Secretary of the Board Rep. of security affairs Name Li Wenying Wang Haijian XiaBanCheng Town, Chengde XiaBanCheng Town, Chengde County, Office add. County, Hebei Province Hebei Province Fax. 0314-3111475 0314-3111475 Tel. 0314-3115048 0314-3115048 E-mail liwy@dftechgroup.com wanghj@dftechgroup.com 1 东沣科技集团股份有限公司 2018 年年度报告摘要 2. Main business or product introduction in the reporting period I. Main business operations during the reporting period Real estate business: the real estate development business was the main operating business of the Company during the reporting period, and the business model was the development and sales of commercial housing, and the business scope was mainly located in Chengde area.The main products were residence and commerce. With high-quality product quality and property services, the company’s real estate business had established a good reputation in the local area. On the basis of ensuring the steady development of real estate business, the company actively promoted the strategic transformation of the hydrogen energy and new materials sectors. The progress of main business during the reporting period was as follows: Hydrogen fuel cell business: with Dongguan Zhongchuang New Energy as the business platform, the Company mainly engaged in the R&D, production and sales of fuel cell core raw materials (membrane electrodes) and fuel cell power systems, as well as providing integrated solutions for platforms such as fuel cell power systems in automobiles, drones, electric forklifts, distributed power stations, and emergency power supplies. At present, 500W to 5000W series air-cooled fuel cell pile (graphite bipolar plates) have been finalized for production, and the mass power density of the pile is above 500W/kg, which is in small batch production and sales. For the hydrogen energy business, the company took Haizhuo Energy as its business platform, mainly engaged in research and development, production and sales of real-time hydrogen production equipment. The real-time hydrogen production equipment research by the Haizhuo Energy consists of on-board hydrogen generator and hydrogen fuel cell. At present, the real-time hydrogen production equipment has been successfully tested on hydrogen fuel cell buses and is undergoing road test. New material business: with Aolin New Materials as its business platform, the Company mainly engaged in the research & development, production and sales of high-performance ceramic fiber materials, its main products were alumina fiber and zirconia fiber, which possess with excellent thermal insulation, energy saving, fire resistance, and fireproof performance and can be widely used in industrial furnace wall lining, backing, lining, pipe insulation, thermal insulation and sealing (automobile gasket), radiation and heat insulation of petrifaction, metallurgy, non-ferrous metals, building materials, electric power, machinery, ceramics, glass, shipping and other industries. At present, the initial production line of alumina short fiber, researched and developed by Aolin New Materials was completed, and have entered the small batch production and sales. II. Main performance drivers During the reporting period, due to the tightening of regulatory policies, the tightening policies in the real estate market such as purchase restrictions, limited loans, and price limits were frequent, and the real estate market in Beijing-surrounded areas has stabilized. The Company’s real estate development has been mainly located in the Chengde area, and the opening of the Beijing-Shenyang high-speed railway shall make Chengde enter the “one-hour economic circle of the capital” and thus has better regional advantages. In recent years, the real estate projects developed by the Company have established a good reputation and brand image in the local area with excellent quality and perfect property management. In the future, under the background of Beijing-Tianjin-Hebei integration, the Company will continue to improve service quality, build high-end boutique houses, and improve 2 东沣科技集团股份有限公司 2018 年年度报告摘要 market competitiveness. Meanwhile, we proactively promoted the strategy transformation and fostering new profit growth points for the Company. 3. Main accounting data and financial indexes (1) Main accounting data and financial indexes for recently three years Whether it has retroactive adjustment or re-statement on previous accounting data □Yes √ No Changes over last 2018 2017 2016 year Operating income 123,508,083.90 250,071,863.07 -50.61% 367,898,631.53 Net profit attributable to shareholders of the listed 7,383,835.76 4,102,325.89 79.99% 3,760,806.51 company Net profit attributable to shareholders of the listed -20,474,342.69 -49,734,326.42 58.83% 553,720.92 company after deducting non-recurring gains and losses Net cash flow arising from 4,861,716.27 -84,551,574.28 105.75% 54,484,351.33 operating activities Basic earnings per share 0.01 0.01 0.00% 0.01 (RMB/Share) Diluted earnings per share 0.01 0.01 0.00% 0.01 (RMB/Share) Weighted average ROE 2.01% 1.13% 0.88% 1.06% Changes over end End of 2018 End of 2017 End of 2016 of last year Total assets 624,370,817.40 503,762,445.04 23.94% 626,756,827.34 Net assets attributable to 351,593,999.08 363,928,776.87 -3.39% 359,826,450.98 shareholder of listed company In RMB (2) Quarterly main financial index In RMB First quarter Second quarter Third quarter Fourth quarter Operating income 57,256,600.57 22,559,268.21 15,883,771.67 27,808,443.45 Net profit attributable to 1,206,225.64 -6,416,983.86 8,356,632.89 5,013,606.50 3 东沣科技集团股份有限公司 2018 年年度报告摘要 shareholders of the listed company Net profit attributable to shareholders of the listed -1,688,014.85 -6,527,892.79 -10,105,275.24 -2,153,159.81 company after deducting non-recurring gains and losses Net cash flow arising from 13,873,390.65 20,051,902.37 -9,019,953.54 -20,043,623.21 operating activities Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the company’s quarterly report and semi-annual report □Yes √ No 4. Shares and shareholders (1) Particulars about common stock shareholders, preference shareholders with voting rights recovered and top ten shareholders In Share Total preferen ce Total sharehol Total preference common Total common ders shareholders with stock stock shareholders with voting rights sharehold 17,519 at end of last month 17,698 voting 0 recovered at end 0 ers in before annual rights of last month reporting report disclosed recovere before annual period-en d at end report disclosed d of reportin g period Top ten shareholders Amount of Number of share Proportion pledged/frozen Full name of Nature of shares Amount of non-tradable of shares Shareholders shareholder shares held State of held held Amount share Domestic 208,324,8 Wang Dong 29.49% 208,324,800 nature person 00 Everbright Securities Overseas 61,644,46 8.73% 0 (H.K.) Co., legal person 7 Ltd. GUOTAI JUNAN Overseas 47,253,82 SECURITIES 6.69% 0 legal person 6 (HONGKON G) LIMITED Haitong 2.79% 19,694,95 0 Overseas International 4 东沣科技集团股份有限公司 2018 年年度报告摘要 Securities legal person 9 Company Limited-Acco unt Client Chengde Domestic North non-state 18,517,65 2.62% 18,517,651 Industrial owned legal 1 Corporation person Shenwan HongYuan Overseas 14,181,76 Securities 2.01% 0 legal person 1 (Hong Kong) Co., Ltd. Wag Domestic 13,327,89 1.89% 13,327,891 Zhengsong nature person 1 Domestic Su Youhe 1.10% 7,750,947 0 nature person Wang Domestic 1.03% 7,258,007 0 Wensheng nature person CORE PACIFIC-YA MAICHI Overseas 0.97% 6,882,243 0 INTERNATI legal person ONAL (H.K.) LIMITED Explanation on associated The Company is unknown whether there exists associated relationship or belongs relationship among the to consistent actor regulated by “management method for acquisition of listed aforesaid shareholders company” among the above said shareholders. Explanation on involving margin business (if N/A applicable) (2) Total preferred stock shareholders of the Company and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable The Company had no shareholders with preferred stock held in the reporting. (3) Property right and controlling relationships between the actual controllers of the Company and the Company is as follows: Wang Dong 29.49% Dongfeng Sci-Tech Group CO., LTD. 5 东沣科技集团股份有限公司 2018 年年度报告摘要 5. Corporate bonds Whether the company has corporate bonds that have been publicly issued and listed on the stock exchange, and not yet due or due but not fully cashed on the approval date of annual report No III. Discussion and analysis by the Management Team 1. Introduction of operation in the reporting period Whether the company needs to comply with the disclosure requirements of the particular industry Yes Real estate industry The Company is comply with the disclosure requirement of Information Disclosure Guidelines of Shenzhen Stock Exchange No.3-engaged in real estate business for the listed companies During the reporting period, the real estate policy continued the main tone of “housing is for residence instead of vicious speculation”, various control policies were mainly stable, and more emphasis was placed on urban policy, rational policy and structural optimization. Under the guidance of classification and regulation, local policies continued to be overweight and continue to implement differentiated regulation and control. At the same time, it paid attention to the adjustment of housing supply structure, vigorously developed affordable housing such as housing rental market and shared property housing, increased the proportion of effective supply, and established a sound and stable long-term mechanism for industrial development. According to the statistics of the Hebei Provincial Bureau of Statistics, in 2018, the investment in real estate development in Hebei Province was 447.64 billion yuan, declined by 7.2% on a year-on-year basis, the sales area of commercial housing was 52.519 million square meters, a decline of 18.3% on a year-on-year basis, and the area of commercial housing for sale was 9.181 million square meters, a decline of 13.1% on a year-on-year basis, the real estate development and sales continued to cool down, and the de-stocking was better. (II) Operation of the company during the reporting period During the reporting period, under the background of the downturn pressure on the international and domestic economy and the strict regulation of real estate, the company adhered to the development idea of “real estate + strategic transformation” and utilized the company’s good reputation in the local area to develop the real estate business, and meanwhile accelerated the process of the company’s strategic transformation business. In terms of real estate, during the reporting period, the company responded to market changes on the one hand, increased sales efforts, and accelerated the destocking of stocks; on the other hand, strictly controlled quality, focused on the development of new real estate projects – Tianxi Project, covering an area of 25,128.90 square meters, the construction period would continue until 2020. In terms of hydrogen energy and new materials, we accelerated the construction of the Dongfeng New Energy Equipment Industrialization Base project. During the reporting period, some businesses achieved breakthrough progress. The first production line for alumina short fiber based on Aolin New Materials has been completed and started to be put into production and sales in small batches. At present, the market is being vigorously developed, and at the same time, product performance is upgraded according to customer demand, productivity is increased, 6 东沣科技集团股份有限公司 2018 年年度报告摘要 and cost is further reduced. The mass production of this product will effectively fill the market gap of domestic high-end alumina fiber; the real-time hydrogenation equipment developed by Haizhuo Energy has been successfully tested on hydrogen fuel cell buses, and road test experiments are being carried out, and the product performance is further improved and upgraded. The successful experiment of real-time hydrogenation equipment enables large vehicles such as hydrogen fuel cell bus, bus, and logistics vehicles not to carry high-pressure hydrogen cylinders and can be operated without relying on hydrogenation at the hydrogen fueling station, you only need to add water and solid hydrogen fuel rods to the real-time hydrogenation equipment at regular intervals and the equipment supplies hydrogen according to the needs of fuel cell. And the real-time hydrogenation equipment produces hydrogen as needed, it does not produce hydrogen at the idle hours, nor store hydrogen, and the safety is improved significantly. The hydrogen fuel cell with Zhongchuang New Energy as the platform has formed a 500W to 5000W series fuel cell stack (graphite bipolar plate) production, the power density of the stack is above 500W/kg, and small batch production and sales are underway. 1. During the reporting period, the company’ real estate development was as follows: Estimated Actual Calculated Completed investment Project under invested Area Equity ratio Start-up time Floor space building area building area amount construction amount(hundre (m2) (m2) (hundred d million yuan) million yuan) Tianxi Chengde 100% 2018.10 25,128.90 43472 0 3.8 1.08 2. During the reporting period, the company’s real estate sales were as follows: Saleable area Gross at the Pre-sale Settlement area Project Type of Operating income Operating cost profit Area beginning of area in current in current name operation (RMB) (RMB) margin (%) the period(m2) period(m2) period(m2) Residence 11242.07 5971.82 17268.34 76538629.46 61453486.74 19.71% Nanjiang –Huijing Chengde Commerce 14190.11 12118.77 10819.78 42269090.47 42367762.05 -0.23% Tiandi Total 25432.18 18090.59 28088.12 118807719.93 103821248.79 12.61% 3. During the reporting period, the company did not have any new land reserves: 4. During the reporting period, the company provided guarantees to its commercial housing purchasers for bank mortgage loans: As of the end of the reporting period, the balance of guarantees provided by the company for commercial house purchasers for bank mortgage loans was 70.74 million yuan. During the reporting period, there was no guarantee for this guarantee and the amount involved accounting for 10% of the company’s latest audited net profit. 5. Progress of equipment industrialization base project of Dongfeng New Energy: The No. 1-9 factory buildings of Dongfeng New Energy equipment industrialization base has been fully capped, the interior and exterior wall decoration, floor, elevator, doors and windows, bathroom and other decorative 7 东沣科技集团股份有限公司 2018 年年度报告摘要 projects have been completed, and the outdoor pipelines in the factory have been pre-buried. Scientific research building: The exterior wall tile, doors and windows of Zone A and Zone C have been completed, and the stairwell decoration and elevator installation are being carried out; the masonry project in Zone B has been completed and the interior and exterior walls are being plastered. The overall project is expected to be completed and accepted in the third quarter of 2019. 6. During the reporting period, the company’s financing situation was as follows: Credit amount (ten Financing balance Financing category Financing cost Financing period thousand yuan) (ten thousand yuan) Bank loan 20000 20000 7.105% 5 years 7. Stock repurchase of the company Due to the influence of multiple factors, the company’s share price fluctuated greatly and even dropped below the face value during the reporting period. In order to boost investors’ confidence and safeguard the interests of the company’s shareholders, especially the majority of small and medium shareholders, the company comprehensively considered its operation, financial status and development strategy, at the same time, based on the confidence in the company’s future stable development prospects and the recognition of the company’s long-term investment value, the company held the second extraordinary shareholders meeting in 2018 on November 7, 2018 to consider and approve the matter of repurchasing the company’s shares by means of centralized bidding. As of the disclosure date of this report, the number of shares repurchased by the company through the stock repurchase special securities accounts by centralized bidding was 28,307,783 shares, accounting for 4.01% of the company’s total share capital, of which the highest transaction price was HK$1.18 per share, the lowest transaction price was HK$1.09 per share, and the total amount paid was HK$32,095,614.32 (excluding transaction fees). See the table below for details: Proportion Highest Repurchase Repurcha Repurchase Lowest price in total price amount Announcement index se date quantity (HKD) share (HKD) (HKD) capital Announcement on the First Repurchase of 2018.12.6 6,586,658 1.14 1.11 7,449,626.48 0.93% Company Shares 2018-070 Announcement on Proportion of Repurchase of 2018.12.2 12,864,055 1.14 1.09 14,529,142.54 1.82% Company Shares 0 Amounting to 2% of the Total Share Capital 2018-075 Announcement on 2018.12.2 4,994,970 1.18 1.12 5,697,753.10 0.71% Proportion of 7 Repurchase of 8 东沣科技集团股份有限公司 2018 年年度报告摘要 Company Shares Amounting to 3% of the Total Share Capital “2018-076” 2018.12.2 Announcement on 532,100 1.14 1.14 606,594.00 0.08% 8 Proportion of Repurchase of Company Shares 2019.1.29 3,330,000 1,16 1.14 3,812,498.20 0.47% Amounting to 4% of the Total Share Capital 2019-006 Total 28,307,783 32,095,614.32 4.01% 2. Whether the main business had major change in the reporting period □ Yes √ No 3. About the industries, products, or regions accounting for over 10% of the company’s operating income or operating profit √Applicable □Not applicable In RMB Increase/decrease Increase/decrease Increase/decrease Operating Item Operating profit Gross profit ratio of operating of operating of gross profit revenue revenue y-o-y profit y-o-y ratio y-o-y Property sales 118,807,719.93 103,821,248.79 12.61% -51.47% -55.17% 7.20% 4. Whether the characteristics of management seasonal or cyclical need special attention □ Yes √ No 5. In the reporting period, note of major changes in operating income, operating cost, total net profit attributable to common stock shareholders of listed company or composing the previous reporting period √Applicable □ Not applicable The operating income and cost reduced due to the declined of sales from property in the period; the total net profit attributable to common shareholder of listed company are increased over that of last period for disposing the fixed assets and equity of Chengde Nanjiang Trading Co., Ltd in the period 6. Particular about suspended and delisting □ Applicable √ Not applicable 9 东沣科技集团股份有限公司 2018 年年度报告摘要 7. Relevant items involving financial report (1) Particulars about the changes in aspect of accounting policy, estimates and calculation method compared with the financial report of last year √Applicable □ Not applicable Found more in 33 of the V. Important accounting policy and estimation carried in Section XI Financial Report of the Annual Report2018 (2) Major accounting errors within reporting period that needs retrospective restatement □ Applicable √ Not applicable No major accounting errors within reporting period that needs retrospective restatement for the Company in the period. (3) Compare with last year’s financial report; explain changes in consolidation statement’s scope √Applicable □ Not applicable 1. Subsidiary newly included in consolidation scope Name Causes Dongfeng Power Enterprise combined under the same control Haizhuo Energy Enterprise combined under the different control 2. Subsidiary excluded in the consolidation scope in the period Name Causes Nanjiang Trading Disposal (1) The Company transferred its 100% equity of NanjiangTrading to Chengde Country Jinshangmao Co., Ltd on August 14, 2018, therefore, Nanjiang Tradingwas no longer included in the consolidated balance sheet in the current period, but theAccounting Standards for Business Enterprises No. 33 – Consolidated Financial Statementsstipulates that if a parent company disposes of a subsidiary during the reporting period,the income, expenses and profits of the subsidiary from the beginning of the period to the disposal date should be included in the consolidated income statement, and the cash flows of the subsidiary from the beginning of the period to the disposal date should be included in theconsolidated cash flow statement. Therefore, the income, expenses and profits of NanjiangTrading from the beginning of the current period to the date of cancellation were still included in the scope of consolidation. (2) Dongguan Dongfeng Power Tech. Co., Ltd. is a holding sub-subsidiary acquired on August 28, 2018. On December 25, 2018, Dongguan Dongfeng Tech. transferred it to the Company to become a holding subsidiary. (3) Dongguan Haizhuo Energy Technology Co., Ltd. is a holding sub-subsidiary that increased its capital and shares on March 6, 2018. 10