无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 Stock Code: 000581, 200581 Notice No.: 2014-013 Short Form of the Stock: Weifu High- Tech, Su Weifu-B Section I. Important Notes Board of Directors and the Supervisory Committee of Weifu High-Technology Group Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. All Directors are attended the Board Meeting for Quarterly Report deliberation Chen Xuejun, Principal of the Company; Ou Jianbin, Person in Charge of Accounting Works and Person in Charge of Accounting Organ(Accounting Supervisor) hereby confirm that the Financial Report of the First Quarterly Report is authentic, accurate and complete. 1 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 Section II. Main financial data and changes of shareholders I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Changes of this period over same Current Period Same period of last year period of last year (%) Operating income (RMB) 1,683,594,542.57 1,334,022,363.78 26.2% Net profit attributable to shareholders of 428,270,821.48 258,992,721.69 65.36% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 424,200,694.33 239,141,893.37 77.38% non-recurring gains and losses(RMB) Net cash flow arising from operating 138,667,588.16 93,309,331.45 48.61% activities(RMB) Basic earnings per share (RMB/Share) 0.42 0.25 68% Diluted earnings per share (RMB/Share) 0.42 0.25 68% Weighted average ROE (%) 4.37% 2.94% 1.43% Changes of this period-end over End of this period End of last period same period-end of last year (%) Total assets (RMB) 13,847,905,922.01 13,074,232,730.91 5.92% Net assets attributable to shareholder of 10,006,483,375.52 9,600,765,223.81 4.23% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Gains/losses from the disposal of non-current asset (including the 85,967.63 write-off that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to national 219,920.00 standards, which are closely relevant to enterprise’s business) Gain/loss from commissioned investment or assets 3,887,972.64 2 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 Other non-operating income and expenditure except for the 1,078,488.77 aforementioned items Less : impact on income tax 691,206.36 Impact on minority shareholders’ equity (post-tax) 511,015.53 Total 4,070,127.15 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable II. Total number of shareholders at the end of this report period and top ten shareholders In shares Total number of shareholders 43,650 at the end of report period Top ten shareholders Number of share Amount of Proportion Amount of pledged/frozen Nature of Shareholder’s name of shares restricted shareholder shares held held (%) State of shares held Amount share WUXI INDUSTRY DEVELOPMENT State-owned 20% 204,059,398 118,967,998 CROUP CO., LTD. legal person Foreign legal ROBERT BOSCH GMBH 14% 142,841,400 115,260,600 person Domestic China Construction Bank- Fullgoal Tianbo non-state-owned 1.81% 18,500,346 Innovation Theme Stock Fund, legal person BBH BOS S/A FIDELITY FD - CHINA Foreign legal 1.54% 15,722,693 FOCUS FD person Domestic BOCOM—Fullgoal Tianyi Value Security non-state-owned 1.43% 14,600,000 Investment Fund legal person Domestic CCB—Yinhua Core Value Selected non-state-owned 1.08% 11,026,311 Securities Investment Fund legal person Domestic National Social Security Fund-106 portfolio non-state-owned 0.87% 8,924,504 legal person 3 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 Domestic NCI—Bonus—Individual Bonus non-state-owned 0.86% 8,723,489 -018L-FH002 Shen legal person Domestic National Social Security Fund-103 portfolio non-state-owned 0.8% 8,175,789 legal person Domestic Bosch Value Growth Securities Investment non-state-owned 0.68% 6,898,803 Fund legal person Top ten shareholders with unrestricted shares held Amount of Type of shares Shareholder’s name unrestricted shares Type Amount held RMB common WUXI INDUSTRY DEVELOPMENT CROUP CO., LTD. 85,091,400 85,091,400 share Domestically ROBERT BOSCH GMBH 27,580,800 listed foreign 27,580,800 share China Construction Bank-Fullogoal Tianbo Innovation Theme Stock RMB common 18,500,346 18,500,346 Securities Investment Fund share Domestically BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 15,722,693 listed foreign 15,722,693 share RMB common BOCOM—Fullgoal Tianyi Value Security Investment Fund 14,600,000 14,600,000 share RMB common CCB—Yinhua Core Value Selected Securities Investment Fund 11,026,311 11,026,311 share RMB common National Social Security Fund-106 portfolio 8,924,504 8,924,504 share RMB common NCI—Bonus—Individual Bonus -018L-FH002 Shen 8,723,489 8,723,489 share RMB common National Social Security Fund-103 portfolio 8,175,789 8,175,789 share RMB common Bosch Value Growth Securities Investment Fund 6,898,803 6,898,803 share Among the top ten shareholders, the Company knew Note of related relationship among the above shareholders and concerted there has no associated relationship between Wuxi actors Industry Development Croup Co., Ltd., the first largest shareholder of the Company, and other shareholders; and 4 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 they do not belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Company. Fullgoal Tianbo Innovation Theme Stock Securities Investment Fund and Fullgoal Tianyi Value Security Investment Fund shares same fund manager –Fullgoal Fund Management Co., Ltd. Agree to buy-back dealings occurred in Period by shareholders □Yes √No 5 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons 1. Account receivable: incrasing RMB 412.1188 million in period-end over that of year beginning with 36.38% up, mainly due to the growth of sales; 2. Interest payable: decrasing RMB 48.8870 million in period-end over that of year beginning with 95.04% down, mainly because receivable interest of last year was collected in the Period; 3. Held-to-maturity investment: decrasing RMB 200 million in period-end over that of year beginning with 50% down, mainly because the entrust finacnial investment due within one year was transferred to other current assets; 4. Constrution in process: incrasing RMB 98.5821 million in period-end over that of year beginning with 49.42% up, mainly due to the investment for Weifu Industrial Park; 5. Taxes payable: incrasing RMB 45.3886 million in period-end over that of year beginning with 103.59% up, mainly because payable income tax increased; 6. Operation expenses: increased RMB 13.2069 million form a year earlier with 32.06% up mainly due to the growth of operation revenue; 7. Administration expenses: increased RMB 54.1872 million form a year earlier with 46.66% up mainly due to the growth of salary for employee; 8. Investment earnings: increased RMB 152.5489 million form a year earlier with 123.20% up, mainly because the stock jointly enterprise of the Company gains more profit; 9. Ne profit: increased RMB 173.9037 million form a year earlier with 64.68% up, mainly because business of the Company growth steadily in the Period and profit from stock jointly enterprise increased; 10. Net cash flow from operation activities: increased RMB 45.3583 million form a year earlier with 48.61% up mainly due to the growth of sales; 11. Net cash flow from financing activities: decreased RMB 221.3367 million form a year earlier with 97.22% down mainly due to the y-o-y down in loans in the Period. 6 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 II. Analysis and explanation of significant events and their influence and solutions Explanation on part of the projects with fund-raised investment in reporting period: 1. R& D AS WELL AS INDUSTRIALIZATION OF WAPS AND CAPACITY PROMOTION FOR PARTS OF DIESEL COMMON RAIL SYSTEM Currently, with the promotion of emission standards of National IV, common rail products have complete cover the market of National IV, the common rail components matching the Bosch diesel common rail products are in short supply; as for components involved in the project with diesel common rail system, the Company is in the process of improving capacity so far. 2. Industrial park project: The project is now well under way and expected to move at end of 2014. 3. Auto power battery materials and power battery research project Due to a great uncertainty in technology and policy, the Company was prudent for this project and continued to follow development of power battery and would make decisions if needed. Date for Information index for temporary report Overview disclosur disclosure e On 21 January 2012, the CSRC approve and issue the ―Reply of Approval of Privately Placement of Weifu High-Technology Group Co., Ltd.‖ (Zheng Jian Xu Ke [2012] No.: 109) for 112,858,000 new shares offering privately at ‖Report of Privately Placement and most. On 10 February 2012, the ―Capital Verification Report‖ (Su Gong 2012-02 Summary of Listed Company Statement‖ W [2012] No. B006) was issued by Jiangsu Gongzheng Tianye Certified -28 (No.: 2012-12) public on Juchao Website Public Accountants Co., Ltd: ended as 10 February 2012, Weifu High-Tech (www.cninfo.com.cn) offered 112,858,000 RMB common shares (A-share), total fund raised amounting as RMB 2,866,028,910.00, and net amount totally raised RMB 2,850,124,252.93 after offering expenses RMB 15,904,657.07 deducted. The ―Proposal of Changing the Investment Plan with Raised Proceeds‖ has ―Notice of Changing Investment Plan of been deliberated and approve by 9 meeting of 7 session of the Board held 2013-03 Fund Raised Projects ‖ (No.: 2013-007) th th on 26 March 2013 and annual general meeting of 2012 held on 23 May -28 public on Juchao Website 2013 respectively. As for the of the raised fund projects, investment amount (www.cninfo.com.cn) for the industrialization of tail treatment system was changed from RMB 260 ―Resolution Notice of Annual General 2013-05 million to RMB 340 million, the adjusted part will supply with self-owned Meeting of 2012‖ (No.: 2013-014) public -24 capital totally. on Juchao Website (www.cninfo.com.cn) ―Specific Report of Deposit and 2013-03 Specific Report of Deposit and Application of Fund Raised for year of 2012 Application of Fund Raised for year of -28 2012‖ public on Juchao Website 7 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 (www.cninfo.com.cn) ‖ Specific Report for the Deposit and Specific Report for the Deposit and Utilization for Fund Raised for year of 2014-04 Utilization for Fund Raised for year of 2013 -15 2013‖ public on Juchao Website (www.cninfo.com.cn) III. Commitments from the Company or shareholder with over 5% share held in reporting period or continues to reporting period Implemen Item of Commitments Promisee Content of commitments Date Term tation In order to promote the listed company’s steady and healthy development, fully mobilize senior executives so as to ensure to combine the interests of the governance and shareholders of the Implemen Wuxi Industry Company, Weifu Industry Group committed: after ted after 2006-04-0 Share Merger Reform Development Weifu High-tech finishing Share Merger Reform, related 5 Group Co., Ltd under related regulations of the state and Wuxi policy government in terms of governance encouragement released system of listed company, the Group would the stock incentive plan for management level of Weifu High-tech. Commitments made in acquisition report or equity change report Commitments in assets reorganization The privately offering of the Company totally issue Wuxi Industry 112,858,000 A-shares to substantial shareholder Commitments in initial Development Wuxi Industry Group and foreign strategy investor Implemen public offering or Group Co., Ltd ROBERT BOSCH GMBH. The above said shares ting refinancing and ROBERT are listed for trading in Shenzhen Stock Exchange BOSCH GMBH since 29 February 2012 with 36-month restriction Other commitments to minority shareholders of the Company Perform the commitment Yes promptly or not Specific reason For non-performance and Not applicable the next plan (if applicable) 8 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 IV. Forecast of operation performance from Jan. – June of 2014 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □ Applicable √ Not applicable V. Securities Investment Proporti on of stock-h Amount of Proporti Amount of on of Gains stock-holdi olding stock-holdi Variet stock-ho Book value at and loss Code of Short Initial ng at the Account Sourc y of at the ng at the lding at the end of the in the securiti form of investment beginning ing e of securit the end period reportin es securities cost(RMB) of the beginni end of the subject stock ies of the (RMB) g period ng of period period (RMB) (Share) (%) the (Share) period (% Financia Subsc l assets Stock 600841 SDEC 199,208,000.00 23,680,000 2.72% 23,680,000 2.72% 247,692,800.00 riptio available n for sales Financia Subsc Miracle l assets Stock 002009 69,331,500.00 9,300,000 2.9% 9,300,000 2.9% 110,019,000.00 riptio Logistics available n for sales Total 268,539,500.00 32,980,000 -- 32,980,000 -- 357,711,800.00 0.00 -- -- Disclosure date of 2012-03-24 securities investment 2013-06-04 approval of Board report Disclosure date of securities investment approval of Board report(if applicable) Explanation on holding equity of other listed company √Applicable □ Not applicable 9 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 On 24th March 2012, the Company approved participation in the subscription of SDEC non-public offering A share in 23rd Meeting of 6th Session of the Board, subscribing for SDEC non-public offering stocks 14.8 million shares at the price of RMB 13.46 per share, which proportion in total stocks after SDEC non-public offering stocks was 2.72%.The company committed no transfer after the subscription in 12 months, restricted period (2012-3-23-2013-3-22).SDEC implemented the plan of annual profit distribution and converting capital reserve into share capital for 2011 on 4th June 2012.( sending cash of RMB 0.5(tax included) per every 10 shares, converting 6 shares per every 10 shares. In the reporting, the company held SDEC 23.68 million shares. In May 2013, in line with the define authority in ―Decision-making System of Major Investment and Financial‖, being discussed by the management and approved from the Chairman, the Company decide to subscribe 9.3 million private placement shares from Miracle Logistics with RMB 7.455 per share, a 2.9 percent in total share capital of Miracle Logistics after placement. The Company committed no transfer after the subscription in 12 months, restricted period (4 June 2013 to 3 June 2014).at the end of the reporting period the Company held Miracle Logistics 9.3 million shares. VI. Derivative Investment In ten thousand Yuan Ratio of Investm Amount of investment Actual Whether ent reserve for Investment amount at gains/l Related related Initial amount Operator Type Start End devaluation of amount at period-end in osses relationship trade or investment at date date withdrawing period-end net assets of the in not period-b (if applicable) Company at period egin period-end (%) Total 0 -- -- 0 0 0% 0 Capital resource Not applicable Disclosure date for approval from the Board for investment of derivatives (if applicable) Disclosure date for approval from board of shareholders for investment of derivatives (if applicable) VII. Registration form for receiving research, communication and interview in the report period Type of Contents discussed and Date Place Method Investor investors materials supplied Eighteen persons from CITIC, Fullgoal Fund, Hua’An Office of Fund, Penghua Fund, South Korea Investment, Future Communicated with the 2014-0 Field the Institution Assets, Tokyo Sea Assets Company, Neuberger Berman, Company with their-owned 3-04 research Board Runhui Investment, Goldstate Securities, China concerned issues International Fund Management, Zhizhu Investment, 10 无锡威孚高科技集团股份有限公司 2014 年第一季度报告正文 BOC International Assets Management and Hutai-PineBridge Investment Board of Director of Weifu High-Technology Group Co., Ltd 29 April 2014 11