无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 Stock Code: 000581, 200581 Notice No.: 2014-029 Short Form of the Stock: Weifu High-Tech, Su Weifu-B WEIFU HIGH-TECHNOLOGY GROUP CO., LTD. TEXT of 3Q REPORT 2014 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 hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Chen Xuejun, Principal of the Company; Ou Jianbin, Person in Charge of Accounting Work; Ou Jianbin, Person in Charge of Accounting Organization (Accounting Officer) hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 1 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 14,346,248,073.37 13,074,232,730.91 9.73% Net assets attributable to shareholders 10,580,140,292.42 9,600,765,223.81 10.20% of listed company (RMB) Increase/decrease in Increase/decrease in Year-begin to end comparison with Current period comparison with same of the Period year-begin to period of last year Period-end of last year Operating revenue (RMB) 1,487,640,940.87 10.04% 5,017,460,796.50 18.59% Net profit attributable to shareholders of 398,867,023.62 47.58% 1,239,452,818.86 54.50% the listed company (RMB) Net profit attributable to shareholders of the listed company after deducting 362,049,812.07 39.42% 1,183,664,714.99 53.77% non-recurring gains and losses(RMB) Net cash flow arising from operating -- -- 708,265,073.50 30.09% activities(RMB) Basic earnings per share (RMB/Share) 0.39 50.00% 1.21 53.16% Diluted earnings per share (RMB/Share) 0.39 50.00% 1.21 53.16% Weighted average ROE 3.81% 0.87% 12.22% 3.33% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin Item Note to end of the Period Gains/losses from the disposal of non-current asset (including the write-off that accrued for 307,094.95 impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to enterprise’s 10,198,355.11 business) Gains/losses from entrusted investment or assets management 62,052,828.12 2 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 Other non-operating income and expenditure except for the aforementioned items -4,509,557.79 Less: impact on income tax 10,186,100.24 Impact on minority shareholders’ equity (post-tax) 2,074,516.28 Total 55,788,103.87 -- 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 In reporting period, the Company has no particular about 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. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In Share Total common shareholders in reporting period 46,117 Shares-held of top ten common shareholders Proporti Number of share Amount of on of Amount of pledged/frozen Shareholders Nature of shareholder restricted shares shares held State of Amoun shares held held share t WUXI INDUSTRY DEVELOPMENT State-owned corporate 20.00% 204,059,398 54,026,400 GROUP CO., LTD. ROBERT BOSCH GMBH Foreign corporate 14.00% 142,841,400 115,260,600 CCB—Bosera Theme Industry Securities Domestic non 1.80% 18,370,733 Investment Fund state-owned corporate China Construction Bank-Fullgoal Tianbo Domestic non Innovation Theme Stock Securities 1.78% 18,203,072 state-owned corporate Investment Fund Domestic non National Social Security Fund-103 portfolio 1.51% 15,354,520 state-owned corporate BBH BOS S/A FIDELITY FD - CHINA Foreign corporate 1.46% 14,931,279 FOCUS FD National Social Security Fund-106 portfolio Domestic non 1.08% 10,998,775 3 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 state-owned corporate Bank of Communications – Fullgoal Tianyi Domestic non 0.89% 9,044,698 Value Securities Investment Fund state-owned corporate China Minsheng Banking Corp. Ltd.- Yinhua Domestic non Shenzhen Stock 100 Index Classification 0.65% 6,648,366 state-owned corporate Securities Investment Fund Domestic non National Social Security Fund-116 portfolio 0.65% 6,646,870 state-owned corporate Particular about top ten common shareholders with un-restrict shares held Amount of un-restrict Type of shares Shareholders common shares held Type Amount WUXI INDUSTRY DEVELOPMENT GROUP CO., LTD. 150,032,998 RMB common shares 150,032,998 Domestically listed ROBERT BOSCH GMBH 27,580,800 27,580,800 foreign shares CCB—Bosera Theme Industry Securities Investment Fund 18,370,733 RMB common shares 18,370,733 China Construction Bank-Fullgoal Tianbo Innovation Theme Stock 18,203,072 RMB common shares 18,203,072 Securities Investment Fund National Social Security Fund-103 portfolio 15,354,520 RMB common shares 15,354,520 Domestically listed BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 14,931,279 14,931,279 foreign shares National Social Security Fund-106 portfolio 10,998,775 RMB common shares 10,998,775 Bank of Communications – Fullgoal Tianyi Value Securities 9,044,698 RMB common shares 9,044,698 Investment Fund China Minsheng Banking Corp. Ltd.- Yinhua Shenzhen Stock 100 6,648,366 RMB common shares 6,648,366 Index Classification Securities Investment Fund National Social Security Fund-116 portfolio 6,646,870 RMB common shares 6,646,870 Among the top ten shareholders, there has no associated relationship between Wuxi Industry Development Group Co., Ltd. and other shareholders, the first largest shareholder of the Company; and they do not belong to the consistent actionist regulated by the Management Measure of Explanation on related relationship or concerted action among the Information Disclosure on Change of Shareholding for abovementioned shareholders Listed Company. Fullgoal Tianbo Innovation Theme Stock Securities Investment Fund and Fullgoal Tianyi Value Security Investment Fund shares the same fund manager –Fullgoal Fund Management Co., Ltd. Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period 4 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 □ Yes √ No The shareholders of the Company have no buy-back agreement dealing in reporting period. 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 5 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable (I) Impact on consolidated statement of the Company from revised or new Accounting Standards for Business Enterprise In line with relevant rules in Accounting Standards for Business Enterprise No.2- Long-term equity investment revised in 2014, as for the ―long-term equity investment‖ which the Company has no common control or significant influence on the invested unit and without quotation in active market, whose fair value could not be able to measured surely, concluded in Accounting Standards for Business Enterprise No.22- Recognition and Measurement of Financial Instruments and listed in item of ―financial assets available for sale‖ for calculation instead of ―long-term equity investment‖. The adjustment exercise since 1 July 2014 and RMB 202,940,000 in total are involved in book, consolidated balance sheet at period-end and amount of balance sheet of parent company at beginning of the Year have adjusted correspondingly. (II) Particular about major changes from financial indexes as well as reasons 1. Accounts receivables: Increased RMB 336,224,700 over that of year-begin at end of the Period with 29.68 percent up, mainly due to the growth of sales income; 2. Account paid in advance: Increased RMB 237,587,900 over that of year-begin at end of the Period with 136.23 percent up, mainly because follow-up investment for national IV products increased. 3. Interest receivable: Decreased RMB 46,200,000 over that of year-begin, mainly because deposit receipt on due and interest receivables collected. 4. Dividends receivable: Decreased RMB 22,937,000 over that of year-begin, mainly because register capital has increased by transferring from rests of the retained profit of RBCD for year of 2012. 5. Other receivable: Increased RMB 6,402,900 over that of year-begin, mainly due to the growth of the rental fee receivable. 6. Financial assets available for sale: Increased RMB 154,299,600 over that of year-begin at end of the Period with 31.62 percent up, mainly because investment for Shanghai Chengding Detong in the Year and fair value of the financial assets available for sale increased. 7. Investment held-to-maturity: Increased RMB 130 million over that of year-begin at end of the Period with 32.5 percent up, mainly because un-matured financing at period-end increased over that of year-beginning. 8. Long-term equity investment: Increased RMB 767,058,200 over that of year-begin at end of the Period with 30.44 percent up, mainly because the profit of the shareholding enterprise RBCD increased greatly. 9. Projects under construction: Increased RMB 248,963,300 over that of year-begin at end of the Period with 124.82 percent up, mainly because investment for Weifu Industry Park construction increased; 10. Notes payable: Increased RMB 166,496,000 over that of year-begin at end of the Period with 43.42 percent 6 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 up, mainly because settlement business with note payables increased; 11. Investment income: Increased RMB 341,211,500 over same period of last year at Period with 73.69 percent up, mainly because the profit of the shareholding enterprise increased greatly; 12. Asset impairment loss: Increased RMB 13,580,200 over same period of last year at Period, mainly because accrual for inventory impairment losses increased; 13. Non-operating revenue: Increased RMB 4,193,700 over same period of last year, mainly due to the confirmation of government relocation compensation; 14. Net cash flow arising from operation activities: Increased RMB 163,839,800 over same period of last year at reporting Period with 30.09 percent up, mainly due to the growth of sales income; 15. Net cash flow arising from investment activities: RMB 133,251,000 decreased over same period of last year at reporting Period, mainly because net cash out flow from trust financing decreased over same period of last year, meanwhile, investment for Weifu industry park and Ningbo Tianli new plant district increased in the Period; 16. Net cash flow arising from financing activities: Increased RMB 549,556,900 over same period of last year, mainly because short-term loans increased at same period of last year, and short-term loans cuts down in the Period, dividend for shareholders increased in the Year. II. Progress of significant events, their influences, and analysis and explanation of their solutions √ Applicable □Not applicable Progress of part of the projects with fund raised: 1. WAPS research development and industrial diesel common rail system components capacity enhancement project 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, therefore, the Company rapid up the capacity improvement for common rail parts at present for components involved in the project with diesel common rail system. 2. The construction of industry park project Project is in a successfully progress and star to remove in September 2014 and expected complete in June 2015. 3. Battery material of engines and R&D of battery project Due to an uncertainty in aspect of technology and policy, therefore, the Company was prudent for this project and continued to follow development of power battery and would make decisions if needed. Disclosure Overview Query index for interim notice date On 21 January 2012, the Reply on Approval of Private Placement under the name of WFHT( Zheng Jian Xu Ke [2012] No.109) was approved and issued by CSRC, approved the Company to offering 112,858,000 new shares at most privately. Jiangsu Gongzheng The ‖Report on Private Placement and issued the ―Capital Verification Report Su Gong W [2012] No. B Announcement of Listing (Summary)‖ (Notice 2012-02-28 006‖ on 10 February 2012: ended as 10 February 2012, WFHT has No.: 2012-12) published on Juchao offered 112,858,000 RMB common shares (A-share), fund raised Website(www.cninfo.com.cn) amounting as 2,866,028,910.00 Yuan, net amount of fund raised amounting as 2,850,124,252.93 Yuan excluding the distribution costs15,904,657.07 Yuan. 7 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 The Proposal of Changing the Fund-raised Projects Investment Plan ― Notice of Changing the Fund-raised Projects th th was deliberated and approved by 9 meeting of 7 session of the Investment Plan‖ (Notice No.: 2013-007) 2013-03-28 Board held on 26 March 2013 and Annual General Meeting 2012 released on Juchao Website dated 23 May 2013. The amount invested in industrialization of tail (www.cninfo.com.cn) treatment system project changed from 260 million Yuan originally ―Resolution Notice of AGM of 2012‖ released to 340 million Yuan, the parts adjusted will funding with 2013-05-24 on Juchao Website (www.cninfo.com.cn) self-owned capital. ‖ Special Report on Fund-raised Deposit and Use Special Report on Fund-raised Deposit and Use of Funds for year 2013-03-28 of Funds for year of 2012‖ released on Juchao of 2012 Website (www.cninfo.com.cn) ―Special Report on Fund-raised Deposit and Use Special Report on Fund-raised Deposit and Use of Funds for year 2014-04-15 of Funds for year of 2013 ―released on Juchao of 2013 Website (www.cninfo.com.cn) ―Special Report on Fund-raised Deposit and Use Special Report on Fund-raised Deposit and Use of Funds for fist of Funds for fist half year of 2014‖ published on 2014-08-30 half year of 2014 Juchao Website (www.cninfo.com.cn) III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period √ Applicable □Not applicable Dated Commitment for Commitm Commitments Contents Implementation party commit ent term ment Commitments fulfilled. In order to promote the listed company’s The ―Unfulfilled steady and healthy development, fully Commitment of Share mobilize senior executives so as to ensure Wuxi Industry Merger Reform Made by to combine the interests of the governance Development Majority Shareholder and and shareholders of the Company, Weifu Group Co., Ltd. Proposal of Changing the Share Merger Industry Group committed: after Weifu 2006-04 (hereinafter Management Incentive Reform High-tech finishing Share Merger Reform, -05 referred to as Mechanism Plan of WFHT‖ under related regulations of the state and ―Industry and ―Implementation Method Wuxi government in terms of governance Group‖) of Incentive Fund‖ were encouragement system of listed company, deliberated and approved by the Group would the stock incentive plan AGM of 2013 held on 20 for management level of Weifu High-tech. June 2014 Commitments in report of acquisition or equity change 8 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 Commitments in assets reorganization The privately offering of the Company WUXI totally issue 112,858,000 A-shares to INDUSTRY Commitments in substantial shareholder Wuxi Industry DEVELOPMEN initial public Group and foreign strategy investor T GROUP CO., Implementing offering or ROBERT BOSCH GMBH. The above said LTD. and refinancing shares are listed for trading in Shenzhen ROBERT Stock Exchange since 29 February 2012 BOSCH GMBH with 36-month restriction Other commitments to minority shareholders of the Company Completed on Yes time or not Detail reasons for un-complement Not applicable and further plan(if applicable) IV. Estimation of operation performance for year of 2014 Estimation of 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 of reason □Applicable √Not applicable V. Particular about security investment √ Applicable □Not applicable Proportion Amount of Proportio Gains Vari ofAmount of Short stock-holdin stock-holdi n of Book value and loss ety Code of Initial stock-hold Sourc form of g at the ng at the stock-hol at the end of in the Accounting of securitie investment ing at the end of the e of securitie cost(RMB) beginning of ding at the period reportin subject secu s beginning period stock s the period rities (Share) the end of (RMB) g of the (Share) the period (RMB) period Stoc 600841 SDEC 199,208,000 23,680,000 2.73% 23,680,000 2.73% 282,976,000 1,397,12 Financial Subsc 9 无锡威孚高科技集团股份有限公司 2014 年第三季度报告正文 k .00 .00 0.00 assets riptio available for n sales Financial Miracle Subsc Stoc 69,331,500. 156,333,000 assets 002009 Logistic 9,300,000 2.90% 9,300,000 2.90% riptio k 00 .00 available for s n sales 268,539,500 439,309,000 1,397,12 Total 32,980,000 -- 32,980,000 -- -- -- .00 .00 0.00 Disclosure date of 2012-03-24 securities investment 2013-06-04 approval from the Board Disclosure date of securities investment approval from Shareholders’ Meeting (if applicable) Explanation on equity of other listed company held □ Applicable √ Not applicable No security investment in Period-end. VI. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Time Place Way Type Reception Contents discussed and material provided From July to Office of the Public Answer investors on-line via interactive platform Written inquiry Individual September of 2013 Board investor for investors (http://irm.p5w.net/dqhd/sichuan/) From July to Office of the Telephone Public Individual Basic condition of the Company and the market September of 2013 Board communication investor Board of Directors of Weifu High-Technology Group Co., Ltd. 25 October 2014 10