无锡威孚高科技集团股份有限公司 2017 年第一季度报告正文 Stock Code: 000581, 200581 Notice No.: 2017-011 Short Form of the Stock: Weifu High-Tech, Su Weifu-B Weifu High-Technology Group Co., Ltd. Text of First Quarterly Report 2017 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 2017 年第一季度报告正文 Section II. Company Profile 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 Current Period Same period of last year same period of last year Operating income (RMB) 2,457,239,285.84 1,533,288,775.97 60.26% Net profit attributable to shareholders of 645,645,422.01 405,471,329.51 59.23% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 574,207,149.77 331,616,138.91 73.15% non-recurring gains and losses(RMB) Net cash flow arising from operating 92,118,223.65 42,831,760.61 115.07% activities(RMB) Basic earnings per share (RMB/Share) 0.64 0.40 60.00% Diluted earnings per share (RMB/Share) 0.64 0.40 60.00% Weighted average ROE 4.88% 3.39% 1.49% Changes of this period-end End of this period End of last period over same period-end of last year Total assets (RMB) 18,149,666,013.72 17,263,771,897.78 5.13% Net assets attributable to shareholder of 13,526,769,295.13 12,927,344,292.47 4.64% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Amount from year-begin Item Note to period-end Gains/losses from the disposal of non-current asset (including the write-off that -1,059,372.05 accrued for 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 8,329,131.76 relevant to enterprise’s business) Gain or loss on the investment or management of assets 52,468,395.94 2 无锡威孚高科技集团股份有限公司 2017 年第一季度报告正文 Held transaction financial asset, gains/losses of changes of fair values from transaction financial liabilities, and investment gains from disposal of transaction financial asset, transaction financial liabilities and financial asset available for 24,625,516.88 sales, exclude the effective hedging business relevant with normal operations of the Company Other non-operating income and expenditure except for the aforementioned items -335,608.38 Less : impact on income tax 12,566,745.37 Impact on minority shareholders’ equity (post-tax) 23,046.54 Total 71,438,272.24 -- 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. Total number of shareholders at the end of this report period and top ten shareholders 1. Common and preferred stockholders with voting rights recover and the top ten share-holding In Share Total common shareholders at the end of Total preferred stockholders with voting rights 44,711 0 report period recover at the end of report period (if applicable) Top ten shareholders Number of share Amount of Proportion Amount of pledged/frozen Nature of Shareholder’s name of shares restricted shares shareholder shares held held State of Amo held share unt WUXI INDUSTRY DEVELOPMENT State-owned legal 20.22% 204,059,398 CROUP CO., LTD. person Foreign legal ROBERT BOSCH GMBH 14.16% 142,841,400 person China Securities Finance Corporation State-owned legal 2.63% 26,555,515 Limited person Foreign legal HKSCC Nominees Limited 2.58% 25,983,776 person Kangjian Assets Management Company Foreign legal 1.52% 15,339,892 3 无锡威孚高科技集团股份有限公司 2017 年第一季度报告正文 –Client’s fund person BBH BOS S/A FIDELITY FD - CHINA Foreign legal 1.31% 13,243,837 FOCUS FD person Central Huijin Assets Management Co., State-owned legal 1.27% 12,811,200 Ltd. person Foreign legal UBS AG 1.23% 12,438,322 person Foreign legal Puxin Investment Company- Client’s fund 1.18% 11,919,831 person RBC EMERGING MARKETS EQUITY Foreign legal 0.95% 9,626,264 FUND person Top ten shareholders with unrestricted shares held Amount of unrestricted Type of shares Shareholder’s name shares held Type Amount WUXI INDUSTRY DEVELOPMENT CROUP CO., LTD. 204,059,398 RMB common share 204,059,398 RMB common share 115,260,600 ROBERT BOSCH GMBH 142,841,400 Domestically listed 27,580,800 foreign share China Securities Finance Corporation Limited 26,555,515 RMB common share 26,555,515 HKSCC Nominees Limited 25,983,776 RMB common share 25,983,776 Kangjian Assets Management Company –Client’s fund 15,339,892 RMB common share 15,339,892 Domestically listed BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 13,243,837 13,243,837 foreign share Central Huijin Assets Management Co., Ltd. 12,811,200 RMB common share 12,811,200 UBS AG 12,438,322 RMB common share 12,438,322 Puxin Investment Company- Client’s fund 11,919,831 RMB common share 11,919,831 Domestically listed RBC EMERGING MARKETS EQUITY FUND 9,626,264 9,626,264 foreign share Among the top ten shareholders, the Company knew there has no associated relationship between Wuxi Industry Development Croup Note of related relationship among the above shareholders Co., Ltd., the first largest shareholder of the Company, and other and concerted actors shareholders; and they do not belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Company. Explanation on top ten common stock shareholders involving Not applicable securities margin trading (if applicable) 4 无锡威孚高科技集团股份有限公司 2017 年第一季度报告正文 Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total shareholders with preferred stock held at Period-end and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable 5 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons √ Applicable □ Not applicable (i) Explaination on change of items in balance sheet: 1. Monetary funds: decreased 2568.9811 million Yuan over that of year-beginning with 64.72% declined, mainly because purchasing more financial products in the Period; 2. Accounts receivable: increased 772.1033 million Yuan over that of year-beginning with 58.28% up, mainly because sales in the Peirod rose month on month; 3. Other receivables: increased 5.9569 million Yuan over that of year-beginning with 100.83% up, mainly because travel allowance etc. at period-end increased; 4. Other current asstes: increased 2677.331 million Yuan over that of year-beginning with 139.89% up, mainly because purchasing more financial products in the Period; 5. Taxes payable: increased 46.8004 million Yuan over that of year-beginning with 74.72% up, mainly because enterprise income tax and VAT payable increased in the Period; 6. Other payable: decreased 38.1944 million Yuan over that of year-beginning with 39.57% declined, mainly because various cash deposit payable declined in the Period; 7. Other comprehensive income: decreased 46.5351 million Yuan over that of year-beginning with 32.15% declined, mainly because fair value of finance asset available for sales declined at period-end. (ii) Explaination on change of items in income statement: 1. Operation revenue and cost: increased 923.9505 million Yuan and 761.786 million Yuan respectively compared with same period of last year, with 60.26% and 63.12% grwoth respectively, mainly because sales for main products have dramatically growth for rapidly development of commercial vehicle in market; 2. Business tax and surcharge: increased 11.8323 million Yuan compared with same period of last year with 160.69% up, mainly due to the soaring sales and property tax, use tax of land, vehicle and vessel usage tax and stamp tax are adjusted to item of “business tax and surcharge” instead of “administrative expenses” since May of 2016; 3. Financial expenses: increased 2.3583 million Yuan compared with same period of last year, mainly because the interest from deposit are declined for completion of raised-fund; 4. Assets impairment loss: decreased 13.3437 million Yuan compared with same period of last year with 322.84% down, mainly because provision switch-back due to the fluctuation of price for raw materials; 5. Investment income: increased 146.451 million Yuan compared with same period of last year with 44.84% growth, mainly because joint venture and cooperative enterprise have more earnings in the Peirod; 无锡威孚高科技集团股份有限公司 2017 年第一季度报告正文 6. Non-operation revenue and expenditure: decreased 5.7982 million Yuan and 4.7169 million Yuan respectively compared with same period of last year, mainly because relocation revenue and expenditure recognized in the Period declined; (iii) Explaination on change of items in cash flow statement: 1. Net cash flow arising from operation activity: more 49.2864 million Yuan in-flow compared with same period of last year with 115.07% up, mainly because saels collection has y-o-y growth; 2. Net cash flow arising from investment activity: decreased 724.3398 million Yuan out-flow compared with same period of last year, mainly because financial products purchasement and colelction on due declined on a y-o-y basis; 3. Net cash flow arising from financing activity: increased 131.4703 million Yuan in-flow compared with same period of last year, mainly because bank loans increased in the Peirod and returning borrowings to the bank last period; II. Analysis and explanation of significant events and their influence and solutions √ Applicable □ Not applicable 1. Proposed investment in establishment of industrial acquisition funds by a wholly-owned subsidiary of the Company On 31 May 2016, the 8th board of directors of the Company held the 7th meeting to consider and approve the proposal relating to proposed investment in establishment of industrial acquisition funds by a wholly-owned subsidiary of the Company. In order to accelerate industrial upgrade and development progress, reserve merger & acquisition projects, improve its comprehensive strength and realize its development strategy, the Company entered into initial intention of cooperation with Ping’an Securities, pursuant to which, Weifu Auto Diesel, a wholly-owned subsidiary of the Company, intended to cooperate with Ping’an Ronghui (a subsidiary of Ping’an Caizhi which is a wholly-owned subsidiary of Ping’an Securities) to invest in establishing industrial acquisition funds. The relevant announcements (No.: 2016-013 and 2016-015) were published on China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website (http://www.cninfo.com.cn). At the current stage, this matter is in the progress of preparation. 2. Proposed application for listing in the national middle and small enterprises stock transfer system by the controlling subsidiary Weifu Tianli On 25 October 2016, the 8th board of directors of the Company held the 9th meeting to consider and approve the proposal relating to proposed application for listing in the national middle and small enterprises stock transfer system by the controlling subsidiary Weifu Tianli Pressure Technology Co., Ltd. on 30 December 2016, Weifu Tianli was served with the notice of acceptance from the National Middle and Small Enterprise Stock Transfer System Company Limited (GP2016120120). The relevant announcements (No.: 2016-020, 2016-023 and 2017-001) were published on China Securities, Securities Times, Hong Kong Commercial Daily and Juchao 7 无锡威孚高科技集团股份有限公司 2017 年第一季度报告正文 Information Website (http://www.cninfo.com.cn). At the current stage, this matter is in the progress of consideration and approval. 3. Equity of partial participating stock companies are frozen On 6 March 2017, the Company received a charging documents mail by Shenzhen Intermediate People’s Court of Guangdong Province (hereinafter referred to as Shenzhen Intermediate Court). According to the charging documents served by Shenzhen Intermediate Court, Shenzhen Branch of China Cinda Asset Management Co., Ltd. —the plaintiff, suit against eight defendants including the Company and the third party- Shenzhen Hejun Venture Holding Co., Ltd. for damaging interest of creditors, two cases involved. The Shenzhen Intermediate Court accepted the trail and made a civil order of (2016) Yue 03 Min Chu No.2490, and (2016) Yue 03 Min Chu No.2492, that is to sealed-up, distrained or frozen the property of 217 million Yuan in total under the name of eight defendants. By inquring, the 15.3 million shares of SDEC and 4.71 million shares of Miracle Automation held by the Company are forced freezing. Relevant notice (Notice No.: 2017-002) released on China Securities Jornal, Securiteis Times, Hong Kong Commercial Daily and Juchao Website (http://www.cninfo.com.cn). The Company hiring professsional lawyers for coordinating the issues actively, and cope with the frozen equity as soon as possible in normal leagal approach, protec legitimate rights and interst of the Company in acordance with the law. 4. Subsidiary Kunming Xitong and Weifu Tianshi cancelled respectively dated 16 Feb. 2017 and 14 March 2017. Overview Date for disclosure Information index for temporary report disclosure Proposed investment in establishment of industrial Notice of Proposed investment in establishment of industrial acquisition acquisition funds by a 2016-06-02 funds by a wholly-owned subsidiary of the Company((Notice No.: wholly-owned subsidiary of the 2016-015) released on Juchao Website (www.cninfo.com.cn)) Company Notice of Proposed application for listing in the national middle and small enterprises stock transfer system by the controlling subsidiary Weifu Proposed application for listing in 2016-10-27 Tianli((Notice No.: 2016-023) released on Juchao Website the national middle and small (www.cninfo.com.cn)) enterprises stock transfer system Notice of Progress of Proposed application for listing in the national by the controlling subsidiary middle and small enterprises stock transfer system by the controlling Weifu Tianli 2017-01-07 subsidiary Weifu Tianli((Notice No.: 2017-001) released on Juchao Website (www.cninfo.com.cn)) Notice of equity of partial participating stock companies are Equity of partial participating 2017-03-08 frozen((Notice No.: 2017-002) released on Juchao Website stock companies are frozen (www.cninfo.com.cn)) 8 无锡威孚高科技集团股份有限公司 2017 年第一季度报告正文 III. Commitments non-performance over due in reporting period from committed parties as actual controller, shareholders, related party, acquirer and the Company □Applicable √Not applicable No the above mentioned commitment occurred in the period. IV. Predict of the business performance from January to June 2017 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □Applicable √Not applicable V. Securities Investment √ Applicable □ Not applicable Amount Proportio Amount of n of of Proportio Initial stock-hol Book n of Gains and Short investmen ding at stock-hol stock-hol value at Variety of Code of stock-hol loss in the Accounti Source of form of t the the end of securities securities ding at the ding at ding at reporting ng subject stock securities cost(RM beginning the period the end of (RMB) B) of the beginning the end of (RMB) the period period of the the period (Share) period (Share) Financial 199,208,0 18,600,00 15,300,00 214,200,0 -2,761,48 assets Owned Stock 600841 SDEC 2.15% 1.76% 00.00 0 0 00.00 3.12 available fund for sales Financial Miracle 69,331,50 65,139,30 -3,014,40 assets Owned Stock 002009 4,710,000 1.29% 4,710,000 1.29% Logistics 0.00 0.00 0.00 available fund for sales 268,539,5 23,310,00 20,010,00 279,339,3 -5,775,88 Total -- -- -- -- 00.00 0 0 00.00 3.12 Disclosure date of securities 2012 年 3 月 24 日 investment approval by the Board 2013 年 6 月 4 日 Disclosure date of securities investment approval by Not applicable shareholders meeting (if applicable) 9 无锡威孚高科技集团股份有限公司 2017 年第一季度报告正文 VI. Derivative investment □ Applicable √ Not applicable No derivative investment in the Period. VII. Registration form for receiving research, communication and interview in the report period √ Applicable □ Not applicable Date Method Type of investors Index for the interview and research 1 Jan. 2017 to 31 Written The Company answered 60 questions for investors online through the Other Mar. 2017 inquiries investor relations interactive platform(http://irm.p5w.net/dqhd/sichuan/) Telephone 1 Jan. 2017 to 31 Basic condition of the Company and the market for year of 2016, communicat Other Mar. 2017 communicate with more than 50 investors through telephone ion VIII. External security against the rules □ Applicable √ Not applicable The Company has no external security against the rules in the Period IX. Controlling shareholders' and its related party's non-business capital occupying of the listed company □ Applicable √ Not applicable There are no controlling shareholders' and its related party's non-business capital occupying of the listed company Board of Director of Weifu High-Technology Group Co., Ltd 28 April 2017 10