2013 Annual Report of Wuhan Boiler Company Limited
WUHAN BOILER COMPANY LIMITED
2013 ANNUAL REPORT
2014-035
(Updated)
June 2014
1
2013 Annual Report of Wuhan Boiler Company Limited
Section I Important Notes, Contents & Definition
The Board of Directors, the Board of Supervisors as well as Board Directors, Supervisors and Senior Management
of Wuhan Boiler Company Limited (hereinafter referred to as “the Company”) hereby confirm that this Annual
Report is authentic, accurate and complete without any misstatement, misleading statement or material omission
and will take individual and joint and several liabilities for that.
All Board Directors have attended the Board Meeting for reviewing this Report.
The Company planned not to distribute cash dividends, or grant bonus shares, or transfer capital reserve into share
capital.
Mr. Yeung Kwok Wei Richard, Company Principal, Mr. Chin Wee Hua, Accounting Principal, and Mr. Li Yihao,
the Accounting Division’s Principal (Accounting Manager), hereby ensure that the Financial Report enclosed in
this Annual Report is true, accurate and complete.
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2013 Annual Report of Wuhan Boiler Company Limited
Contents
2013 Annual Report ................................................................................................................................................. 1
I. Important Notes, Contents & Definition ............................................................................................................ 2
II. Company Profile ................................................................................................................................................. 6
III. Summary of Accounting Data and Financial Indexes.................................................................................... 8
IV. Report of the Board of Directors .....................................................................................................................11
V. Significant Events .............................................................................................................................................. 29
VI. Changes in Shares and Particulars about Shareholders .............................................................................. 43
VII. Particulars about Directors, Supervisors, Senior Management and Employees ..................................... 49
VIII. Corporate Governance ................................................................................................................................ 60
IX. Internal Control............................................................................................................................................... 68
X. Financial Report ............................................................................................................................................... 70
XI. Documents Available for Reference ............................................................................................................. 183
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2013 Annual Report of Wuhan Boiler Company Limited
Definition
Term Refers to Definition
CSRC Refers to China Securities Regulatory Commission
Hubei CSRC Refers to Hubei Securities Regulatory Bureau under China Securities
Regulatory Commission
SZSE Refers to Shenzhen Stock Exchange
The Company Law Refers to The Company Law of the People’s Republic of China
The Securities Law Refers to The Securities Law of the People’s Republic of China
The Stock Listing Rules Refers to The Stock Listing Rules of Shenzhen Stock Exchange
(Revised in 2012)
The Articles of Association Refers to The Articles of Association of Wuhan Boiler Company
Limited
Controlling shareholder Refers to Alstom (China) Investment Company Limited
WBG Refers to Wuhan Boiler Group Co., Ltd
Lanxiang Company Refers to Wuhan Lanxiang Energy & Environmental Protection
Technologies Inc.
Alstom Refers to Alstom (a France-listed company)
Alstom Holdings Refers to Alstom Holdings
Company, the Company Refers to Wuhan Boiler Company Limited
The cninfo website Refers to http://www.cninfo.com.cn
Report period Refers to Jan. 1, 2013- Dec. 31, 2013
Yuan, Thousand Yuan, Million Yuan, Refers to RMB Yuan, RMB Thousand Yuan, RMB Million Yuan,
Billion Yuan RMB Billion Yuan
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2013 Annual Report of Wuhan Boiler Company Limited
Warning of Significant Risks
1. As approved by the Shareholders’ Meeting, the Company was awarded 2.2 Billion RMB shareholders loan
facilities by Alstom (China) Investment Co., Ltd. By Dec 31, 2013, the Company totally borrowed 1.4292 Billion
RMB, and the Company’s Shareholders’ Meetings continuously approved the estimated shareholder loan interests
in the past years, which makes the shareholder loan agreements extended smoothly. If the estimated related party
transactions are vetoed in 2013 Annual Shareholders’ Meeting held in 2014, which means that the shareholder
entrusted loan agreement cannot be extended and orders of related party transactions cannot be signed, the
Company will be at the risk of debt payment, which shall also bring countless negative impact to the normal
business operation of the Company. Therefore, all investors are reminded to focus on such risk and try to avoid it.
2. As shown by the audit reports, the net profit attributable to shareholders of the Company and the net assets were
both negative for three consecutive accounting years of 2011, 2012 and 2013. According to Article 14.1.1 and
Provision 14.1.2 of the Stock Listing Rules of Shenzhen Stock Exchange, trading of the Company’s stock will be
suspended since the disclosure date of the Company’s 2013 Annual Report (Apr. 29, 2013) and Shenzhen Stock
Exchange will make a decision of listing suspension of the Company’s stock within 15 trading days since the
aforesaid trading suspension. And investors are kindly reminded to invest rationally and pay attention to possible
risks.
3. On Apr. 11, 2014, the Company disclosed the Plan for Debt-to-equity Conversion. The Plan is the important
measure taken by the Company to avoid the delisting of its stocks. After the implementation of the Plan, the net
asset value of the Company would turn to be positive, thus would satisfy the criteria in relation to net asset value
for the purpose of listing resumption. However, if the relevant financial indexes of the Company fail to meet the
criteria of application for listing resumption, the Company’s stocks will still be facing the risk of delisting.
4. Securities Times, Ta Kung Pao and www.cninfo.com.cn are designated by the Company as the media for
information disclosure. All information of the Company shall be subject to the disclosure of the Company on the
said media. The Company will adopt a serious attitude in performing its duty of information disclosure in time in
strict compliance with relevant laws and regulations. And investors are kindly reminded to invest rationally and
pay attention to possible risks.
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2013 Annual Report of Wuhan Boiler Company Limited
Section II Company Profile
I. Basic information of the Company
Stock abbreviation *ST WuguoB Stock code 200770
Stock abbreviation after
---
change (if any)
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 司公限有份股炉锅汉武
Abbr. of the Chinese name of
the Company
份股锅武
English name of the Company
WUHAN BOILER COMPANY LIMITED
(if any)
Abbr. of the English name of
WBC
the Company (if any)
Legal representative of the
Yeung Kwok Wei Richard
Company
Registered address No. 1, Liufangyuan Road, East Lake New Technology Development Zone, Wuhan, Hubei
Postal code for the registered
430205
address
Office address No. 1, Liufangyuan Road, East Lake New Technology Development Zone, Wuhan, Hubei
Postal code for the office
430205
address
Internet website of the
http://www.wbcl.com.cn
Company
Email address cnwhu.wbc@power.alstom.com
II. Contact Information
Board Secretary Securities Affairs Representative
Name Xu Youlan Hou Li
No. 1, Liufangyuan Road, East Lake New No. 1, Liufangyuan Road, East Lake New
Contact address Technology Development Zone, Wuhan, Technology Development Zone, Wuhan,
Hubei Hubei
Tel. 027 81993700
） （ 027 81994270
） （
Fax 027 81993701
） （ 027 81993701
） （
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2013 Annual Report of Wuhan Boiler Company Limited
E-mail youlan.xu@power.alstom.com li.hou@power.alstom.com
III. About information disclosure and where this report is placed
Newspapers designated by the Company for Domestic: Securities Times
information disclosure Overseas: Ta Kung Pao
Internet website designated by CSRC for
http://www.cninfo.com.cn
disclosing this report
Where this report is placed Securities Department of the Company
IV. Change of the registered information
Registration date Registration place Business license No. Tax Registration No. Organizational code
No. 586, Wuluo QGEZFZ No.
Initial registration Apr. 8, 1998 420106271756432 27175643-2
Road, Wuhan, Hubei 002591
No. 1, Liufangyuan
Road, East Lake
At the end of the
Oct. 30, 2009 New Technology 420000400000568 420101271756432 27175643-2
report period
Development Zone,
Wuhan, Hubei
Change of the Company’s main business
No change
since listing (if any)
Changes of the controlling shareholder (if
No change
any)
V. Other information
The CPA firm engaged by the Company:
Name Union Power Certified Public Accountants (Special General Partnership)
Office address Zhonghuan Mansion, No. 169 East Lake Road, Wuchang, Wuhan
Signing accountants Wang Mingcui, Li Yanbin
Sponsor engaged by the Company to conduct consistent supervision during the report period
√ Applicable □ Not applicable
Name Office address Sponsor representative Consistent supervision period
Room 4901, Jinmao Building,
Changjiang Financing Services From Feb. 8, 2013 to the
88 Shiji Avenue, Pudong New Wang Shiping, Wang Jue
Co., Ltd. disclosure date of this report
District, Shanghai
Financial consultant engaged by the Company to conduct consistent supervision during the report period
□ Applicable √ Not applicable
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2013 Annual Report of Wuhan Boiler Company Limited
Section III Summary of Accounting Data and Financial Indexes
I. Major accounting data and financial indexes
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
Unit: RMB Yuan
Increase or
decrease of this
2013 2012 2011
year over last year
(%)
Operating revenues (RMB
866,341,650.15 768,602,352.97 12.72% 518,177,439.70
Yuan)
Net profit attributable to
shareholders of the Company -120,271,304.16 -94,341,156.10 -27.49% -263,452,709.03
(RMB Yuan)
Net profit attributable to
shareholders of the Company
-152,081,498.02 -99,994,043.29 -52.09% -264,043,557.18
after deducting non-recurring
gains and losses (RMB Yuan)
Net cash flows from operating
51,736,979.90 83,683,857.16 -38.18% -310,753,665.44
activities (RMB Yuan)
Basic EPS (RMB Yuan/share) -0.4 -0.32 -25% -0.89
Diluted EPS (RMB
-0.4 -0.32 -25% -0.89
Yuan/share)
Weighted average ROE (%) -9.23% -8.38% -0.85% -26.02%
Increase or
As of Dec. 31, As of Dec. 31, decrease of this As of Dec. 31,
2013 2012 year-end than last 2011
year-end (%)
Total assets (RMB Yuan) 1,339,647,873.78 1,623,377,051.66 -17.48% 1,749,077,941.25
Net assets attributable to
shareholders of the Company -1,363,490,842.13 -1,243,219,537.97 -9.67% -1,148,878,381.87
(RMB Yuan)
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2013 Annual Report of Wuhan Boiler Company Limited
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 Net assets attributable to shareholders of
the Company the Company
2013 2012 Closing amount Opening amount
According to Chinese
-120,271,304.16 -94,341,156.10 -1,363,490,842.13 -1,243,219,537.97
accounting standards
Items and amounts adjusted according to international 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 Net assets attributable to shareholders of
the Company the Company
2013 2012 Closing amount Opening amount
According to Chinese
-120,271,304.16 -94,341,156.10 -1,363,490,842.13 -1,243,219,537.97
accounting standards
Items and amounts adjusted according to overseas accounting standards
3. Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
There is no difference between accounting data under domestic and overseas accounting standards.
III. Items and amounts of non-recurring gains and losses
Unit: RMB Yuan
Items 2013 2012 2011 Notes
Gain/loss on the disposal of
non-current assets (including the
315,276.69 4,496.45 -48,709.05
offset part of the asset impairment
provisions)
Tax rebates, reductions or exemptions
due to approval beyond authority or
3,250,908.24 3,044,655.10
the lack of official approval
documents
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2013 Annual Report of Wuhan Boiler Company Limited
Government grants recognized in the
current year, except for those acquired
in the ordinary course of business or
277,776.00 277,776.00 283,776.00
granted at certain quotas or amounts
according to the country’s unified
standards
Impairment provision reversal of
accounts receivable on which the
33,593,046.10
impairment test is carried out
separately
Non-operating income and expense
2,723,593.64 1,737,238.98 355,781.20
other than the above
Less: Income tax effects 8,338,761.53
Minority interests effects (after
11,645.28 -588,720.66
tax)
Total 31,810,193.86 5,652,887.19 590,848.15 --
Explain the reasons if the Company classifies an item as a non-recurring gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Public Listed Companies - Non-recurring
Gains and Losses, or classifies any non-recurring gain/loss item mentioned in the said explanatory announcement
as a recurrent gain/loss item
□ Applicable √ Not applicable
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2013 Annual Report of Wuhan Boiler Company Limited
Section IV Report of the Board of Directors
I. Overview
In 2013, both investment and the installed capacity of the power industry continued to show a decline in growth.
In face of shrinking markets, the Company showed no fear and managed to prove its capability in manufacturing
and technology to utilize Alstom technology on supercritical boilers to deliver EN and ASME qualified products
to Europe and Southeast Asia. The Company intends to expand China boiler market with the clean technology and
high efficiency boiler products from Alstom. Management believes that the Company can make continuous and
stable development with the dedication of all employees and its advanced technologies.
During the report period, all the employees of the Company overcame difficulties and forged ahead under the
leadership of the Management, keeping production and operation continuously stable. For 2013, the Company
achieved operating revenues of RMB 866,341,650.15, an increase of 12.72% over last year; total profit of
RMB-116,184,402.36, representing a year-on-year decrease of 62.28%; and net profit attributable to shareholders
of the Company of RMB-120,271,304.16, decreasing 27.49% from last year.
II. Main business analysis
1. Overview
In the report period, the Company was mainly engaged in production and sales of utility boilers, with no major
change to the profit structure and sources.
(1) Main business indexes in the report period: Unit: RMB Yuan
Increase or
decrease of
Item 2013 2012 Reasons for change
this year over
last year (%)
866,341,650.15 768,602,352.97 12.72%Due to income increase from construction contracts
Operating revenue such as Tanjung Bin, Binzhou Beihai and Yanbu
which are under execution this period
825,885,096.14 711,000,824.88 16.16%Due to increase in man hours incurred and materials
Operating costs consumed in production of more projects under
execution this period
Business tax and surcharges 0.00 2,327.80 -100.00% Decline in taxable revenue of labor services
18,062,876.92 10,133,514.15 78.25%Due to increase in tendering cost and relevant
Distribution expenses expenses in sales department for biding in many
tendering projects this period
11,181,305.21 -9,179,805.70 221.80% Due to increase in impairment of non-project stock
Impairment loss inventories and decrease in release of doubtful
debts in payment collection
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2013 Annual Report of Wuhan Boiler Company Limited
Net gain on change in fair -67,448.47 2,356,173.93 -102.86% Due to decrease of FV gain from unexpired hedging
value instruments and hedged items
5,016,123.13 23,333,169.80 -78.50%Due to decrease in temporary deductible difference
Income tax expenses in reversal of doubtful debt provisions made in
previous years due to payment collection
Net cash flows from 51,736,979.90 83,683,857.16 -38.18%Due to refund of customers’ advances for the
operating activities change of the supply scope in project contracts
Net cash flows from -17,070,395.82 -21,376,277.48 20.14%Due to decrease of payment for retention of fixed
investing activities assets
Net cash flows from -160,775,660.00 50,963,804.50 -415.47% Due to increase of repayment of entrusted loan
financing activities
Overview of the report period progress of development strategies and business plans disclosed in previous
periods:
The Company actively explored domestic market; two major contracts were signed in 2013. One is Taian project
signed in Mar 2013, supplying 350MW supercritical boilers; with the help of Alstom platform, Yanbu project was
signed in Jun 2013, supplying parts for 620MW boilers in Saudi Arabia. During the report period, the Company
provided more training to on-the-job employees, improved labor productivity, strictly controlled expenses and
costs, strengthened project execution and quality control so as to complete orders with good quality and timely
delivery.
State the reasons why the Company’s actual business performance is 20% lower or higher than the earning
forecast for the report period which has been publicly disclosed earlier:
□ Applicable √ Not applicable
2. Revenues
Explanation
During the report period, operating revenue achieved about RMB866,341,650.15, up 12.72% over last year, of
which:
i) Revenue from main operating was about RMB861,121,950.92, up 15.63% over last year, mainly due to
income increase from construction contracts such as Tanjung Bin, Binzhou Beihai and Yanbu;
ii) Revenue from other operating was about RMB5,219,699.23, down 78.16% over last year, mainly due to
decrease of proceeds from disposal of obsolete materials.
Is the Company's product sales revenue more than its service revenue?
√ Yes □ No
Increase or decrease
Industry Items 2013 2012
over last year %） （
Machinery Sales volume 861,121,950.92 744,703,504.02 15.63%
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2013 Annual Report of Wuhan Boiler Company Limited
manufacturing Output 825,881,875.73 688,362,569.48 19.98%
(RMB)
Inventory 219,758,895.18 197,601,796.68 11.21%
Reasons for any movement of the above data over 30%:
□ Applicable √ Not applicable
Major orders held:
□ Applicable √ Not applicable
Significant change or adjustment of the Company’s products or services during the report period:
□ Applicable √ Not applicable
Major customers:
Total sales to the top 5 customers (RMB Yuan) 952,995,361.11
Ratio of the total sales to the top 5 customers to
110%
the annual total sales (%)
Information about the top 5 customers:
√ Applicable □ Not applicable
Serial
Name of customer Sales (RMB Yuan) Proportion in annual total sales (%)
No.
1 Under the same controller—Alstom 545,419,169.34 62.96%
Binzhou Beihai New Materials Co.,
2 318,637,671.60 36.78%
Ltd
Guodian Taian Thermal Power Co.,
3 63,956,596.94 7.38%
Ltd.
Gansu Diantou Yongchang Generating
4 16,345,197.98 1.89%
Co., Ltd
Shandong Luneng Materials Group
5 8,636,725.25 1%
Co., Ltd.
Total -- 952,995,361.11 110%
Note: The total revenue of top five customers is more than the total revenue of the company this year. It is mainly
because that Guodian Xi’an Thermopower Co., Ltd terminated the boiler supply contract with the Company, and
the product already sold was returned. The revenue recognized in previous period was reversed this year.
The Company’s main business is utility boiler. Manufacture of boiler is large equipment manufacture contract
with high contract price and long-term manufacture period, which leads to customer relative centralization. In the
report period, sales from the controlling shareholder and its related parties accounts for 62.96% of annual sales.
The controlling shareholder and its related parties provided great support to the Company to obtain several orders
of main boiler parts for overseas projects, which helped the Company to expand overseas market and maintain
routine operation in recent years. Therefore, there is no risk for customer centralization.
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2013 Annual Report of Wuhan Boiler Company Limited
3. Cost
Classified by industry:
Unit: RMB Yuan
2013 2012
Increase or
Proportion in Proportion in
Industry Item decrease over
Amount operating costs Amount operating
last year (%)
%
） （ costs %
） （
Machinery
Cost of sales 825,881,875.73 100% 688,362,569.48 96.82% 19.98%
manufacturing
Other operating
Others 3,220.41 0% 22,638,255.40 3.18% -99.99%
cost
Classified by product:
Unit: RMB Yuan
2013 2012
Increase or
Proportion in Proportion in
Product Item decrease over
Amount operating costs Amount operating costs
last year (%)
%
） （ %
） （
Boiler and
Cost of sales 825,881,875.73 100% 688,362,569.48 96.82% 19.98%
auxiliary
Other
Others 3,220.41 0% 22,638,255.40 3.18% -99.99%
operating cost
Explanation:
Operating costs increased by 19.98% over last year, mainly due to increase in input of labor hours and raw
materials for under-execution projects this period such as TanjungBin, Binzhou Beihai and Yanbu.
Major suppliers:
Total purchases from the top 5 suppliers （RMB
221,802,954.57
Yuan ）
Ratio of the total purchases from the top 5
39.04%
suppliers to the annual total purchases %） （
Information about the top 5 suppliers:
√ Applicable □ Not applicable
Purchase amount (RMB Proportion in annual total purchases
Serial No. Name of supplier
Yuan) (%)
Shanghai Matsuo Steel Structure
1 105,632,792.40 18.59%
Co., Ltd.
Wuxi Zhenda Special Steel Tube
2 39,996,649.71 7.04%
Manufacturing Co., Ltd.
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2013 Annual Report of Wuhan Boiler Company Limited
Changzhi Qinghua Steel Structure
3 27,135,715.40 4.78%
Co., Ltd.
ALSTOM Technical Services
4 24,794,230.77 4.36%
(Shanghai) Co., Ltd.
Renewable Energy Asia (China) Co.,
5 24,243,566.29 4.27%
Ltd.
Total -- 221,802,954.57 39.04%
4. Expense
(1) Business tax and surcharges decreased by 100% from last year, mainly due to the decline in revenue of labor
services;
(2) Distribution expenses increased by 78.25% from last year, mainly due to the increase in tendering cost and
relevant expenses in sales department for more bid projects this period.
(3) Impairment loss increased by 221.80% from last year, mainly due to the increase in impairment of non-project
stock inventories and decrease in the release of doubtful debts in payment collection.
(4) Net gain on change in fair value decreased by 102.86% from last year, mainly due to the decrease of FV gain
from unexpired hedging instruments and hedged items.
(5) Income tax decreased by 78.50% from last year, mainly due to the decrease in temporary deductible difference
in reversal of doubtful debt provisions made in previous years due to payment collection.
5. R&D expenses
Not applicable
6. Cash flows
Unit: RMB Yuan
Increase or decrease over
Item 2013 2012
last year %
） （
Subtotal of cash inflows
749,326,730.50 970,623,855.69 -22.8%
from operating activities
Subtotal of cash outflows
697,589,750.60 886,939,998.53 -21.35%
from operating activities
Net cash flows from
51,736,979.90 83,683,857.16 -38.18%
operating activities
Subtotal of cash inflows
712,432.18 171,930.97 314.37%
from investing activities
Subtotal of cash outflows
17,782,828.00 21,548,208.45 -17.47%
from investing activities
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2013 Annual Report of Wuhan Boiler Company Limited
Net cash flows from
-17,070,395.82 -21,376,277.48 20.14%
investing activities
Subtotal of cash inflows
1,041,000,000.00 959,000,000.00 8.55%
from financing activities
Subtotal of cash outflows
1,201,775,660.00 908,036,195.50 32.35%
from financing activities
Net cash flows from
-160,775,660.00 50,963,804.50 -415.47%
financing activities
Net increase in cash and
-122,787,828.07 110,683,022.32 -210.94%
cash equivalents
Reasons for any movement of the above data over 30%:
√ Applicable □ Not applicable
(1) Subtotal of cash inflows from investing activities increased by 314.37% over last year, mainly due to the
increase of income from disposal of fixed assets;
(2) Subtotal of cash outflows from financing activities increased by 32.35% over last year, mainly due to the
increase in repaid short-term borrowings;
(3) Net increase in cash and cash equivalents decreased by 210.94%, mainly due to synthetical impact of
item (1) to (2).
Reasons for a big difference between the operating cash flows and the net profit in the report period:
□ Applicable √ Not applicable
III. Breakdown of main business
Unit: RMB Yuan
Increase/decrea Increase/decrea Increase/decrea
Operating Gross profit se of operating se of operating se of gross
Operating costs
revenues rate (%) revenues over costs over last profit rate over
last year (%) year (%) last year (%)
Classified by industry:
Machinery
861,121,950.92 825,881,875.73 4.09% 15.63% 19.98% -3.48%
manufacturing
Classified by product:
Boilers and
861,121,950.92 825,881,875.73 4.09% 15.63% 19.98% -3.48%
auxiliary
Classified by region:
Domestic 308,034,997.68 324,597,240.87 -5.38% 16.05% 21.11% -4.41%
Overseas 553,086,953.24 501,284,634.86 9.37% 15.4% 19.26% -2.92%
Where the Company’s accounting standard of the main business data above changed during the report period, give
the main business data of the latest year adjusted according to the accounting standard at the end of the report
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2013 Annual Report of Wuhan Boiler Company Limited
period:
□ Applicable √ Not applicable
Explanation:
The margin rate decreased this year was due to:
(1) Revenue from main operating was about RMB861,121,950.92, up 15.63% over last year, mainly due to
income increase from construction contracts such as Tanjung Bin, Binzhou Beihai and Yanbu;
(2) The COGS was about RMB825,885,096.14, up 19.98% over last year, mainly due to: 1)
14.8MRMBsettlement loss of legacy projects such as Datang Liaoyuan Yungang and Sudan for customer
quality claim; 2)15.71MRMB margin decrease of Hannan project for quality issues.
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB Yuan
As of Dec. 31, 2013 As of Dec. 31, 2012
Proportion Proportion Change
Explain any major change
Amount in total Amount in total %
） （
assets (%) assets (%)
Monetary 10,114,897.1 133,682,569. The Company repaid some
0.76% 8.23% -7.47%
funds 1 38 borrowings from shareholders.
Accounts 221,376,068. 231,207,704. The Company strengthened
16.52% 14.24% 2.28%
receivable 36 44 collection from receivables.
134,413,065. 143,098,165.
Inventories 10.03% 8.81% 1.22% Due to decrease in raw materials
46 73
705,316,090. 741,586,739. Due to increase in depreciation of
Fixed assets 52.65% 45.68% 6.97%
85 40 fixed assets
The Company purchased some
Construction in
2,245,077.87 0.17% 1,562,224.98 0.1% 0.07% equipment according to needs in
progress
production.
2. Major changes of liability items
Unit: RMB Yuan
2013 2012
Proportion Proportion Change
Explain any major change
Amount in total Amount in total %
） （
assets (%) assets (%)
Short-term 1,629,200,00 1,705,000,00 Due to decrease in entrusted
121.61% 105.03% 16.58%
borrowings 0.00 0.00 loans
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2013 Annual Report of Wuhan Boiler Company Limited
3. Assets and liabilities measured at fair value
√ Applicable □ Not applicable Unit: RMB Yuan
Gain/loss from Accumulated gain/loss Impairment Purchasing Sales
Opening Closing
Item change in fair value in the change of fair accrued in Amount in Amount in
balance balance
in this period value included in equity this period this period this period
Financial
assets
2. Derivative
9,810,557.57 -9,798,420.41 12,137.16
financial assets
Total 9,810,557.57 -9,798,420.41 12,137.16
Financial
8,884,838.41 -8,805,252.78 79,585.63
liability
In the report period, is there any material change in the measurement attribution of main assets of the Company?
□ Yes √ No
V. Core competitiveness analysis
Core competitiveness represents the ability of a company to stay competitive in competition for a long time and is
the key for the sustainable development of a company. Amid domestic and overseas markets and development
opportunities, the Company is competitive in terms of brand, technology, marketing channel, etc.
1. Supported by the brand and technology advantages of Alstom
As a leader in the global power industry, Alstom has a history over 100 years in R&D of the boiler technology and
a history of 50 years in technology licenses and products export, with footprints in about 100 countries and
regions around the world. Its advanced thermal power boiler technologies mainly include subcritical, supercritical
and ultra-supercritical utility boiler technologies, as well as supercritical and subcritical circulating fluidized bed
boiler technologies.
2. Overall upgrade of the Company’s core technologies
Officially acquired the Company in 2007, Alstom (China) Investment Co., Ltd. has 51% shares in the Company.
Up until now, the core part of Alstom’s technology transfer to the Company has been completed and the Company
has been provided the latest (ultra) supercritical boiler technology, materials, software and standards, as well as
relevant personnel training. The Company is now able to produce utility boilers and their relevant products that
are in line with ASME standard, EN standard and domestic GB standard.
3. Sharing the global marketing network of Alstom
Main utility boiler producers within Alstom are: Alstom Power System GmbH (in Germany), with the 1,000MW
ultra-supercritical tower boiler technology; Alstom Power Systems SA. Etablissements Boilers (in France), with
the large-sized circulating fluidized bed boiler technology; and Alstom Power Inc. (in the US), with the 600MW
supercritical two pass boiler technology. The overall objective of Alstom towards the Company is to bring the
Company into Alstom’s global boiler market and improve its design, manufacture and management to globally
advanced levels so that it can effectively provide products for the Chinese and overseas markets.
4. Expansion of the domestic market
18
2013 Annual Report of Wuhan Boiler Company Limited
At present, the Company has the strong core technology and the latest technological achievements of Alstom, as
well as the world-leading production facilities and technologies, making it to be a competitor of Harbin Electric,
Shanghai Electric and Dongfang Electric in the domestic utility boiler market.
5. Increase of export orders
The controlling shareholder of the Company and its related parties have provided all-rounded business support for
the Company by helping it secure many main component subcontracting orders of overseas projects to expand the
export market. Along with the overall upgrade of its technologies, the Company has gradually solidified its
position in the domestic market.
VI. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
□ Applicable √ Not applicable
(2) Shareholdings in financial enterprises
□ Applicable √ Not applicable
(3) Securities investments
□ Applicable √ Not applicable
Shareholding in other listed companies
□ Applicable √ Not applicable
2. Entrusted financial management, derivative investments and entrusted loans
(1) Entrusted financial management
□ Applicable √ Not applicable
(2) Derivative investments
Unit: RMB Ten Thousand
19
2013 Annual Report of Wuhan Boiler Company Limited
Proportio
n of the
closing
Related Type of Impairme investmen Actual
Initial Opening Closing
party derivative Beginnin Ending nt t amount gain/loss
Operator Relation investmen investmen investmen
transactio investmen g date date provision in the in report
t amount t amount t amount
n or not t (if any) Company period
’s closing
net assets
(%)
Forward
Non-Rela Aug. 18, Apr. 2,
BNP No FX 4,866.4 4,866.4 0% 18.56
tion 2011 2013
contract
Forward
Non-Rela Apr. 24, May 27,
HSBC No FX 26,468.19 26,468.19 7,065.38 5.18% 246.98
tion 2013 2014
contract
Forward
Non-Rela Mar. 29, Jun. 3,
SCB No FX 27,637.98 27,637.98 2,020.17 1.48% 104.37
tion 2012 2014
contract
Total 58,972.57 -- -- 58,972.57 0 9,085.55 6.66% 369.91
Capital source for derivative investment Own funds
Lawsuit (if applicable) None
Disclosure date of the board announcement
approving the derivative investment (if Oct. 29, 2013
any)
Disclosure date of the general meeting
announcement approving the derivative
investment (if any)
20
2013 Annual Report of Wuhan Boiler Company Limited
In order to satisfy needs arising from business development and avoid risk concerning
exchange rates, the Company signed forward FX contracts with HSBC, SCB, BNP, etc.
respectively.
For exchange rate fluctuations risk, the company and banks do collaborative exchange
rate trend forecasts, closely track changes in exchange rates, changes in market
conditions to implement dynamic management; For liquidity risk, foreign exchange
hedging operations carried out by the company are based on the Company's estimated
foreign exchange payments and collection of trade, because the foreign exchange
hedging operations match with the actual foreign exchange trade, so this can ensure
Analysis on risks and control measures of sufficient fund for settlement at delivery time, there is less affected on the liquidation
derivative products held in the report of the company’s current assets; For operational risk, the Company developed a
period (including but not limited to market standardized operational processes and authorization management systems, equipped
risk, liquidity risk, credit risk, operation with full-time staff and strictly control their authority to conduct foreign exchange
risk, law risk, etc.) hedging operations; while strengthening business related personnel training and
professional ethics , and improving quality of personnel, and the establishing anomalies
timely reporting system to avoid the occurrence of operational risk at the maximum;
For credit risk, the Company's counterparties of foreign exchange hedging are
reputable business and the company has established long-term business relationship
with large commercial banks and foreign banks, so, basically there is no performance
risk; For legal risk, the Company conducted foreign exchange hedging operations
legally in accordance with relevant laws and regulations and relevant transaction
management practices, and signed a legal agreement with the counterparties for clear
and accurate terms to avoid possible legal disputes at the maximum.
Changes of market prices or fair values in The company recognized the gain and loss of fair values of the invested derivatives, the
the report period of the invested fair values gain of the invested derivatives this period was 3.70MRMB, the calculation
derivatives. And the analysis on the fair of fair values was based on the contract values and forward rate quote of end of this
value of the derivatives should include the accounting period provided by the related business partners which was accordance with
specific use methods and the relevant the expiry date of each forward contracts.
assumptions and parameters.
Whether significant changes occurred to
the Company’s accounting policy and
specific accounting principles of No major change
derivatives in the report period compared
to the previous report period
21
2013 Annual Report of Wuhan Boiler Company Limited
The foreign exchange trading for hedging purpose made by the Company in order to
prevent exchange rate risk is based on reasonable estimation and current need for
foreign exchange payment and collection. The business process is compliant with laws
and regulations. There is almost no market risk, no performance risk and no impact on
liquidity of the Company. The Company has established organization, business
Independent Directors’ opinions on
procedures, approval process and Internal Control Rules on Derivatives Investment for
derivatives investment and risk control
foreign exchange trading. We think the Compnay can improve foreign exchange risk
management and prevent exchange rate risk through derivatives investment business. It
is feasible for the Company to make derivatives investment for hedging purpose and
the risk is controllable. We agree that the Company to make derivatives investment for
hedging purpose.
）））） （（（（
3 Entrusted loans
□ Applicable √ Not applicable
3. Utilization of the raised funds
(1) General utilization of the raised funds
□ Applicable √ Not applicable
(2) Projects promised to be invested with raised funds
□ Applicable √ Not applicable
(3) Change of projects invested with raised funds
□ Applicable √ Not applicable
4. Analysis to main subsidiaries and shareholding companies
Main subsidiaries and shareholding companies
Unit: RMB Yuan
Company Registered
Company name Industry Main products/services
variety capital
R&D, design, consultation and technology services related to boilers, energy &
Wuhan Lanxiang
environmental protection products, steel structures, thermal energy-related products
Environment
Subsidiary Boiler and their auxiliary equipments; marketing of products developed; energy project 20,000,000
Protection
(non-land construction projects) contracting and technical service (special-purpose
Technology Co., Ltd
projects subject to governmental approval).
Continue of the above table
Company name Total assets Net assets Operating revenues Operating profit Net profit
22
2013 Annual Report of Wuhan Boiler Company Limited
Wuhan Lanxiang Environment
16,902,685.51 15,626,597.50 0.00 -18,579,332.31 -18,584,426.65
Protection Technology Co., Ltd
Information about main subsidiaries and shareholding companies:
(1) The Company’s subsidiary Wuhan Lanxiang Environment Protection Technology Co., Ltd has terminated its
operating business and in liquidity process. The Company is pushing the account receivable collection for this
subsidiary.
(2) Net profit of the subsidiary Wuhan Lanxiang Environment Protection Technology Co., Ltd. decreased by
4575.97% from last year, mainly due to the increase in doubtful debt provisions according to the aging analysis
method.
Information about the acquisition and disposal of subsidiaries in this report period
□Applicable √ Not applicable
5. Significant projects of investments with non-raised funds
□Applicable √ Not applicable
VII. Forecast of the operating results of Jan.-Mar. 2014
Warning of possible loss or considerable YoY change of the accumulated net profit made during the year
beginning to the end of the next report period according to forecast, as well as explanations on the reasons:
√ Applicable □ Not applicable
Status of operation results warning: gain
The amount of
Amount from opening of the
last same
period to end of next reporting changes
reporting
period
period
Forecast accumulated net
1,966 -- 2,466 -1,198.25 -- --
profit (in Ten thousand RMB ）
Basic EPS (RMB Yuan/share) 0.07 -- 0.08 -0.04 -- --
The positive profit of the forecast of this period is mainly due to the margin recognized this period
Reasons of forecasting
for the projects under execution and perawang project margin recognized in this period
VIII. Entities with special aim controlled by the Company
□Applicable √ Not applicable
IX. Outlook of the Company’s future development
(1) Analysis on the development trends of the industry where the Company is engaged in 2014
In 2013, the nationwide power-generating capacity reached 1.247 billion KW, representing a growth of 9.3% from
last year, of which hydro stood at 280 million KW, a YoY increase of 12.3%; thermal power at 860 million KW, a
YoY increase of 5.7%; nuclear power at 14.61 million KW, a YoY increase of 16.2%; grid-connected wind power
23
2013 Annual Report of Wuhan Boiler Company Limited
at 75.48 million KW, a YoY increase of 24.5%; grid-connected solar power at 14.79 million KW, 3.4 times of last
year. New energy and renewable energy took up 31% of total power-generating capacity, up by 5.76 percentage
points from last year.
Trends in the power industry in 2014 are to vigorously develop clean energy, proactively develop hydro power,
develop wind power in an orderly way, speed up development of solar power, proactively push forward
development of bio-mass energy and geothermal energy, safely and efficiently develop nuclear power, and
properly launch key nuclear power projects. In order to accelerate development of clean energy, 2014 will see the
approval of new hydro power of 20 million KW, new wind power of 18 million KW and new PV of 14 million
KW, all of which will take up 60% of the total new capacity in a dispersed way. And feed-in tariffs for new energy
will be reduced gradually. Feed-in tariffs for new energy such as solar power and wind power are expected to be at
the same level with thermal power by 2020.
(2) Strategies of the Company for future development
Alstom in France, the controller of the Company’s controlling shareholder Alstom (China) Investment Co., Ltd.,
owns the world-advanced AGVTM rail transport technology and provides integrated power plant solutions
covering a variety of energy sources, including coal, hydro, natural gas, nuclear and wind energy. With Alstom as
a platform, the Company will continue looking for opportunities to move up to a new level of development. The
Company will focus on environment-friendly and high-efficient products that meet the needs of power markets.
(3) Business plan for the year 2014
The Company will continue to pay close attention to domestic and overseas markets movement, and focus on the
following critical tasks based on its own situation:
1. The Company will strengthen its core competitiveness to provide high quality products cater for Global market
including EN/ASME/IBR code with the strength of technology, brand and manufacturing capacity, and improve
the manufacturing level.
2. The Company will dedicate to expand its share in domestic market, capture export orders, improve its market
position and increase the export ratio.
3. The Company will improve business operation management, focus on preparation of technologies and raw
materials, continue with cost control, and strengthen project execution and quality control so as to complete orders
with good quality and timely delivery.
4. The Company will provide more training to on-the-job employees, speed up new technologies and new
procedures adaption and improve labor productivity so as to satisfy various requirements of different quality
standards form different orders.
5. The Company will continue to improve its competitiveness in the markets, create favorable business models,
and use its advanced technologies and strong manufacturing capacity to provide high quality products to
customers.
(4) Major risks and solutions
1. The net profit and the net assets of the Company were both negative for three consecutive accounting years of
2011, 2012 and 2013. According to Article 14.1.1 and Provision 14.1.2 of the Stock Listing Rules of Shenzhen
Stock Exchange, listing of the Company’s stock will be suspended after the Company’s 2013 Annual Report
disclosed on April 29, 2013.
2. In order to satisfy the criteria for resuming the listing of the Company’s stocks, pursuant to the Stock Listing
24
2013 Annual Report of Wuhan Boiler Company Limited
Rules of Shenzhen Stock Exchange, the Company’s financial data in 2014 shall satisfy, at least both of the below
criteria: (i) net asset value as of the end of fiscal period shall be positive; and (ii) net profit shall be positive before
and after deducting non-recurring profit and loss.
3. If the relevant financial indicators of the Company fail to meet the criteria of application for relisting, the
Company’s stocks will be facing the risk of delisting.
4. Because of the uncertainty of domestic and international economic environment, the price fluctuation of raw
materials and unpredictable change of foreign exchange rate, the Company’s operation risk is increasing. The
Company will pay close attention to domestic and international economic environment changes. Meanwhile, the
Company will strengthen the quota control of raw material consumption and strictly control costs so as to mitigate
the negative impact of the price fluctuation of raw materials.
On April 25, 2014, the 5th Meeting of the 6th Board of Directors reviewed and approved the Opinions of the Board
of Directors about Listing Resumption of WBC Stocks and Action Plan. WBC Management shall take the
following action plan for listing resumption of WBC stocks:
1. With the advanced technology of 1000MW ultra supercritical tower boiler and 600MW supercritical two pass
boiler, the Company will actively bid in domestic market and dedicate to expand domestic market.
2. With the support from Alstom, the Company will get more export orders for main parts of boilers. Meanwhile,
the Company will accumulate manufacturing experience of supercritical and ultra-supercritical boilers and
demonstrate production capacity of the new factory. Thus the Company can improve its domestic competition
capacity and expand its domestic market share;
3. The Company will provide more training to employees to further master new technologies and adapt to new
procedures so as to meet high quality requirements of export orders and accumulate export sales performance;
4. The Company is going to get continuous financing supports from Alstom (China) Investment Co., Ltd so as to
meet financing requirements of normal company operation;
5. With the support from Alstom, the Company will try to get favorable payment conditions for export orders in
order to improve operating cash flow and reduce financial cost;
6. The Company will further improve management systems and work procedures, strengthen cost control and cash
flow management, try its best to complete more orders and recognize project profit so as to achieve the objective
of turning loss to profit in 2014.
7. The Debt-to-equity Conversion Plan disclosed on April 11, 2014 is the important measure taken by the
Company to avoid the delisting of its stocks. After the implementation of the Plan, the net asset of the Company
would turn to be positive, thus would satisfy the criteria in relation to net asset for purpose of listing resumption.
(5) Measures to improve the transparency of related party transactions and the implementation
As agreed by all Board Members, the 16th Meeting of the 5th Board of Directors of the Company was held through
communication method on January 30, 2013. The Proposal of Measures to Improve the Transparency of Related
Party Transactions was examined and approved in the meeting. Details of the measures and the implementation
are as following:
Due to low level of domestic orders, WBC is mainly relying on export orders through related party transactions,
which are vital for WBC operation. In order to insure full transparency of related party transactions, WBC has
implemented the following measures.
1. Continue to perform information disclosure obligations applicable to related party transactions according to the
25
2013 Annual Report of Wuhan Boiler Company Limited
requirements of SZSE Listing Rules. This includes review and approval of related party transactions by the
Independent Directors, by WBC Board, review and approval by the Shareholders’ Meeting.
Implementation: Related party transactions have systematically been approved by WBC Board and the
Shareholders’ Meeting so far. They have also been reviewed by WBC’s auditing firm Union Power (all such
opinions have systematically been positive so far).
2. As usual, receive Hubei CSRC’s regular investigation about execution status of related party transactions.
Implementation: In July 2013, Hubei CSRC investigated WBC’s auditing firm for WBC auditors’ report and
execution status of WBC related party transactions.
3. Requested by State Tax Bureau of Wuhan East Lake New Technology Development Zone, WBC engaged Ernst
&Young to review all related party transactions for year 2009, 2010 and 2011. Ernst &Young opinion is that from
the perspective of transfer pricing in China, related party transactions of WBC are in accordance with independent
trading principle. WBC’s losses are mainly due to low rate of capacity utilization, market environment and
competition, and provisions for substantial impairment loss because of historical reasons. The Board of Directors
decides to disclose the above conclusion opinion from Ernst &Young.
4. On December 10, 2012, the 15th Meeting of the 5th Board of Directors of WBC reviewed and approved to
engage an external accounting firm to investigate related party transactions of WBC. WBC has decided to engage
Deloitte to that effect.
Implementation: Deloitte Touche Tohmatsu Certified Public Accountants engaged by the Company has completed
the investigation of the Company's related party transactions from 2007 to 2012, the conclusion is: from a PRC TP
and tax perspective, the results of the analyses did not identify any related party transactions that were inconsistent
with the arm's length principle.
X. Explanation of the Board of Directors and the Board of Supervisors on “Non-standard Auditing Report”
issued by the CPA firm for the report period
□Applicable √ Not applicable
XI. Explanation on changes in accounting policies, accounting estimates and accounting methods compared
with those in the financial report of last year
□Applicable √ Not applicable
XII. Explanation on the retrospective restatement for correcting the significant accounting errors during
the report period
□Applicable √ Not applicable
XIII. Explanation on changes in the consolidated scope compared with the financial report in last year
□Applicable √ Not applicable
XIV. Particulars on the profit and dividends distribution
Promulgation, execution or adjustment on profit distribution policy especially the cash dividends policy during the
report period
26
2013 Annual Report of Wuhan Boiler Company Limited
□Applicable √ Not applicable
Particulars about the profit distribution preplan/plan and the preplan/plan on capitalization of capital reserves over
the last three years (including the report period):
Due to the Company’s un-distributed profit was negative over the last three years, the Company didn’t implement
relevant profit distribution over the last three years, nor implement the capitalization of capital reserves.
Distribution of cash dividends in the past three years
Unit: RMB Yuan
Proportion in the net profit
Net profit attributable to
attributable to
shareholders of the listed
Cash dividend (tax shareholders of the listed
Year company in the
included) company in the
consolidated statements
consolidated statements
(%)
2013 0.00 -120,271,304.16 0%
2012 0.00 -94,341,156.10 0%
2011 0.00 -263,452,709.03 0%
In the report period, the Company made positive profit and the un-distributed profit of the parent company is
positive, but there is no proposal for cash dividends distribution.
□Applicable √Not applicable
XV. Preplan for profit distribution and transferring capital reserve into share capital for the report period
□Applicable √ Not applicable
XVI. Social responsibilities
The Company can strictly implement the Environmental Protection Law of the People's Republic of China, Clean
Production Law of the People 's Republic of China and other relevant laws and regulations, strictly execute the
“three simultaneous" system of environmental protection for construction projects, continuously increase the input
of environmental protection funds and earnestly strengthen the environmental protection work. Besides, the
Company actively advances the clean production, makes more comprehensive use of resources, decreases and
avoids the generation of pollutants, protects the health of employees and gives all its efforts to realize the
harmonious and sustainable development for the Company in economic, environmental and social efficiency.
During the report period, the Company had no significant environmental pollution events, or caused any
environmental disputes, nor suffered any administrative punishment on environmental protection.
Does the listed company or any of its subsidiaries belong to the heavily polluting industries stipulated by the
environmental protection authorities?
□ Yes √ No □ Not applicable
Does the listed company or any of its subsidiaries have any other significant social security problems?
27
2013 Annual Report of Wuhan Boiler Company Limited
□ Yes √ No □ Not applicable
Any administrative punishment during the report period?
□ Yes √ No □ Not applicable
XVII. Particulars about researches, visits and interviews received in this report period
Main discussion and
Time of Place of
Way of reception Type of visitor Visitor materials provided by
reception reception
the Company
Shareholders
Actual operating results
Jan. 1, 2013 Wuhan By telephone Individual with tradable
of 2012.
shares
Shareholders Plan on solving the
Dec. 13, 2013 Wuhan By telephone Individual with tradable Company’s negative net
shares assets and progress
28
2013 Annual Report of Wuhan Boiler Company Limited
Section V Significant Events
I. Significant litigations and arbitrations
√Applicable □Not applicable
Amount
Forming Trial result Enforcement
involved in
the Progress of and influence on the
the litigation Disclosure
Basic information of the litigation (arbitration) estimated the litigation of the judgment of Disclosure index
(arbitration) date
liabilities (arbitration) litigation the litigation
(RMB
or not? (arbitration) (arbitration)
0’000)
Due to a dispute arising from execution of the Contract
of 2×200MW Pulverized Coal Boilers between the
Company and Shanxi Zhenxing Group Co., Ltd.
The Progress
(“Zhenxing Group”), the Company sued Zhenxing
Announcements
Group before Shanxi High Court in Apr. 2010,
of Wuhan Boiler
requesting judgment against Zhenxing Group for paying
Company
overdue RMB47.97 million and undertaking liquidated
Limited on
damages and bank interest of RMB22.047 million in
Significant
total. In Oct. 2011, upon quite a few trials, Shanxi High
Lawsuit or
Court made a judgement that Zhenxing Group shall pay
Arbitration
overdue RMB39.82 million and the corresponding The effect of
(Announcement
interest to the Company. In the execution of the this case on
No. 2013-005,
judgment, the Company found that the name change fact profit in or
The No. 2013-020,
of Zhenxing Group was incorrectly ascertained in the after the
judgment Oct. 16, No. 2013-048
judgment of Shanxi High Court. Therefore, the No Closed report period
has been 2013 and No.
Company applied to the Supreme Court for a retrial. In is subject to
made. 2014-028) were
Apr. 2013, the Supreme Court made an order that the execution
published on
Shanxi High Court to retry the case. During the retrial, of the
Securities Times,
execution of the original judgment shall be suspended. judgment.
Ta Kung Pao and
In Apr. 2014, judgment was delivered by Shanxi High
http://www.cninf
Court: (1) cancel original judgment made by Shanxi
o.com.cn dated
High Court (2010 JMCZ No.8); (2) Terminate the
Feb. 1, Apr. 27,
contract between the Company and Zhenxing Group; (3)
Oct. 16, 2013
Zhenxing Group should pay total overdue 47.97MRMB
and Apr. 15,
and the interests within 15 days from the adjudicating
2014
date (Down payment 8.15MRMB for Unit 2 has been
respectively.
transferred to payment for Unit 1, so Zhenxing Group
doesn’t need to pay 8.15MRMB of 47.97MRMB.); (4)
reject other claims of the Company.
In November 2001, Shenzhen Wangda Color Printing The effect of This case April 27, The
No Not closed
Packaging Co., LTD. signed a boiler supply contract this case on has not yet 2013 Announcement
29
2013 Annual Report of Wuhan Boiler Company Limited
with the Company (Contract No. 2001D011). In Sep. profit in or been heard. of Wuhan Boiler
2003, both parties signed a supplementary agreement after the Company
that Jiangsu Wangda Paper Co., LTD. (“Jiangsu report period Limited on
Wangda”) would perform rights and obligations of the is subject to Significant
Contract. In Feb. 2004, after receiving the deposit of the the final Lawsuit or
Contract, the Company organized design, manufacturing judgment of Arbitration
and purchasing. In Nov. 2004, Jiangsu Wangda this case. (Announcement
requested the Company to postpone delivery and No. 2013-019)
stopped paying the rest payments, which caused the was published on
project suspension till now. In Apr. 2011, Jiangsu the Securities
Wangda sent a letter to the Company, asking to cancel Times, Ta Kung
the Contract and return the deposit. However, some Pao and
costs and expenses were incurred during design, http://www.cninf
manufacturing and purchasing of the Company. The o.com.cn dated
Company agreed to terminate the Contract on the basis Apr. 27, 2013.
of no deposit return and sufficient compensation of
losses. But Jiangsu Wangda didn't agree. Because no
consensus was achieved on contract termination,
Jiangsu Wangda sued the Company before Wuhan
Intermediate Court.
On Jun. 28, 2013, the Amendment of Articles of
Association of Wuhan Boiler Company Limited (the
“AOA Amendment”) was reviewed and approved on
2012 Annual Shareholders’ Meeting of the Company.
The
Main revision is: Article 74 Shareholders shall issue
Announcement
separate and individual proxy for each shareholders’
of Wuhan Boiler
meeting, and shall not issue long-term proxy. A proxy
Company
shall not sub-authorize other person to attend the
Limited on
shareholders’ meeting or to exercise the voting right. If a
Significant
proxy, who is a shareholder of the Company, is The case had
Lawsuit or
entrusted by five or more than five shareholders, he no substantial
No judgment Arbitration
shall collect the voting rights openly and complete effect on the Jul. 30,
No Not closed yet. (Announcement
relevant procedures according to the regulations related profits in or 2013
No. 2013-032)
to voting rights collection of the Company. A proxy, after the
was published on
who is not a shareholder of the Company, shall not be report period.
the Securities
entrusted by five or more than five shareholders of the
Times, Ta Kung
Company. However, the Collector stipulated in Article
Pao and
88 shall be excluded. Article 88 The following
http://www.cninf
organization or person is entitled to collect the voting
o.com.cn dated
rights from shareholders of the Company to vote at
Jul. 30, 2013.
shareholders’ meetings:(i) The Board of Directors;(ii)
Independent directors;(iii) Shareholders individually or
jointly holding more than 1% shares of the Company.
The Collector shall engage lawyers or state notary
30
2013 Annual Report of Wuhan Boiler Company Limited
authorities to provide legal opinions with respect to the
qualification of the Collector, collection plan, the form
of power of attorney, validity and effectiveness of
performance of the voting rights collected and other
related matters. The legal opinion or notarization shall
be published together with the report and the power of
attorney in respect of the voting right collection in the
media designated by the Company to disclose
information. Upon the requirement of Shenzhen Stock
Exchange, AllBright Law Offices issued the Legal
Opinion on the AOA Amendment. In their opinion, the
AOA Amendment did not violate any compulsory
provision of the existing laws and regulations, nor there
was any legal basis to prove that the AOA Amendment
imposed improper restrictions on the legal rights and
interests of minority shareholders. The full text of the
Legal Opinion was disclosed on
http://www.cninfo.com.cn on Jun. 8, 2013. Tradable
share holder Mr. Tan Zhenbiao believed otherwise that
the AOA Amendment restricted public shareholders
from properly executing their civil rights, infringed their
legal rights and interests and therefore should be
considered as an illegal resolution. On that ground, he
sued the Company before the Court of Wuhan Donghu
New Technology Development Zone.
II. Media’s queries
□Applicable √Not applicable
There was no media’s query during the report period.
III. Particulars about the non-operating occupation of funds by the controlling shareholder and its related
parties of the Company
Unit: RMB Ten thousand
Name of Amount Newly added Total amount Expected
Amount at Expected Expected
shareholder Occupation at the amount of of repayment repayment
Reason the period repayment repayment
or related time period occupation during during the time
end way amount
party beginning the report period report period (Month)
Disclosure date for the special audit opinion of the certified
Apr. 29, 2014
public accountants on the funds occupation
Disclosure index for the special audit opinion of the certified
www.cninfo.com.cn
public accountants on the funds occupation
31
2013 Annual Report of Wuhan Boiler Company Limited
IV. Bankruptcy reorganization
None
V. Asset transactions
1. Acquisition of assets
□Applicable √Not applicable
2. Sale of assets
□Applicable √Not applicable
3. Business combination
None
VI. Implementation and influence of equity incentive plan
□Applicable √Not applicable
VII. Significant related party transactions
1. Related party transactions relevant to routine operation
Pricing Proportion Settlement
Type of the Content of Transactio Obtainable
principle of in same method of
Related Relationshi related the related Transactio n amount market Disclosure Disclosure
the related kind of the related
party p party party n price (RMB Ten price of the date index
party transaction party
transaction transaction thousand) same kind
transaction s (%) transaction
A
subsidiary Settlement
Alstom Purchase
of the Fair market as per
Power Purchase of raw － 1.17 0%
ultimate price contract
Energy materials
actual term
controller
A
ALSTOM
subsidiary Settlement
Technical Purchase http://www
of the Fair market as per Apr. 27,
Services Purchase of raw － 5,739.42 11.21% .cninfo.co
ultimate price contract 2013
(Shanghai) materials m.cn
actual term
Co., Ltd.
controller
32
2013 Annual Report of Wuhan Boiler Company Limited
A
subsidiary Settlement
ALSTOM PMX http://www
of the Reception Fair market as per Apr. 27,
(Switzerlan software － 237.29 8.9% .cninfo.co
ultimate of service price contract 2013
d) Ltd supporting m.cn
actual term
controller
A
PDMS
subsidiary Settlement
ALSTOM software http://www
of the Reception Fair market as per Apr. 27,
(Switzerlan application － 36.76 1.38% .cninfo.co
ultimate of service price contract 2013
d) Ltd service, m.cn
actual term
etc.
controller
The Settlement
ALSTOM ultimate Reception Training Fair market as per
－ 8.01 0.3%
Holdings actual of service expenses price contract
controller term
A
subsidiary Settlement
http://www
ALSTOM of the Reception ITSAS Fair market as per Apr. 27,
－ 553.01 20.74% .cninfo.co
IS&T SAS ultimate of service expenses price contract 2013
m.cn
actual term
controller
ALSTOM A
(Wuhan) subsidiary Project Settlement
Engineerin of the Reception testing Fair market as per
－ 10 0.38%
g& ultimate of service service price contract
Technolog actual term
y Co., Ltd. controller
ALSTOM The Settlement
http://www
(China) biggest Reception ITSSC Fair market as per Apr. 27,
－ 379.19 14.22% .cninfo.co
Investment shareholde of service service price contract 2013
m.cn
Co., Ltd. r term
A
ALSTOM subsidiary Settlement
Boiler of the Reception Reception Fair market as per
－ 70.12 4.64%
Deutschlan ultimate of service of service price contract
d GmbH actual term
controller
33
2013 Annual Report of Wuhan Boiler Company Limited
ALSTOM A
(Wuhan) subsidiary Settlement
Engineerin of the Provision Provision Fair market as per
－ 42.53 34.72%
g& ultimate of service of service price contract
Technolog actual term
y Co., Ltd. controller
A
ALSTOM subsidiary Settlement
http://www
Boiler of the Sale of Sale of Fair market as per Apr. 27,
－ 1,886.43 2.19% .cninfo.co
Deutschlan ultimate products products price contract 2013
m.cn
d GmbH actual term
controller
A
subsidiary Settlement
http://www
ALSTOM of the Sale of Sale of Fair market as per Apr. 27,
－ 693.84 0.81% .cninfo.co
Estonia AS ultimate products products price contract 2013
m.cn
actual term
controller
A
subsidiary Settlement
ALSTOM http://www
of the Sale of Sale of Fair market as per Apr. 27,
Power － 52,655.49 61.15% .cninfo.co
ultimate products products price contract 2013
INC. m.cn
actual term
controller
A
ALSTOM
subsidiary Settlement
Technical
of the Sale of Sale of Fair market as per
Services － 18 0.02%
ultimate fittings fittings price contract
(Shanghai)
actual term
Co., Ltd.
controller
ALSTOM The 90% of the Settlement
Payment of http://www
(China) biggest Interest on PBOC as per Apr. 27,
interest on － 8,760.95 92.41% .cninfo.co
Investment shareholde loans benchmark contract 2013
loans m.cn
Co., Ltd. r rate term
Total -- -- 71,092.21 -- -- -- -- --
Details of large amount of sales returns None
Related party transactions in sales and procurement between the Company and related parties were
Necessity and continuity of related party the result of long-term business partnership and supplementary business, which was necessary to
transaction as well as reason of choosing the
the business development of the Company, and will continue in certain periods. The pricing strategy
related party (but not other transaction parties in
the market) to conduct the said transaction of the related party transactions was fair and reasonable in accordance with market price, which did
not harm the interest of the Company and shareholders.
34
2013 Annual Report of Wuhan Boiler Company Limited
Impacts of related party transaction on Related party transactions took place fairly; there was no influence on the independence of the
independency of the Company Company.
Related party transactions did not influence the independence of the Company; the Company did
Dependence of the Company on related party
and relevant solutions for the dependence (if not rely on related parties to survive. And the Company actively exploits domestic market and
any) strives to taking in more domestic contracts.
As for the estimation on the total amount of
routine related party transactions to be occurred 1. Purchase of raw materials: actual transaction amount is less than forecasted amount
in the report period by relevant types, the actual 2. Sales of products: actual transaction amount is less than forecasted amount
performance in the report period (if any)
Reason for significant difference between the
transaction price and the market price (if None
applicable)
2. Related-party transactions regarding purchase and sales of assets
□Applicable √Not applicable
3. Significant related party transitions regarding joint investments
□Applicable √Not applicable
4. Significant credits and liabilities with related parties
Was there any non-operating credit or liability with any related party?
□ Yes √ No
Existing
non-operating Opening Current Closing
Type of credit Reason of
Related party Relationship funds balance (RMB amount balance (RMB
or liability formation
occupation or 0’000) (RMB 0’000) 0’000)
not
A subsidiary
Wuhan Boiler Group
of the second Sale of
Engineering Receivables No 485.5 0 485.5
largest products
Technology Co., Ltd.
shareholder
A subsidiary
of ultimate Sale of
ALSTOM Power Inc Receivables No 7,403.26 4,112.52 11,515.78
holding products
company
A subsidiary
Alstom Boiler of ultimate Sale of
Receivables No 12.8 0.16 12.96
Deutschland GmbH holding products
company
35
2013 Annual Report of Wuhan Boiler Company Limited
A subsidiary
of ultimate Sale of
Alstom Estonia AS Receivables No 650.87 -650.87 0
holding products
company
A subsidiary
ALSTOM Technical
of ultimate Advance for
Services (Shanghai) Receivables No 1,635.5 -309.5 1,326
holding materials
Co., Ltd.
company
Second largest Relocation
Wuhan Boiler Group Receivables No 6,403.05 -300 6,103.05
shareholder compensation
A subsidiary
Wuhan Boiler Group of the second Sale of No
Receivables 24.06 0 24.06
Valve Co., Ltd. largest materials
shareholder
A subsidiary
Wuhan Boiler Group of the second
Receivables Labor service No 1.02 0 1.02
Express Co., Ltd. largest
shareholder
A subsidiary
ALSTOM Boiler of ultimate
Receivables Service No 131.43 -69.72 61.71
France holding
company
A subsidiary
ALSTOM of ultimate
Receivables Service No 56.84 -56.84 0
(Switzerland) Ltd holding
company
A subsidiary
ALSTOM Boiler of ultimate Sale of
Receivables No 355.9 -317.06 38.84
Deutschland GmbH holding materials
company
Company
ALSTOM (China)
controlling Receivables Service No 320.03 -320.03 0
Investment Co., Ltd.
shareholder
A subsidiary
ALSTOM (Wuhan)
of ultimate
Engineering Receivables Labor service No 125.07 -100.5 24.57
holding
&Technology Co., Ltd.
company
A subsidiary
ALSTOM (Beijing)
of ultimate
Engineering Receivables Labor service No 0 1.41 1.41
holding
&Technology Co., Ltd.
company
36
2013 Annual Report of Wuhan Boiler Company Limited
A subsidiary
of ultimate Sale of
ALSTOM Power Inc. Receivables No 3.62 0 3.62
holding materials
company
A subsidiary
of ultimate Purchase of
ALSTOM s.r.o Payables No 1.18 -0.05 1.13
holding materials
company
A subsidiary
ALSTOM of ultimate
Payables IT service No 277.65 -63.79 213.86
(Switzerland) Ltd holding
company
A subsidiary
ALSTOM Boiler of ultimate Advance from No
Payables 34,470.37 -25,171.63 9,298.74
Deutschland GmbH holding customer
company
A subsidiary
of ultimate Advance from No
ALSTOM Estonia AS Payables 0 258.39 258.39
holding customer
company
A subsidiary
of ultimate
ALSTOM IS&T SAS Payables IT service No 948.78 -509.36 439.42
holding
company
A subsidiary
ALSTOM Power of ultimate Purchase of
Payables No 103.00 -8.03 94.97
Boiler GmbH holding materials
company
A subsidiary
ALSTOM Power of ultimate Purchase of
Payables No 3 -2.08 0.92
Energy holding materials
company
A subsidiary
of ultimate Purchase of
ALSTOM Power Inc Payables No 48.88 -4.51 44.37
holding materials
company
A subsidiary
of ultimate Acceptance of
Alstom Holding Payables No 0 2.1 2.1
holding service
company
37
2013 Annual Report of Wuhan Boiler Company Limited
A subsidiary
of ultimate Advance from No
ALSTOM Power Inc Payables 37,428.41 21,902.28 59,330.69
holding customer
company
A subsidiary
of ultimate Acceptance of
ALSTOM Power Ltd Payables No 8.79 0.05 8.84
holding service
company
A subsidiary
ALSTOM Power of ultimate Purchase of
Payables No 8.42 -8.42 0
Service GmbH holding materials
company
ALSTOM (China) Largest
Payables IT service No 229.06 82.71 311.77
Investment Co., Ltd. shareholder
A subsidiary
ALSTOM Technical
of ultimate Purchase of
Services (Shanghai) Payables No 476.7 2,719.95 3,196.65
holding materials
Co., Ltd.
company
A subsidiary
Wuhan Boiler Group of the second Purchase of
Payables No 43.25 -11.11 32.14
Valve Co., Ltd. largest boiler fittings
shareholder
A subsidiary
Wuhan Boiler Group
of the second Purchase of
Engineering Payables No 1,912.58 0 1,912.58
largest boiler fittings
Technology Co., Ltd.
shareholder
Second largest Acceptance of
Wuhan Boiler Group Payables No 97.41 0 97.41
shareholder service
A subsidiary
Acceptance of
Wuhan Boiler Group of the second
Payables transportation No 1.74 0 1.74
Express Co., Ltd. largest
service
shareholder
Effect of the credits and liabilities
with related parties on the operating Naught
results and financial situation
5. Other significant related party transactions
No other significant related party transactions
38
2013 Annual Report of Wuhan Boiler Company Limited
VIII. Significant contracts and execution
1. Particulars about trusteeship, contract and lease
(1) Trusteeship
□Applicable √Not applicable
Items generated over 10% gains/losses in total profit in the report period for the Company
□ Applicable √ Not applicable
(2) Contract
□Applicable √Not applicable
Items generated over 10% gains/losses in total profit in the report period for the Company
□ Applicable √ Not applicable
(3) Lease
□Applicable √Not applicable
Items generated over 10% gains/losses in total profit in the report period for the Company
□ Applicable √ Not applicable
2. Guarantee
□Applicable √Not applicable
(1) Guarantee provided in violation of regulations
□Applicable √Not applicable
3. Other significant contracts
□Applicable √Not applicable
4. Other significant transactions
None
39
2013 Annual Report of Wuhan Boiler Company Limited
IX. Fulfillment of commitments
1. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the
report period, or such commitments carried down into the report period
Commitment Time of making Period of
Commitment Contents Fulfillment
maker commitment commitment
Commitment on share reform - - - - -
Alstom
Commitment in the acquisition Avoid Strictly fulfill the
(China) Long-term
report or the report on equity horizontal April 14, 2006 commitment and
Investment effective
changes competition no breaches
Co., Ltd
Commitments made in assets
- - - - -
reorganization
Commitments made in IPO or
- - - - -
refinancing
Other commitments made to
- - - - -
minority shareholders
2. If the Company’s assets or projects existing earnings prediction, and the report period is among the
prediction period, it shall explain on whether the assets or projects reach the original earnings prediction
and relevant reason
□Applicable √Not applicable
X. Particulars about engagement and dismissal of CPA firm
CPA firm engaged at present
Union Power Certified Public Accountants (Special General
Name of domestic CPA firm
Partnership)
Remuneration of domestic CPA firm (RMB
75
0’000)
Consecutive years of the audit services
16
provided by domestic CPA firm
Names of the certified public accountants
Wang Mingcui, Li Yanbin
from the domestic CPA firm
Change the CPA firm at current period or not?
□ Yes √ No
Any CPAs firm, financial accountant or sponsor engaged for internal control audit
√ Applicable □ Not applicable
Union Power Certified Public Accountants (Special General Partnership) has issued the financial audit report and
40
2013 Annual Report of Wuhan Boiler Company Limited
the internal control audit report for 2013 for the Company.
XI. Explanation of the Board of Supervisors and Independent Directors (if applicable) on the
“Non-standard Audit Report” issued by the CPA firm during the report period
□Applicable √Not applicable
XII. Punishment and rectification
Rectification
□ Applicable √ Not applicable
Was any director, supervisor, senior management or shareholder holding more than 5% shares of the Company
suspected of trading the Company’s shares in violation of regulations, and the Company had announced the call-in
of such illegal gains?
□ Applicable √ Not applicable
XIII. Possibility of listing suspension and termination after disclosure of this annual report
As shown by the audit reports, the net profit attributable to shareholders of the Company and the net assets were
both negative for three consecutive accounting years of 2011, 2012 and 2013. According to Article 14.1.1 and
Provision 14.1.2 of the Stock Listing Rules of Shenzhen Stock Exchange, trading of the Company’s stock will be
suspended since the disclosure date of the Company’s 2013 Annual Report (Apr. 29, 2013) and Shenzhen Stock
Exchange will make a decision of listing suspension of the Company’s stock within 15 trading days since the
aforesaid trading suspension. And investors are kindly reminded to invest rationally and pay attention to possible
risks.
WBC Management shall take the following action plan for listing resumption of WBC stocks:
(1) With the advanced technology of 1000MW ultra supercritical tower boiler and 600MW supercritical two pass
boiler, WBC will actively bid in domestic market and dedicate to expand domestic market.
(2) With the support from Alstom, WBC will get more export orders for main parts of boilers. Meanwhile, WBC
will accumulate manufacturing experience of supercritical and ultra-supercritical boilers and demonstrate
production capacity of the new factory. Thus WBC can improve its domestic competition capacity and expand its
domestic market share;
(3) WBC will provide more training to employees to further master new technologies and adapt to new procedures
so as to meet high quality requirements of export orders and accumulate export sales performance;
(4) WBC is going to get continuous financing supports from Alstom (China) Investment Co., Ltd so as to meet
financing requirements of normal company operation;
(5) With the support from Alstom, WBC will try to get favorable payment conditions for export orders in order to
improve operating cash flow and reduce financial cost;
(6) WBC will further improve management systems and work procedures, strengthen cost control and cash flow
management, try its best to complete more orders and recognize project profit so as to achieve the objective of
turning loss to profit in 2014.
(7) The Debt-to-equity Conversion Plan disclosed on April 11, 2014 is the important measure taken by WBC to
41
2013 Annual Report of Wuhan Boiler Company Limited
avoid the delisting of its stocks. After the implementation of the Plan, the net asset of WBC would turn to be
positive, thus would satisfy the criteria in relation to net asset for purpose of listing resumption.
XIV. Other significant events
The trading to the Company’s stocks was suspended since Nov.5, 2013 because the Company planned significant
events. On Apr. 11, 2014, the Company disclosed the Announcement of the Resolutions of the 4th Meeting of the
6th Board of Directors and the Plan for Debt-to-equity Conversion etc. Applied by the Company, the trading of its
stocks has been resumed since Apr. 11, 2014 (Friday).
XV. Significant events regarding subsidiaries
None
XVI. Issue of corporate bonds
None
42
2013 Annual Report of Wuhan Boiler Company Limited
Section VI Changes in Shares and Particulars about Shareholders
I. Particulars about the changes in shares
Unit: share
Before the change Increase/decrease (+, -) After the change
Capitalizat
Issuance ion of
Proportion Bonus Proportion
Amount of new public Others Subtotal Amount
(%) shares (%)
shares reserve
fund
172,000,0 172,000,0
I. Non tradable shares 57.91% 57.91%
00 00
172,000,0 172,000,0
1. Sponsors’ shares 57.91% 57.91%
00 00
Share held by 20,530,00 20,530,00
6.91% 6.91%
domestic corporations 0 0
Share held by foreign 151,470,0 151,470,0
51% 51%
corporations 00 00
125,000,0 125,000,0
II. Tradable shares 42.09% 42.09%
00 00
2. Domestically listed 125,000,0 125,000,0
42.09% 42.09%
foreign shares 00 00
297,000,0 297,000,0
III. Total shares 100% 100%
00 00
Reason for the changes in shares
□ Applicable √ Not applicable
Approval for changes in shares
□ Applicable √ Not applicable
Transfer for changes in shares
□ Applicable √ Not applicable
Effects of changes 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 √ Not applicable
Other contents that the Company considers necessary or required by the securities regulatory authorities to
disclose
□ Applicable √ Not applicable
43
2013 Annual Report of Wuhan Boiler Company Limited
II. Issuance and listing of securities
1. Issuance of securities over the past three years
□Applicable √Not applicable
Explanation on securities issuance over the past three years
□Applicable √Not applicable
2. Explanation on changes in shares and the structure of shareholders, the structure of assets and liabilities
□Applicable √Not applicable
3. Particulars about employee shares
□Applicable √Not applicable
III. Particulars about shareholders and actual controller
1. Total number of shareholders and their shareholding
Unit: Share
Total number of shareholders at the end of the report Total number of shareholders at the end of the fifth trading day
8,117 7,858
period before the disclosure date of this report
Particulars about shares held by shareholders with a shareholding percentage over 5% or the top 10 shareholders
Increase / Pledged or frozen
Shareholding Total shares decrease Number of Number of shares
Name of shareholder Nature of shareholder percentage held at the during the non-tradable tradable
Status of Number
(%) period-end report shares held shares held
shares of shares
period
ALSTOM (CHINA) Domestic
INVESTMENT non-state-owned 51% 151,470,000 0 151,470,000 0
COMPANY LIMITED corporation
WUHAN BOILER
State-owned corporation 6.91% 20,530,000 0 20,530,000 0
GROUP CO., LTD
WANG XIAO Domestic natural person 0.9% 2,672,800 0 0 2,672,800
CHEN PENG Domestic natural person 0.79% 2,331,545 0 0 2,331,545
HU ZHIHONG Domestic natural person 0.47% 1,390,397 0 0 1,390,397
CHEN CHUYUN Domestic natural person 0.46% 1,372,450 0 0 1,372,450
HSBC BROKING
SECURITIES (ASIA) Foreign corporation 0.4% 1,195,114 0 0 1,195,114
LIMITED-CLIENTS A/C
44
2013 Annual Report of Wuhan Boiler Company Limited
CHINA MERCHANTS
SECURITIES (HK) CO., State-owned corporation 0.39% 1,163,236 0 0 1,163,236
LTD.
WU ZHEN FA Domestic natural person 0.38% 1,138,028 0 0 1,138,028
ZHUANG CHANG
Domestic natural person 0.35% 1,045,000 0 0 1,045,000
XIONG
Strategic investor or corporation becoming a top ten
shareholder due to placing of new shares (if any) (see Not applicable
Note 3)
Alstom (China) Investment Co., Ltd. (the first principal shareholder of the Company) and
Wuhan Boiler Group Co., Ltd. (the second principal shareholder of the Company) hold
non-tradable shares of the Company. No affiliated relationship exists between Alstom (China)
Investment Co., Ltd. (the first principal shareholder of the Company), Wuhan Boiler Group
Explanation on affiliated relationship or persons Co., Ltd. (the second principal shareholder of the Company) and the other shareholders with
acting in concert among the above-mentioned tradable shares, and they are not persons acting in concert as defined in the Administrative
shareholders: Rules on Information Disclosure about Changing of Shareholding Status. The Company is not
aware of whether there is any affiliated relationship among the top ten shareholders with
tradable shares and whether there are persons acting in concert among them. The Company is
not aware of whether there is any affiliated relationship among the top ten shareholders and the
top ten shareholders with tradable share.
Particulars about top ten shareholders holding tradable shares
Number of tradable shares Type of shares
Name of shareholder
held at the period-end Type Number
WANG XIAO 2,672,800 Domestically listed foreign shares 2,672,800
CHEN PENG 2,331,545 Domestically listed foreign shares 2,331,545
HU ZHIHONG 1,390,397 Domestically listed foreign shares 1,390,397
CHEN CHUYUN 1,372,450 Domestically listed foreign shares 1,372,450
HSBC BROKING SECURITIES (ASIA)
1,195,114 Domestically listed foreign shares 1,195,114
LIMITED-CLIENTS A/C
CHINA MERCHANTS SECURITIES (HK) CO.,
1,163,236 Domestically listed foreign shares 1,163,236
LTD.
WU ZHEN FA 1,138,028 Domestically listed foreign shares 1,138,028
ZHUANG CHANG XIONG 1,045,000 Domestically listed foreign shares 1,045,000
SUN WEIWEI 966,567 Domestically listed foreign shares 966,567
QIN HUI 909,286 Domestically listed foreign shares 909,286
45
2013 Annual Report of Wuhan Boiler Company Limited
Explanation on affiliated relationship or persons The top ten shareholders of the Company are public shareholders with tradable B shares. The
acting in concert among the top ten shareholders Company is not aware of whether there is any affiliated relationship among the top ten
with tradable shares and between the top ten shareholders with tradable shares and whether there are persons acting in concert among them.
shareholders with tradable shares and the top ten The Company is not aware of whether there is any affiliated relationship among the top ten
shareholders shareholders and the top ten shareholders with tradable share.
Explanation on the top 10 shareholders participating
Not applicable
in the margin trading business (if any)
Did any shareholder of the Company conduct any promissory repo during the report period?
□ Yea √ No
2. Particulars about the controlling shareholder
Corporation
Name of controlling Legal representative / Date of Organization Registered
Business scope
shareholder company principal establishment code capital
Lawfully investing in fields
in which foreign investment
is permitted by the State;
import, export, procurement
(as an agent) and sale (as an
agent) of equipments;
providing relevant services
ALSTOM (CHINA)
including training, human
INVESTMENT COMPANY Dominique Pouliquen Jan. 11, 1999 71092378-2 USD60,964,400
resources management,
LIMITED
consultancy, technology,
storage, operating lease and
etc.; participating in
overseas projects from
Chinese enterprises entitled
to execute overseas
projects.
As of the disclosure date of this report, the controlling shareholder has not yet disclosed its report
Operating results, financial for the current year. For 2012, the controlling shareholder recorded operating revenue of
situation, cash flow and future RMB3,304.73 million, net loss of RMB383.71 million and net cash flows of RMB800.13 million
development strategy, etc. from operating activities. Alstom (China) Investment Company Limited is an investment holdings
company and will continue to focus on investment in the future.
Shares held by the controlling
shareholder in other listed
companies by holding or Not applicable
shareholding during the report
period
46
2013 Annual Report of Wuhan Boiler Company Limited
Change of the controlling shareholder during the report period
□ Applicable √ Not applicable
3. Particulars about the actual controller
Corporation
Legal
representative Date of Organization Registered
Name of the actual controller Business scope
/ company establishment code capital
principal
The conduct of transactions in France and
abroad, notably in the following fields:
energy, transmission and distribution of
Not energy, transport, industrial equipment, naval
applicable (a EUR construction & repair work and engineering
ALSTOM Patrick Kron Nov. 11, 1992
French listed 2,160,783,408 and consultancy, design and/or production
company) studies and general contracting associated
with public or private works and
construction; and all the activities related or
incidental to the above.
The fiscal year for the Company’s actual controller (a French listed company) is from Apr. 1, 2013 to
Operating results, financial Mar. 31, 2014. As of the disclosure date of this report, it has not yet disclosed the report for the fiscal
situation, cash flow and future year. For the fiscal year of 2012, ALSTOM achieved sales of EUR20.3 billion, net gains of EUR802
development strategy, etc. million and net cash flows of EUR408 million. ALSTOM will maintain a stable growth in sales and
operating profit rate in the future.
Shares held by the actual
controller in other listed
companies by holding or Not applicable
shareholding during the report
period
Change of the actual controller during the report period
□ Applicable √ Not applicable
The ownership and controlling relationship between the actual controller of the Company and the Company is
detailed as follows:
47
2013 Annual Report of Wuhan Boiler Company Limited
Bouygues Franklin Resources FMR LLC Other shareholders
29.33% 4.95% 4.02 61.70%
Alstom
100%
Alstom Holdings
100%
Alstom (China) Investment Co., Ltd.
51%
Wuhan Boiler Company Limited
The actual controller controls the Company via trust or other ways of asset management
□ Applicable √ Not applicable
4. Particulars about other corporate shareholders with more than 10% shares of the Company
□ Applicable √ Not applicable
IV. Particulars on shareholding increase scheme proposed or implemented by the shareholders and
act-in-concert persons during the report period
□ Applicable √ Not applicable
Other information
□ Applicable √ Not applicable
48
2013 Annual Report of Wuhan Boiler Company Limited
Section VII Particulars about Directors, Supervisors, Senior Management and Employees
I. Changes in shareholding of directors, supervisors and senior management
Shares Shares
Shares
increased decreased Shares
Beginning held at the
Tenure Ending date at the at the held at the
Name Title Gender Age date of office year
status of office term report report period-end
term beginning
period period (share)
(share)
(share) (share)
Chairman of
YEUNG Kwok
the Board of Current Male 64 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Wei Richard
Directors
Sébastien
Director Current Male 46 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Thierry Rouge
Anders
Director Current Male 48 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Maltesen
Xiong Gang Director Current Male 56 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Kevin Qin Director Current Male 33 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Jiang Hong Director Current Female 46 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Independent
Shen Weixing Current Male 43 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Director
Independent
Tang Guoping Current Male 49 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Director
Independent
Xie Huobao Current Male 46 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Director
Ian Andrew
Director Former Male 41 Jun. 5, 2012 Oct. 10, 2013 0 0 0 0
Johnson
Dominique
Director Former Male 53 Oct. 15, 2010 Jun. 28, 2013 0 0 0 0
Pouliquen
Guy Chardon Director Former Male 64 Oct. 15, 2010 Oct. 10, 2013 0 0 0 0
Xiang Rongwei Director Former Male 60 Oct. 15, 2010 Jun. 28, 2013 0 0 0 0
Yang Independent
Former Male 53 Oct. 15, 2010 Oct. 10, 2013 0 0 0 0
Xiongsheng Director
Convener of
Thomas Joseph
the Board of Current Male 58 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Barker
Supervisors
49
2013 Annual Report of Wuhan Boiler Company Limited
Sun Tong Supervisor Current Female 43 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Sept. 27, Sept. 27,
Wang Quguang Supervisor Current Male 50 0 0 0 0
2013 2016
Sept. 27,
Pei Hanhua Supervisor Former Male 54 Oct. 15, 2010 0 0 0 0
2013
General
Jay Chen Current Male 51 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Manager
Finance
Chin Wee Hua Director and Current Male 42 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Deputy GM
Board
Xu Youlan Current Female 51 Oct. 10, 2013 Oct. 10, 2016 0 0 0 0
Secretary
Board
Kevin Qin Secretary and Former Male 33 Oct. 15, 2010 Oct. 10, 2013 0 0 0 0
Deputy GM
II. Brief biographies
Main working experience of current Directors, Supervisors and Senior Management in the past five years:
Chairman Yeung Kwok Wei Richard was born on April 7, 1949, Australian nationality. A HKIE Follow, major in
Electric Engineering and holder of MBA degree. He had worked for Hong Kong CLP Co., Ltd, BBC, ABB and
ALSTOM with positions held from Projects Sales Manager to Senior Vice President. He ever held positions of
Country Chief Representative and Region Vice President in China of AREVA T&D SA, and Head of Power,
Alstom Power, China. He is currently Head of Power, Alstom Hong Kong. Mr. Yeung Kwok Wei Richard is the
Board Director & Chairman of the 6th Board of Directors of WBC. He doesn’t hold any shares of the Company.
Director Mr. Sébastien Thierry Rouge was born on March 8, 1967, French nationality. He graduated from EDHEC
Business School in 1990 and started his work at Faurecia from 1992 to 1996 as controller in France and then as
corporate controller for the US subsidiaries. In 1997 he moved to Invensys, where he stayed for two years as
finance director for the automotive business first in France and then in Germany. From 1999 to 2002, he was
Director of controlling and information systems with Graham Packaging in Europe. In 2002, Mr. Sébastien
Thierry Rouge joined Alstom Transport as Finance Director for the Signalling business, followed by the role of
Vice President Finance in 2003. He then moved inside Alstom Transport as Vice President Finance South Europe
and between 2005 and 2007 he was in charge of operational projects, namely in Sourcing and Project
Management. From 2007 to 2009, he was Senior Vice President Finance of Alstom Power Service, followed by
the role of Vice President Finance Thermal Systems. In October 2010, he was appointed to Senior Vice President
Finance for Alstom Power. Since July 2011, he is holding the position of Senior Vice President Finance for Alstom
Thermal Power, having global P&L responsibility for this sector of Alstom. Mr. Sébastien Thierry Rouge is the
Board Director of the 6th Board of Directors of the Company. He doesn’t hold any shares of the Company.
Director Mr. Anders Maltesen was born on August 24, 1965, Danish nationality. He is the Vice President, Thermal
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2013 Annual Report of Wuhan Boiler Company Limited
Services East Asia for Alstom Asia Pacific Sdn. Bhd. in Malaysia since July 2011. He is having full regional / area
P&L responsibility, leading and overseeing the entire management spectrum including Sales, Project Management,
Industrial Processes, Legal, Supply Chain and other functions for 9 countries in East Asia. Formerly he was the
Unit manager and General Manager for Alstom Hydro activity in China since 2003. Earlier he worked in finance
and administration for over 10 years. He has 17 years’ experience working in China. He witnessed the great
transformation of Alstom from restructuring in 1999 till 2002 to fast growing company since 2003. Mr. Anders
Maltesen speaks Danish, English and German. Mr. Anders Maltesen is the Board Director of the 6th Board of
Directors of the Company. He doesn’t hold any shares of the Company.
Director Mr. Xiong Gang, born on June 21, 1957, Canadian nationality, holds a Master degree in Public
Administration (1988) and a Diploma of Advanced Studies in International Public Administration (1986) from
National Public Administration School of University of Quebec, Canada, and a Bachelor degree from East China
Normal University, Shanghai (1981). Currently, Mr. Xiong Gang is working in Alstom (China) Investment Co.
Ltd as Vice President responsible for Public Affairs. Mr. Xiong Gang worked in Hydro-Quebec (Canada) from
January 1988 to August 2005 as Senior Marketing Advisor, China Business Director and Asia Commercial
Director, responsible for business development and project management in China and other Asian countries. From
2001 to 2007, he was Chief Representative in Beijing for Meiya Power Company Ltd, responsible for government
relations and business development. Prior to joining in Alstom, he was Chief China Representative and Business
Development Director of AEI Asia Ltd (US). Mr. Xiong Gang is the Board Director of the 6th Board of Directors
of the Company. He doesn’t hold any shares of the Company.
Director Mr. Kevin Qin was born on March 7, 1980, Chinese nationality. He got a L.L.B degree for Civil and
Commercial Law from East China University of Politics and Law, a L.L.M degree for European Union Law from
University of Durham (UK) and EMBA from Zhongnan University of Economics and Law. Mr. Kevin Qin
currently holds the position of Director Legal & Contract Management, Alstom Steam China. He ever held
positions as Assistant to CEO and Legal Counsel in Co-Wealth Group, China Legal Manager of Pacific Media
PLC, Special Assistant to CEO and Legal Counsel in Cathay Industrial Biotech Ltd, Legal Director, Board
Secretary and Deputy General Manager of Wuhan Boiler Company Limited. Mr. Kevin Qin is the Board Director
of the 6th Board of Directors of the Company. He doesn’t hold any shares of the Company.
Director Ms. Jiang Hong was born on August 17, 1967, Chinese Nationality. She graduated from university with a
bachelor degree in Engineering. Ms. Jiang Hong ever worked as Deputy Director of Finance and Assets
Department in Wuhan Boiler Group Co., Ltd. Currently she is Director of General Management Department in
Wuhan Boiler Group Co., Ltd. Ms. Jiang Hong is the Board Director of the 6th Board of Directors of the Company.
She doesn’t hold any shares of the Company.
Independent Director Mr. Shen Weixing was born on April 24, 1970, Chinese nationality, Professor, Doctoral
Supervisor of Law School of Tsinghua University. Currently he holds the positions as Vice Dean of Law School,
Director of Real Estate Law Research Center in Tsinghua University, and Executive Director of Health Law
Center in Tsinghua University. He also takes the positions of Syndic of Civil Law Seminar of China Law Society,
Vice Secretary General of China Health Law Society, Vice Director Commissioner of Education Committee of
China Health Law Society, and Vice Chief Editor of Cross-Straight Law Review. He obtained a bachelor degree of
Law and a master degree of Law from Jilin University, and a Ph.D. degree from China University of Political
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2013 Annual Report of Wuhan Boiler Company Limited
Science and Law. And he was a post doctorate of Law School of Beijing University and visiting scholars of Law
School of Harvard University, Temple University, Cologne University, and Freiburg University. Mr. Shen Weixing
is the Independent Director of the 6th Board of Directors of the Company. He doesn’t hold any shares of the
Company and has no related relationship with the Company, the controlling shareholder or the actual controller of
the Company.
Independent Director Mr. Tang Guoping was born on August 21, 1964, Professor, Chinese Certified Public
Accountant, member of CPC. He graduated from Zhongnan University of Economics and Law with a doctor
degree. He obtained the third prize of Excellent Teaching Achievement 2001 issued by the People’s Government
of Hubei Province, the honor of Trans Century Academic Backbone of Hubei Province and the honor of Trans
Century Disciplines Academic Leader of the universities directly under the administration of the Ministry of
Finance. In 2002, he was chosen to join the Excellent Young Teachers Program of the Ministry of Education.
Currently he holds the position as Executive Vice Dean of Postgraduate School of Zhongnan University of
Economics and Law. He is also Independent Director of Hubei Fuxing Science and Technology Co., Ltd. (listed
company), Boai NKY Pharmaceuticals Ltd. (listed company), Tongling Zhongfa Suntech Co., Ltd. (listed
company) and Wuhan Guide Infrared Co., Ltd. (listed company). Mr. Tang Guoping is the Independent Director of
the 6th Board of Directors of the Company. He doesn’t hold any shares of the Company and has no related
relationship with the Company, the controlling shareholder or the actual controller of the Company.
Independent Director Mr. Xie Huobao was born on June 20, 1967. He graduated from Wuhan University with a
doctor degree. Mr. Xie Huobao is currently Professor of Department of Accounting of Wuhan University and also
Doctoral Supervisor. He obtained the third prize of Excellent Teaching Achievement 2009 issued by the People’s
Government of Hubei Province. He is Independent Director of Zhejiang Semir Garment Co., Ltd. (listed
company), HC SemiTek Corporation (listed company), Hankou Bank Co., Ltd. and Wuhan Chopper Biology Co.,
Ltd. Mr. Xie Huobao is the Independent Director of the 6th Board of Directors of the Company. He doesn’t hold
any shares of the Company and has no related relationship with the Company, the controlling shareholder or the
actual controller of the Company.
Convener of the Board of Supervisors Mr. Thomas Joseph Barker was born on August 4, 1955, American
nationality. He started his career with Combustion Engineering Inc. in 1978 as a Purchasing Parts Specialist.
While with Combustion Engineering he held several positions including Operations Manager in the Boiler Service
department and Marketing Manager for Industrial Boilers. In 1990 Combustion Engineering was purchased by
Asea Brown Boveri where Mr. Thomas Joseph Barker held the positions of Director of Marketing and Strategic
Planning for the Boiler Services business, Director of Supply Management for the Global Boiler Business, and
Vice President of Supply Management for the US Power Business and global Boiler Business. In 2000, Alstom
purchased the Power business from ABB. Since becoming part of Alstom, Mr. Thomas Joseph Barker was the
Vice President of Supply Management for the global Boiler business (2001-2004), the Vice President of Global
Boiler Manufacturing (2004-2008), the Director of Global Manufacturing Technology and Process (2008-2012).
Mr. Thomas Joseph Barker is currently the Director of the Boiler Manufacturing Network of Alstom’s Thermal
Power Sector. He is responsible for the Boiler Manufacturing Capital Investment, Research and Development, and
Transfer of Technology training, and Manufacturing Process Improvements for Alstom’s 4 Boiler Manufacturing
facilities located in the United States, Europe, India, and China. Mr. Thomas Joseph Barker is the Convener of the
6th Board of Supervisors of the Company. He doesn’t hold any shares of the Company.
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2013 Annual Report of Wuhan Boiler Company Limited
Supervisor Ms. Sun Tong was born on July 2, 1970, Chinese nationality. From 1988 to 1992, she studied at
Tianjin University and got a dual-degree (Enterprise Management and English for Science and Technology). She
became an Assistant Lecturer at Tianjin University of Finance and Economics during 1992 and 1993, and she
worked in Public Relations Department of Management Committee of Tianjin Development Zone during 1993
and 1994. From 1994 -2000, she held different positions in Honeywell China, such as Business Controlling and
Planning Manager in Industrial Automation Control SBU and Product SBU China Region, South China Zone
Manager, and FA Manager in Sinopec-Honeywell. She joined Alstom Tianjin Hydro in 2001 as Finance Manager
and then promoted to DGM in 2003 in charge of Finance and IT. She left for Alstom Transport in 2009. After that,
she held different positions in sectors and corporate. She was appointed as Alstom China FD in Jan 2013. Ms. Sun
Tong is the Supervisor of the 6th Board of Supervisors of the Company. She doesn’t hold any shares of the
Company.
Supervisor Mr. Wang Quguang, born on July 3, 1963, Chinese nationality, a Master in Economics from Wuhan
University. He started his career in July 1985 and went to the School of Business Administration of the University
of Maryland in the U.S. for more advanced education in 1999. Currently, he is the Deputy Director of the plant of
Wuhan Boiler Company Limited. He once was the Vice Chief of the Production Division, the Chief of the
Enterprise Management Division and the Chief of the Production Division of Wuhan Boiler Company Limited.
On January 18, 2013, he was elected as a member of the 3rd Trade Union Committee of Wuhan Boiler Company
Limited. He once was a member of the 10th and 11th CPPCC Wuhan Committee. Mr. Wang Quguang is the
Employee-representative Supervisor of the 6th Board of Supervisors of the Company. He doesn’t hold any shares
of the Company.
General Manager Mr. Jay Chen was born on January 10, 1962, German nationality. Mr. Jay Chen gained a Master
Degree in Electrical Engineering at Bochum University, Germany in 1989, and studied International Accounting
& Finance in ACCA, UK in 1996. After started his career in 1990 as a trainee in Weidmueller Interface GmbH &
Co., he worked as Product Manager and then Chief Representative for the following years. Thereafter he joined
Moeller Group (Eaton Corporation) in 1994, holding the position as Managing Director in Moeller Electric Co.
Ltd. China. Then he pursued further career development in A. Friedr. Flender AG (Part of Siemens) as Executive
Director Northeast Asia since 1998, followed-up General Manager in Flender Power Transmission (Tianjin) Co.
Ltd. In 2004, he joined GE Energy holding the position as CEO of Shenyang GE Liming Gas Turbine
Components Co. Ltd., and then General Manager of GE Corporate leading the success of sponsorship for Olympic
Games 2008 and partnership with World EXPO 2010 Shanghai & Asia Games 2010 Guangzhou. Since 2007, he
took the position in Coperion (Nanjing) Machinery Co. Ltd. as CEO, making significant achievements in
restructuring and integration of the company from a local private company to international player. Since July 2010,
he has been worked as CEO and President in AE&E Nanjing Boiler Co., Ltd.. Mr. Jay Chen is also Vice Chairman
of Association of all enterprises of Jiangsu Province. Mr. Jay Chen started to act as General Manager of the
Company since September 2011. He doesn’t hold any shares of the Company.
Finance Director & Deputy General Manager Mr. Chin Wee Hua, Malaysian nationality, was born on Oct. 4, 1971.
Mr. Chin Wee Hua graduated from the University of Western Australia, bachelor of Commerce with major in
Accounting and Finance. He is also a register Australian Certified Public Accountants. Mr. Chin Wee Hua
graduated from University of Leicester UK with a MBA degree. From 2001 to 2008, he was the Finance Director
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2013 Annual Report of Wuhan Boiler Company Limited
for Alstom Asia Pacific (Malaysia) Sdn Bhd. Before joining Alstom, Mr. Chin Wee Hua ever held position as
Senior Accountant in Roche (Malaysia) Sdn Bhd from 1999 to 2001. From 1997 to 1999, he was appointed the
Senior Accountant for Lundin Oil Limited. From 1994 to 1997 he was the Senior Auditor from
PricewaterhouseCoopers. Mr. Chin Wee Hua started to act as Finance Director of the Company since Oct., 2009
and Deputy General Manager of the Company since Oct., 2010. He doesn’t hold any shares of the Company.
Board Secretary Ms. Xu Youlan was born on November 28, 1962, Chinese nationality. She graduated from Wuhan
Radio Industry College majored in Mechanical Design in 1981, and graduated in 1987 from China Mechanical
Engineer College majored in Mechanical Design, with professional title as Engineer. From 1981 to 1996, Ms. Xu
Youlan worked in Wuhan Boiler Group Co., Ltd., responsible for tooling products design and process formation.
From 1996 to 1998, she fully involved in the establishment of WBC and its IPO process. From 1998 to 2002, she
worked in Asset Management Department of Wuhan Boiler Group, responsible for capital operation. Ms. Xu
Youlan held the position of Securities Representative of WBC since February 2002 (Qualification of Board
Secretary was obtained in 2002). She also involved in Alstom China acquisition of WBC’s 51% shares from
Wuhan Boiler Group from 2006 to 2007, and was responsible for information disclosure during the whole
acquisition period. Ms. Xu Youlan started to act as Board Secretary since October 2013. She doesn’t hold any
shares of the Company.
Positions held in shareholder entities
√Applicable □Not applicable
Name of the
Receives
person holding Ending
Beginning remuneration
Position in shareholder date of
any position in Name of shareholder’s entity date of office from
entity office
term shareholder
shareholder term
entity?
entity
Alstom (China) Investment Co., Ltd, the
Xiong Gang Vice President Aug. 8, 2010 Yes
controlling shareholder of the Company
Alstom (China) Investment Co., Ltd, the Country Finance Director
Sun Tong Jan. 1, 2013 Yes
controlling shareholder of the Company China
Wuhan Boiler Group Co., Ltd., a Director of General
Jiang Hong Sept. 1, 2007 Yes
shareholder of the Company Management Department
Notes to
positions held Other directors, supervisors and senior management of the Company do not hold any position in the controlling
in shareholder shareholder or shareholders of the Company.
entities
Positions held in other entities
□Applicable √Not applicable
III. Remuneration for directors, supervisors and senior management
Decision-making procedure, determining basis and actual payment for the remuneration of directors, supervisors
and senior management
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2013 Annual Report of Wuhan Boiler Company Limited
1. Decision-making procedure of remuneration: remuneration of directors, supervisors and senior management of
the Company is paid in accordance with the standards stipulated by the Ministry of Labor and Social Security of
PRC. Proposal on annual remuneration of directors, supervisors and senior management is formulated by the
Board of Directors in compliance with the evaluation method of the Company, and then implemented after
reviewed and approved by the Shareholders Meeting. ’
2. The Company pays RMB100,000 (before tax) to each independent director as allowance. Traveling and
accommodation expenses incurred for attending the Board Meetings and Shareholders’ Meetings will be
reimbursed by the Company.
Remuneration for directors, supervisors and senior management of the Company during the report period
Unit: RMB Ten thousand
Total
Total Actual
remuneration
remuneration remuneration
Name Title Gender Age Tenure status gained from
gained from gained at the
shareholder
the Company period-end
entity
YEUNG Kwok Wei Chairman of the
Male 64 Current 0 172.22 172.22
Richard Board of Directors
Sébastien Thierry 46.20
Director Male 46 Current 0 46.20
Rouge (Oct - Dec)
36.84
Anders Maltesen Director Male 48 Current 0 36.84
(Oct - Dec)
Xiong Gang Director Male 56 Current 0 211.18 211.18
19.91
Kevin Qin Director Male 33 Current 0 19.91
(Oct - Dec)
3.00
Jiang Hong Director Female 46 Current 0 3.00
(Jul - Dec)
Shen Weixing Independent Director Male 43 Current 10 0 10
Tang Guoping Independent Director Male 49 Current 10 0 10
2.5
Xie Huobao Independent Director Male 46 Current 0 2.5
(Oct - Dec)
163.35
Ian Andrew Johnson Director Male 41 Former 0 163.35
(Jan - Oct)
114.47
Dominique Pouliquen Director Male 53 Former 0 114.47
(Jan - Jun)
332.23
Guy Chardon Director Male 64 Former 0 332.23
(Jan - Oct)
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2013 Annual Report of Wuhan Boiler Company Limited
6.63
Xiang Rongwei Director Male 60 Former 0 6.63
(Jan - Jun)
7.5
Yang Xiongsheng Independent Director Male 53 Former 0 7.5
(Jan - Sep)
Convener of the Board
Thomas Joseph Barker Male 58 Current 0 154.62 154.62
of Supervisors
Sun Tong Supervisor Female 43 Current 0 131.63 131.63
8.92
Wang Quguang Supervisor Male 50 Current 0 8.92
(Oct - Dec)
50.19
Pei Hanhua Supervisor Male 54 Former 0 50.19
(Jan - Sep)
Jay Chen General Manager Male 51 Current 158.62 0 158.62
Finance Director and
Chin Wee Hua Male 42 Current 88.86 0 88.86
Deputy GM
3.06
Xu Youlan Board Secretary Female 51 Current 0 3.06
(Oct - Dec)
Board Secretary and 49.99
Kevin Qin Male 33 Former 0 49.99
Deputy GM (Jan - Sep)
Total -- -- -- -- 389.64 1,392.28 1,781.92
Particulars about the equity incentives awarded for the directors, supervisors and senior management of the
Company during the report period
□Applicable √Not applicable
IV. Changes of Directors, Supervisors and Senior Management within the report period
Name Position Type Date Reason
Chairman of the
YEUNG Kwok
Board of Elected Oct. 10, 2013 Re-election
Wei Richard
Directors
Sébastien Thierry
Director Elected Oct. 10, 2013 Re-election
Rouge
Anders Maltesen Director Elected Oct. 10, 2013 Re-election
Xiong Gang Director Elected Oct. 10, 2013 Re-election
Kevin Qin Director Elected Oct. 10, 2013 Re-election
Jiang Hong Director Elected Oct. 10, 2013 Re-election
Independent
Shen Weixing Elected Oct. 10, 2013 Re-election
Director
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2013 Annual Report of Wuhan Boiler Company Limited
Independent
Tang Guoping Elected Oct. 10, 2013 Re-election
Director
Independent
Xie Huobao Elected Oct. 10, 2013 Re-election
Director
Left upon
Ian Andrew
Director expiration of the Oct. 10, 2013 Re-election
Johnson
office term
Dominique
Director Resignation Jun. 28, 2013 Personal arrangement
Pouliquen
Left upon
Guy Chardon Director expiration of the Oct. 10, 2013 Re-election
office term
Xiang Rongwei Director Resignation Jun. 28, 2013 Retirement
Left upon
Yang Independent
expiration of the Oct. 10, 2013 Re-election
Xiongsheng Director
office term
Convener of the
Thomas Joseph
Board of Elected Oct. 10, 2013 Re-election
Barker
Supervisors
Sun Tong Supervisor Elected Oct. 10, 2013 Re-election
Wang Quguang Supervisor Elected Sept. 27, 2013 Elected by the Employees Representative Meeting
Left upon
Pei Hanhua Supervisor expiration of the Sept. 27, 2013 Left after the re-election of the Board of Supervisors
office term
Employment renewed after the re-election of the Board of
Jay Chen General Manager Hired Oct. 10, 2013
Directors
Finance Director Employment renewed after the re-election of the Board of
Chin Wee Hua Hired Oct. 10, 2013
and Deputy GM Directors
Newly hired after the re-election of the Board of
Xu Youlan Board Secretary Hired Oct. 10, 2013
Directors
Left upon
Board Secretary
Kevin Qin expiration of the Oct. 10, 2013 Left after the re-election of the Board of Directors
and Deputy GM
office term
V. Particulars about changes in core technical team or key technicians during the report period (not
directors, supervisors or senior management)
In order to keep the key technicians to support the development of domestic boiler business, the Company
established the Committee of Technical Experts. The committee commits itself to the development, share and
spread of boiler technology, participating in important technical decision-making and providing necessary
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2013 Annual Report of Wuhan Boiler Company Limited
technical support for executing the projects of the Company. In order to expand the boiler island business, the
Company keeps introducing talents in project management and design for the boiler island, who have played a key
role in the design and execution of the boiler island project.
VI. Employees
As of Dec. 31, 2013, there were 1642 in-service employees in the Company, and 1348 retirees for whom the
Company needs to undertake relevant expenses.
1. The composition of profession and education background of in-service employees is listed as follows:
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2013 Annual Report of Wuhan Boiler Company Limited
2. Employee’s remuneration policy
The Company’s remuneration policy is in line with laws, regulations and relevant management systems of the
Company. Within the reasonable costs scope, it uses the overall remuneration system to attract, incent and retain
the qualified staffs. The overall remuneration system adjusts the salary structure basing on the market data to
ensure the external competitiveness, and enhances the internal fairness through the Company’s internal level
salary matrix. The Company emphasizes the recognition on employee’s contribution through the overall
(integrated) remuneration, which not only reflects through the basic salary but also will include the follows: bonus
and benefit programs in other respects, the employees’ learning & development opportunities and rewards, etc..
The Company made rewards on performance, treated the key talents and outstanding employees differently, so as
to expect the employees to benefit from the Company’s overall business performance and further ensure the
Company’s internal solidarity.
3. Employee’s training plan
The Company had complete training system, promulgated and implemented perfect training plan in the report
period, including the new employee’s orientation training, know-how and skills training, special work training,
management training, Alstom technology transfer training, etc.. And the employees improve their knowledge,
skills and methods after the training, and thus improve their performance, so as to promote the business
development of the Company.
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2013 Annual Report of Wuhan Boiler Company Limited
Section VIII Corporate Governance
I. Basic information of corporate governance
The Board of Directors of the Company continuously improved its corporate governance and standardized the
Company’s operation strictly according to the requirements of the Company Law, the Securities Law and other
relevant laws and regulations. In the report period, by launching specific correction activities, the Company
improved many aspects of governance and internal control system, perfected its corporate governance and
normalized operation. The Board of Directors thinks that the actual situation of corporate governance of the
Company is in compliance with the requirements of Guiding Principle on Governing Listed Companies.
(1) About shareholders and Shareholders’ Meeting:
The Company convenes and holds Shareholders’ Meetings according to requirements of Opinions on
Standardization of Shareholders’ Meeting of Listed Companies and Rules of Procedure for the Shareholders’
Meeting of Listed Companies, the Company treats all shareholders equally, especially minority shareholders are
insured to be equally treated and they can fully exercise their lawful rights.
(2) About relationship between controlling shareholder and the Company:
The controlling shareholder complies with laws while exercising their rights as investors through the
Shareholders’ Meeting and doesn’t, directly and indirectly, intervene the Company’s decision-making and
operation through other channels. The human resources, assets, finance, organizations and operations of the
Company are independent from the controlling shareholder. The Company and the controlling shareholder
maintain different financial accounts, and independently undertake commercial liabilities and market risks.
Related transactions between the Company and the controlling shareholder are reasonable and fair, and its
decision-making procedures comply with related regulations. The controlling shareholder doesn’t occupy any
fund of the Company and the Company doesn’t provide any guarantee to the controlling shareholder and its
subsidiaries.
(3) About directors and the Board of Directors:
The Company elects and engages directors strictly in accordance with procedure on director election, the
Company Law and Articles of Association of the Company, ensuring that the director election is public, just, fair
and independent. The Company ensures that the number and structure of directors is in compliance with
provisions stipulated in laws and regulations. The meetings of the Board of Directors are convened and held
according to the Rules of Procedure for the Board of Directors. Members of the Board of Directors perform and
fulfill their duties honestly, diligently and responsibly. The Board of Directors establishes special committees,
each of which performs its own duty and improves the efficiency of the Board of Directors.
(4) About supervisors and the Board of Supervisors:
The Company elects and engages supervisors strictly in accordance with procedure on supervisor election, the
Company Law and Articles of Association of the Company. The Company ensures that the number and structure
of supervisors is in compliance with provisions stipulated in laws and regulations. The Board of Supervisors
inspects and supervises the legitimacy of activities of the Company finance, directors, senior management and
other managers, safeguards the benefits and interests of shareholders.
(5) About information disclosure and its transparency:
Secretary of the Board of Directors is responsible for information disclosure and investor relationship
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2013 Annual Report of Wuhan Boiler Company Limited
management, including reception of visits and consultations from investors. Securities Times and Hong Kong Ta
Kung Pao are designated by the Company as the newspapers for disclosing relevant information. According to
laws, regulations and requirements of the Management Rules on Information Disclosure of the Company, the
Company discloses the information authentically, accurately, timely and completely to ensure all shareholders
have equal opportunity to acquire information.
During the report period, the Company formulated the Administrative Measures on Preventing Capital Occupation
by the Controlling Shareholder and Related Parties of the Company and the Internal Control Rules on Derivatives
Investment of the Company, and amended relevant contents of the Articles of Association.
Whether it exists any difference between the corporate governance and the Company Law and relevant rules of
CSRC or not?
□ Yes √ No
There is 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
Insiders:
In accordance with the requirements of the Regulation on Establishing the Registration System for Insiders in
Listed Company issued by CSRC (CSRC Announcement [2011] No. 30) and the Notice on Strengthening Inside
Information Management and Improving the Registration System for Insiders issued by Hubei CSRC, and
integrated with the actual situation of the Company, the Board of Directors amended the Insider Dealing Code
(formulated in 2010) in 2012. During the report period, the Company strictly executed the Insider Dealing Code,
and followed the system to truthfully and completely record the name list of all insiders in the aspects of reporting,
transfer, promulgation, review and disclosure before the public disclosure of relevant inside information, and
relevant materials have been submitted and recorded timely. During the report period, the Company and relevant
personnel didn’t receive any monitoring and inspection measures from the regulatory authorities or administrative
punishment due to the execution of Insider Dealing Code or the involvement of inside trading.
II. Particulars about annual shareholders’ meeting and extraordinary shareholders’ meeting held during
the report period
1. Particulars about annual shareholders’ meeting held during the report period
Session Convening date Proposal Resolution Disclosure date Disclosure index
1. 2012 Annual Report and its Summary Announcement
Report; 2. 2012 Working Report of the Board All the on Resolutions of
of Directors; 3. 2012 Working Report of the proposals 2012 Annual
2012 Annual Board of Supervisors; 4. 2012 Financial were Shareholders’
Shareholders’ Jun. 28, 2013 Auditing Report; 5. Proposal for 2012 Profit approved at Jun. 29, 2013 Meeting of
Meeting Distribution; 6. Proposal for 2012 Annual the meeting Wuhan Boiler
Remuneration of WBC Board Directors, and executed Company Limited
Supervisors and Senior Management; 7. effectively. (Announcement
Proposal for Re-engaging Zhonghuan Haihua No.: 2013-029)
61
2013 Annual Report of Wuhan Boiler Company Limited
Certified Public Accountants Co. Ltd. as was published on
Accounting Firm for 2013 and its Securities Times ,
Remuneration; 8. Proposal for Execution of Ta Kung Pao and
2012 Routine Related Party Transactions and http://www.cninfo
Estimation of 2013 Routine Related Party .com.cn
Transactions; 9. Proposal for Entrusted
Shareholder Loan from Alstom (China)
Investment Co., Ltd. through a Domestic Bank;
10. Proposal for Nomination of Supplementary
Candidate Directors; 11. Proposal for
Amending the Articles of Association.
2. Particulars about extraordinary shareholders’ meeting held during the report period
Session Convening date Proposal Resolution Disclosure date Disclosure index
Announcement on
1. Proposal for Election of the
Resolutions of the First
New Session Board of Directors
Extraordinary
and Nomination of the Candidate All the
Shareholders’ Meeting
The First Directors; 2. Proposal for proposals were
2013 of Wuhan Boiler
Extraordinary Election of the New Session approved at the
Oct. 10, 2013 Oct. 11, 2013 Company Limited
Shareholders’ Board of Supervisors and meeting and
(Announcement No.:
Meeting 2013 Nomination of the Candidate executed
2013-044) was published
Non-Employee Representative effectively.
on Securities Times , Ta
Supervisors; 3. Amendment of
Kung Pao and
Articles of Association of WBC
http://www.cninfo.com.cn
III. Performance of the Independent Directors during the Report Period
1. Particulars about the independent directors attending the Board Meetings and the Shareholders’
Meetings
Particulars about the independent directors attending the Board Meeting
Failing to present
Presence by in person for two
Name of independent Due presence Presence in Entrusted
circulation Absence (times) consecutive
directors (times) person (times) presence (times)
(times) Board Meetings
or not
Shen Weixing 7 7 0 0 0 No
Tang Guoping 7 7 0 0 0 No
Xie Huobao 2 2 0 0 0 No
Yang Xiongsheng 5 5 0 0 0 No
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2013 Annual Report of Wuhan Boiler Company Limited
Explanation on failing to present in person for two consecutive Board Meetings
Naught
2. Particulars about objections proposed by independent directors on relevant events
Whether independent directors propose objection on relevant events or not?
□ Yes √ No
The independent directors didn’t propose objection on relevant events during the report period.
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 or not adopted
During the report period, three independent directors of the Company all worked no less than 15 working days,
and attended the Shareholders’ Meetings, the Board Meetings and meetings of Special Committees on time, and
they issued their independent opinion on the operation situation and risk management & control of the Company.
In 2013, three independent directors issued their independent opinion on relevant proposals reviewed and
approved by the Board of Directors according to relevant stipulations and requirements, and their advices
proposed at meetings and after meetings were all adopted or replied by the Company.
IV. Performance of the Special Committees under the Board of Directors during the report period
I. Performance of the Audit Committee of the Board of Directors
(1) The review opinion on the financial statements prepared by the Company before being audited by Union
Power Certified Public Accountants (Special General Partnership)
Board of Directors of the Company,
We have reviewed the financial statements submitted by the Finance Department of the Company, which include
the balance sheet as at Dec. 31, 2013, the income statement, the cash flow statement, the statement of changes in
owners’ equity for the year then ended, as well as the notes to the financial statements. We focused on the
factuality and completeness of the financial information provided according to the New Accounting Standards for
Business Enterprises and the related financial rules of the Company. Based on our inquiry with relevant financial
personnel and management about the Company’s computational procedures of financial information, we believe
that: all the transactions of the Company were fully recorded and the related materials were complete; the
accounting policies and accounting estimates adopted were suitable and reasonable. Since there is still a time gap
from this preliminary review to the issuance of the first draft of the auditor’s report, we hereby remind the Finance
Department of the Company to strictly follow the New Accounting Standards for Business Enterprises when
handling events after balance sheet date to ensure the fairness, factuality and completeness of the Financial
Statements.
Audit Committee of the Board of Directors
Dec. 30, 2013
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2013 Annual Report of Wuhan Boiler Company Limited
(2) The review opinion on the financial statements of the Company after the preliminary audit opinion was issued
by Union Power Certified Public Accountants (Special General Partnership)
Board of Directors of the Company,
We have reviewed the preliminary audit opinion issued by Union Power Certified Public Accountants (Special
General Partnership) and the financial statements submitted by the Company, which include the balance sheet as
at Dec. 31, 2013, the income statement, the cash flow statement, the statement of changes in owners’ equity for
the year then ended, as well as the notes to the financial statements. Through a further review on accounts records
and vouchers, we maintain our original statement that: in our opinion, the financial statements comply with the
New Accounting Standards for Business Enterprises and the related financial rules of the Company, presenting
fairly the financial position of the Company as at Dec. 31, 2013, as well as the operating results and its cash flows
for the year then ended.
Audit Committee of the Board of Directors
Apr. 10, 2014
(3) The summary report of the audit work performed by Union Power Certified Public Accountants (Special
General Partnership)
Board of Directors of the Company,
In accordance with the audit plan of the Company, 8 auditors from Union Power Certified Public Accountants
(Special General Partnership) performed the audit of the 2013 financial statements. The pre-audit communication
commenced on December 10, 2013 and the formal audit on January 7, 2014. The leader of the audit team
conducted effective communication with the Company’s relevant financial personnel, management personnel and
members of the Audit Committee on the subject of consolidation of the Company’s financial statements and
application of the New Accounting Standards for Business Enterprises. Such in-depth communication provided all
relevant parties with an adequate understanding of the operation status and financial processes of the Company, as
well as the application of the New Accounting Standards for Business Enterprises, which also provided a
foundation for Union Power Certified Public Accountants (Special General Partnership) to draw a fair audit
conclusion.
During the audit, the Audit Committee focused on the following questions when communicating with the auditors:
1. Whether all the transactions were recorded and reported fully, truly and completely;
2. Whether the financial report was produced in accordance with the New Accounting Standards for Business
Enterprises and the requirements of the securities regulatory authorities;
3. Whether the internal accounting control system of the Company was a sound one;
4. Whether all departments of the Company fully cooperated with the auditors in providing the information
required.
The auditors of Union Power Certified Public Accountants (Special General Partnership) gave positive replies
concerning the aforesaid questions and issued a standard unqualified auditor’s report on Apr. 25, 2014. We hold
the opinion that: with the excellent professional skills and reasonable personnel allocation, the auditors
performing the 2013 annual auditing concluded their work in strict compliance with the Independent Auditing
Criteria for Chinese Registered Accountants; the auditor’s report issued presented a true and fair reflection of the
Company’s financial position as at Dec. 31, 2013, operating results and cash flows position for the year then
ended, and the audit conclusion was in compliance with the Company’s actual situation.
Audit Committee of the Board of Directors
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2013 Annual Report of Wuhan Boiler Company Limited
Apr. 25, 2014
(4) Resolution of the Audit Committee on continuing to engage Union Power Certified Public Accountants
(Special General Partnership) as auditor for the year 2014
Union Power Certified Public Accountants (Special General Partnership) had been serving as the Company’s
annual auditor since the year 1998. And it performed competently and diligently during the 2013 annual auditing.
Therefore, the Audit Committee hereby proposes to renew the engagement of Union Power Certified Public
Accountants (Special General Partnership) as the annual auditor for the year 2014, with an auditing fee of
RMB1.2 million.
The above resolution shall be submitted to the Board of Directors of the Company for examination and 2013
Annual Shareholders’ Meeting for examination and approval.
Audit Committee of the Board of Directors
Apr. 25, 2014
II. Duty performance of the Remuneration and Appraisal Committee of the Board of Directors
The Remuneration and Appraisal Committee has reviewed the remuneration of directors, supervisors and senior
management disclosed in 2013 Annual Report of the Company, and hereby expresses our opinion as follows:
In our opinion, the current Compensation and Benefit system applied in the Company was set up according to the
stipulated decision-making process. The actual distribution of remunerations for directors, supervisors and senior
management and the corresponding amount disclosed in 2013 Annual Report are authentic and accurate.
Remuneration and Appraisal Committee of the Board of Directors
Apr. 25, 2014
V. Performance of the Board of Supervisors
Whether the Board of Supervisors finds the Company existing risks or not in the supervisory activities during the
report period?
□ Yes √ No
The Board of Supervisors has no objection on the supervised events during the report period.
The Opinion of the Board of Supervisors on Internal Control Evaluation Report:
Pursuant to relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange, following
principles of internal control and based on WBC’s real situation, WBC well established its internal control
organization, improved its internal control system, executed normal internal control activities and insured the
rationality and legality of internal control system in order to improve the standard operation, maintain healthy
business activities, and protect the safety and completeness of WBC’s assets. Internal control evaluation made by
the Board of Directors, truly and objectively, reflects the real situation of WBC’s internal control work, and the
Board of Supervisors gives a confirmative opinion.
VI. Particulars about the Company’s Independence from the controlling shareholder in respect of
operation, personnel, assets, organization and finance
The Company is independent in personnel, assets, finance, organization and operations from its controlling
shareholder, ALSTOM (China) Investment Co., Ltd., and independently responsible for commercial liabilities and
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2013 Annual Report of Wuhan Boiler Company Limited
market risks.
In Personnel, the Company establishes independent labor, personnel and salaries management systems. No senior
management possesses any position in the controlling shareholder entities.
In assets, the relationship regarding assets ownership between the Company and the controlling shareholder have
been clearly defined, and the controlling shareholder does not in possession of any assets, capital or other
resources of the Company.
In finance, the Company has its own independent financial accounting department with perfect accounting system
and financial management system. Decisions in finance are made according to the stringent requirements of
accounting system for listed companies, and the similar requirements have been applied to subsidiaries of the
Company. The Company has its own independent bank account and its taxations are paid independently in
compliance with legal requirements.
In organization structure, the Company already established independent, integrated and effective operation system
and responsibility of all organizations is clear. The establishment and operation of corporate governance of the
Company was already implemented strictly in accordance with Articles of Association of the Company, which
introduced Independent Director System and established four special committees under the Board. The production,
operation and administration of the Company are completely independent from the controlling shareholder. The
Company already established organization structure suitable for requirement of self-development.
In operation, the Company has independent and integrated business and has capability to self-operate, independent
purchase, sales, and production systems. The purchase, production and sales of raw materials and products are all
conducted through the independent system of the Company. There is no horizontal competition between the
Company and the controlling shareholder in domestic market.
VII. Particulars on horizontal competition
The business scope of Alstom (China) Investment Co., Ltd. (the controlling shareholder of the Company) is:
lawfully investing in fields in which foreign investment is permitted by the State; import, export, procurement (as
an agent) and sale (as an agent) of equipments; providing relevant services including training, human resources
management, consultancy, technology, storage, operating lease and etc.; participating in overseas projects from
Chinese enterprises entitled to execute overseas projects.
Since Alstom (China) Investment Co., Ltd. became the controlling shareholder in 2007, the Company has
continued to focus on the China market for business activities and sale of products. As the only boiler manufacture
base of Alstom in China, Alstom committed that all its boilers for the China market will be produced and provided
by the Company. Meantime, according to Alstom’s strategy, Alstom or any of its branch companies/subsidiaries
will not export boilers to China or compete with WBC in China.
Therefore, other Alstom boiler manufacturers will not bid for the same projects with the Company. So far, there is
no horizontal competition between the Company and its controlling shareholder and actual controller in China.
The Company’s related party transactions are in line with the fair and just market principles, and relevant
agreements on related party transactions are signed and executed according to the agreed prices.
VIII. Performance appraisal and incentive mechanism for senior management
Appraisal and incentive mechanism for senior management of the Company made by the Board of Directors is
based on the achievement of annual business target. In accordance with annual business target, the Company pays
annual salary to senior management in line with individual performance review and other appraisal indexes such
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2013 Annual Report of Wuhan Boiler Company Limited
as operation performance, safety production, diligent and honest administration.
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2013 Annual Report of Wuhan Boiler Company Limited
Section IX Internal Control
I. Construction of internal control of the Company
In order to implement the Basic Rules for Enterprise Internal Control and relevant supporting guidelines issued by
the five ministries including the Ministry of Finance and CSRC, as well as relevant requirements and stipulations
of the Document EZJGS Zi [2012] No. 9 issued by Hubei CSRC, the Company has formulated the Work Plan for
Implementing of Internal Control Standards of Wuhan Boiler Company Limited (hereinafter referred to as
“Internal Control Plan”). In order to improve internal control, the Company has established an internal control
implementation project team with the Chairman of the Board as the first principal, which is responsible for
deciding the promoting strategy and implementation scope for internal control work, making important decision,
coordinating work and reviewing the work results, promoting and executing detailed work, as well as
summarizing the work results, etc. Meanwhile, the Company has engaged the annual audit firm to help identify
the weaknesses and defects of its internal control, and give relevant advices for improvement, so as to make the
Company’s internal control construction in line with the requirements of the Basic Rules for Enterprise Internal
Control. During the report period, the Company reached the goals in internal control construction according to the
original Internal Control Plan.
II. Statement from the Board of Directors to the responsibility of internal control
The Board of Directors and all directors assured that there are no misstatements, misleading statements or material
omissions in the report, and will take individual and/or joint and several liabilities for the authenticity, accuracy
and completeness of this report. It is the responsibility of the Board of Directors to establish complete internal
control and conduct efficient implementation; the Board of Supervisors supervises the establishment and
implementation of internal control by the Board of Directors; and the Senior Management is responsible for
organizing and leading the routine operation of internal control for the Company, so as to reasonably guarantee the
legality & compliance of operation management, authenticity and completeness of the financial report and
relevant information for the Company and safety of assets, improve the operating efficiency, promote to realize
the goal of operation and internal control, and establish and perfect the internal control standards, as well as
implement relevant control measures. And it can only provide reasonable guarantee for realizing the above goals
due to the internal control has its inherent limitation.
III. Basis on establishing the internal control for financial report
In order to standardize the management for the financial report of the Company, in accordance with the
Accounting Law, Enterprise Accounting Standards, Basic Rules for Enterprise Internal Control and the supporting
guidelines as well as other laws, rules and regulations, the Company established a series of finance management
system and corresponding management rules, clearly defining the promulgation of financial report, related party
transactions, the responsibility and authority of departments and positions, so as to ensure the legality, compliance,
authenticity and completeness of the financial report.
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2013 Annual Report of Wuhan Boiler Company Limited
IV. Internal control self-appraisal report
Particulars about significant defects of internal control found during the report period in the internal control
evaluation report
According to the criteria of significant deficiency of the company’s internal control, there was no significant
financial reporting internal control deficiencies, also there were not significant non-financial reporting internal
control deficiencies found on the reference date of internal control evaluation report
Disclosure date of the Internal
Apr. 29, 2014
Control Evaluation Report
Disclosure index of the
For details about the 2013 Internal Control Evaluation Report, please refer to
Internal Control Evaluation
http://www.cninfo.com.cn
Report
V. Audit report on internal control
√Applicable □Not applicable
Audit opinion paragraphs in the Audit Report on Internal Control
In accordance with Application Guidelines of Corporate Internal Control and Auditing Standards for CICPA, we
have audited the effectiveness of internal control on financial statements of Wuhan Boiler Co., Ltd (the
‘Company’) as at December 31 2013. We believe that, Wuhan Boiler Co., Ltd. maintained efficient internal
control of financial reports in all significant aspects according to ‘Basic Standards of Corporate Internal Control’
and relevant regulations.
Disclosure date of the Audit
Apr. 29, 2014
Report on Internal Control
Disclosure index of the Audit For details about the 2013 Audit Report on Internal Control of Wuhan Boiler
Report on Internal Control Company Limited, please refer to http://www.cninfo.com.cn
Whether the CPA firm issues a non-standard audit report for internal control?
□Yes √No
Does the internal control audit report issued by the CPA firm comply with the internal control evaluation report
prepared by the Board of Directors?
√Yes □No
VI. Establishment and execution of rules of accountability for material mistakes in annual report
information disclosure
No material mistakes in the annual report of the Company were found during the report period.
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2013 Annual Report of Wuhan Boiler Company Limited
Section X Financial Report
I. Auditor’s Report
Type of audit opinion Standard Unqualified Audit Opinion
Date of signing the auditor’s report Apr. 25, 2014
Union Power Certified Public Accountants (Special
Name of audit firm
General Partnership)
Number of audit report ZHSZ （ 2014 ） No.010210
Name of registered accountant Wang Mingcui, Li Yanbin
Auditor’s Report
TO THE SHAREHOLDERS OF WUHAN BOILER CO., LTD.
We have audited the accompanying financial statements of Wuhan Boiler Co., Ltd (the ‘Company’), which
comprise the consolidated balance sheet as at December 31 2013, the consolidated income statement, the
consolidated cash flow statement, and the consolidated statement of change in equity, for the year then ended, and
a summary of significant accounting policies and other explanatory notes.
Management's responsibility for the financial statements
Preparation and fair presentation of financial statements are the responsibility of the Company’s management. This responsibility
includes: designing, implementing and maintaining internal controls relevant to the preparation of these financial statements to
prevent these financial statements from material misstatement arising from fraud or error; selecting and applying proper accounting
policies; and making reasonable accounting estimates.
Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance
with Auditing Standards for CICPA. Those Standards require that we comply with relevant ethical requirements, plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing audit procedures, so as to obtain audit evidence supporting the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ judgments, including the assessment of risks of material misstatement of
these financial statements whether due to fraud or error. In making those risk assessment, we consider internal controls relevant to the
company’s preparation and fair presentation of these financial statements in order to design appropriate audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal
controls. An audit also includes assessing the reasonability of accounting principles used and significant estimates made by the
management, as well as evaluating the overall financial statements presentation.
We believe that the audit evidences we have obtained are sufficient and effective, providing a reasonable basis for our opinion.
Opinion
In our opinion, the financial statements comply with Chinese Accounting Standard (2006), and present fairly in all
material respects the financial position of the Company as of December 31, 2013 and the results of its operations
and its cash flows for the year then ended.
Union Power Certified Public Accountants CICPA Mingcui Wang
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2013 Annual Report of Wuhan Boiler Company Limited
(Special General Partnership) CICPA Yanbin Li
Wuhan, China April 25, 2014
II. Financial statements
Monetary unit of notes to financial statements: RMB Yuan
1. Consolidated balance sheet
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Balance as at Dec 31, Balance as at Dec. 31,
Item
2013 2012
Current assets:
Monetary funds 10,114,897.11 133,682,569.38
Deposit reservation for balance
Outgoing call loans
Trading financial assets
Notes receivable 15,000,000.00 16,778,857.08
Accounts receivable 221,376,068.36 231,207,704.44
Prepayment 66,353,048.93 117,776,137.51
Insurance receivables
Reinsurance receivables
Provision of reinsurance contract reserve receivable
Interest receivable
Dividend receivable
Other receivables 58,418,447.82 90,356,030.52
Financial assets purchased under agreement to resell
Inventories 134,413,065.46 143,098,165.73
Non-current assets due within 1-year
Other current assets
Total current assets 505,675,527.68 732,899,464.66
Non-current assets ：
Loan and payment on other’s behalf disbursed
Available-for-sale financial assets
Investment held to maturity
Long-term receivables
Long-term equity investment
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2013 Annual Report of Wuhan Boiler Company Limited
Investment property
Fixed assets 705,316,090.85 741,586,739.40
Construction in progress 2,245,077.87 1,562,224.98
Engineering materials
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets 73,865,912.61 79,968,814.31
R&D expenses
Goodwill
Long-term deferred expenses
Deferred income tax assets 52,533,127.61 57,549,250.74
Other non-current assets 12,137.16 9,810,557.57
Total non-current assets 833,972,346.10 890,477,587.00
Total assets 1,339,647,873.78 1,623,377,051.66
Current liabilities:
Short-term loans 1,629,200,000.00 1,705,000,000.00
Loans from central bank
Deposits received and held for others
Call loans received
Held-for-trading financial liabilities
Notes payable 42,532,000.00
Accounts payable 193,795,670.01 285,438,535.15
Advance from customers 803,079,341.99 796,939,508.66
Financial assets sold under agreements to repurchase
Fees and commissions payable
Payroll payable 47,064,533.78 53,438,610.86
Taxes payable -30,001,780.39 -94,610,129.10
Interest payable 12,276,456.15 2,442,575.34
dividend payable 562,000.00 562,000.00
Other payables 41,329,411.60 60,502,521.10
Amount due to reinsurance
Insurance contract provision
Entrusted trading of securities
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2013 Annual Report of Wuhan Boiler Company Limited
Amount payable under security underwriting
Non-current liabilities due within 1-year
Other current liabilities
Total current liabilities: 2,697,305,633.14 2,852,245,622.01
Non-current liabilities:
Long-term loans
Bonds payable
Long-term payables
Specific payables
Provision for liabilities
Deferred income tax liabilities
Other non-current liabilities 5,051,752.88 12,640,416.40
Total non-current liabilities : 5,051,752.88 12,640,416.40
Total liabilities 2,702,357,386.02 2,864,886,038.41
Owners’ equity (or shareholders’ equity)
Paid-in capital (or share capital) 297,000,000.00 297,000,000.00
Capital reserve 174,659,407.46 174,659,407.46
Less Treasury Stock
：
Specific reserve
Surplus reserve 39,418,356.83 39,418,356.83
General risk provision
Retained earnings -1,874,568,606.42 -1,754,297,302.26
Foreign exchange difference
Total owners’ equity attributable to the Company -1,363,490,842.13 -1,243,219,537.97
Minority interests 781,329.89 1,710,551.22
Total owners’ (or shareholders’) equity -1,362,709,512.24 -1,241,508,986.75
Total liabilities & owners’ (or shareholders’) equity 1,339,647,873.78 1,623,377,051.66
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
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2013 Annual Report of Wuhan Boiler Company Limited
2. Balance sheet of the Company
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Balance as at Dec 31, 2013 Balance as at Dec. 31, 2012
Current assets:
Monetary funds 8,554,186.69 132,147,573.37
Trading financial assets
Notes receivable 15,000,000.00 16,778,857.08
Accounts receivable 220,742,468.36 229,913,768.78
Prepayment 66,353,048.93 117,776,137.51
Interest receivable
Dividend receivable
Other receivables 58,771,441.37 90,643,677.76
Inventories 134,413,065.46 143,098,165.73
Non-current assets due within 1-year
Other current assets
Total current assets 503,834,210.81 730,358,180.23
Non-current assets ：
Available-for-sale financial assets
Investment held to maturity
Long-term receivables
Long-term equity investment 24,984,500.00 24,984,500.00
Investment property
Fixed assets 705,473,067.84 741,743,716.39
Construction in progress 2,245,077.87 1,562,224.98
Engineering materials
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets 73,865,912.61 79,968,814.31
R&D expenses
Goodwill
Long-term deferred expenses
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2013 Annual Report of Wuhan Boiler Company Limited
Deferred income tax assets 52,533,127.61 57,549,250.74
Other non-current assets 12,137.16 9,810,557.57
Total non-current assets 859,113,823.09 915,619,063.99
Total assets 1,362,948,033.90 1,645,977,244.22
Current liabilities:
Short-term loans 1,629,200,000.00 1,705,000,000.00
Trading financial liabilities
Notes payable 42,532,000.00
Accounts payable 194,231,670.01 285,874,535.15
Advance from customers 803,079,341.99 796,939,508.66
Payroll payable 46,894,937.80 53,269,014.88
Taxes payable -30,001,780.39 -94,610,129.10
Interest payable 12,276,456.15 2,442,575.34
dividend payable
Other payables 79,014,270.02 97,502,473.86
Non-current liabilities due within 1-year
Other current liabilities
Total current liabilities: 2,734,694,895.58 2,888,949,978.79
Non-current liabilities:
Long-term loans
Bonds payable
Long-term payables
Specific payables
Provision for liabilities
Deferred income tax liabilities
Other non-current liabilities 5,051,752.88 12,640,416.40
Total non-current liabilities : 5,051,752.88 12,640,416.40
Total liabilities 2,739,746,648.46 2,901,590,395.19
Owners’ equity (or shareholders’ equity)
Paid-in capital (or share capital) 297,000,000.00 297,000,000.00
Capital reserve 174,854,304.12 174,854,304.12
Less Treasury Stock
：
Specific reserve
Surplus reserve 39,418,356.83 39,418,356.83
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2013 Annual Report of Wuhan Boiler Company Limited
Retained earnings
Foreign exchange difference -1,888,071,275.51 -1,766,885,811.92
Total owners’ (or shareholders’) equity
Total liabilities & owners’ (or shareholders’) equity -1,376,798,614.56 -1,255,613,150.97
Current assets: 1,362,948,033.90 1,645,977,244.22
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
3. Consolidated income statement
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Jan.-Dec. 2013 Jan.-Dec. 2012
I. Total sales 866,341,650.15 768,602,352.97
Including: Sales 866,341,650.15 768,602,352.97
Interest income
Premium income
Handling charges and commission income
II. Total cost of sales 985,775,250.37 844,573,250.97
Including: Cost of sales 825,885,096.14 711,000,824.88
Interest expenses
Service charge and commission income
Cash surrender value
Claim expenses-net
Provision for insurance contract reserves-net
Insurance policy dividend paid
Reinsurance expense
Business taxes and surcharges 2,327.80
Distribution expenses 18,062,876.92 10,133,514.15
Administrative expenses 36,353,657.57 37,329,564.50
Financial costs 94,292,314.53 95,286,825.34
Impairment loss 11,181,305.21 -9,179,805.70
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2013 Annual Report of Wuhan Boiler Company Limited
Add: gain/(loss) from change in fair value (“-” means loss) -67,448.47 2,356,173.93
Gain/(loss) from investment (“-” means loss)
Including: income from investment on associates and joint
ventures
Foreign exchange difference (“-” means loss)
III. Business profit (“-” means loss) -119,501,048.69 -73,614,724.07
Add: non-business income 3,453,922.65 2,032,117.39
Less: non-business expense 137,276.32 12,605.96
Including: loss from non-current asset disposal 126,100.98 4,605.96
IV. Total profit (“-” means loss) -116,184,402.36 -71,595,212.64
Less: income tax expense 5,016,123.13 23,333,169.80
V. Net profit (“-” means loss) -121,200,525.49 -94,928,382.44
Including: net profit achieved by the merged parties before
business mergers
Attributable to owners of the Company -120,271,304.16 -94,341,156.10
Minority interest income -929,221.33 -587,226.34
VI. Earnings per share -- --
(I) Basic earnings per share -0.4 -0.32
(II) Diluted earnings per share -0.4 -0.32
VII. Other comprehensive income
VIII. Total comprehensive income -121,200,525.49 -94,928,382.44
Attributable to owners of the Company -120,271,304.16 -94,341,156.10
Attributable to minority shareholders -929,221.33 -587,226.34
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
4. Income statement of the Company
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Jan.-Dec. 2013 Jan.-Dec. 2012
I. Total sales 866,341,650.15 768,602,352.97
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2013 Annual Report of Wuhan Boiler Company Limited
Less: cost of sales 825,885,096.14 711,000,824.88
Business taxes and surcharges 2,327.80
Distribution expenses 18,062,876.92 10,133,514.15
Administrative expenses 36,277,648.88 37,300,811.76
Financial costs 94,298,028.94 95,293,185.66
Impairment loss 11,241,631.93 -9,554,385.60
Add: gain/(loss) from change in fair value (“-” means loss) -67,448.47 2,356,173.93
Gain/(loss) from investment (“-” means loss) -14,249,787.13
Including: income from investment on associates and joint
ventures
II. Business profit (“-” means loss) -119,491,081.13 -87,467,538.88
Add: non-business income 3,453,922.65 7,911,323.95
Less: non-business expense 132,181.98 4,605.96
Including: loss from non-current asset disposal 126,100.98 4,605.96
III. Total profit (“-” means loss) -116,169,340.46 -79,560,820.89
Less: income tax expense 5,016,123.13 23,333,169.80
IV. Net profit (“-” means loss) -121,185,463.59 -102,893,990.69
V. Earnings per share -- --
(I) Basic earnings per share
(II) Diluted earnings per share
VI. Other comprehensive income
VII. Total comprehensive income -121,185,463.59 -102,893,990.69
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
5. Consolidated cash flow statement
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Jan.-Dec. 2013 Jan.-Dec. 2012
1. Cash flows from operating activities
Cash received from sales of goods or rending of services 639,989,168.02 940,865,347.60
Net increase of deposits received and held for others
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2013 Annual Report of Wuhan Boiler Company Limited
Net increase of loans from central bank
Net increase of inter-bank loans from other financial
institutions
Cash received against original insurance contracts
Cash received from reinsurance
Net increase of client deposit and investment
Net increase of disposal of held-for-trading financial assets
Cash received as interest, fees and commissions
Net increase of inter-bank fund received
Net increase of cash received under repurchasing
Tax returned 103,602,793.50 29,758,508.09
Other cash received from operating activities 5,734,768.98
Sub-total of cash inflow from operating activities 749,326,730.50 970,623,855.69
Cash paid for goods and services 494,325,967.21 681,375,346.53
Net increase of loans and advances
Net increase of deposit in central bank, banks and other
financial institutions
Cash paid for original contract claim
Cash paid for interest, fees and commissions
Cash paid for policy dividend
Cash paid to and for employees 160,389,112.31 166,253,988.19
Cash paid for all types of taxes 2,913,266.29 9,775,149.13
Other cash paid relating to operating activities 39,961,404.79 29,535,514.68
Sub-total of cash outflows from operating activities 697,589,750.60 886,939,998.53
Net cash flows from operating activities 51,736,979.90 83,683,857.16
2. Cash flows from investing activities
Cash received from retraction of investment
Cash received from investment income
Net cash received from disposal of fixed assets, intangible
486,025.07 9,401.71
assets and other long-term assets
Net cash received from disposal of subsidiaries and other
operating units
Other cash received relating to investing activities 226,407.11 162,529.26
Sub-total of cash inflows of investing activities 712,432.18 171,930.97
Cash paid for acquisition of fixed assets, intangible assets and 17,782,828.00 21,131,303.38
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2013 Annual Report of Wuhan Boiler Company Limited
other long-term assets
Cash paid for acquisition of investments
Net increase of pledge loans
Net cash paid for acquisition of subsidiaries and other
operating units
Other cash paid relating to investing activities 416,905.07
Sub-total of cash outflows of investing activities 17,782,828.00 21,548,208.45
Net cash flow from investing activities -17,070,395.82 -21,376,277.48
3. Cash flows from financing activities
Cash received from investment
Including: cash received from minority shareholders of
subsidiaries
Cash received from borrowings 1,041,000,000.00 959,000,000.00
Cash received from bonds issuing
Other cash received relating to financing activities
Sub-total of cash inflows of financing activities 1,041,000,000.00 959,000,000.00
Cash paid for repayment of borrowings 1,116,800,000.00 817,000,000.00
Cash paid for dividends, profit distribution or interest 84,975,660.00 91,036,195.50
Including: dividends or profits paid to minority shareholders
by subsidiaries
Other cash paid relating to financing activities
Sub-total of cash outflows of financing activities 1,201,775,660.00 908,036,195.50
Net cash flow from financing activities -160,775,660.00 50,963,804.50
4. Effect of foreign exchange rate changes on cash and cash
3,321,247.85 -2,588,361.86
equivalents
5. Net increase in cash and cash equivalents -122,787,828.07 110,683,022.32
Add: cash and cash equivalents at the beginning of this period 131,071,052.35 20,388,030.03
6. Cash and cash equivalents at the end of this period 8,283,224.28 131,071,052.35
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
6. Cash flows statement of the Company
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2013 Annual Report of Wuhan Boiler Company Limited
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Jan.-Dec. 2013 Jan.-Dec. 2012
1. Cash flows from operating activities
Cash received from sales of goods or rending of services 639,279,168.02 940,775,347.60
Tax returned 103,602,793.50 29,758,508.09
Other cash received from operating activities 5,734,768.98
Sub-total of cash inflow from operating activities 748,616,730.50 970,533,855.69
Cash paid for goods and services 494,325,967.21 681,375,346.53
Cash paid to and for employees 160,389,112.31 166,253,988.19
Cash paid for all types of taxes 2,913,266.29 9,775,149.13
Other cash paid relating to operating activities 39,271,316.79 29,535,514.68
Sub-total of cash outflows from operating activities 696,899,662.60 886,939,998.53
Net cash flows from operating activities 51,717,067.90 83,593,857.16
2. Cash flows from investing activities
Cash received from retraction of investment
Cash received from investment income
Net cash received from disposal of fixed assets, intangible
486,025.07 9,401.71
assets and other long-term assets
Net cash received from disposal of subsidiaries and other
operating units
Other cash received relating to investing activities 220,604.70 155,848.94
Sub-total of cash inflows of investing activities 706,629.77 165,250.65
Cash paid for acquisition of fixed assets, intangible assets and
17,782,828.00 21,131,303.38
other long-term assets
Cash paid for acquisition of investments
Net cash paid for acquisition of subsidiaries and other
operating units
Other cash paid relating to investing activities 416,585.07
Sub-total of cash outflows of investing activities 17,782,828.00 21,547,888.45
Net cash flow from investing activities -17,076,198.23 -21,382,637.80
3. Cash flows from financing activities
Cash received from investment
Cash received from borrowings 1,041,000,000.00 959,000,000.00
Other cash received relating to financing activities
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2013 Annual Report of Wuhan Boiler Company Limited
Sub-total of cash inflows of financing activities
Cash paid for repayment of borrowings 1,041,000,000.00 959,000,000.00
Cash paid for dividends, profit distribution or interest 1,116,800,000.00 817,000,000.00
Other cash paid relating to financing activities 84,975,660.00 91,036,195.50
Sub-total of cash outflows of financing activities
Net cash flow from financing activities 1,201,775,660.00 908,036,195.50
4. Effect of foreign exchange rate changes on cash and cash
-160,775,660.00 50,963,804.50
equivalents
5. Net increase in cash and cash equivalents 3,321,247.85 -2,588,361.86
Add: cash and cash equivalents at the beginning of this period -122,813,542.48 110,586,662.00
6. Cash and cash equivalents at the end of this period 129,536,056.34 18,949,394.34
1. Cash flows from operating activities 6,722,513.86 129,536,056.34
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
7. Consolidated statement of changes in owners’ equity
Prepared by Wuhan Boiler Company Limited
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2013 Annual Report of Wuhan Boiler Company Limited
Unit: RMB Yuan
Dec 31,2013
Owners’ equity attributable to the Company
Minority
Total owners’
Less: Paid-in Capit interests
Item Less: equity
Paid-in capital Treas capital Capital Paid-in capital al Less:
Capital reserve Treasur Paid-in capital
(share capital) ury (share reserve (share capital) reser Treasury
y stock (share capital)
stock capital) ve stock
I. Balance at the end of 2011 297,000,000.00 174,659,407.46 39,418,356.83 -1,754,297,302.26 1,710,551.22 -1,241,508,986.75
Plus: change in accounting
policies
Correction of errors in
previous periods
Others
II. Balance at the beginning of
297,000,000.00 174,659,407.46 39,418,356.83 -1,754,297,302.26 1,710,551.22 -1,241,508,986.75
this year
III. Increase/ decrease during
-120,271,304.16 -929,221.33 -121,200,525.49
this report period (“-”for loss)
(I) Net profit -120,271,304.16 -929,221.33 -121,200,525.49
(II) Other comprehensive
incomes
Subtotal of (I) and (II) -120,271,304.16 -929,221.33 -121,200,525.49
(III) Contributions and
decrease of capital by owners
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2013 Annual Report of Wuhan Boiler Company Limited
1. Contributions by owners
2. Amount paid by stock
and included in owners’ equity
3. Others
(IV) Profit distribution
1. Surplus reserve accrued
2. General risk provision
accrued
3. Distribution to owners
(or shareholders)
4. Others
(V) Transfer within owners'
equity
1. Capital reserve
transferred to capital (or share
capital)
2. Surplus reserve
transferred to capital (or share
capital)
3. Surplus reserve
offsetting losses
4. Others
( ) Specific reserve
Ⅵ
1. Withdrawn in this
period
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2013 Annual Report of Wuhan Boiler Company Limited
2. Used in this period
(VII) Others
IV. Balance at the end of 2012 297,000,000.00 174,659,407.46 39,418,356.83 -1,874,568,606.42 781,329.89 -1,362,709,512.24
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2013 Annual Report of Wuhan Boiler Company Limited
Unit: RMB Yuan
Dec 31,2012
Owners’ equity attributable to the Company Minority
interests Total owners’
Less: equity
Item Paid-in Less: Capit
Less: Treasury Paid-in capital
Paid-in capital capital Capital Treas Paid-in capital al
Capital reserve Treasur stock (share capital)
(share capital) (share reserve ury (share capital) reser
y stock Less: Paid-in capital
capital) stock ve
Treasury (share capital)
stock
I. Balance at the end of 2010 297,000,000.00 174,659,407.46 39,418,356.83 -1,659,956,146.16 2,297,777.56 -1,146,580,604.31
Plus: retrospective
adjustment due to business
combinations under the same
control
Plus: change in accounting
policies
Correction of errors in
previous periods
Others
II. Balance at the beginning of
297,000,000.00 174,659,407.46 39,418,356.83 -1,659,956,146.16 2,297,777.56 -1,146,580,604.31
this year
III. Increase/ decrease during
-94,341,156.10 -587,226.34 -94,928,382.44
this report period (“-”for loss)
(I) Net profit -94,341,156.10 -587,226.34 -94,928,382.44
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2013 Annual Report of Wuhan Boiler Company Limited
(II) Other comprehensive
incomes
Subtotal of (I) and (II) -94,341,156.10 -587,226.34 -94,928,382.44
(III) Contributions and
decrease of capital by owners
1. Contributions by owners
2. Amount paid by stock
and included in owners’ equity
3. Others
(IV) Profit distribution
1. Surplus reserve accrued
2. General risk provision
accrued
3. Distribution to owners
(or shareholders)
4. Others
(V) Transfer within owners'
equity
1. Capital reserve
transferred to capital (or share
capital)
2. Surplus reserve
transferred to capital (or share
capital)
3. Surplus reserve
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2013 Annual Report of Wuhan Boiler Company Limited
offsetting losses
4. Others
( ) Specific reserve
Ⅵ
1. Withdrawn in this
period
2. Used in this period
(VII) Others
IV. Balance at the end of 2011 297,000,000.00 174,659,407.46 39,418,356.83 -1,754,297,302.26 1,710,551.22 -1,241,508,986.75
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2013 Annual Report of Wuhan Boiler Company Limited
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
8. Statement of changes in owners’ equity of the Company
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Dec. 31, 2013
Total
owners’
Owner Minority
equity
Minority s’ interests
Paid-in Total owners’ equity Minority interests
interests equity Less:
Owners’ equity capital Paid-in capital (share Owners’ equity Less:
Item Less: attribut Treasury
attributable to (share capital) attributable to the Treasury stock
Treasury stock able to stock
the Company capital) Paid-in capital (share Company Less:
Less: the Less:
Paid-in capital) Treasury stock
Treasury stock Compa Treasury
capital
ny stock
(share
capital)
I. Balance at the end of 2011 297,000,000.00 174,854,304.12 39,418,356.83 -1,766,885,811.92 -1,255,613,150.97
Plus: change in accounting
policies
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2013 Annual Report of Wuhan Boiler Company Limited
Correction of errors in previous
periods
Others
II. Balance at the beginning of this
297,000,000.00 174,854,304.12 39,418,356.83 -1,766,885,811.92 -1,255,613,150.97
year
III. Increase/ decrease during this
-121,185,463.59 -121,185,463.59
report period (“-”for loss)
(I) Net profit -121,185,463.59 -121,185,463.59
(II) Other comprehensive
incomes
Subtotal of (I) and (II) -121,185,463.59 -121,185,463.59
(III) Contributions and decrease
of capital by owners
1. Contributions by owners
2. Amount paid by stock and
included in owners’ equity
3. Others
(IV) Profit distribution
1. Surplus reserve accrued
2. General risk provision
accrued
3. Distribution to owners (or
shareholders)
4. Others
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2013 Annual Report of Wuhan Boiler Company Limited
(V) Transfer within owners'
equity
1. Capital reserve transferred
to capital (or share capital)
2. Surplus reserve transferred
to capital (or share capital)
3. Surplus reserve offsetting
losses
4. Others
( ) Specific reserve
Ⅵ
1. Withdrawn in this period
2. Used in this period
(VII) Others
IV. Balance at the end of 2012 297,000,000.00 174,854,304.12 39,418,356.83 -1,888,071,275.51 -1,376,798,614.56
Unit: RMB Yuan
Dec. 31, 2012
Total Owner Minority
Minority owners’ s’ interests
Total owners’ equity Minority interests
interests equity equity Less:
Owners’ equity Paid-in capital (share Owners’ equity Less:
Item Less: Paid-in attribut Treasury
attributable to capital) attributable to the Treasury stock
Treasury stock capital able to stock
the Company Paid-in capital (share Company Less:
Less: (share the Less:
capital) Treasury stock
Treasury stock capital) Compa Treasury
Paid-in ny stock
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2013 Annual Report of Wuhan Boiler Company Limited
capital
(share
capital)
I. Balance at the end of 2010 297,000,000.00 174,854,304.12 39,418,356.83 -1,663,991,821.23 -1,152,719,160.28
Plus: change in accounting
policies
Correction of errors in previous
periods
Others
II. Balance at the beginning of this
297,000,000.00 174,854,304.12 39,418,356.83 -1,663,991,821.23 -1,152,719,160.28
year
III. Increase/ decrease during this
-102,893,990.69 -102,893,990.69
report period (“-”for loss)
(I) Net profit -102,893,990.69 -102,893,990.69
(II) Other comprehensive
incomes
Subtotal of (I) and (II) -102,893,990.69 -102,893,990.69
(III) Contributions and decrease
of capital by owners
1. Contributions by owners
2. Amount paid by stock and
included in owners’ equity
3. Others
(IV) Profit distribution
1. Surplus reserve accrued
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2013 Annual Report of Wuhan Boiler Company Limited
2. General risk provision
accrued
3. Distribution to owners (or
shareholders)
4. Others
(V) Transfer within owners'
equity
1. Capital reserve transferred
to capital (or share capital)
2. Surplus reserve transferred
to capital (or share capital)
3. Surplus reserve offsetting
losses
4. Others
( ) Specific reserve
Ⅵ
1. Withdrawn in this period
2. Used in this period
(VII) Others
IV. Balance at the end of 2011 297,000,000.00 174,854,304.12 39,418,356.83 -1,766,885,811.92 -1,255,613,150.97
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2013 Annual Report of Wuhan Boiler Company Limited
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
III. Company profile
Wuhan Boiler Co., Ltd. (the ‘Company’) was established by Wuhan Boiler (Group) Co., Ltd. (the ‘Group’) with the exclusive
operating assets of boiler manufacturing in September 1997 and listed in B share market in April 1998. When it was first established,
the total number of issued shares outstanding of the Company was 297,000,000. The ‘Group’ held 172,000,000 shares accounting for
57.91% of total issued equity, and the public shareholders (Domestically listed share in foreign currency) held 125,000,000 shares
accounting for 42.09% of total shareholding. The Company's B-shares listed in the Shenzhen Stock Exchange. The Company
obtained the corporate business license documented as Qi Gu Er Zong Fu Zi No.002591 on November 16, 1998. The Group
transferred its 51% shareholding of Wuhan Boiler Co., Ltd to Alstom (China) Investment Co., Ltd in 2007 with approval of
State-owned Assets Supervision and Administration Commission of the State Council. The share transfer procedures were completed
in August 2007. As at December 31, 2013, Alstom (China) Investment Co., Ltd., Wuhan Boiler (Group) Co., Ltd. and public
shareholders held 151,470,000 shares, 20,530,000 shares and 125,000,000 shares respectively, accounting for 51%, 6.91% and
42.09% of total shareholding respectively.
1. The register capital of the Company is 297,000,000.00.
2. No.1 LiuFangYuan Road, Donghu New Technology Development District, Wuhan, Hubei.
3. Business scope of the Company is researching, designing, developing and manufacturing and selling of types I, II, III pressure
vessels, power station boilers, special boilers, auxiliary boilers, and desulfurization equipment and so on. The Company is a big
boiler manufacturing enterprise and the main operating activities are in China. The major customer markets of the Company are
various power plants and power stations. Certain products are auxiliary equipments and pressure vessels target refineries and
chemical enterprises. The Company produces three categories products: power station boilers, special boilers and other products.
Power station boils are used in power stations. Special boilers are designed and manufactured according to customers’ profit and loss
balance combustion technology or specific requirement of fuel, which is energy saving and environment friendly. The special boilers
include alkali recovery boilers, circulating fluidized bed boilers, bagasse-fired boilers, the stand vertical-burning boilers, liquid
slag-off boilers, and waste heat boilers and so on.
4. The parent company of the Company is Alstom (China) Investment Co., Ltd. The parent company of Alstom (China)
Investment Co., Ltd.is Alstom Holdings.
5. These financial statements were authorised for issue in accordance with the resolution of the 5th
Meeting of the 6th section of Board of Director on April 25, 2014.
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2013 Annual Report of Wuhan Boiler Company Limited
IV. Main accounting policies and estimates as well as correction of previous accounting errors
1. Basic of preparation of financial statements
The financial statements have been prepared on the basic assumption of going concern and on the accrual basis of accounting. The
events and other transactions actually occurred, recorded and measured in accordance with the Chinese Accounting Standards (2006),
Framework and other accounting standards.
2. Declaration of following the accounting standard
The financial statements prepared by the Company truly and completely reflect the financial position, operation
result, change in equity and cash flow of the Company.
3. Fiscal year
The accounting period of the Group is from January 1 to December 31 of the Gregorian calendar.
4. Reporting currency
Renminbi (RMB) is used as the reporting currency.
5. Accounting method of business combination under the same control and not under the same control
(1) Business combination under the same control
The Company adopts equity method for business combination under same control. The assets and liabilities that the combining party
obtained in a business combination shall be measured on their carrying amount in the combined party’s book on the combining date.
The difference between the carrying amount of net assets acquired by the combining party and the carrying amount of the
consideration paid by it (or the total par value of the shares issued) shall be adjusted to capital surplus. If the capital surplus is not
sufficient for adjustment, retained earnings are adjusted respectively. The business combination costs that are directly attributable to
the combination, such as audit fees, valuation fees, and legal service fees and so on are recognized in profit or loss during the current
period when they occurred. The bonds issued and other liabilities assumed for a business combination or the handling fees,
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2013 Annual Report of Wuhan Boiler Company Limited
commissions and shall be recorded in the amount of initial measurement of the bonds or other debts. The handling fees, commissions
and other expenses for the issuance of equity securities for the business combination shall be credited against the surplus of equity
securities; if the surplus is not sufficient, the retained earnings shall be offset. Where a relationship between a parent company and a
subsidiary company is formed due to a business combination, the parent company shall, on the combining date, prepare consolidated
financial statements according to the accounting policy of the Company.
(2) Business combination not under the same control
The Company adopts acquisition method for business combination not under same control. The acquirer shall recognize the initial
cost of combination under the following principles:
a) When business combination is achieved through a single exchange transaction, the cost of a business combination is the
aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity securities issued by
the acquirer, in exchange for control of the acquiree;
b) For the business combination involved more than one exchange transactions, equity investment in acquiree held by acquirer
before the acquisition date shall be disclosed differently in separate and consolidated financial statements:
i.On separate financial statements, both carrying amount of equity investment in acquiree held by acquirer before the acquisition
date and the increase in the cost of equity investment on that date, shall be included in the initial investment costs; on disposal of
the equity investment, any related other comprehensive income(e.g. available-for-sale financial assets at fair value through
capital reserve), shall be transferred to investment income in the period, if equity investment in acquiree held by acquirer before
the acquisition date involves other comprehensive income.
ii.On consolidated financial statements, equity investment in acquiree held by acquirer before the acquisition date, shall be
revalued at fair value on that date, and the difference shall be included in investment income in the period; any related other
comprehensive income shall be transferred to investment income in the period on the acquisition date, if equity investment in
acquiree held by acquirer before the acquisition date involves other comprehensive income. Moreover, the acquirer shall
disclose the fair value of this equity investment on the acquisition date and related profit or loss recognized from the revaluation
in the notes.
c) The business combination costs that are directly attributable to the combination, such as audit fees, valuation fees, legal service
fees and other administration cost should be recognized in profit or loss during the current period when they occurred; commissions
and other expenses for the issuance of equity or debt securities for the business combination, shall be recognized as the initial
recognition amounts of equity or debt securities
d) Where a business combination contract or agreement provides for a future event which may adjust the cost of combination, the
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2013 Annual Report of Wuhan Boiler Company Limited
Company shall include the amount of the adjustment in the cost of the combination at the acquisition date if the future event leading
to the adjustment is probable and the amount of the adjustment can be measured reliably.
The acquirer shall, on the acquisition date, measure the assets given and liabilities incurred or assumed by an enterprise for a business
combination in light of their fair value, and shall record the balances between them and their carrying amounts into the profits and
losses at the current period.
The acquirer shall distribute the combination costs on the acquisition date, and shall recognize all identifiable assets, liabilities and
contingent liabilities it obtains from the acquiree. (1) the acquirer shall recognize the difference that the combination costs are over
the fair value of the identifiable net assets obtained from acquiree as goodwill; (2) if the combination costs are less than the fair value
of the identifiable net assets obtained from acquiree, the acquirer shall reexamine the measurement of the fair values of the
identifiable assets, liabilities and contingent liabilities obtained from the acquiree as well as the combination costs; and then after the
reexamination, the result is still the same, the difference shall be recorded in the profit and loss of the current period.
Where a relationship between a parent company and a subsidiary company is formed due to a business combination, the parent
company shall prepare accounting books for future reference, which shall record the fair value of the identifiable assets, liabilities
and contingent liabilities obtained from the subsidiary company on the acquisition date. When preparing consolidated financial
statements, it shall adjust the financial statements of the subsidiary company on the basis of the fair values of the identifiable assets,
liabilities and contingent liabilities determined on the acquisition date according to the Company’s accounting policy of
‘Consolidated financial statement’.
6. Basis of consolidation
(1) Scope of consolidation
The scope of consolidated financial statements includes all subsidiaries of the parent.
When the parent owns, directly or indirectly through subsidiaries, more than half of the voting rights of Investee Company, the
investee company is regarded as a subsidiary and included in the consolidated financial statements. If the parent owns half or less of
the voting rights of an entity when there is any following condition incurred, the investee company is regarded as a subsidiary and
included in the consolidated financial statements.
A. power over more than half of the voting rights by virtue of an agreement with other investors;
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2013 Annual Report of Wuhan Boiler Company Limited
B. power to govern the financial and operating policies of the entity under a statute or an agreement;
C. power to appoint or remove the majority of the members of the board of directors or equivalent governing body;
D. Power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control of the entity
is by that board or body.
If there are evidences suggesting that no control of investee company exists, the investee company cannot be included in the
consolidated financial statements.
(2) Principle of consolidation
The consolidated financial statements are based on the financial statements of subsidiaries which are included in the consolidation
scope and prepared after adjustment of long-term equity investment under equity method and elimination effect of intragroup
transaction.
(3) Minority interests
The portion of the equity of the subsidiaries that are not owned by the parent is presented as minority interest in the consolidated
balance sheet.
The portion of the profit or loss of the subsidiaries that are not owned by the parent is presented as minority interest in the
consolidated income statement.
(4) Excess losses
In the consolidated financial statement, when the proportion of minority’s obligation for the current subsidiaries’ losses exceeds the
equity hold by theses minority shareholder, the excess amount should still offset minority’s interest.
(5) Increase or decrease of the subsidiaries
For any subsidiary acquired by the Company through business combination under the same control, when the consolidated balance
sheet for the current period is being prepared, the beginning balances in the consolidated balance sheet are made corresponding
modification. For addition business combination not under same control during the reporting period, the Company makes no
adjustment for the beginning balances in the consolidated balance sheet. When disposing subsidiary during the reporting period, the
Company makes no adjustment for the beginning balances in the consolidated balance sheet.
For any subsidiary acquired by the Company through business combination under the same control, when the consolidated income
statement for the current period is being prepared, sales, expense and profit for the period from the beginning of the consolidated
period to the year end of the reporting period are included in the consolidated income statement, and cash flows for the period from
the beginning of the consolidated period to the year end of the reporting period are included in the consolidated cash-flow statement.
For addition business combination not under same control during the reporting period, revenue, expense and profit for the period
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2013 Annual Report of Wuhan Boiler Company Limited
from acquisition date to the year end of the reporting period is included in the consolidated income statement, and cash flows for the
period from acquisition date to the year end of the reporting period are included in the consolidated cash-flow statement. When
disposing subsidiary during the reporting period, sales, expense and profit for the period from the beginning to the disposal date are
included in the consolidated income statement, and cash flows for the period from the beginning to the disposal date are included in
the consolidated cash-flow statement.
When losing the control right of the original subsidiary owing to the disposing of party equity investment or other reasons, for the
remaining equity investment after the disposing, should be re-measured according to the fair value of the date of losing the control
right. The difference of the sum between the consideration of disposing the equity and the fair value of the remaining equity that
minus the balance between the shares of net assets that gained from the original subsidiaries by continuously calculation according
the original shareholding ratio since the purchasing date should be accrued into the current investment benefits of losing the control
right. The other comprehensive benefits related to the equity investment of the original subsidiaries should be transferred into the
current investment benefits when losing the control right.
The difference between the newly gained long-term equity investment owning to the purchasing of the minority equities and the net
identifiable assets gained from the subsidiaries according to the newly increased shareholding ratio, and the difference between the
dispose of remuneration which gained from the partly depose of the equity investment of the subsidiaries under the situation of not
losing the control right and the corresponding shares of net assets from the subsidiaries when disposing the long-term equity
investment, should both be adjusted to the share premium of the capital surplus of the consolidate balance sheet. If the share premium
of the capital surplus is not sufficient for adjustment, retained earning is adjusted respectively.
7. Cash and cash equivalent
Cash equivalent is defined as the short-term (normally matured within three months after purchased date), highly-liquid investment
which is easily transferred into cash and has low risk of change of value.
8. Foreign currency translations
Any transaction is converted into the reporting currency according to the approximate exchange rate of the spot rate on the
occurrence date of the transaction.
(1) Foreign currency exchange difference
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On balance sheet date, the Company accounts for monetary and non-monetary items denominated in foreign currencies as follows: a)
monetary items denominated in foreign currencies are translated at the foreign exchange rates ruling at the balance sheet date.
Foreign exchange gains and losses arising from the difference between the balance sheet date exchange rate and the exchange rate
ruling at the time of initial recognition or the exchange rate ruling at the last balance sheet date are recognized in income statement; b)
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the current exchange rates
ruling at the transaction dates. Non-monetary items denominated in foreign currencies that are stated at fair value are translated using
the current exchange rates ruling at the dates the fair value was determined, the difference between the amount of functional currency
after translation and the original amount of functional currency is treated as part of change in fair value (including change in
exchange rate) and recognized in income statement. During the capitalization period, exchange differences arising from foreign
currency borrowings are capitalized as part of the cost of the capitalized assets.
(2) Translations of financial statements in foreign currencies
The Company translates the financial statements of its foreign operation in accordance with the following provisions: a) the asset and
liability items in the balance sheets shall be translated at a spot exchange rate ruling at the balance sheet date. Among the owner's
equity items, except the ones as ‘retained earnings’, others shall be translated at the spot exchange rate ruling at the time when they
occurred; b) The income and expense items in the income statements shall be translated with approximate exchange rate of the spot
rate on the transaction occurring date. The foreign exchange difference arisen from the translation of foreign currency financial
statements shall be presented separately under the owner's equity in the balance sheet. The translation of comparative financial
statements shall be subject to the aforesaid provisions.
9. Recognition and measurement of financial instrument
The Company recognizes a financial asset or financial liability on its balance sheet when, and only when, the Company becomes a
contractual party of the financial instrument
(1) Classification and measurement of financial assets
① The Company classifies the financial assets into the following four categories: a) financial assets at fair value through profit or
loss; b) held-to-maturity investments; c) loans and receivables; and d) available-for-sale financial assets.
② The financial assets are initially recognized at fair value. Gains or losses arising from a change in the fair value of a financial
asset at fair value through profit or loss is recognized in profit or loss when it incurs and relevant transaction costs are recognized as
expense when it incurs. For other financial assets, the transaction costs are recognized as costs of the financial assets.
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③ Measurement of financial assets
A. A financial asset at fair value through profit or loss includes financial assets held for trading and financial assets designated by the
Company as at fair value through profit or loss. The Company subsequently measures the financial asset at fair value through profit
or loss at fair value and recognizes the gain or loss arising from a change in the fair value of a financial asset at fair value through
profit or loss as profit or loss in the current period.
B. Held-to-maturity investments are measured at amortized cost using the effective interest method. A gain or loss is recognized in
profit or loss during the current period when the financial asset is derecognized or impaired and through the amortization process.
C. Loans and receivables are measured at amortized cost using the effective interest method. A gain or loss is recognized in profit or
loss during the current period when the financial asset is derecognized or impaired and through the amortization process.
D. Available-for-sale financial assets are measured at fair value and the gain or loss arising from a change in the fair value of
available-for-sale financial assets is recognized as capital reserve which is transferred into profit or loss when it is impaired or
derecognized. Interests or cash dividends during the holding period are recognized in profit or loss for the current period.
④ Impairment of financial assets
A. The Company assesses the carrying amount of the financial assets except the financial asset at fair value through profit or loss
at each balance sheet date, if there is any objective evidence that a financial asset or group of financial assets is impaired, the
Company shall recognize impairment loss.
B. The objective evidences that the Company uses to determine the impairment are as follows:
a significant financial difficulty of the issuer or obligor;
）
b） a breach of contract, such as a default or delinquency in interest or principal payments;
c the lender, for economic or legal reasons relating to the borrower's financial difficulty, grants to the borrower a concession that the
）
lender would not otherwise consider;
d
） it becomes probable that the borrower will enter bankruptcy or other financial re-organization;
e the disappearance of an active market for that financial asset because of financial difficulties;
）
f observable data indicates that there is a measurable decrease in the estimated future cash flows from a group of financial assets
）
since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the
group, including: (i) Adverse changes in the payment status of borrowers in the group or (ii) an increase in the unemployment rate in
the geographical area of the borrowers, a decrease in property prices for mortgages in the relevant area, or adverse changes in
industry conditions that affect the borrowers.
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g significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in
）
which the borrower operates, and indicates that the cost of the investment in the equity instrument may not be recovered;
h ） a significant or non-temporary decrease in fair value of equity investment instruments;
i other objective evidences show the impairment of the financial assets.
）
C. Measurement of impairment loss of financial assets
a Held-to-maturity investments, loans and receivables
）
If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments carried at amortised
cost has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value
of estimated future cash flows. The amount of the loss is recognised in profit or loss of the current period.
The Company assesses whether objective evidence of impairment exists individually for financial assets that are individually
significant, and individually or collectively for financial assets that are not individually significant. If the Company determines that
no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the
asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that
are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a
collective assessment of impairment.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised, the previously recognised impairment loss of financial asset measured at amortized
cost is reversed. The amount of the reversal is recognised in profit or loss of the current period.
b ） Available-for-sale financial assets
When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity, the cumulative loss
that has been recognized directly in equity is removed from equity and recognised in profit or loss even though the financial asset has
not been derecognised.
If there is an objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair
value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of
such an unquoted equity instrument, the amount of the impairment loss is measured as the difference between the carrying amount of
the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar
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financial asset. Such impairment losses are recognised in the profit or loss of the current period.
If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be
objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed,
with the amount of the reversal recognised in profit or loss of the current period.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale is not reversed
through profit or loss. For impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value
because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an
unquoted equity instrument, the impairment loss is not reversed through profit or loss.
(2) Classification and measurement of financial liabilities
① The Company's financial liabilities are classified as financial liabilities at fair value through profit or loss, and other financial
liabilities.
② Financial liabilities are initially measured at fair value. For the financial liability at fair value through profit or loss at its fair value,
relevant transaction costs are recognised as expense when it incurred. For the other financial liabilities, relevant transaction costs are
recongnised as costs.
③ Subsequent measurement of financial liabilities
A. Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial assets designated
by the Company as at fair value through profit or loss. The Company recognises a financial liability at fair value through profit or
loss at its fair value. A gain or loss of change in fair value is recognised in the profit or loss of the current period.
B. Other financial liabilities are measured by amortised cost using effective interest rate.
(3) Recognition of fair value of financial instrument
If there is an active market for the financial instrument, the fair value is quoted prices in the active market.
If the market for a financial instrument is not active, the Company establishes fair value by using a valuation technique.
(5) Recognition and measurement of financial assets transfer
The Company derecognises financial assets when the Company transfers substantially all the risks and rewards of ownership of the
financial assets. On derecognition of a financial asset in its entirety, the difference between the follows is recognised in profit or loss
of the current period.
① the carrying amount of transferring financial assets;
② the sum of the consideration received and any cumulative gain or loss that had been recognised directly in equity (including
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financial assets transferred to available for sale category).
If the transferred asset is part of a larger financial asset and the part transferred qualifies for derecognition in its entirety, the previous
carrying amount of the larger financial asset is allocated between the part that continues to be recognised and the part that is
derecognised, based on the relative fair values of those parts on the date of the transfer. The difference between the follows is
recognised in profit or loss of the current period.
① the carrying amount allocated to the part derecognised;
② the sum of the consideration received for the part derecognised and any cumulative gain or loss allocated to it that had been
recognised directly in equity (including financial assets transferred to available for sale category).
A cumulative gain or loss that had been recognised in equity is allocated between the part that continues to be recognised and the part
that is derecognised, based on the relative fair values of those parts.
If a transfer does not qualify for derecognition, the Company continues to recognise the transferred asset in its entirety and shall
recognize a financial liability for the consideration received.
When the Company continues to recognise a financial asset to the extent of its continuing involvement, the Company also recognises
an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations
that the Company has retained.
10. Recognition and measurement of bad debt provision for accounts receivables
(1) Recognition and measurement of bad debt provision for the individually significant receivables
Judgement basis or monetary standards of provision Top 5 account receivables at year end.
for bad debts of the individually significant
receivables
Method of provision for bad debts of the The impairment test is carried on individually for each individually significant
individually significant receivables receivable.
A. If there are substantive evidences indicating that a receivable has been
impaired, a provision for bad debts should be made.
B. If a receivable is found not to be individually impaired, it should be
included in a group of similar credit risk characteristics receivables and a
collective assessment of impairment should be made.
(2) Recognition and measurement of bad debt provision for groups of receivables
Recognition of groups of receivables
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Names of group Basis of recognition
Besides the receivables which are individually impaired, the Company determines measurement
of bad debt provision for groups of receivables on the basis of analyzing actual situation, and
Group A
assessing the same or similar actual impairment rate of groups of receivables with similar credit
risk characteristics, which classified by aging in previous periods.
Receivables with confirmed letter credit or guarantee from the bank and provision for sales tax
Group B
which is to be paid as stipulated in contract are not classified as provision for bad debts.
Measurement of bad debt provision for groups of receivables
Names of group Measurement
Group A Aging analysis method
Group B No bad debt provision
The aging analysis method for groups of receivables
Proportion of Accounts Proportion of Other
Aging of receivables
receivables (%) receivables (%)
Within 1 year (including 1 year) 3 3
1-2 years(including 2 years) 3 3
2-3 years(including 3 years) 6 6
3-4 years(including 4 years) 20 20
4-5 years(including 5 years) 20 20
Over 5 years 100 100
(3) Receivables which are not significant, but still need individually recognition of bad debt provision.
Reason If there are substantive evidences shown there is a special impairment of insignificant receivables, then they
need individually impairment tests.
Method Measurement of the percentage of bad debts provision is based on current situation.
11. Inventory
(1) Inventories are asset items held for sale in the ordinary course of business or goods that will be used or consumed in the
production of goods to be sold. They are divided into the following categories: Raw materials, finished goods in stock, assets for
construction contract in progress and so on.
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(2) Recognition of inventory The Company recognizes inventories when the following conditions are satisfied:
：
① It is probable that future economic benefits associated with the inventories will flow to the Company entity;
② The cost of the inventories can be measured reliably.
(3) The method of measuring inventories: Raw materials and circulating materials are measured at actual cost method. The moving
weighted average method shall be used when sending out these materials. Finished goods and work-in-progress are measured at
actual cost which is allocated according to the job reference.
(4) Amortisation method of low-value consumption goods and packages: Low-value consumption goods and packages are fully
amortised when they are used.
(5) Inventories shall be measured at the lower of cost and net realisable value at the balance sheet date. Where the net realizable value
is lower than the cost, the difference shall be recognized as provision for impairment of inventories and charged to profit or loss.
① Estimation of net realizable value
Estimates of net realisable value are based on the most reliable evidence available. These estimates take into consideration the
purpose for which the inventory is held and the influence the events after balance sheet date.
Materials and other supplies held for use in the production are measured at cost if the net realizable value of the finished goods in
which they will be incorporated is higher than their cost. However, when a decline in the price of materials indicates that the cost of
the finished products will exceed their net realisable value, the materials are measured at net realisable value.
The net realisable value of inventories held to satisfy sales or service contracts is generally based on the contract price.
If the quantity specified in sales contracts is less than the inventory quantities held by the Company, the net realisable value of the
excess shall be based on general selling prices.
② The Company generally provides provision for impairment of inventory individually. For large quantity and low value items of
inventories, cost and net realisable value are determined based on categories of inventories.
Where certain items of inventory have similar purposes or end uses and relate to the same product line produced and marketed in the
same geographical area, and therefore cannot be practicably evaluated separately from other items in that product line, costs and net
realisable values of those items may be determined on an aggregate basis.
(6)The Company adopts perpetual inventory system for its inventory taking.
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12. Measurement of construction contracts
Construction contracts are measured at the actual cost, including the direct and indirect costs incurred and attributable to a contract
for the period from the date the contract is signed to the final completion of the contract. The construction contract in progress should
be presented in the balance sheet at the net amount of payment amount after deducting the sum of the accumulated costs occurred and
the accumulated margin profit (loss) recognized. The excess of the sum of the accumulated costs occurred and the accumulated
margin profit (loss) recognized over the payment amount should be presented as inventory. The excess of the payment amount over
the sum of the accumulated costs occurred and the accumulated margin profit (loss) should be presented as advanced from customers.
Costs such as travelling expenses and tender charges incurred relating to the signing of the contract should be included as contract
costs when the contract is acquired, where the costs could be recognized individually and measured reliably and the contract is
probably signed; otherwise it should be charged into the profit and loss for the period.
13. Long-term equity investment
(1) Initial measurement
The Company initially measures long-term equity investments under two circumstances:
① For long-term equity investment arising from business combination, the initial cost is recognized under the following principles.
A. If the business combination is under the same control and the acquirer obtains long-term equity investment in the consideration of
cash, non-monetary asset exchange or bearing acquiree’s liabilities, the initial cost is the carrying amount of the proportion of the
acquiree’s owner’s equity at the acquisition date. The difference between cash paid, the carrying amount of the non-monetary asset
exchanged and the acquiree’s liabilities beard and the initial cost of the long-term equity investment should be adjusted to capital
surplus. If the capital surplus is not sufficient for adjustment, retained earnings is adjusted respectively. The business combination
costs that are directly attributable to the combination, such as audit fees, valuation fees, and legal service fees and so on are
recognized in profit or loss during the current period when they occurred.
If the acquirer issues equity securities as consideration, the initial cost is the carrying amount of the proportion of the acquiree’s
owner’s equity at the acquisition date. Share capital equals to the par value of the shares issued. The difference between initial cost of
the long-term equity investment and the par value of shares issued is adjusted to capital surplus. If the capital surplus is not sufficient
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for adjustment, retained earnings is adjusted respectively. The costs of issuing equity securities occurred in business combination
such as charges of security issuing and commissions are deducted from the premium of equity securities. If the premium is not
sufficient for deduction, retained earnings is adjusted respectively.
B. If the business combination is not under the same control, the acquirer recognizes the initial cost of combination under the
following principles.
a) When business combination is achieved through a single exchange transaction, the cost of a business combination is the aggregate
of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity securities issued by the acquirer,
in exchange for control of the acquiree;
b) For the business combination involved more than one exchange transaction, the cost of the combination is the aggregate cost of the
individual transactions;
c) The business combination costs that are directly attributable to the combination, such as audit fees, valuation fees, legal service
fees and so on are recognized in profit or loss during the current period when they occurred; commissions and other expenses for the
issuance of equity or debt securities for the business combination, shall be recognized as the initial recognition amounts of equity or
debt securities.
d) Where a business combination contract or agreement provides for a future event which may adjust the cost of combination, the
Company shall include the amount of the adjustment in the cost of the combination at the acquisition date if the future event leading
to the adjustment is probable and the amount of the adjustment can be measured reliably.
② For long-term equity investment obtained in any method other than business combination, the initial cost is recognized under the
following principles.
A. If the long-term equity investment is acquired in cash consideration, the initial cost is the actual payment which includes direct
expenses paid to acquire the long-term equity investment, taxes and other necessary expense.
B. If the long-term equity investment is acquired by issuing equity securities, the initial cost is the fair value of the equity
securities issued. However, cash dividends or profits that are declared but unpaid shall not be included in the initial cost. Direct costs
attributed to issue equity securities such as handling charges and commissions paid to securities underwriting agencies are deducted
from premium of equity securities. If the premium is not sufficient for deduction, reserved fund and retained earnings is adjusted
respectively.
C. For the long-term equity investment invested by investors, the initial cost is the agreed value prescribed in the investment
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contract or agreement unless the agreed value is not fair.
D. For the long-term equity investment acquired through non-monetary asset exchange, the initial cost is recognized according to
‘Accounting Standards for Business Enterprises No. 7-Non-monetary transactions’.
E. For the long-term equity investment acquired through debt restructuring, the initial cost is recognized according to ‘Accounting
Standards for Business Enterprises No. 12-Debt restructuring’.
③ If there are cash dividends or profits that are declared but unpaid included in the consideration paid, the cash dividends or profits
declared but unpaid shall be recognized as receivables separately rather than as part of initial cost of long-term equity instruments no
matter through which method the long-term equity investment is acquired.
(2) Subsequent measurement
The Company adopts either cost method or equity method for the long-term equity investment according to the extent of influence,
existence of active market and availability of fair value. The equity method is used when the Company has joint control or significant
influence over the investee enterprise. The cost method is used when the Company has control or does not have joint control or
significant influence over the investee enterprise and there is no quoted price in active market or there is no reliable fair value.
① For the long-term equity investment under cost method, and except from cash dividends or profits distributed are declared but
unpaid included in the consideration paid, the other declared cash dividends or profits are normally recognized as investment income
for the current period when it incurred. The net profits are no longer divided into the pre-investment profits and after-investment
profits.
The Company recognizes the cash dividends receivable or profits according to above regulations, and the impairment test should be
considered. To indicate the evidence of impairments, whether the carrying amount of the long-term equity investments is greater than
the book value of net assets that have been acquired (including the related goodwill) or other similar situations should be considered.
When these situations occur, the impairment test of long-term equity investments should be performed according to ‘ Chinese
Accounting Standard No.8 - Impairment of assets , Where the carrying amount of long-term equity investment exceeds the
’
recoverable amount, the difference shall be recognized as impairment loss, and a provision for impairment loss should be made.
② For long-term equity investment under equity method, the Company adjusts carrying amount of the long-term equity
investment and recognises investment income according to the proportion of net profit or loss after acquisition. The Company
reduces carrying amount of the long-term investment according to declared cash dividend or profit distribution.
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For long-term equity investment under equity method, the Company recognises net losses incurred by the investee enterprise to the
extent that the carrying amount and the substantial net investment of the long-term equity investment is reduced to zero except there
is further obligation of the excess losses. If the investee enterprise realises net profits in subsequent periods, the Company increases
the carrying amount of the investment above zero at the amount at which its share of profits exceed its share of previously
unrecognized losses.
③ The Company adopts the accounting policy of recognition and measurement of financial instrument for the impairment of
long-term equity investment which is measured under cost method and there is no quoted price in active market or there is no reliable
fair value. Impairment of long-term equity investments other than above refers to accounting policy ‘Impairment of assets’ of the
Company.
④ On disposal of an equity investment, the difference between the carrying amount of the investment and the sale proceeds
actually received is recognised as an investment gain or loss for the current period. When the equity method is adopted, change in
equity of the investee other than profit or loss is recorded in equity. On disposal of the equity investment, amount of change which is
recorded in equity previously is transferred to profit or loss for the current period regarding to the proportion of disposal.
）（ 3 Recognition of jointly control and significant influence:
If the investment satisfies the following conditions, the company has jointly controls over the investee: (1) None of the joint venture
can control the joint business activities individually; (2) Any decision of the joint venture business must be approved by all parts of
the joint venture. (3) One part of the joint venture can be offered to manage daily business activities by using contract or agreement.
However, the right is restricted by financial and management policies allowed by all parties of the joint venture.
If the investment satisfies the following conditions, the company has significant influence over the investee: (1) there is commissary
in the directorate or similar right organization of investee. (2) Participate decision-making process, including the process of dividend
distribution. (3) There is significant transaction between investor and investee. (4) Appoint manager to investee. (5) Supply key
technology materials to investee. Investor holds more than 20% but less than 50% shares of investee directly or indirectly.
(4) Impairment test and method of provision for impairment loss
The Company adopts the same manner of financial instrument for the impairment of long-term equity investment which is measured
under cost method and there is no quoted price in active market or there is no reliable fair value. Impairment of long-term equity
investments other than above refers to accounting policy ‘ Impairment of assets
’ of the Company.
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14. Recognition and measurement of fixed assets
Fixed assets are tangible assets that: 1) are held for use in the production or supply of goods or services, for rental to others, or for
administrative purposes; and 2) have useful life more than one year.
(1) A fixed asset shall be initially recognized at cost when the following conditions are satisfied:
① It is probable that future economic benefits associated with the assets will flow to the Company;
② The cost of the assets can be measured reliably.
(2) Depreciation
Subsequent expenditure relating to a fixed asset shall be added to the carrying amount of the asset when the expenditure qualifies for
capitalization. Subsequent expenditure that does not qualify for capitalization shall be recognized as an expense for the current
period.
The depreciation method adopted by the Company is straight-line method.
The estimated useful lives, residual value and annual depreciation rate of fixed assets are shown as follows:
The categories Estimated Useful Lives (years) Residual value (%) Annual Depreciation Rate (%)
Property and buildings 40 0 2.50
Machineries 7-20 0 14.29-5.00
Vehicles 6 0 16.67
Electronic equipment 3-18 0 33.33-5.56
The Company reviews the useful life, estimated residual value and depreciation method of a fixed asset at the end of each financial
year. If expectations are significantly different from previous estimates, the useful life shall be revised accordingly. If expectations
are significantly different from previous estimates, the estimated residual value also shall be revised accordingly. If there has been a
significant change in the expected realization pattern of economic benefits from those assets, the depreciation method shall be
changed accordingly. The changes in useful life, estimated residual value and depreciation method shall be treated as change in
accounting estimates.
(3) Fixed assets acquired under finance lease
The Company identifies a lease of asset as finance lease when substantially all the risks and rewards incidental to legal ownership of
the asset are transferred.
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A fixed asset acquired under finance lease shall be valued at the lower of the fair value of the leased asset and the present value of the
minimum lease payments at the inception of lease.
The depreciation method of fixed assets acquired under finance lease is consistent with that for depreciable assets owned by the
Company. If the Company can reasonably confirm that it will obtain the ownership of leased asset at the end of lease term, the leased
asset shall be depreciated during the useful life of the leased asset. If the Company cannot reasonably confirm that it will obtain the
ownership of leased asset at the end of lease term, the leased asset shall be depreciated during shorter of the useful life of the leased
asset and the lease term.
(4) Impairment of fixed asset refers to the accounting policy ‘Impairment of assets’ of the Company.
15. Construction in progress
(1) Construction in progress of the Company includes constructing property, building installation, equipments installation, prepaid
expenses, as well as individual projects.
(2) Construction in progress is recorded at actual costs incurred. It also includes borrowing costs eligible for capitalization and gain
or loss of exchange difference.
(3) The Company transfers construction in progress to fixed assets when the project is completed or the project is available for use.
For the construction in progress which is capable of operating in the manner intended by management without the final account for
completed project, an estimated value is recognised as its cost and the depreciation amount is based on the estimated value. When the
final account for completed project is obtained, cost of the asset should be adjusted to the actual cost. However, there is no need to
adjust depreciation of the asset in prior period.
(4) Impairment of construction in progress refers to the accounting policy ‘ Impairment of assets
’ of the Company.
16. Recognition and measurement of borrowing cost
(1) The principles for capitalization of borrowing costs and capitalization period
The costs of borrowings directly attributable to acquisition or construction of qualifying assets should be capitalized as part of the
cost of the assets. Capitalisation of borrowing costs starts when
① The capital expenditures have incurred;
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② The borrowing costs have incurred;
③ The acquisition and construction activities that are necessary to bring the asset to its expected usable condition have commenced.
Other borrowing costs that do not qualify for capitalization should be expensed off during current period.
Capitalization of borrowing costs should be suspended during periods in which the acquisition or construction is interrupted
abnormally, and the interruption period is three months or longer. These borrowing costs should be recognized directly in profit or
loss during the current period. However, capitalization of borrowing costs during the suspended periods should continue when the
interruption is a necessary part of the process of bringing the asset to working condition for its intended use.
Capitalization of borrowing costs ceases when the qualifying asset being acquired or constructed is substantially ready for its
intended use. Subsequent borrowing costs should be expensed off during the period in which they are incurred.
(2) Calculation of capitalization for borrowing costs
To the extent that funds are borrowed specifically for the purpose of acquiring or constructing a qualifying asset, the amount of
borrowing costs eligible for capitalization on that asset is determined as the actual borrowing costs incurred on that borrowing during
the period less any investment income on the temporary investment of the borrowing.
To the extent that funds are borrowed generally and used for the purpose of acquiring or constructing a qualifying asset, the amount
of borrowing costs eligible for capitalization shall be determined by applying a capitalization rate to the weighted average of excess
of accumulated expenditures on qualifying asset over that on specific purpose borrowing. The capitalization rate is the weighted
average of the borrowing costs applicable to the borrowings of the Company that are outstanding during the period, other than
borrowings made specifically for the purpose of acquiring or constructing a qualifying asset.
17. Recognition and measurement of intangible assets
Intangible assets are identifiable non-monetary asset that are owned or controlled by the Company and are without physical
substance.
(1) Recognition of intangible assets
The Company recognizes an intangible asset when that intangible asset fulfills both of the following conditions:
① It is probable that the economic benefits associated with that asset will flow to the Company and,
② The cost of that asset can be measured reliably.
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Expenditures incurred during the research phase of an internal project shall be recognized as expenses in the period in which they are
incurred. Expenditures incurred during the development phase of an internal project shall be recognized as an intangible asset if, and
only if, the Company can demonstrate all of the following:
① The technical feasibility of completing the intangible asset so that it will be available for use or sale;
② Its intention to complete the intangible asset and use or sell it;
③ The method that the intangible asset will generate probable future economic benefits. Among other things, the Company can
demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally,
the usefulness of the intangible asset;
④ The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset;
⑤ Its ability to measure reliably the expenditure attributable to the intangible asset during its development.
(2) Measurement of intangible assets
① An intangible asset is measured initially at its cost.
② Subsequent measurement of intangible assets
A. For an intangible asset with finite useful life, the Company estimates its useful life at the time of acquisition and amortizes it
during its useful life in a reasonable and systematic way. The amount of amortization is allocated to relevant costs and expenses
according to the nature of beneficial items. The Company does not amortize intangible asset with infinite useful life.
B. Impairment of intangible assets refers to the accounting policy ‘ Impairment of assets
’ of the Company.
18. Accrued costs
For the completed projects, the Company accrues the warranty costs at 0.5% of the actual total revenue and equally distributes it over
the first-12 warranty months. If the contractual warranty period is longer than 12 months, for the exceeding period, the Company
accrues the additional warranty costs at 0.25% of the actual total revenue and equally distributes it over each 12 warranty months.
These accrued costs are accounted for as Cost of Sales in the current financial year.
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19. Recognition and measurement of contingent liabilities
(1) Recognition of contingent liabilities
The company should recognize the related obligation as a provision for liability when the obligation meets the following conditions:
① That obligation is a present obligation of the enterprise;
② It is probable that an outflow of economic benefits from the enterprise will be required to settle the obligation;
③ A reliable estimate can be made of the amount of the obligation.
(2) Measurement of contingent liabilities
To fulfill the present obligations, which initially measured by the best estimate of the expenditure required to settle the liability.
Where there is a continuous range of possible amounts of the expenditure required to settle the liability, as all kinds of possibilities
are at same level, the best estimate should be determined according to the average of the lower and upper limit of the range. In other
cases, the best estimate should be determined in accordance with the following methods:
① Where the contingency involves a single item, the best estimate involves a single item, the best estimate should be determined
according to the most likely outcome;
② Where the contingency involves several items, the best estimate should be determined by weighting all possible outcomes by their
associated probabilities of occurrence.
To determine the best estimate, it should be considered with factors such as: related contingency risks, uncertain matters and time
value of currency. If time value of currency has a significant impact, the best estimate should be measured at its converted present
value through the relevant future cash outflows.
Where some or all of the expenditures are expected to be reimbursed by a third party, the reimbursement should be separately
recognized as an asset only when it is virtually received. The amount of the reimbursement should not exceed the carrying amount of
the liability recognized.
At balance sheet date, the Company should review book value of provision for liabilities. If there is strong evidence that the book
value does not truly indicate the current best estimate, it should be adjusted in accordance with the current best estimate.
20. Revenue
(1) Construction contract revenue
a) When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs associated with the
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construction contract is recognised as revenue and expenses respectively by reference to the stage of completion of the contract
activity at the balance sheet date. The stage of contract completion is recognized by reference to the ratio of the accumulative actual
contract cost to totally estimated contract cost. The outcome of a construction contract can be estimated reliably when all the
following conditions are satisfied: 1 ） when the outcome of a construction contract can be estimated reliably, total contract revenue
can be measured reliably; 2 It is probable that the economic benefits associated with the contract will flow to the entity; 3 Both the
） ）
contract costs to complete the contract and the stage of contract completion at the balance sheet date can be measured reliably; and 4 ）
The actual contract costs attributable to the contract can be clearly identified and reliably measured.
b) When the outcome of a construction contract cannot be estimated reliably and contract costs are expected to be recoverable,
revenue is recognised only to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are
recognised as an expense in the period in which they are incurred. Contract costs that are not probable of being recovered are
recognised as an expense immediately and no revenue is recognised.
c) If the accumulative estimated contract costs exceed the contract revenue, an estimated loss should be recognized in the current
financial period.
(2) Sale of goods
The Company recognises revenue from sale of goods when all the following conditions have been satisfied:
a) The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
b) The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective
control over the goods sold;
c) The relevant amount of revenue and costs can be measured reliably; and
d) The economic benefits associated with the transaction will flow to the Company
(3) Rendering of services:
① Revenue associated with the transaction is recognised by reference to the stage of completion of the transaction at the balance
sheet date. The service revenue is recognised at the balance sheet date according to the percentage of completion of the services when
(i) the total revenue and total cost can be reliably measured, (ii) the economic benefit pertaining to the service will flow to the
Company; (iii) the percentage of completion can be determined reliably.
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② When the outcome of the transaction involving the rendering of services cannot be estimated reliably at the balance sheet date,
revenue is recognised according to the following:
A. When it is probable that the Company will recover the transaction costs incurred, revenue is recognised only to the extent of the
expenses recognised that are recoverable, and the costs incurred are recognised as an expense.
B. When it is not probable that the costs incurred will be recovered, revenue is not recognised and the costs incurred are
recognised as an expense.
(4) Revenue arising from the use by others of the Company’s assets
Revenue arising from the use by others of the Company’s assets includes interest revenue and royalty revenue. The Company
recognised revenue arising from the use by others of the Company’s assets when (a) it is probable that the economic benefits
associated with the transaction will flow to the Company and (b) the amount of the revenue can be measured reliably.
21. Government Grants
(1) Recognition of government grants
No government grants may be recognized unless the following conditions are met simultaneously:
① The company is able to meet the requirements for the government subsidies; and
② The company can receive the government subsidies.
(2) Measurement of government grants
① 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.
② 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. If the relevant assets are sold, transferred, obsolete or destroyed
before useful lives end, undistributed deferred income shall be recognized as the current profits and losses of disposal of assets.
The government subsidies pertinent to incomes shall be treated respectively in accordance with the circumstances as follows:
A. Those subsidies used for compensating the related future expenses or losses of the enterprise shall be recognized as deferred
income and shall be included in the current profits and losses during the period when the relevant expenses are recognized; or
B. Those subsidies used for compensating the related expenses or losses incurred to the enterprise shall be directly included in the
current profits and losses.
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③ If it is necessary to refund any government subsidy which has been recognized, it shall be treated respectively in accordance with
the circumstances as follows:
A. If there is the deferred income concerned, the book balance of the deferred income shall be offset against, but the excessive part
shall be included in the current profits and losses; and
B. If there is no deferred income concerned to the government subsidy, it shall be directly included in the current profits and
losses.
22. Income tax
The Company adopts the balance sheet liability method for corporate income taxes.
(1) Deferred tax asset
① Where there are deductible temporary differences between the carrying amount of assets or liabilities in the balance sheet and
their tax bases, a deferred tax asset shall be recognised for all those deductible temporary differences to the extent that it is probable
that taxable profit will be available against which the deductible temporary difference can be utilized. Deferred tax assets should be
measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled.
② At the balance sheet date, where there is strong evidence showing that sufficient taxable profit will be available against which
the deductible temporary difference can be utilized, the deferred tax asset unrecognized in prior period shall be recognized.
③ The Company assesses the carrying amount of deferred tax asset at the balance sheet date. If it’s probable that sufficient taxable
profit will not be available against which the deductible temporary difference can be utilized, the Company shall write down the
carrying amount of deferred tax asset, or reverse the amount written down later when it’s probable that sufficient taxable profit will
be available.
(2) Deferred tax liability
Deferred tax liability shall be recognized for all taxable temporary differences, which are differences between the carrying amount of
an asset or liability in the balance sheet and its tax base, and measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled.
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23. Operating lease and financial lease
1
）（ Operating leases
Lessee in an operating lease shall treat the lease payment under an operating lease as a relevant asset cost or the current profit or loss
on a straight-line basis over the lease term. The initial direct costs incurred shall be recognized as the current profit or loss;
Contingent rents shall be charged as expenses in the periods in which they are incurred. .
Lessors in an operating lease shall present the assets subject to operating leases in the relevant items of their balance sheet according
to the nature of the asset. Lease income from operating leases shall be recognized as the current profit or loss on a straight-line basis
over the lease term; Initial direct costs incurred by lessors shall be recognized as the current profit or loss; Lessors shall apply the
depreciation policy for the similar assets to depreciate the fixed assets in the operating lease; For other assets in the operating lease ,
lessors shall adopt a reasonable systematical method to amortize; Contingent rents shall be charged as expenses in the periods in
which they are incurred.
2
）（ Finance lease
For the lessee, a fixed asset acquired under finance lease shall be valued at the lower of the fair value of the leased asset and the
present value of the minimum lease payments at the inception of lease. The amount of minimum lease payments should be recorded
in long-term account payable, the difference should be recorded as unrecognized financing charges; The initial direct costs identified
as directly attributable to activities performed by the lessee during the negotiation and signing of the finance lease such as handling
fees, legal fees, travel expenses, stamp tax shall be counted as lease asset value; the unrecognized financing charges shall be
apportioned at each period during the lease term and adopt the effective interest rate method to calculate and confirm the current
financing charge; Contingent rents shall be charged as expenses in the periods in which they are incurred.
When the lessee calculates the present value of the minimum lease payments, for that lessee who can obtain the interest rate implicit
in the lease, the discount rate shall be the interest rate implicit in the lease; otherwise the discount rate shall adopt the interest rate
specified in the lease agreement. If the lessee cannot get the interest rate implicit in the lease and there is no specified interest rate in
the lease agreement, the discount rate shall adopt the current bank loan interest rate.
Lessees shall depreciate the leased assets with the depreciation policy which is consistent with the normal depreciation policy for
similar assets. If there is reasonable certainty that the lessee will obtain ownership by the end of the lease term, the depreciation shall
be allocated to the useful life of the asset. If there is no reasonably certainty that the lessee will obtain ownership by the end of the
lease term, the asset shall be depreciated over the shorter of the lease term and its useful life.
At the inception of financial lease, lessor of the financial lease shall record the sum of the minimum lease payments and initial
direct costs as the financing lease accounts receivable, and also record the unguaranteed residual value; recognize the difference
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between the total minimum lease payments , initial direct costs ,unguaranteed residual value and the sum of the present value as the
unrealized financing income; the unrealized financing income shall be distributed to each period over the lease term; adopt the actual
interest rate to calculate the current financial income; Contingent rents shall be in the periods in which they are incurred.
24. Assets held for sales:
(1) Recognition criteria of the assets held for sale
The Non-Current Assets which meet the following conditions will be classified as assets held for sales by the company:
① The entity has made the resolution in disposing the non-current assets.
② The entity has signed the irrevocable transfer agreement with the assignee.
③ The sale transaction is highly probable to be completed within one year.
(2) Accounting treatments of assets held for sales
For the fixed assets held for sales, the entity shall adjust the predicted net residual value of this fixed asset to make the predicted net
residual value of this fixed asset to reflect the amount of its fair value less costs to sell, but it shall not exceed the original book value
of fixed assets at the time when it meets the conditions of held for sales. The difference between the original book value and the
adjusted predicted net residual value shall be treated as loss in assets and presented in profit or loss of current period. The fixed assets
held for sales shall not count the depreciation but shall be measured at the lower of its carrying amount and the fair value less costs to
sell.
The other non-current assets such as intangible assets which meet the conditions of held for sales shall be treated in accordance to the
above principles.
25. Hedging:
The company uses fair value hedging for its hedging.
(1) For derivative instruments as the hedging instrument, the gain or loss resulted from the changes of fair value is included in the
profit/loss of the current period; for non-derivative instruments as the hedging instrument, the gain or loss resulted from the
change of book value due to foreign exchange rate is included in the profit/loss of the current period.
(2) The gain or loss resulted from the hedged risk of the hedged items is included in the profit/loss of the current period. The book
value of the hedged items is adjusted at the same time.
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(3) In a fair value hedging of a firm commitment of a purchased asset or assumed liability, the accumulated amount in the change of
fair value (profit or loss being confirmed) caused by the hedging risk of this firm commitment should be used to adjust the initial
confirmed amount of the purchased assets of assumed liability of the firm commitment.
(4) When the following conditions are satisfied, the company stop using the fair value hedging:
A. Hedging instruments are expired, sold, contract are terminated or executed.
B. The hedge no longer satisfies the conditions for hedging accounting.
C. Cancellation of the designation of the hedging.
26. Changes in accounting policies and estimates:
1
）（ Changes in accounting policy
There are no changes in the accounting policies for the previous financial year.
2
）（ Changes in accounting estimate
There are no changes in the accounting policies for the previous financial year.
27. Correction of the accounting errors from previous term
There is no correction of the accounting error from previous term in this report period.
28. Other main accounting policies and estimates as well as compilation method of financial statements
None
V. Taxation
1. Main taxes and tax rates
Category of taxes Tax basis Tax rate
VAT Taxable revenue 6%,17%
Consumption tax
Business tax Taxable revenue 5 ％
Urban maintenance and construction tax Taxable VAT, taxable business tax 7 ％
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2013 Annual Report of Wuhan Boiler Company Limited
Enterprise income tax Taxable income 25％
Education surtax Taxable VAT, taxable business tax 3 ％
Local education surtax Taxable VAT, taxable business tax 2 ％
Watercourse and embankment tax Taxable VAT, taxable business tax 2 ％
The income tax rates adopted by each subsidiary and branch factory
Subsidiary Wuhan Lanxiang Power Environmental Protection Technology Co.,Ltd has ceased operating, there was no taxable profit
during the report period.
2. Tax preference and official documents
None
3.Other explanation
None.
VI. Business combination and consolidated financial statements
1. Subsidiaries
(1)The subsidiaries obtained through the establishment of or investment subsidiary
Registere Business
Subsidiaries Type Registered capital Business scope
d place nature
Boiler, energy environmental protection
Wuhan Lan Xiang products, Steel structures, technology
Power research of heat energy products and its
Limited 586 Wuluo
Environmental accessorial equipment, design, technical
liability Rd., Manufacturing 20,000,000.00
Protection Consultancy, technical service, sales of
Company Wuhan
Technology developed products, contract and
Company Limited technical service of energy project
(non-construction project)
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2013 Annual Report of Wuhan Boiler Company Limited
Other essential Sharehol Voting Consolid
Subsidiaries Investment RMB
（ ） investment ding% right% ated
Wuhan Lan Xiang Power 24,984,500.00 95 95 Yes
Environmental Protection
Technology Company Limited
Minority Amount of minority interest in income
Subsidiaries
interest statement deducted from minority interest
Wuhan Lan Xiang Power Environmental Protection 781,329.89
Technology Company Limited
VII. Notes to the consolidated financial statements
Except especially indicated, the closing balance and the opening balance referred to the balance at Dec 31, 2013 and Dec 31, 2012
respectively. All of amounts are presented in RMB.
1. Cash and cash equivalent
Unit: RMB Yuan
Item Closing balance Opening balance
Amount in
Exchange Amount in Amount in Exchange
foreign Amount in RMB
rate RMB foreign currency rate
currency
Bank deposit:: -- -- 8,283,224.28 -- -- 131,071,052.35
RMB -- -- 7,876,756.35 -- -- 130,630,479.67
USD 2,000.93 6.0969 12,199.47 4,566.04 6.2855 28,699.84
EUR 46,830.98 8.4189 394,265.34 49,517.74 8.3176 411,868.75
JPY 54.00 0.0578 3.12 56.00 0.0730 4.09
Other monetary funds: -- -- 1,831,672.83 -- -- 2,611,517.03
RMB -- -- 1,831,672.83 -- -- 2,611,517.03
Total -- -- 10,114,897.11 -- -- 133,682,569.38
Note 1: The closing balance of the cash and cash equivalent this year decreased 92.43%. It was mainly due to
repayment of part of shareholders’ borrowing.
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2. Notes receivable
(1)Category of Notes receivable:
Unit: RMB Yuan
Category Closing balance Opening balance
Bank acceptance 15,000,000.00 16,778,857.08
Total 15,000,000.00 16,778,857.08
(2) Notes receivable pledged at period-end
None
(3) The top five of bank notes endorsed but not matured as of the year end
Issuing entity Date of issuance Expiring date Amount Remark
Shandong Jinquan Cereals&Oil Co., Ltd. 25.09.2013 25.03.2014 36,000,000.00
Shandong Chuangfeng Metal Co., Ltd. 25.09.2013 25.03.2014 16,000,000.00
Jiangyin Tianyang Metal Products Co., Ltd. 23.09.2013 23.03.2014 11,000,000.00
Linyi Jinhu Caitu Aluminum Co., Ltd 16.09.2013 16.03.2014 9,000,000.00
Jiangyin Tianyang Metal Products Co., Ltd. 21.10.2013 21.04.2014 8,000,000.00
Total -- -- 80,000,000.00 --
3. Accounts receivable
(1)Accounts receivable by categories are as follows:
Unit: RMB Yuan
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Category Propo Propor Propo Propo
Amount rtion Amount tion Amount rtion Amount rtion
(%) (%) (%) (%)
Accounts 12.71 65.79
25,780,000.00 6.99% 25,146,400.00 97.54% 52,923,300.00 34,820,000.00
receivable % %
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2013 Annual Report of Wuhan Boiler Company Limited
with
significant
single amount
for which bad
debt provision
separately
accrued
Accounts receivable for which bad debt provisions are made on the group basis
Group 1
72.65 36.55
(using aging 313,941,226.09 85.13% 106,236,757.73 33.84% 302,410,419.85 110,532,015.41
% %
analysis)
Subtotal of the 72.65 36.55
313,941,226.09 85.13% 106,236,757.73 33.84% 302,410,419.85 110,532,015.41
groups % %
Accounts
receivable
with
insignificant
14.64 65.17
single amount 29,042,460.00 7.88% 16,004,460.00 55.11% 60,947,906.10 39,721,906.10
% %
for which bad
debt provision
separately
accrued
Total 368,763,686.09 -- 147,387,617.73 -- 416,281,625.95 -- 185,073,921.51 --
Notes to category of accounts receivable:
Note: the monetary standards of provision for bad debts of the individually significant receivables is top 5 account
receivables at year end, which he impairment test is carried on individually. For significant receivables, If there
are substantive evidences indicating that a receivable has been impaired, a provision for bad debts should be made;
If a receivable is found not to be individually impaired, it should be included in a group of similar credit risk
characteristics receivables and a collective assessment of impairment should be made. Receivables which are not
significant, but still need individually recognition of bad debt provision, if there are substantive evidences shown
there is a special impairment of insignificant receivables, then they need individually impairment tests.
Accounts receivable with significant single amount for which bad debt provision separately accrued
√ Applicable □ Not applicable
Item Closing balance Bad debt provision Proportion Note
The Company is required
Dongfang Xiwang Baotou Xitu to bear part of the
25,780,000.00 25,146,400.00 97.54%
Aluminium Co., Ltd. subsequent costs and thus
the receivable amount is
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2013 Annual Report of Wuhan Boiler Company Limited
not expected to be fully
recoverable.
Total 25,780,000.00 25,146,400.00 --
In the groups, accounts receivable adopting aging analysis method to accrue bad debt provision:
√ Applicable □ Not applicable
Closing balance Opening balance
Aging of Balance Balance
Bad debt Bad debt
receivables Proportio Proportio
Amount provision Amount provision
n (%) n (%)
Within 1 year (including 1 year)
including ： -- -- -- -- -- --
Within 1 year
190,066,260.86 60.54% 5,701,987.83 137,976,383.04 45.63% 4,139,291.49
(including 1 year)
Sub-total (Within 1
190,066,260.86 60.54% 5,701,987.83 137,976,383.04 45.63% 4,139,291.49
year)
1-2 years(including 2
9,038,000.00 2.88% 271,140.00 38,838,495.98 12.84% 1,165,154.88
year)
2-3 years(including 3
2,047,451.61 0.65% 122,847.10 241,117.09 0.08% 14,467.03
year)
3-4 years(including 4
242,676.22 0.08% 48,535.24 15,568,237.30 5.15% 3,113,647.46
year)
4-5 years(including 5
15,568,237.30 4.96% 3,113,647.46 9,608,414.86 3.18% 1,921,682.97
year)
Above 5 years 96,978,600.10 30.89% 96,978,600.10 100,177,771.58 33.12% 100,177,771.58
Total 313,941,226.09 -- 106,236,757.73 302,410,419.85 -- 110,532,015.41
In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision
□ Applicable √ Not applicable
In the groups, accounts receivable adopting other methods to accrue bad debt provision
□ Applicable √ Not applicable
Accounts receivable with insignificant single amount for which bad debt provision separately accrued
√ Applicable □ Not applicable
Item Closing Bad debt Provision Reasons for provision
balance provision %
Datang Liaoyuan Power Plant 11,010,000.00 2,202,000.00 20% Deduction for product quality issues
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2013 Annual Report of Wuhan Boiler Company Limited
Gansu Diantou Jinchang The retention money is difficult to
580,000.00 580,000.00 100% be fully received.
Generating Co., Ltd.
The Company is required to bear part of
Guodian Lanzhou the subsequent costs and thus the
4,500,000.00 270,000.00 6%
Thermopower Co., Ltd. receivable amount is not expected to be
fully recoverable.
Gansu Datang Xigu The retention money is difficult to
Thermoelectric Co., Ltd.
12,952,460.00 12,952,460.00 100% be received due to product quality
issues.
Total 29,042,460.00 16,004,460.00 -- --
(2) Accounts receivable reversed or collected in the report period
Unit: RMB Yuan
Bad debt provision
Reason for reversed or Basis for bad Amount reversed
Item before reversal or
collected debt provision or collected
collection
Datang Liaoyuan Power The receivable amount has Deduction for
Plant been recovered. product quality 2,598,000.00 8,480,000.00
issues
Guodian Lanzhou The receivable amount has The Company
Thermopower Co., Ltd. been recovered. is required to
bear part of the
subsequent
costs and thus
9,730,000.00 23,603,300.00
the receivable
amount is not
expected to be
fully
recoverable.
Shanxi Datang The receivable amount has Deduction for
International Yungang been recovered. product quality 12,853,600.00 18,612,000.00
Thermal Power Co., Ltd. issues
China National The receivable amount has The retention
Machinery Import and been recovered. money is
Export Corporation difficult to be
8,173,446.10 8,173,446.10
received due to
the quality
issues.
Dongfang Xiwang The receivable amount was The Company
Baotou Xitu Aluminium recovered. is required to
Co., Ltd. bear part of the
subsequent
costs and thus
100,000.00 500,000.00
the receivable
amount is not
expected to be
fully
recoverable.
Tianjin Dagu Chemical The receivable amount was Deduction for
Industry Co., Ltd. recovered. product quality 118,000.00 190,000.00
issues
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2013 Annual Report of Wuhan Boiler Company Limited
Anshan Xinli Energy The receivable amount was Deduction for
Co., Ltd. recovered. product quality 20,000.00 20,000.00
issues
Shanxi Lu’an Yuwu The receivable amount was Over 5 years
1,480,000.00 1,480,000.00
Thermopower Co., Ltd. recovered.
ShuangyashanThermopo The receivable amount was Over 5 years
2,900,000.00 2,900,000.00
wer Co., Ltd. recovered.
Xinjiang Huadian The receivable amount was Over 5 years
Changji Thermopower recovered. 1,000,000.00 1,000,000.00
Phase Co., Ltd.
Ⅱ
Xinxiang Yuxin The receivable amount was Over 5 years
Electricity Generating recovered. 349,996.70 349,996.70
CO., Ltd.
Zhenzhou Gas The receivable amount was Over 5 years
Electricity Generating recovered. 2,547,589.64 2,547,589.64
CO., Ltd.
Total 41,870,632.44 --
(3) The write-off accounts receivable: none.
(4) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of
the Company
□ Applicable √ Not applicable
(5) Information of top 5 receivables:
Unit: RMB Yuan
The relationship Proportion(
Company Amount Age
with the Company %)
Alstom Power Inc. Affiliated 115,157,792.48 115,129,340.87 31.23
within 1 year,
28,451.61 for 2-3
years
Shanxi Zhengxin Group Co., Ltd. Non-affiliated 39,820,000.00 Over 5 years 10.80
Shandong Luneng Materials Group Co., Ltd. Non-affiliated 39,290,000.00 Within 1 year 10.65
Guodian Tai’an Thermopower Co., Ltd. Non-affiliated 27,496,919.99 Within 1 year 7.46
Dongfang Xiwang Baotou Xitu Aluminium Non-affiliated 13,870,000.00 for 4-5
Co., Ltd. 25,780,000.00 years; 11,910,000.00 for 6.99
more than 5 years
Total 247,544,712.47 67.13
(6)The amounts due from related parties
Unit: RMB Yuan
Company The relationship with the Company Amount Proportion
ALSTOM Boiler Deutschland GmbH A subsidiary of the second largest shareholder 129,576.22 0.04%
Alstom Power Inc. A subsidiary of the ultimate holding company 115,157,792.48 31.23%
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2013 Annual Report of Wuhan Boiler Company Limited
Wuhan Boiler (Group) Engineering & A subsidiary of the ultimate holding company
4,854,995.28 1.32%
Technology Co., Ltd.
Total 120,142,363.98 32.59%
(7) Information of accounts receivable that terminated recognition
□ Applicable √ Not applicable
(8) If securitization is carried out on accounts receivable as the underlying assets, please list amount of
assets and liabilities arising from further involvement
□ Applicable √ Not applicable
4. Other receivables
(1) Other receivables disclosed by type:
Unit: RMB Yuan
Closing balance Opening balance
Provision for doubtful Provision for doubtful
Balance Balance
debts debts
Category
Propo Propo Propo Propo
Amount rtion
Amount rtion Amount rtion Amount rtion
(%)
(%) (%) (%)
Other accounts
receivable that is
individually
23.73 19.73
significant for 26,673,222.30 26,673,222.30 100% 26,673,222.30 26,673,222.30 100%
% %
which provisions
for bad debts
separately accrued
Other accounts receivable that provisions for bad debts by group
Group 1 (using 68.09 32.26 63.42
76,552,614.14 24,698,506.61 85,732,784.31 15,516,126.79 18.1%
aging analysis) % % %
Group 1 (No bad
debt provision for
6,564,340.29 5.84% 20,139,373.00 14.9%
account
receivables)
73.93 29.72 78.32 14.66
Subtotal of group 83,116,954.43 24,698,506.61 105,872,157.31 15,516,126.79
% % % %
Other accounts
2,636,308.95 2.34% 2,636,308.95 100% 2,636,308.95 1.95% 2,636,308.95 100%
receivable that is
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2013 Annual Report of Wuhan Boiler Company Limited
individually
insignificant for
which bad debts
provision
separately accrued
Total 112,426,485.68 -- 54,008,037.86 -- 135,181,688.56 -- 44,825,658.04 --
Notes for categories of other accounts receivable:
Note: the monetary standards of provision for bad debts of the individually significant other receivables is top 5
account receivables at year end, which he impairment test is carried on individually. For significant receivables, If
there are substantive evidences indicating that a receivable has been impaired, a provision for bad debts should be
made; If a receivable is found not to be individually impaired, it should be included in a group of similar credit
risk characteristics receivables and a collective assessment of impairment should be made. Receivables which are
not significant, but still need individually recognition of bad debt provision, if there are substantive evidences
shown there is a special impairment of insignificant receivables, then they need individually impairment tests.
Other closing accounts receivable that is individually significant and provisions for bad debts individually.
√ Applicable □ Not applicable
Unit: RMB Yuan
Closing Bad debt Propo
Item Note
balance provision rtion
Projects are suspended and the amount is not
Shanxi Zhenxing Group 6,722,635.46 6,722,635.46 100
expected to be recoverable
Shandong Luneng Material Projects are suspended and the amount is not
19,950,586.84 19,950,586.84 100
Group Co. Limited expected to be recoverable
Total 26,673,222.30 26,673,222.30 -- --
In the group, other accounts receivable that provision for bad debts by aging analysis:
√ Applicable □ Not applicable
Unit: RMB Yuan
Closing balance Opening balance
Balance
Aging of receivables Bad debt
Proportio Proportio Balance
Amount provision Amount
n (%) n (%)
Within 1 year (including 1 year)
Including:
Within 1 year (including 1
4,051,432.93 5.29% 121,542.99 5,578,704.67 6.51% 167,361.14
year)
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2013 Annual Report of Wuhan Boiler Company Limited
Sub-total (Within 1 year) 4,051,432.93 5.29% 121,542.99 5,578,704.67 6.51% 167,361.14
290,684.66 0.38% 8,720.54 1,938,083.66 2.26% 58,142.51
1-2 years(including 2 year)
154,400.94 0.2% 9,264.06 2,518,400.37 2.94% 151,104.02
2-3 years(including 3 year)
63,012,895.74 73.5% 12,602,579.15
3-4 years(including 4 year)
59,371,395.74 77.56% 11,874,279.15 12,684,699.87 14.79% 2,536,939.97
4-5 years(including 5 year)
Above 5 years 12,684,699.87 16.57% 12,684,699.87
Total 76,552,614.14 -- 24,698,506.61 85,732,784.31 -- 15,516,126.79
In the group, other accounts receivable that provision for bad debts by balance percentage:
□ Applicable √ Not applicable
Individually insignificant receivables requiring impairment test, and providing provision for doubtful debt : ：
√ Applicable □ Not applicable
Unit: RMB Yuan
Bad debt Provision
Item Balance Reason
provision percentage
3RC Company Limited 336,604.05 336,604.05 100% Bankruptcy
Pingtai Power
424,514.70 424,514.70 100% Project suspended
Development Co.,LTD
Henan Dengfeng
32,430.77 32,430.77 100% Project suspended
Xiangyang Power Co.,Ltd
Qindao Houhai Themal
518,227.71 518,227.71 100% Project suspended
Power Co.,Ltd
Jiangsu Wangda Paper
723,504.31 723,504.31 100% Project suspended
Co.,Ltd
Qingtongxia Aluminium
5,736.41 5,736.41 100% Project suspended
Co.,Ltd
Henan Zhongmai Power Difficult to execute the
173,411.00 173,411.00 100%
Co.,Ltd court judge
Shanmenxia Huineng Difficult to execute the
143,897.00 143,897.00 100%
Themal Power Co.,Ltd court judge
Shanxi Zhenxin Group Difficult to execute the
277,983.00 277,983.00 100%
Co.,Ltd court judge
Total 2,636,308.95 2,636,308.95 -- --
(2) Information of other accounts receivable reversed or recovered in the report period
Individually significant or insignificant closing balances for which but impairment test individually made: none.
Notes of individually insignificant but was of big risk after grouped by credit risk other accounts receivable: none.
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2013 Annual Report of Wuhan Boiler Company Limited
(3) Information of other accounts receivable written off in the report period
None
(4) Accounts receivable is due from shareholders with more than 5% (including 5%) of the voting shares of
the Company.
Closing balance Opening balance
Name of company Provision for bad Provision for
Amount Amount
debt doubtful debts
Wuhan Boiler (Group) Co., Ltd. 61,030,488.11 16,353,377.52 64,030,488.11 12,895,907.62
Alstom (China) Investment Co., Ltd. 3,200,336.47 190,807.11
Total 61,030,488.11 16,353,377.52 67,230,824.58 13,086,714.73
(5) Nature or details of other significant accounts receivable
Unit: RMB Yuan
Proportion of
Name of company Amount Nature or details of the amount
the total (%)
Wuhan Boiler Group Co., compensation for the relocation of the old
61,030,488.11 54.28
Ltd. factory
Total 61,030,488.11 -- 54.28
Note: Account receivable of RMB 61,030,488.11 from the second largest shareholder, Wuhan Boiler (Group) Co., Ltd., is mainly the
compensation for the relocation of the old factory.
(6) Details of top 5 other receivables ：：：：
Company Relationship with the Company Amount Aging Proportion of the
total (%)
Wuhan Boiler (Group) The company's second-largest 61,030,488.11 55,846,388.24 for 54.28
Co., Ltd. shareholder 4-5 years;
5,184,099.87 for
more than 5 years
Shandong Luneng Non-affiliated 19,950,586.84 Over 5 years 17.75
Material Group Co.
Limited
Donghu Development Non-affiliated 10,774,265.00 3,274,265.00 for 9.58
Zone Committee 4-5 years;
7,500,000.00 for
more than 5 years
Shanxi Zhengxin Group Non-affiliated 6,722,635.47 Over 5 years 5.98
Co., Ltd.
Gansu Diantou Non-affiliated 4,402,564.00 Within 1 year 3.92
Yongchang Generating
Co., Ltd.
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2013 Annual Report of Wuhan Boiler Company Limited
Company Relationship with the Company Amount Aging Proportion of the
total (%)
Total 102,880,539.42 91.51
(7) The amounts due from related parties
Name of company The relationship with the Company Amount Proportion of the total
(%)
ALSTOM (Beijing) Engineering & A subsidiary of the ultimate holding 14,074.73 0.01
Technology Co., Ltd. company
ALSTOM (Wuhan) Engineering & A subsidiary of the ultimate holding 245,749.37 0.22
Technology Co., Ltd. company
ALSTOM Boiler Deutschland GmbH A subsidiary of the ultimate holding 388,420.68 0.35
company
ALSTOM Power Inc. A subsidiary of the ultimate holding 36,157.65 0.03
company
ALSTOM Boiler France A subsidiary of the ultimate holding 617,080.03 0.55
company
Wuhan Boiler (Group) Co., Ltd. Second largest shareholder 61,030,488.11 54.28
Wuhan Boiler (Group) Yuntong Co., Ltd. Subsidiary of Second largest 10,171.01 0.01
shareholder
Wuhan Boiler (Group) Valve Co., Ltd. Subsidiary of Second largest 240,571.49 0.21
shareholder
Total 62,582,713.07 55.66
(8) Information of other accounts receivable that terminated recognition
□ Applicable √ Not applicable
(9) If securitization is carried out on other accounts receivable as the underlying assets, please list amount
of assets and liabilities arising from further involvement
□ Applicable √ Not applicable
(10) Government subsidies confirmed by amount receivable at the end of the period
□ Applicable √ Not applicable
5. Prepayment
(1) Aging analysis:
Closing balance Opening balance
Aging Proportion
Amount Proportion (%) Amount
(%)
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2013 Annual Report of Wuhan Boiler Company Limited
Within 1 year (including 1 year) 27,601,803.69 41.60 98,370,274.91 83.52
1-2 years(including 2 years) 20,893,261.63 31.49 8,884,617.96 7.55
2-3 years(including 3 years) 8,236,834.17 12.41 616,453.62 0.52
Over 3 years 9,621,149.44 14.50 9,904,791.02 8.41
Total 66,353,048.93 100.00 117,776,137.51 100.00
Note: Prepayment decreased by 43.66% this year. It was mainly due to the collection of the supplier’s settlement documents this year
so as to offset relevant prepayment items accordingly.
(2) Details of top 5 prepayment
Name of company Relationship with the Amount Aging Reasons
Company
Howden Hua Engineering Co., Ltd. Non-affiliated 21,250,000.00 2012-2013 Project has not
yet completed
ALSTOM Technical Services (Shanghai) A subsidiary of the ultimate 13,260,000.00 2012-2013 Project has not
holding company yet completed
Zhejiang Jiuli Tecai Technolog Co., Ltd. Non-affiliated 6,887,183.69 2013 Project has not
yet completed
Wuhan Zhimiao Machinery Manufacturing Non-affiliated 6,807,692.30 2011 Project has not
Co., Ltd. yet completed
Changzhi Tsinghua Steel Structure Co., Non-affiliated 4,277,499.98 2013 Project has not
Ltd.
yet completed
Total 52,482,375.97
(3) There is no amount due from shareholders with more than 5% (including 5%) of the voting shares of
the Company in prepayment.
(4) Notes of prepayment
The prepayment aged more than 1 year is for the expanded purchase which has not yet been settled.
6. Inventory
(1) Categories:
Closing balance Opening balance
Categories Impairment of Impairment of
Original value Book value Original value Book value
inventories inventories
Raw materials 105,746,499.12 54,992,196.80 50,754,302.32 131,734,181.51 28,330,047.16 103,404,134.35
Construction
contract assets 114,012,396.06 30,353,632.92 83,658,763.14 65,867,615.17 26,173,583.79 39,694,031.38
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2013 Annual Report of Wuhan Boiler Company Limited
Total 219,758,895.18 85,345,829.72 134,413,065.46 197,601,796.68 54,503,630.95 143,098,165.73
(2) Impairment of inventories
Decrease
Categories Opening balance Increase Closing balance
Reversal Written off
Raw materials 28,330,047.16 35,505,180.04 8,843,030.40 54,992,196.80
Construction contract assets 26,173,583.79 4,180,049.13 30,353,632.92
Total 54,503,630.95 39,685,229.17 8,843,030.40 85,345,829.72
(3) Details of impairment of inventories
Proportion of reversal of
The bases of provision for impairment of Reasons for
Item provision for impairment of
inventories reversal
inventories to closing balance
1.Raw materials According to the net realizable value
2.Construction contract Expected loss from contract loss
assets
Note: The write-off of the raw materials is due to the disposal of previously impaired raw materials and transferring to project costs.
7. Fixed assets
(1) Fixed assets details:
Item Opening balance Increase Decrease Closing
balance
1. Cost 956,441,276.07 2,633,812.11 8,910,850.27 950,164,237.91
Property and buildings 522,153,387.13 415,721.00 522,569,108.13
Machineries 394,323,562.59 1,550,645.28 6,799,541.49 389,074,666.38
Vehicles 1,143,874.64 1,143,874.64
Electronic equipments and office 38,820,451.71 667,445.83 2,111,308.78 37,376,588.76
equipments
2.Accumulated depreciation 212,427,302.01 38,733,712.28 8,480,497.56 242,680,516.73
Property and buildings 41,676,247.08 13,078,000.28 54,754,247.36
Machineries 144,138,973.67 19,591,487.43 6,383,579.32 157,346,881.78
Vehicles 709,200.74 125,359.13 834,559.87
Electronic equipments and office 25,902,880.52 5,938,865.44 2,096,918.24 29,744,827.72
equipments
3.The net book value of fixed 744,013,974.06 707,483,721.18
assets
Property and buildings 480,477,140.05 467,814,860.77
Machineries 250,184,588.92 231,727,784.60
Vehicles 434,673.90 309,314.77
Electronic equipments and office 12,917,571.19 7,631,761.04
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2013 Annual Report of Wuhan Boiler Company Limited
Item Opening balance Increase Decrease Closing
balance
equipments
4. Impairment of fixed assets 2,427,234.66 259,604.33 2,167,630.33
Property and buildings -
Machineries 2,307,942.56 259,604.33 2,048,338.23
Vehicles 61,574.28 61,574.28
Electronic equipments and office 57,717.82 57,717.82
equipments
5.Carrying amount 741,586,739.40 705,316,090.85
Property and buildings 480,477,140.05 467,814,860.77
Machineries 247,876,646.36 229,679,446.37
Vehicles 373,099.62 247,740.49
Electronic equipments and office 12,859,853.37 7,574,043.22
equipments
Note: Depreciation of fixed assets is RMB38,733,712.28 in the current year.
(2) Fixed assets idled
□ Applicable √ Not applicable
(3) Fixed assets leased in from financing lease
□ Applicable √ Not applicable
(4) Fixed assets leased out from operation lease
□ Applicable √ Not applicable
(5) Details of holding-for-sale fixed assets at period-end
□ Applicable √ Not applicable ÷
(6) Details of fixed assets failed to accomplish certification of property
□ Applicable √ Not applicable ÷
8. Construction in progress
(1) General information
Closing balance Opening balance
Item
Book value Impairment Net book value Book value Impairment Net book value
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2013 Annual Report of Wuhan Boiler Company Limited
Closing balance Opening balance
Item
Book value Impairment Net book value Book value Impairment Net book value
Equipment for
New base of the 2,245,077.87 2,245,077.87 1,562,224.98 1,562,224.98
Company
Total 2,245,077.87 2,245,077.87 1,562,224.98 1,562,224.98
(2) Significant changes in construction in progress
None
(3) Impairment of construction in progress
As of December 31, 2013, the construction in progress does not have indication of impairment, therefore no
impairment provided for construction in progress.
(4) Details of procedures of significant construction in progress
None
(5 ））））
Notes of construction in progress
Note: The balance of the construction in progress at the end of the period increased by 43.71%. It was due to the
purchase increase of equipment to be installed as the producing requirement.
9. Intangible assets
(1) Details of intangible assets
Category Opening balance Increase Decrease Closing balance
Cost 151,312,071.04 162,874.35 151,474,945.39
1.Land use right 41,599,836.72 41,599,836.72
2.Proprietary technology 93,251,576.87 93,251,576.87
3.Software 16,460,657.45 162,874.35 16,623,531.80
Accumulated amortization 71,343,256.73 6,265,776.05 77,609,032.78
1.Land use right 3,887,317.62 831,893.80 4,719,211.42
2.Proprietary technology 51,986,835.98 4,722,093.18 56,708,929.16
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2013 Annual Report of Wuhan Boiler Company Limited
Category Opening balance Increase Decrease Closing balance
3.Software 15,469,103.13 711,789.07 16,180,892.20
Carrying amount of intangible assets 79,968,814.31 73,865,912.61
1.Land 37,712,519.10 36,880,625.30
2.Proprietary technology 41,264,740.89 36,542,647.71
3.Software 991,554.32 442,639.60
Impairment of intangible assets
1.Land use right
2.Proprietary technology
3.Software
Net book value of intangible assets 79,968,814.31 73,865,912.61
1.Land use right 37,712,519.10 36,880,625.30
2.Proprietary technology 41,264,740.89 36,542,647.71
3.Software 991,554.32 442,639.60
Note: The amortization amount of intangible assets is RMB 6,265,776.05 in the current year.
(2) Company development expense
Decrease
Recognized into
Item Opening balance Increase Recognized as Closing balance
current
intangible assets
gains/losses
Total 0.00 0.00 0.00 0.00 0.00
Development expense percentage of total expenditure of R&D projects in the report period: 0%
Percentage intangible assets arising from inner R&D of the Company of closing book value of intangible assets:
0%
Notes of R&D projects of the Company, those that includes individual value of more than RMB 1 million and
recognized with a basis of assessed value, please disclose name of evaluation authority and method of evaluation:
not applicable.
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2013 Annual Report of Wuhan Boiler Company Limited
10. Deferred tax assets and liabilities
(1) Deferred tax assets and liabilities are not listed as the net value after offset.
(1)Recognized deferred tax assets and liabilities
Item Closing balance Opening balance
Deferred tax assets:
Impairment of assets 52,533,127.61 57,549,250.74
Total 52,533,127.61 57,549,250.74
(2)Unrecognized deferred income tax assets
Item Closing balance Opening balance
Deductible temporary differences 115,006,013.88 95,744,871.68
Tax losses 964,474,179.69 1,230,641,375.83
Total 1,079,480,193.57 1,326,386,247.51
(3)The tax losses unrecognized as deferred tax assets will expire in the following year
Year Closing balance Opening balance Notes
2013 300,367,116.96
2014 364,372,073.45 364,372,073.45
2015 138,617,290.31 138,617,290.31
2016 258,201,599.91 258,201,599.91
2017 169,083,295.20 169,083,295.20
2018 34,199,920.82
Total 964,474,179.69 1,230,641,375.83
(4)Temporary difference
Temporary difference
Item
Closing balance Opening balance
139
2013 Annual Report of Wuhan Boiler Company Limited
1. Deductible temporary difference
① Provision for bad debt 177,611,247.21 201,596,184.50
② Impairment of inventories 30,353,632.92 26,173,583.79
③ Impairment of fixed assets 2,167,630.33 2,427,234.66
Total 210,132,510.46 230,197,002.95
(2) Deferred tax assets and liabilities are not listed as the net value after offset.
Closing net value Opening net value
of deductible of deductible
Closing net value Opening net value
temporary temporary
of deferred tax of deferred tax
Item difference or difference or
assets or liabilities assets or liabilities
taxable temporary taxable temporary
after offset after offset
difference after difference after
offset offset
Deferred tax assets 52,533,127.61 57,549,250.74
11. Impairment of assets
Decrease
Categories Opening balance Increase Closing balance
Reversal Written off
1.Provision for bad 229,899,579.55 44,149,052.84 72,652,976.80 201,395,655.59
debt
Including: ① 185,073,921.51 33,789,138.91 71,475,442.69 147,387,617.73
Provision for bad
and doubtful debt of
accounts receivable
② Provision for bad 44,825,658.04 10,359,913.93 54,008,037.86
debt of other 1,177,534.11
receivables
2. Impairment of 54,503,630.95 39,685,229.17 8,843,030.40 85,345,829.72
inventories
3. Impairment of 2,427,234.66 259,604.33 2,167,630.33
fixed assets
Total 286,830,445.16 83,834,282.01 72,652,976.80 9,102,634.73 288,909,115.64
Note 1: Write-off of inventories impairment is caused by the disposal of previously impaired raw material and material requisition for
project.
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2013 Annual Report of Wuhan Boiler Company Limited
Note 2: The write-off for impairment of fixed assets is caused by the disposal of the previously impaired fixed
assets.
12. Other non-current assets
Item Closing balance Opening balance
Hedging 12,137.16 9,810,557.57
Total 12,137.16 9,810,557.57
Note: The hedging instruments decreased by 99.88% this year. It was mainly due to decrease of volumes of unexpired forward
contracts and its contract amount this year.
13. Short-term loan
(1) Category
Category Closing balance Opening balance
Fiduciary loan 200,000,000.00
Entrusted Loan 1,429,200,000.00 1,705,000,000.00
Total 1,629,200,000.00 1,705,000,000.00
Note 1: RMB 200,000,000.00 of one-year fiduciary loan was supplied by HSBC Bank (China) in May 2013.
Note 2: The entrusted loan was supplied by Alstom (China) Investment Co., Ltd., and the maximum amount is RMB
2,200,000,000.00. Its interest rate is 10 per cent discount of the PBoC benchmark interest rate.
Note 3: The entrusted loan was added by 841MRMB, and re-paid by 1116.80MRMB in this period, the accumulated interest of
entrusted loan this period was 87,609,540.82RMB.
(2) Loan overdue but not paid back
None
14. Notes payable
Category Closing balance Opening balance Amount due in next accounting period
141
2013 Annual Report of Wuhan Boiler Company Limited
Bank Acceptance 42,532,000.00
Total 42,532,000.00
Note: The notes payable decreased by 100.00% this year. It’s mainly due to expiration of bank notes payables this year.
15. Accounts Payable
(1) General Information
Item Closing balance Opening balance
Amount 193,795,670.01 285,438,535.15
Total 193,795,670.01 285,438,535.15
Note: The accounts payable decreased by 32.11%. It’s mainly due to the payment made this year. For accounts payable booked in
previous years.
(2) The accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the
Company or related parties:
Company Closing balance Opening balance
ALSTOM (Switzerland) Ltd 795,968.75 20,215.17
Alstom Boiler Deutschland GmbH 949,656.90 1,030,026.87
ALSTOM Power Energy 9,247.07 29,970.10
ALSTOM Power Inc. 443,650.07 488,787.14
ALSTOM s.r.o 11,281.33 11,759.71
ALSTOM Technical Services (Shanghai) 31,966,529.92 4,767,000.00
Wuhan Boiler (Group) Yuntong Co., Ltd. 17,440.01 17,440.01
Wuhan Boiler (Group) Valve Co., Ltd. 321,360.26 432,528.34
ALSTOM Power Service GmbH 84,159.34
ALSTOM (China) Investment Co., Ltd. 852,425.05
Wuhan Boiler (Group) Engineering & Technology Co., Ltd. 19,125,755.73 19,125,755.73
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2013 Annual Report of Wuhan Boiler Company Limited
Total 53,640,890.04 26,860,067.46
(3) Accounts payable due for more than 1 year as at the reporting date
Note: The accounts payable aged longer than 1 year is mainly for retrofit processing fees. As the project has yet to complete, it can’t
be settled until the warranty period of the boiler is expired.
16. Advance from customers
(1) General Information
Item Closing balance Opening balance
Amount 803,079,341.99 796,939,508.66
Total 803,079,341.99 796,939,508.66
(2) Advanced from customers from shareholders with more than 5% (including 5%) of the voting shares of
the Company or related parties:
company Closing balance Opening balance
ALSTOM Estonia AS 2,583,944.83
Alstom Boiler Deutschland GmbH 593,306,874.69 344,703,704.47
ALSTOM Power Inc. 92,987,393.31 374,284,067.80
Total 688,878,212.83 718,987,772.27
(3) Advanced from customers with aging over 1 year
Note: Advanced from customers with aging over 1 year, were unsettled contract payments on projects under execution. The account
shall be carried forward after the settlement of contract payments on construction contract in progress.
17. Payroll payable:
(1)Details:
Item Opening balance Increase Decrease Closing balance
1.Salary, bonus, allowance, subsidy 9,004,854.52 120,287,975.60 119,274,420.43 10,018,409.69
2. Employee welfare 1,751,751.46 1,751,751.46
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2013 Annual Report of Wuhan Boiler Company Limited
Item Opening balance Increase Decrease Closing balance
3. Social insurance 25,259,542.97 25,259,542.97
including 1)Medical insurance
： 6,336,687.42 6,336,687.42
2)Retirement pension 16,229,740.63 16,229,740.63
3)Enterprise annuity
4)Unemployment insurance 1,570,095.91 1,570,095.91
5)injury insurance premium 570,171.15 570,171.15
6) Pregnancy insurance 552,847.86 552,847.86
4. Housing fund 6,514,530.90 6,514,530.90
5. Labour union fee and employee 3,116,531.33 2,363,063.69 4,595,431.16 884,163.86
education fee
6.Other 41,317,225.01 -2,161,829.39 2,993,435.39 36,161,960.23
Total 53,438,610.86 154,015,035.23 160,389,112.31 47,064,533.78
RMB 884,163.86 was of labor union fee and employee education fee, RMB0.00 was of non-monetary welfare, RMB0.00 was of
redemption for termination of labor contract.
Arrangement of estimated distribution date and amount on payroll payable:
Closing balance of salary, bonus, allowance, and subsidy was mainly accrued 2013 bonus which is expected to be paid in Jun
next year.
18. Taxes payable
Taxes Closing balance Opening balance
1.Value-added tax -33,308,981.85 -94,627,427.90
2.Business tax 1060.00
3.Levee fee 10.60
4.Personal income tax -1,500.31 -5,628.71
5.Education surtax 31.80
6.Local education development fee 21.20
7.Urban maintenance and construction tax 74.20
8.Stamp duty 5,492.25 21,729.71
9.Land use tax 782,224.02
10. Property tax 2,520,985.50
Total -30,001,780.39 -94,610,129.10
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2013 Annual Report of Wuhan Boiler Company Limited
Note: Taxes payable increased by 68.29% this year. It’s mainly due to the increase of export rebates and accruals
of land use tax and property tax this year.
19 ．．．．
Interest payable
Item Closing balance Opening balance
Interest payable on short-term borrowings 12,276,456.15 2,442,575.34
Total 12,276,456.15 2,442,575.34
Note: Interest payable increased by 402.60% this year. It’s mainly due to the interest provision of HSBC bank
loan.
20. Dividends payable
Main investor Opening balance Closing balance Reason of failure payment more than 1
year
HIT East Power Electric Co., Ltd. 108,000.00 108,000.00 The subsidiary is in liquidation
West Jiaotong University Star Source 166,000.00 166,000.00 The subsidiary is in liquidation
Dynamics
Shanghai Power Equipment Research 144,000.00 144,000.00 The subsidiary is in liquidation
Institute
Wuhan Urban Environmental Engineering 144,000.00 144,000.00 The subsidiary is in liquidation
Company
Total 562,000.00 562,000.00
Note: Dividends payable is the unpaid dividend of the company’s subsidiary Wuhan Lan Xiang Energy Environmental Protection
Technology Co., Ltd.
21. Other payable
(1) Aging analysis
Item Closing balance Opening balance
Amount 41,329,411.60 60,502,521.10
145
2013 Annual Report of Wuhan Boiler Company Limited
Total 41,329,411.60 60,502,521.10
Note 1: Other payable decreased by 31.69% this year. It’s mainly due to repayment of withholding money to employees on behalf of
buying ALSTOM stocks, and repayment of others.
(2) Other accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the
Company or to related parties
Company Closing balance Opening balance
ALSTOM (Switzerland) Ltd. 1,342,660.11 2,756,251.11
Wuhan Boiler (Group) Co., Ltd. 974,056.13 974,056.13
ALSTOM Holdings 21,043.34
ALSTOM (China) Investment Co., Ltd. 3,117,745.60 1,438,206.83
ALSTOM IS&T SAS 4,394,244.13 9,487,835.67
ALSTOM Power Ltd. 88,376.46 87,948.88
Total 9,938,125.77 14,744,298.62
(3)Notes of the other large amount accounts payable aged more than 1 year.
None.
(4) The significant amount of other payables details:
Item Amount The nature or content
ALSTOM IS&T SAS 4,394,244.13 ITSAS service fee, Telepresence maintenance fee
ALSTOM (China) Investment Co., Ltd. 3,117,745.60 GITO ASC service fee
22.Other non-current liabilities
item Closing balance Opening balance
1. Deferred income 12,314,736.00 12,592,512.00
2. Hedged items 79,585.63 8,884,838.41
3. Unrecognized finance cost -7,342,568.75 -8,836,934.01
146
2013 Annual Report of Wuhan Boiler Company Limited
Total 5,051,752.88 12,640,416.40
Note1: The unrecognized financing cost is the discount fees of employee retirement benefits in accordance with the regulations
stipulated in ‘Employee Benefits’ Accounting Standards.
Note2: The hedging items have decreased 60.03% this year. It’s mainly due to decrease of the volumes of
unexpired forward contract and its contract amount this year.
Government subsidies relating to deferred income details:
Increase in Amount accounted
Other Closing
Items Opening balance government for non-operating
changes balance
subsidies gains
Government subsidies related to assets
1. Gains from land use right of corporate’s 12,592,512.00 277,776.00 12,314,736.00
new factory
Subtotal 12,592,512.00 277,776.00 12,314,736.00
Total 12,592,512.00 277,776.00 12,314,736.00
23. Share Capital
The changes in share capital Unit: 0000’ shares
Opening balance Increase/Decrease (+/-) Closing balance
Issuing Reserves
Items Bonus
Amount Proportion new transferred to Others Subtotal Amount Proportion
shares
shares shares
1. Limited shares 17,200 57.91% 17,200 57.91%
① National holdings
② state-owned
corporation
Holdings
③ other 2,053 6.91% 2,053 6.91%
non-state-owned
corporation
Holdings
Including:
i. Domestic 2,053 6.91% 2,053 6.91%
corporation
holdings
ii. Domestic
natural person
holdings
④International 15,147 51% 15,147 51%
holdings
Including:
i. International 15,147 51% 15,147 51%
corporation
holdings
ii. International
natural person
holdings
147
2013 Annual Report of Wuhan Boiler Company Limited
Opening balance Increase/Decrease (+/-) Closing balance
Issuing Reserves
Items Bonus
Amount Proportion new transferred to Others Subtotal Amount Proportion
shares
shares shares
2. Unlimited shares 12,500 42.09% 12,500 42.09%
① stock A
② stock B 12,500 42.09% 12,500 42.09%
③ stock H
④ others
3.Total shares 29,700 100% 29,700 100%
24.Capital surplus
Item Opening balance Increase Decrease Closing balance
Capital premium 144,909,718.58 144,909,718.58
Other capital surplus 29,749,688.88 29,749,688.88
Including: Transfer from items under
previous accounting 29,749,688.88 29,749,688.88
standard
Total 174,659,407.46 174,659,407.46
25. Surplus reserve
Item Opening balance Increase Decrease Closing Balance
Legal surplus 39,418,356.83 39,418,356.83
Total 39,418,356.83 39,418,356.83
26. Retained earnings
Item Amount Extraction or allocation
proportion
Opening balance of retained earnings before adjustments -1,754,297,302.26
Add: Adjustments on opening balance of retained earning
Opening balance of retained earnings after adjustments -1,754,297,302.26
148
2013 Annual Report of Wuhan Boiler Company Limited
Item Amount Extraction or allocation
proportion
Plus: net profit for the year -120,271,304.16
Retained earnings at the end of the year -1,874,568,606.42
List of adjustment of opening retained earnings:
1) RMB0.00 opening retained earnings was affected by retroactive adjustment conducted on Accounting
Standards of Business Enterprises and its relevant new regulations.
2) RMB0.00 opening retained earnings was affected by changes on accounting policies.
3) RMB0.00 opening retained earnings was affected by correction of significant accounting errors.
4) RMB0.00 opening retained earnings was affected by changes in combination scope arising from same control.
5) RMB0.00 opening retained earnings was affected by a total of other adjustment.
27. Revenue and Cost of Sales
(1) Revenue
Item 2013 2012
Sales 861,121,950.92 744,703,504.02
Other operating income 5,219,699.23 23,898,848.95
Cost of sales 825,885,096.14 711,000,824.88
(2) Listed by the categories of production or business
2012 Jan-Dec 2011 Jan-Dec
Industries
Operating revenue Cost of sales Operating revenue Cost of sales
Machinery
861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
manufacturing
Total 861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
(3)Main business (Classified by product)
2013 2012
Products
Operating revenue Cost of sales Operating revenue Cost of sales
Boiler and auxiliary 861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
Total 861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
149
2013 Annual Report of Wuhan Boiler Company Limited
(4) Main business (Classified by area)
2012 Jan-Dec 2011 Jan-Dec
Area
Operating revenue Cost of sales Operating revenue Cost of sales
Domestic 308,034,997.68 324,597,240.87 265,433,128.24 268,016,464.03
Overseas 553,086,953.24 501,284,634.86 479,270,375.78 420,346,105.45
Total 861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
(5) Top five customers
Customers Revenue Proportion of total revenue (%)
ALSTOM Power Inc. 526,554,872.39 60.78
Binzhou Beihai New Materials Co., Ltd. 318,637,671.60 36.78
Guodian Tai’an Thermopower Co., Ltd. 63,956,596.94 7.38
ALSTOM Boiler Deutschland GmbH 18,864,296.95 2.18
Gansu Diantou Yongchang Generating Co., Ltd. 16,345,197.98 1.89
Total 944,358,635.86 109.01
Note: The total revenue of top five customers is more than the total revenue of the company this year. It is mainly
because that Guodian Xi’an Thermopower Co., Ltd cancelled the boiler equipment supply contract with the
company, and the product already sold was returned. Thus the revenue recognized in previous period was reversed
this year.
28. Revenue from the construction contracts
Recognised profits
Accumulated
to date (recognised
Project Total amount Construction costs Progress billings
losses as negative
incurred to date
figure)
Fixed price construction contract 3,679,535,434.43 2,115,714,322.50 181,950,590.52 2,183,652,516.96
including:
ALSTOM Power Inc. 1,797,750,536.22 698,844,997.12 94,944,600.20 763,789,597.32
Binzhou Beihai New Materials Co., Ltd 478,632,478.63 322,703,398.81 38,870,736.91 354,666,666.65
150
2013 Annual Report of Wuhan Boiler Company Limited
Gansu Diantou Jinchang Generating 258,974,358.97 225,980,984.97 19,408,033.38 233,076,923.10
Co., Ltd
ALSTOM Boiler Deutschland GmbH 387,794,073.77 280,444,731.77 104,599,424.25 383,789,290.51
PT INDAH KIAT PULP 235,769,994.20 231,272,750.88 -45,807,016.87 185,465,733.93
&PAPER ,TBK
29. Business tax and surcharges
Item 2013 2012 Base of payment
Business tax 2,060.00
Urban maintenance and construction tax 144.20 Note 3
Education surtax 61.80
Watercourse and embankment tax 20.60
Note 3
Local education surtax 41.20
Total 2,327.80
Note: Business tax and surcharges decreases by 100% this year, it’s due to the non-occurrence of taxable service
in 2013.
30. Selling expenses
Item 2013 2012
Salary & bonus 5,038,957.98 4,104,359.55
Social insurance 578,868.33 506,322.92
Travel expenses 1,612,474.29 213,911.80
Housing fund 155,351.00 132,782.00
Business entertainment expenses 243,742.80 97,712.51
Depreciation 404,536.06 487,849.93
Lease expenses 160,234.59 266,830.68
Others 9,868,711.87 4,323,744.76
151
2013 Annual Report of Wuhan Boiler Company Limited
Item 2013 2012
Total 18,064,889.92 10,133,514.15
Note: Selling expenses increased by 78.25% this year. The main reason is that as to expand the product selling, the company took
part in number of tendering projects, the related selling expenses of sales department and tendering expenses increased accordingly
this year.
31. Administration expenses
Item 2013 2012
Salary & Benefit 12,542,120.37 11,166,490.98
Social insurance 1,244,291.84 1,051,280.35
Property tax and Land use tax 3,303,209.52 3,457,161.38
Insurance expenses 1,926,365.83 1,772,238.71
Travel expenses 2,397,408.19 1,499,133.28
Housing fund 243,471.00 229,861.00
Training expenses 8,088.97 261,724.20
Amortization of intangible assets 2,441,330.06 3,153,000.59
Business entertainment expenses 351,906.17 1,035,737.63
Depreciation 644,553.75 1,005,135.34
Consultant service expenses 8,401,332.86 1,602,694.56
Lease expenses 2,186,142.64 1,560,548.58
Employee retirement fees and other benefits -1,432,665.17 73,930.76
Changeover withholding on VAT caused by idle inventory 8,650,032.18
Others 2,096,101.54 810,594.96
Total 36,353,657.57 37,329,564.50
152
2013 Annual Report of Wuhan Boiler Company Limited
32. Financial expenses
Item 2013 2012
Interest expenses 94,809,540.81 91,462,500.84
Less Interest income
： 226,407.11 162,529.26
Foreign exchange loss -3,766,555.45 2,956,985.69
Surcharges 548,135.15 416,905.07
Amortization of unrecognized financing charges 900,971.55 612,963.00
Discount of bills 2,026,629.58
Total 94,292,314.53 95,286,825.34
33. Impairment losses
Item 2013 2012
1. Provision for Impairment loss of bad debts -28,503,923.96 -37,032,431.19
2. Impairment loss of inventories 39,685,229.17 27,852,625.49
Total 11,181,305.21 -9,179,805.70
Notes: Assets impairment loss increased by 221.80%, mainly due to the increase of non-project raw material
impairment increase and bad-debt provision reversed for the strengthening AR collection;
34. Fair value gains
source 2013 2012
Hedging-trade -67,448.47 2,356,173.93
Total -67,448.47 2,356,173.93
Notes: The gain/loss on FV change decreases by RMB 2,423,622.40 in comparison with that of last year. This is
mainly due to decrease of FV gain from unexpired hedging instruments and hedged items.
153
2013 Annual Report of Wuhan Boiler Company Limited
35. Non-operating gains
Item 2013 2012
1. Gain on disposal of non-current assets 441,377.67 9,102.41
including Gain on disposal of fixed assets
： 441,377.67 9,102.41
2. The government subsidies 277,776.00 277,776.00
3. Rewards 700,000.00
4. Indemnity or fine claimed 2,012,262.77 420,000.00
5.Others 22,506.21 1,325,238.98
Total 3,453,922.65 2,032,117.39
Note: The non-operating gains increased 69.97%. It’s mainly due to the increase of gain on disposal of fixed assets, rewards, and
indemnity this year.
Details of government subsidies
Categories 2013 2012
Asset base 1 Revenue of land use right of new factory
． 277,776.00 277,776.00
Total 277,776.00 277,776.00
Note: The government subsidies are amortized deferred income related to land use right of new factory.
36. Non-operating losses
Item 2013 2012
1.Loss on disposal of non-current assets 126,100.98 4,605.96
Including: Loss on disposal of fixed assets 126,100.98 4,605.96
2. Others 11,175.34 8,000.00
Total 137,276.32 12,605.96
Note: The non-operating expenses increased by 988.98%. It’s mainly due to increase in disposal of retired fixed
assets.
154
2013 Annual Report of Wuhan Boiler Company Limited
37. Income tax expense
Item 2013 2012
Deferred income tax 5,016,123.13 23,333,169.80
Total 5,016,123.13 23,333,169.80
38. Calculation procedure of basic earnings per share and diluted earnings per share
A Basic earnings per share=P÷S=-94,341,156.10÷297,000,000.00= -0.40
．
S=S0+S1+Si×Mi÷MO-Sj×Mj÷MO-Sk
In the equation above, P represents the net profit or profit after deducting extraordinary gain or loss attributable to
ordinary shareholders. S represents the weighted average number of ordinary shares during the period. S0
represents the number of ordinary shares at the beginning of the period. S1 represents the number of additional
ordinary shares issued on capital surplus transfer or share dividends appropriation; Si represents the number of
ordinary shares issued in exchange for cash or issued as a result of the conversion of a debt instrument to ordinary
shares during the period. Sj represents reduced number of ordinary shares such as shares buy back. Sk represents
the number of a reverse share split. MO represents the months during the period. Mi represents the months from
the following month after issuing incremental shares to the end of the period. Mj represents the months from the
following month after reducing shares to the end of the period.
(A) Diluted Earnings Per Share =[P+(Diluted potential common stock dividends-convert cost) /(S0 S1
＋ ＋
Si×Mi÷MO–Sj×Mj÷MO–Sk+ The weighted average number of incremental ordinary shares on warrants, options,
convertible debt and so on . ）
In the equation above, P represents the net profit or profit after deducting extraordinary gain or loss attributable to ordinary
shareholders. When calculating the diluted Earnings per Share, company considered in sequence from dilutive potential ordinary
shares to get the lowest earnings per share.
For business combination under the same control during the reporting period and the combing party issuing new
shares as consideration, when calculating the EPS at the end of reporting period, company should treat these
shares as normal outstanding shares at the beginning of combining date (Weighting coefficient is 1). When
calculating the EPS during the comparing period, company should treat these shares as normal outstanding shares
at the beginning of comparing period. When calculating the EPS after deducting extraordinary gain or loss at the
end of reporting period, company should treat these new shares as issued one month after the combing date. When
calculating the EPS after deducting extraordinary gain or loss during the comparing period, company should
ignore these new shares (Weighting coefficient is 0).
155
2013 Annual Report of Wuhan Boiler Company Limited
For business combination under the same control at the accounting period and the combining party issuing new
shares as consideration, when calculating the EPS at the accounting period or the comparing period, company
should use the basic EPS method to treat these new shares.
Unlisted company purchases listed company by issuing share to become a listed company indirectly, when
calculating the EPR during the reporting period:
Weighted average number of ordinary shares during the period = (Weighted average number of shares from the
beginning of reporting period to the end of the month which combination happened) + (Weighted average number
of shares from the next month of the combination to the end of the reporting period)
Weighted average number of shares from the beginning of reporting period to the end of the month which
combination happened = Weighted average number of shares of the acquirer (subsidiary in law) × Share exchange
rate in the acquisition agreement ×number of months from the beginning to the month which acquisition happens
÷ number of months during the period
Weighted average number of shares from the next month of the combination to the end of the reporting period =
Weighted average number of shares of the acquiree (parent in law) ×number of months from the next month to the
end of period ÷ number of months during the period
Unlisted company purchases listed company by issuing share to become a listed company indirectly, when
calculating the EPR during the comparing period:
Weighted average number of ordinary shares during the period = Weighted average number of shares of the
acquirer (subsidiary in law) × Share exchange rate in the acquisition agreement.
39. Relevant information about cash flow statement
(1) Other cash received from operating activities
Item Amount
Other cash received relating to operating activities 5,734,768.98
Including: Indemnity or fine claimed 2,012,262.77
Rewards 700,000.00
Amount received from Wuhan Boiler (Group) Co., Ltd. 3,000,000.00
156
2013 Annual Report of Wuhan Boiler Company Limited
(2)Other cash paid from operating activities
Item Amount
Other cash paid relating to operating activities 39,961,404.79
Including:
Consultant service expenses 9,943,580.18
Tender expenses and others 9,730,457.79
Deduction of employees’ stock 5,374,287.39
Travel expenses 4,029,916.65
Lease expenses 2,908,859.47
Security expenses 1,926,365.83
Processing expenses 548,135.15
Tender guarantee 2,400,000.00
(3)Other cash received from investing activities
Item Amount
Cash received relating to financing activities 226,407.11
Including: Interest income 226,407.11
(4) Other cash paid relevant to investment activities
No other cash paid relevant to investment activities during report period.
(5) Other cash received relevant to financing activities
No other cash received relevant to financing activities during report period.
(6) Other cash paid relevant to financing activities
No other cash paid relevant to financing activities during report period.
40. Supplementary information of cash flow statement
Supplementary information 2013 2012
1. Reconciliation of net profit to net cash flows generated from operations
：
Net profit -121,200,525.49 -94,928,382.44
157
2013 Annual Report of Wuhan Boiler Company Limited
Supplementary information 2013 2012
Provision for impairments of assets. 11,181,305.21 -147,186,362.86
Depreciation of fixed assets, oil-gas assets and productive biological assets 38,733,712.28 42,094,269.15
Amortization of intangible assets 6,265,776.05 7,929,382.37
Amortization of long-term deferred expense
Losses/gains on disposal of property, plant and equipment, intangible asset and -315,276.69 -4,496.45
other long-term assets (gains: negative)
Losses/gains on scrapped of fixed assets (gains: negative)
Losses/gains from variation of fair value (gains: negative) 67,448.47 -2,356,173.93
Finance cost (income: negative) 91,717,549.80 95,286,825.34
Investment loss (gains: negative)
Decrease in deferred tax assets (increase: negative) 5,016,123.13 23,333,169.80
Increase in deferred tax liabilities (decrease: negative)
Decrease in inventory (increase: negative) 48,113,461.10 207,131,838.57
Decrease in accounts receivable from operating activities (increase: negative) 61,766,488.40 125,166,260.59
Increase in payables from operating activities (decrease: negative) -89,609,082.36 -172,782,472.98
Others
Net cash flows generated from operating activities 51,736,979.90 83,683,857.16
2. Significant investing and financing activities without involvement of cash
receipts and payments
Debt converted to capital
Finance leased fixed assets
3. Movement of Cash and cash equivalent:
Closing balance of Cash 8,283,224.28 131,071,052.35
Less: opening balance of cash 131,071,052.35 20,388,030.03
Plus: closing balance of cash equivalent
Less: opening balance of cash equivalents
The net increase in cash and cash equivalents -122,787,828.07 110,683,022.32
(2)Relevant information of acquisition or disposal of subsidiaries and other operation entities in the report
period
None
(3)Cash and cash equivalents:
Item 2013 2012
1. Cash
Including: Cash on hand
Bank deposit on demand 8,283,224.28 131,071,052.35
Other cash and cash equivalent on demand
158
2013 Annual Report of Wuhan Boiler Company Limited
Item 2013 2012
Central Bank deposit on demand
Due from banks
Call loan to banks
2. Cash equivalent
Including: bond investments due in three months
3. Closing balance of cash and cash equivalents 8,283,224.28 131,071,052.35
41. Statement of changes in owners’ equity Note
None
VIII. Related Party Relationships and Transactions
1. The parent company of the relevant information:
Parent Relationship Business Type Registration Legal Nature of the Registered Capital
company Representative business
ALSTOM Shareholder Foreign-owned Fifth floor. Dominique Lawfully USD60,964,400.00
(China) enterprises QianKun Pouliquen investing in
Investment building ,No. 6 , fields in which
Co., Ltd. West No 6 street, foreign
Sanlitun, investment is
chaoyang district, permitted by
Beijing the State
Parent company The parent company's The parent company's The ultimate controlling Organization
shareholding (%) voting right (%) party of the Company Code
ALSTOM (China) 51 51 ALSTOM Holdings 71092378-2
Investment Co., Ltd.
2. Subsidiary of the Company relating to information disclosure:
Subsidiary Registered Type Nature Principal Legal representative Registered Percentage of Percent Organization
address activities capital(RMB) Shareholding age of Code
% voting
right
%
586
Wuhan Lan Control Control Guowei Boiler, energy 20,000,000.00 95% 95% 73753132-4
Wuluo
Rd.,
Xiang Power shareholder shareholder Wuhan Yang environmental
159
2013 Annual Report of Wuhan Boiler Company Limited
Subsidiary Registered Type Nature Principal Legal representative Registered Percentage of Percent Organization
address activities capital(RMB) Shareholding age of Code
% voting
right
%
Environmenta protection products,
l Protection Steel structures,
Technology technology research of
Company heat energy products
Limited and its accessorial
equipment, design,
technical Consultancy,
technical service, sales
of developed products,
energy project
(non-construction
project)
3. Other related parties
Company Relationship Organization Code
ALSTOM POWER Inc. A subsidiary of ultimate holding
company
ALSTOM Boiler France A subsidiary of ultimate holding
company
ALSTOM Boiler Deutschland GmbH A subsidiary of ultimate holding
company
ALSTOM Power Service GmbH A subsidiary of ultimate holding
company
ALSTOM Power Energy A subsidiary of ultimate holding
company
ALATOM Estonia AS A subsidiary of ultimate holding
company
ALSTOM IS&T SAS A subsidiary of ultimate holding
company
ALSTOM Power Ltd. A subsidiary of ultimate holding
company
ALSTOM s.r.o A subsidiary of ultimate holding
company
ALSTOM Holdings Ultimate holding company
ALSTOM (Switzerland) Ltd. A subsidiary of ultimate holding
company
ALSTOM (Wuhan) Engineering & Technology Co., Ltd. A subsidiary of ultimate holding 77459437-5
company
160
2013 Annual Report of Wuhan Boiler Company Limited
Company Relationship Organization Code
ALSTOM (Beijing) Engineering & Technology Co., Ltd. A subsidiary of ultimate holding
company
ALSTOM Technical Services (Shanghai) Co., Ltd. A subsidiary of ultimate holding 60742241-0
company
Wuhan Boiler (Group) Co., Ltd. The second largest shareholder 17771651-4
Wuhan Boiler (Group) Valve Co., Ltd. Subsidiary of the second largest 30024542-1
shareholder
Wuhan Boiler (Group) Engineering & Technology Co., Ltd. Subsidiary of the second largest 87769907-3
shareholder
Wuhan Boiler (Group) Yuntong Co., Ltd. Subsidiary of the second largest 30024726-7
shareholder
4. Related party transactions
(1) Purchase and service received
Related parties Details of Rule of 2013 2012
Amount Proportion Amount Proportion
transaction price %
） （ %
） （
setting
ALSTOM Technical Raw Market 57,394,230.77 11.21
Services (Shanghai) Co., material price
Ltd.
ALSTOM s.r.o Equipment Market 267,510.75 0.07
price
Alstom Power Energy Raw Market 11,683.46 0.002 19,355.91 0.01
material price
ALSTOM Boiler France Raw Market 60,790.72 0.02
material price
ALSTOM Boiler Raw Market 84,159.34 0.02
Deutschland GmbH material price
ALSTOM Boiler Labor Market 701,196.45 4.64
Deutschland GmbH service price
Wuhan Boiler (Group) Transport Market 1,679,293.00 16.40
Yuntong Co., Ltd. service price
Sales and service provided
Related parties Details of Rule of price 2013 2012
Proportion Proportion
transaction setting Amount Amount
%
） （ %
） （
ALSTOM Estonia A.S Sales of Market price 6,938,366.95 0.81 84,862,897.74 11.40
products
ALSTOM Boiler Sales of Market price 18,864,296.95 2.19 155,422,838.84 20.87
Deutschland GmbH products
ALSTOM Boiler Sales of Market price 220,432.59 1.05
161
2013 Annual Report of Wuhan Boiler Company Limited
Related parties Details of Rule of price 2013 2012
Proportion Proportion
transaction setting Amount Amount
%
） （ %
） （
Deutschland GmbH materials
ALSTOM (Wuhan) Labor Market price 425,258.82 34.72 2,870,277.82 100.00
Engineering & Technology service
Co., Ltd.
ALSTOM Technical Sales of Market price 180,000.00 0.02
Services (Shanghai) Co., parts
Ltd.
ALSTOM Power INC. Labor Market price 1,346,000.50 6.41
service
ALSTOM Power INC. Sales of Market price 526,554,872.39 61.15 262,549,439.35 35.26
products
(2) Information of related party trusteeship/contract
None.
(3) Information of related party lease
None.
(4) Information of related party guarantee
None.
(5)Related party call loan
None.
(6) Information about assets transfer, debt reorganization of related parties
None.
(7 )Other related party transactions
Related parties Transactions 2013 2012
ALSTOM (Switzerland) Ltd. PMX supporting fees 2,372,865.61 2,720,562.24
ALSTOM (Switzerland) Ltd. PDMS software application service 318,063.84 406,121.21
fees
ALSTOM Holdings Training fees 80,134.70 73,489.51
ALSTOM IS&T SAS ITSAS fees 4,569,418.34 4,972,283.36
ALSTOM IS&T SAS Telepresenc maintenance fees 960,690.29
ALSTOM (China) Investment Co., Ltd. ITSSC service fees 3,791,857.41 3,436,203.51
ALSTOM (China) Investment Co., Ltd. Training fees 45,792.00
ALSTOM (Wuhan) Engineering & Technology Project Testing fees 100,000.00 272,140.00
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Related parties Transactions 2013 2012
Co., Ltd.
ALSTOM (Wuhan) Engineering & Technology Translation fees 187,452.00
Co., Ltd.
ALSTOM (Switzerland) Ltd. SAP B1 Financial software cost 49,584.08 89,582.90
(3)ALSTOM (China) Investment Co., Ltd entrust China Construction Bank to provide a shareholder’s entrusted loan to Wuhan
Boiler Co., Ltd. The amount is RMB1,429,200,000.00 with a floating downward 10% of PBoC benchmark interest rate. The
cumulative interest expenses in 2013 were RMB87,609,540.82.
5. Amounts due from/to related parties
Amount due from related parties
Closing balance Opening balance
Item Related parties Provision for Provision for
Balance Balance
doubtful debts doubtful debts
Accounts Wuhan Boiler (Group) 4,854,995.28 4,854,995.28 4,854,995.28 970,999.06
receivable Engineering &
Technology Co., Ltd.
ALSTOM Power Inc. 115,157,792.48 3,455,587.32 74,032,613.97 2,220,978.42
ALSTOM Boiler 129,576.22 25,915.24 128,017.09 7,681.03
Deutschland GmbH
Alstom Estonia AS 6,508,665.06 195,259.95
Prepayment ALSTOM Technical 13,260,000.00 16,355,000.00
Services (Shanghai)
Co., Ltd.
Other Wuhan Boiler (Group) 61,030,488.11 16,353,377.52 64,030,488.11 12,895,907.62
receivables
Co., Ltd.
Wuhan Boiler (Group) 240,571.49 48,114.30 240,571.49 48,114.30
Valve Co., Ltd.
Wuhan Boiler (Group) 10,171.01 2,034.20 10,171.01 2,034.20
Yuntong Co., Ltd.
ALSTOM Boiler 617,080.03 18,512.40 1,314,304.59 39,429.14
France
ALSTOM 568,373.05 17,051.19
(Switzerland) Ltd.
ALSTOM Boiler 388,420.68 16,284.65 3,558,987.14 106,769.61
Deutschland GmbH
ALSTOM (China) 3,200,336.47 190,807.11
Investment Co., Ltd.
ALSTOM (Beijing) 14,074.73 422.24
Engineering &
Technology Co., Ltd.
ALSTOM (Wuhan) 245,749.37 7,372.48 1,250,711.46 37,521.34
Engineering &
Technology Co., Ltd.
ALSTOM Power 36,157.65 1,084.73 36,157.65 1,084.73
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2013 Annual Report of Wuhan Boiler Company Limited
Closing balance Opening balance
Item Related parties Provision for Provision for
Balance Balance
doubtful debts doubtful debts
Inc.
Amount due to related parties
Item Related parties Closing balance Opening balance
Accounts payable Wuhan Boiler (Group) Yuntong Co., Ltd. 17,440.01 17,440.01
Wuhan Boiler (Group) Valve Co., Ltd. 321,360.26 432,528.34
Wuhan Boiler (Group) Engineering & Technology Co., Ltd. 19,125,755.73 19,125,755.73
ALSTOM Technical Services (Shanghai) Co., Ltd. 31,966,529.92 4,767,000.00
ALSTOM Boiler Deutschland GmbH 949,656.90 1,030,026.87
ALSTOM (China) Investment Co., Ltd. 852,425.05
ALSTOM Power Inc. 443,650.07 488,787.14
ALSTOM s.r.o 11,281.33 11,759.71
ALSTOM (Switzerland) Ltd. 795,968.75 20,215.17
Alstom Power Energy 9,247.07 29,970.10
Alstom Power Service GmbH 84,159.34
Advance from customers Alstom Estonia AS 2,583,944.83
ALSTOM Boiler Deutschland GmbH 92,987,393.31 344,703,704.47
ALSTOM Power Inc. 593,306,874.69 374,284,067.80
Other payable Wuhan Boiler (Group) Co., Ltd. 974,056.13 974,056.13
ALSTOM (China) Investment Co., Ltd. 3,117,745.60 1,438,206.83
ALSTOM IS&T SAS 4,394,244.13 9,487,835.67
ALSTOM (Switzerland) Ltd. 1,342,660.11 2,756,251.11
ALSTOM Power Ltd. 88,376.46 87,948.88
ALSTOM Holdings 21,043.34
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IX. Contingency
1. Contingent liabilities and its fiscal effect arising from unsettled lawsuit or arbitration
(1). The company had a dispute arising from the execution of the contract - ‘2×200MW coal-fired boiler
economical contract’ with Shanxi Zhenxin (Group) Co., Ltd. In April 2010, the company sued in the higher
people’s court of Shanxi Province, and required Shanxi Zhenxin (Group) Co., Ltd. to repay the totally contract
amount of RMB 47.97 million, penalty and interest of RMB 22.05 million. In October 2011, after many trials, the
higher people’s court of Shanxi Province made a judgment that Shanxi Zhenxin (Group) Co., Ltd. shall pay the
contract amount and its corresponding interest of totally RMB39.82 million to the company. In the executive
process of the sentence, the company found that the higher people’s court of Shanxi Province made a false
determination of facts of this case relating to the name change of Shanxi Zhenxin (Group) Co., Ltd. in the court
judgment, thus the company applied to the supreme people’s court of PRC for retrial. In April 2013, the supreme
people’s court of PRC ordered that the higher people’s court of Shanxi Province shall retry this case; in the retrial
process, the enforcement of the original judgment shall be suspended. After the trial, in April 2014, the higher
people’s court of Shanxi Province ruling as follows: 1. abrogation of Jin Min Chu Zi (2010) No.8 civil judgment
made by the higher people’s court of Shanxi Province; 2. rescission of the contract signed between the company
and the defendant Shanxi Zhenxin (Group) Co., Ltd; 3. The defendant Shanxi Zhenxin (Group) Co., Ltd shall
repay contract amount of 47.97 million yuan and its corresponding interest to the company within 15 days after
this sentence (because the advance deposit of 8.15 million yuan paid for No.2 boiler is transferred as a part of
payment for No.1 boiler, 8.15 million yuan of the total debt 47.97 million of No.1 boiler need not to be paid); 4.
rejecting the company's other claims.
The company has accrued the bad debt provision for this receivable based on the aging analysis method
(2) . In November 2001, Shenzhen Wangda Caiyin Packaging Co., Ltd. and the company signed a boiler supply
contract which contract No. is 2001 Dianxiao 011. In September 2003, two parities reached a supplemental
agreement which stipulated that Jiangsu Wangda Paper Co., Ltd. (referred to ‘Jiangsu Wangda’) shall perform the
rights and obligations of contract. In February 2004, after the company received the advance deposit, the company
organized the work of designing, production and expanding purchase. In November 2004, Jiangsu Wangda
required the company to delay the delivery date and stopped paying the remaining payments, which result in the
suspension of this project until now. In April 2011, Jiangsu Wangda sent a letter to the company, in which it
required rescission of the contract and return of the advance payment. However, the company maintained, due to a
large amount of cost arising from organization of design, production and expanding purchase in this project, the
company agreed to terminate the contract on the basis of no refund of advance deposit and compensation of the
loss, whilst Jiangsu Wangda disagreed on the company’s opinion. Due to the disagreement of rescission of the
contract by both parties, Jiangsu Wangda took a legal action to the intermediate people’s court of Wuhan. Until
the reporting date, this case is still in the trial of the intermediate people’s court of Wuhan.
The company will safeguard the legitimate rights and interests of the company through legal actions. The above
matters will not be expected to have a significant impact to the company’s financial position.
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th
(3) . On June 28 2013, ‘amendments to constitution of Wuhan Boiler Co., Ltd’ (referred to ‘amendments to
constitution ’) was approved at annual general meeting of shareholders held in 2012. The main points of modified
content include: Article 74, the Power of Attorney shall be issued respectively for each shareholder meeting , shall
not be accredited for long-term; the proxy shall not delegate to others; if the proxy who is a shareholder accepts
the authority of five or more than five shareholders, the proxy shall collet the voting rights based on the relevant
requirements of proxy solicitation system of the company and go through the relevant procedures; the proxy who
is not a shareholder cannot accept the authority of five or more than five shareholders except the solicitor. Article
80, the solicitor is the independent director of the Board of Directors of the company, or the shareholder who
individually or jointly holds more than 1 per cent of the issued shares of the company; the solicitor shall hire a law
firm or state notarial organ to review the qualification of the solicitor, solicitation scheme, authority letters of
proxy solicitation, veracity of performing proxy solicitation, validity of performing proxy solicitation and so on,
then issue a legal opinion. This legal opinion or notarial certificate should be disclosed in the specified media with
the report of proxy solicitation and authority letters of proxy solicitation. According to the requirements of
Shenzhen Stock Exchange, Shanghai Jintiancheng law firm issued the ‘legal opinion’ on these amendments.
Shanghai Jintiancheng law firm maintained that these amendments did not violate the mandatory provisions of
current laws and regulations, and it limited the legitimate rights and interests of minority shareholders without
merit.
Zhenbiao Tan, the exchangeable-share holders of the company, believed that this amendments limited public
shareholders to reasonably perform their civil rights and harmed the rights and interests of public shareholders.
Thus, he maintained that the amendments was invalid and sued in the people’s court of Wuhan Donghu New
Technology Development Zone. Until the reporting date, this case is still in the trial of the people’s court of
Wuhan Donghu New Technology Development Zone.
The company believes that the above matters will not have a significant impact to the company’s financial
position.
2. Contingent liabilities and its fiscal effect arising from guarantee offered to other companies
Other contingent liabilities and its fiscal effect: none.
X. Commitments
1. Significant commitments
(1)Capital commitments
Up to 31 December 2013, the commitment related to purchases of long-term assets which the contract were signed but not reflected
in the financial statements amounted to RMB2,414,310.38, USD157,085.00, EUR15,071.50.
(2)Other commitments
Up to 31 December 2013, the unexpired bonds issued by the company amount to: performance bond RMB29,454,240.00, tender
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2013 Annual Report of Wuhan Boiler Company Limited
bond RMB2,400,000.00 and U.S dollar guarantee bond USD3,126,923.00
2. The performance of previous commitments
(1) The release of bonds this year amounts to: performance bond RMB22,950,000.00, tender bond RMB11,000,000.00, and payment
guarantee bond RMB12,156,110.00.
(2)The performance of previous year's capital commitments: the amount of prior year's capital commitments fulfilled in 2013 was
RMB70,200.00.
XI. Events after the Balance Sheet Date
On April 9th 2014, ‘Wuhan Boiler Co., Ltd debt-for-equity scheme’ was approved in accordance with the
resolution of the 4th Meeting of the 6th section of Board of Director. This scheme is that 1.68 billion yuan debt
owed to Alstom (China) Investment Co., Ltd by the company as of March 31, 2014, will be transferred into
440,944,881 unlisted and non-tradable shares.
The conversion price of this scheme is no less than the average price of stock exchange within 20 trading days
before the announcement date of the board resolution, and is recognized at 4.81 HK dollar per share (on the date
of the board resolution, the currency exchange rate is 1 HK dollar for 0.79302 Yuan, so the conversion price is
equivalent to 3.81 Yuan per share).
After the implementation of this scheme, the net assets of Wuhan Boiler Co., Ltd will be positive.
This scheme has yet to be approved by the general meeting of the company shareholders. It is possible this
scheme is unable to obtain the approval of shareholders’ general meeting.
XII. Other significant events
1.Exchange of non-monetary assets
None
2.Debt reorganization
None
3. Enterprises combination
None
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4. Lease
None
5. Closing financial instruments that externally published and able to convert into shares
None
6. Asset and Liability with fair value measurement
None
7. Financial assets and financial liability in foreign currency
None
8. Details of annuity plan and significant changes
None
9. Other significant events
Through friendly consultation, with the approval of Duodian Group, Guodian Xi’an Thermopower Preparatory Office (Xi’an
Thermopower) and the company have reached an agreement to exchange the boiler equipment of Xi’an thermopower project to
Guodian Tai’an Thermopower Co., Ltd. The company has committed to properly deal with the issues of Xi’an Project including the
close-out of project and the return of prepayment, after the signature of Tai’an supply contract and execution of this contract. In
March 2013, Tai’an Thermopower Co., Ltd. signed a boiler purchase contract (Contract No. of buyer: GDTA-GLZJ-2013-001;
Contract No. of seller: 2013E-001 (Tai’an)) with the company, and prepaid the 10 per cent of contract price.
On Jan 28th 2014, Xi’an Thermopower, Tai’an Thermopower and the company signed an agreement – Agreement on the issues of
terminating boiler equipment supply contract between Guodian Xi’an Thermopower and Wuhan Boiler Co., Ltd. According to this
agreement, the boiler purchase contract signed by Xi’an Thermopower and the company will be terminated. The company will
delegate Tai’an Thermopower Co., Ltd. to pay 30.85 million Yuan of prepayment to Xi’an Thermopower. Xi’an Thermopower Co.,
Ltd. and the company no longer assume the responsibilities and obligations in the contract. The amount effecting the company’s
financial position and operation is RMB-5,850,651.88.
XIII. Notes of financial statements of parent company
1. Accounts receivable
(1)Accounts receivable by categories are as follows:
Closing balance
Category
Balance Provision for doubtful debts
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Proportion Proportion
Amount Amount
(%) (%)
Individually significant receivables
24,820,000.00 6.79 24,820,000.00 100
Group A (using aging analysis) 311,755,182.08 85.27 104,050,713.72 33.38
Other insignificant receivables but still
29,042,460.00 7.94 16,004,460.00 55.11
are impaired individually
Total 365,617,642.08 100.00 144,875,173.72 39.62
Description for categories of accounts receivable:
Note: the monetary standards of provision for bad debts of the individually significant receivables is top 5 account
receivables at year end, which he impairment test is carried on individually. For significant receivables, if there
are substantive evidences indicating that a receivable has been impaired, a provision for bad debts should be made;
if a receivable is found not to be individually impaired, it should be included in a group of similar credit risk
characteristics receivables and a collective assessment of impairment should be made. Receivables which are not
significant, but still need individually recognition of bad debt provision, if there are substantive evidences shown
there is a special impairment of insignificant receivables, then they need individually impairment tests.
Notes for Individually significant receivables:
Item Closing balance Bad debt provision Provision % Reasons for provision
Dongfang Xiwang The Company is required to bear part of the
Baotou Xitu Aluminium 24,820,000.00 24,820,000.00 100% subsequent costs and thus the receivable amount
Co., Ltd is not expected to be fully recoverable.
Total 24,820,000.00 24,820,000.00 --
In the groups, accounts receivable adopting aging analysis method to accrue bad debt provision:
√ Applicable □ Not applicable
Closing balance
Aging of receivables Balance
Provision for doubtful debts
Amount Proportion (%)
Within 1 year (including 1 year) 190,066,260.86 60.97 5,701,987.83
1-2 years(including 2 years) 9,038,000.00 2.90 271,140.00
2-3 years(including 3 years) 2,047,451.61 0.66 122,847.10
3-4 years(including 4 years) 242,676.22 0.08 48,535.24
4-5 years(including 5 years) 15,568,237.30 4.99 3,113,647.46
Over 5 years 94,792,556.09 30.41 94,792,556.09
Total 311,755,182.08 100.00 104,050,713.72
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In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision
□ Applicable √ Not applicable
In the groups, accounts receivable adopting other methods to accrue bad debt provision
□ Applicable √ Not applicable
Accounts receivable with insignificant single amount for which bad debt provision separately accrued
√ Applicable □ Not applicable
Unit: RMB Yuan
Item Closing balance Bad debt provision Provision % Reasons for provision
Datang Liaoyuan Power Plant 11,010,000.00 2,202,000.00 20% Deduction for product quality issues
Gansu Diantou Jinchang The retention money is difficult
580,000.00 580,000.00 100% to be fully received.
Generating Co., Ltd.
Guodian Lanzhou Thermopower The Company is required to bear part
Co., Ltd. of the subsequent costs and thus the
4,500,000.00 270,000.00 6%
receivable amount is not expected to
be fully recoverable.
Gansu Datang Xigu The retention money is difficult
Thermoelectric Co., Ltd.
12,952,460.00 12,952,460.00 100% to be received due to product
quality issues.
Total 29,042,460.00 16,004,460.00 -- --
(2) Bad debt recovery
Company Reasons for recovery Reasons for provision Accumulated Recovered
provision for amount
doubtful debts
before recovery
Datang Liaoyuan The receivable Deduction for product 2,598,000.00 8,480,000.00
Power Plant amount has been quality issues
recovered.
Guodian Lanzhou The receivable The Company is required to 9,730,000.00 23,603,300.00
Thermopower Co., amount has been bear part of the subsequent
Ltd. recovered. costs and thus the
receivable amount is not
expected to be fully
recoverable.
Shanxi Datang The receivable Deduction for product 12,853,600.00 18,612,000.00
International amount has been quality issues
Yungang Thermal recovered.
Power Co., Ltd.
China National The receivable The retention money is 8,173,446.10 8,173,446.10
Machinery Import amount has been difficult to be received due
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2013 Annual Report of Wuhan Boiler Company Limited
Company Reasons for recovery Reasons for provision Accumulated Recovered
provision for amount
doubtful debts
before recovery
and Export recovered. to the quality issues.
Corporation
Shanxi Lu’an Yuwu The receivable Over 5 years 1,480,000.00 1,480,000.00
Thermopower Co., amount was
Ltd. recovered.
ShuangyashanTherm The receivable Over 5 years 2,900,000.00 2,900,000.00
opower Co., Ltd. amount was
recovered.
Xinjiang Huadian The receivable Over 5 years 1,000,000.00 1,000,000.00
Changji amount was
Thermopower Phase recovered.
Ⅱ Co., Ltd.
Xinxiang Yuxin The receivable Over 5 years 349,996.70 349,996.70
Electricity amount was
Generating CO., Ltd. recovered.
Zhenzhou Gas The receivable Over 5 years 2,547,589.64 2,547,589.64
Electricity amount was
Generating CO., Ltd. recovered.
Total 41,632,632.44 67,146,332.44
The bad debt provision of accounts receivable with significant single amount or insignificant single amount for
which separately made impairment test at the end of report period: none.
Notes to accounts receivable with insignificant single amount but large risks of groups after grouping by credit
risks characteristics: none.
(3) The write-off accounts receivable: none.
(4) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of
the Company
□ Applicable √ Not applicable
(5) Nature or content of other receivables with significant amount
□ Applicable √ Not applicable
(6)Information of top 5 accounts receivable:
Relationship with
Company Amount Age Proportion
the Company
Alstom Power Inc. Affiliated 115,157,792.48 115,129,340.87 31.50
within 1 year,
28,451.61 for 2-3
years
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Relationship with
Company Amount Age Proportion
the Company
Shanxi Zhengxin Group Co., Ltd. Non-affiliated 39,820,000.00 Over 5 years 10.89
Shandong Luneng Materials Group Co., Ltd. Non-affiliated 39,290,000.00 Within 1 year 10.75
Guodian Tai’an Thermopower Co., Ltd. Non-affiliated 27,496,919.99 Within 1 year 7.52
Dongfang Xiwang Baotou Xitu Aluminium Non-affiliated 24,820,000.00 12,910,000.00 for 6.79
Co., Ltd. 4-5 years;
11,910,000.00 for
more than 5 years
Total 246,584,712.47 67.45
(7)Accounts receivable due from related parties
Company Relationship with the Company Amount Proportion
ALSTOM Boiler Deutschland GmbH A subsidiary of the ultimate holding 129,576.22 0.04
company
Alstom Power Inc. A subsidiary of the ultimate holding 115,157,792.48 31.50
company
Wuhan Boiler (Group) Engineering & A subsidiary of the second largest 4,854,995.28 1.33
Technology Co., Ltd. shareholder
Total 120,142,363.98 32.87
(8) Information of accounts receivable that terminated recognition
□ Applicable √ Not applicable
(9) If securitization is carried out on accounts receivable as the underlying assets, please list amount of
assets and liabilities arising from further involvement
□ Applicable √ Not applicable
2. Other receivables
(1)Other receivables disclosed by type:
Closing balance
Categories Balance Provision for doubtful debts
Amount Proportion (%) Amount Proportion (%)
Individually significant receivables 26,673,222.30 23.65 26,673,222.30 100.00
Group A (using aging analysis) 76,923,804.99 68.19 24,716,703.91 32.13
Group B (No doubtful debt provision for 6,564,340.29 5.82
account receivables)
Other insignificant but individually 2,636,308.95 2.34 2,636,308.95 100.00
impaired receivables
Total 112,797,676.53 100.00 54,026,235.16 47.90
Opening balance
Categories Balance Provision for doubtful debts
Amount Proportion (%) Amount Proportion (%)
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2013 Annual Report of Wuhan Boiler Company Limited
Opening balance
Categories Balance Provision for doubtful debts
Amount Proportion (%) Amount Proportion (%)
Individually significant 26,673,222.30 19.69 26,673,222.30 100.00
receivables
Group A (using aging analysis) 85,983,948.17 63.47 15,523,661.71 18.05
Group B (No doubtful debt 20,183,391.30 14.90
provision for account receivables)
Other insignificant but 2,636,308.95 1.94 2,636,308.95 100.00
individually impaired
receivables
Total 135,476,870.72 100.00 44,833,192.96 33.09
Description for categories of other accounts receivable:
Note: the monetary standards of provision for bad debts of the individually significant other receivables is top 5
account receivables at year end, which he impairment test is carried on individually. For significant receivables, if
there are substantive evidences indicating that a receivable has been impaired, a provision for bad debts should be
made; if a receivable is found not to be individually impaired, it should be included in a group of similar credit
risk characteristics receivables and a collective assessment of impairment should be made. Receivables which are
not significant, but still need individually recognition of bad debt provision, if there are substantive evidences
shown there is a special impairment of insignificant receivables, then they need individually impairment tests.
Individually significant receivables:
Bad debt Accrual
Item Balance Reason
provision percentage
Shanxi Zhengxing Group Projects are suspended and the
company Ltd.
6,722,635.46 6,722,635.46 100% amount is not expected to be
recoverable
Shandong Luneng Material Projects are suspended and the
Group Company Ltd.
19,950,586.84 19,950,586.84 100% amount is not expected to be
recoverable
Total 26,673,222.30 26,673,222.30
Notes for Group A (Recognition provision for doubtful debt of groups of receivables is based on aging analysis):
Closing balance
Aging of receivables Balance Provision for doubtful debts
Amount Proportion (%)
Within 1 year (including 1 year) 4,127,441.62 5.37 123,823.25
1-2 years(including 2 years) 350,480.96 0.45 10,514.43
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2013 Annual Report of Wuhan Boiler Company Limited
Closing balance
Aging of receivables Balance Provision for doubtful debts
Amount Proportion (%)
2-3 years(including 3 years) 389,786.80 0.51 23,387.21
4-5 years(including 5 years) 59,371,395.74 77.18 11,874,279.15
Over 5 years 12,684,699.87 16.49 12,684,699.87
Total 76,923,804.99 100.00 24,716,703.91
Opening balance
Aging of receivables Balance Provision for doubtful debts
Amount Amount
Within 1 year (including 1 year) 5,594,482.67 6.51 167,834.48
1-2 years(including 2 years) 2,173,469.52 2.53 65,204.09
2-3 years(including 3 years) 2,518,400.37 2.93 151,104.02
3-4 years(including 4 years) 63,012,895.74 73.28 12,602,579.15
4-5 years(including 5 years) 12,684,699.87 14.75 2,536,939.97
Total 85,983,948.17 100.00 15,523,661.71
Individually significant receivables or insignificant receivables requiring impairment test, and providing provision
for doubtful debt ：
Bad debt Accrual
Item Balance Reason
provision percentage
3RC Company Limited 336,604.05 336,604.05 100% Bankruptcy
Pingtai Power Development
424,514.70 424,514.70 100% Project suspended
Co.,LTD
Henan Dengfeng Xiangyang
32,430.77 32,430.77 100% Project suspended
Power Co.,Ltd
Qindao Houhai Themal Power
518,227.71 518,227.71 100% Project suspended
Co.,Ltd
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2013 Annual Report of Wuhan Boiler Company Limited
Jiangsu Wangda Paper Co.,Ltd 723,504.31 723,504.31 100% Project suspended
Qingtongxia Aluminium
5,736.41 5,736.41 100% Project suspended
Co.,Ltd
Henan Zhongmai Power Difficult to execute the court
173,411.00 173,411.00 100%
Co.,Ltd judge
Shanmenxia Huineng Themal Difficult to execute the court
143,897.00 143,897.00 100%
Power Co.,Ltd judge
Shanxi Zhenxin Group Difficult to execute the court
277,983.00 277,983.00 100%
Co.,Ltd judge
Total 2,636,308.95 2,636,308.95 -- --
(2)No accounts receivable are recovered through other methods like restructuring in the current reporting
period
(3) Information of other accounts receivable written off in the report period: none.
(4)Accounts receivable is due from shareholders with more than 5% (including 5%) of the voting shares of
the Company.
Closing balance Opening balance
Name of company Amount Doubtful debt Amount Doubtful debt
provision provision
Wuhan Boiler (Group) Co., Ltd. 61,030,488.11 16,353,377.52 64,030,488.11 12,895,907.62
ALSTOM (China) Investment Co., Ltd. 3,200,336.47 190,807.11
Total 61,030,488.11 16,353,377.52 67,230,824.58 13,086,714.73
(5) Nature or details of other significant accounts receivable
Note: Accounts receivable of RMB 61,030,488.11 from the second largest shareholder, Wuhan Boiler (Group)
Co., Ltd., is the compensation for the relocation of the old factory
(6)Details of top 5 other receivables ：：：：
Company Relationship with the Amount Aging Proportion of the
Company total (%)
Wuhan Boiler (Group) Co., Ltd. The company's 61,030,488.11 55,846,388.24 for 4-5 54.11
second-largest years; 5,184,099.87 for
shareholder more than 5 years
Shandong Luneng Material Group Non-affiliated 19,950,586.84 Over 5 years 17.69
Co. Limited
Donghu Development Zone Non-affiliated 10,774,265.00 3,274,265.00 for 4-5 9.55
Committee years; 7,500,000.00 for
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2013 Annual Report of Wuhan Boiler Company Limited
Company Relationship with the Amount Aging Proportion of the
Company total (%)
more than 5 years
Shanxi Zhengxin Group Co., Ltd. Non-affiliated 6,722,635.47 Over 5 years 5.96
Gansu Diantou Yongchang Non-affiliated 4,402,564.00 Within 1 year 3.90
Generating Co., Ltd.
Total 102,880,539.42 91.21
(7)The amounts due from related parties
Name of company The relationship with the Company Amount Proportion of the
total (%)
ALSTOM (Beijing) Engineering & Technology A subsidiary of the ultimate holding 14,074.73 0.01
Co., Ltd. company
ALSTOM (Wuhan) Engineering & Technology A subsidiary of the ultimate holding 245,749.37 0.22
Co., Ltd. company
ALSTOM Boiler Deutschland GmbH A subsidiary of the ultimate holding 388,420.68 0.34
company
ALSTOM Power Inc. A subsidiary of the ultimate holding 36,157.65 0.03
company
ALSTOM Boiler France A subsidiary of the ultimate holding 617,080.03 0.55
company
Wuhan Boiler (Group) Co., Ltd. Second largest shareholder 61,030,488.11 54.11
Wuhan Boiler (Group) Yuntong Co., Ltd. Subsidiary of Second largest 10,171.01 0.01
shareholder
Wuhan Boiler (Group) Valve Co., Ltd. Subsidiary of Second largest 240,571.49 0.21
shareholder
Wuhan Lan Xiang Energy Environmental Subsidiary of the company 371,190.85 0.33
Protection Technology Co., Ltd.
Total 62,953,903.92 55.81
(8) Information of other accounts receivable that terminated recognition
□ Applicable √ Not applicable
(9) If securitization is carried out on other accounts receivable as the underlying assets, please list amount
of assets and liabilities arising from further involvement
□ Applicable √ Not applicable
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3. Long-term equity investments
Original Voting
Opening Increase/ Closing Shareholding
Company investment right
balance decrease balance proportion
amount proportion
Long-term equity
investment under cost
method
Wuhan Lan Xiang 14,000,000.00 24,984,500.00 24,984,500.00 95% 95%
Energy Environmental
Protection Technology
Co., Ltd.
Total 14,000,000.00 24,984,500.00 24,984,500.00 95% 95%
4. Revenue and Cost of Sales
(1)Revenue
Item 2013 2012
Sales 861,121,950.92 744,703,504.02
Other operating income 5,219,699.23 23,898,848.95
Cost of sales 825,885,096.14 711,000,824.88
(2) Listed by the categories of production or business
2012 Jan-Dec 2011 Jan-Dec
Industries
Operating revenue Cost of sales Operating revenue Cost of sales
Machinery
861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
manufacturing
Total 861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
(3)Main business (Classified by product)
2013 2012
Products
Operating revenue Cost of sales Operating revenue Cost of sales
Boiler and auxiliary 861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
Total 861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
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(4) Main business (Classified by area)
2012 Jan-Dec 2011 Jan-Dec
Area
Operating revenue Cost of sales Operating revenue Cost of sales
Domestic 308,034,997.68 324,597,240.87 265,433,128.24 268,016,464.03
Overseas 553,086,953.24 501,284,634.86 479,270,375.78 420,346,105.45
Total 861,121,950.92 825,881,875.73 744,703,504.02 688,362,569.48
(5)Top five customers
Company Revenue Proportion of total revenue
ALSTOM Power Inc. 526,554,872.39 60.78
Binzhou Beihai New Materials Co., Ltd. 318,637,671.60 36.78
Guodian Tai’an Thermopower Co., Ltd. 63,956,596.94 7.38
ALSTOM Boiler Deutschland GmbH 18,864,296.95 2.18
Gansu Diantou Yongchang Generating Co., Ltd. 16,345,197.98 1.89
Total 944,358,635.86 109.01
Note: The total revenue of top five customers is more than the total revenue of the company this year. It is mainly
because that Guodian Xi’an Thermopower Co., Ltd cancelled the boiler equipment supply contract with the
company, and the product already sold was returned. The revenue recognized in previous period was reversed this
year.
5. Supplementary Cash Flow Information
Supplementary information 2013 2012
1. Reconciliation of net profit to net cash flows generated from operations：
Net profit -121,185,463.59 -102,893,990.69
Provision for impairments of assets. 11,241,631.93 -147,560,942.76
Depreciation of fixed assets, oil-gas assets and productive biological assets 38,733,712.28 42,094,269.15
Amortization of intangible assets 6,265,776.05 7,929,382.37
Amortization of long-term deferred expense
Losses/gains on disposal of property, plant and equipment, intangible assets and -315,276.69 -4,496.45
other long-term assets (gains: negative)
Losses/gains on scrapped of fixed assets (gains: negative)
Losses/gains from variation of fair value (gains: negative) 67,448.47 -2,356,173.93
Finance cost (income: negative) 91,723,352.21 95,293,185.66
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2013 Annual Report of Wuhan Boiler Company Limited
Supplementary information 2013 2012
Investment loss (gains: negative) 14,249,787.13
Decrease in deferred tax assets (increase: negative) 5,016,123.13 23,333,169.80
Increase in deferred tax liabilities (decrease: negative)
Decrease in inventory (increase: negative) 56,956,491.50 207,131,838.57
Decrease in accounts receivable from operating activities (increase: negative) 60,980,479.71 124,599,679.29
Increase in payables from operating activities (decrease: negative) -97,767,207.11 -178,221,850.99
Other
Net cash flows generated from operating activities 51,717,067.90 83,593,857.15
2. Significant investing and financing activities without involvement of cash
receipts and payments
Debt converted to capital
Convertible corporate bonds within one year
Finance leased fixed assets
3. Movement of cash and cash equivalent:
Closing balance of Cash 6,722,513.86 129,536,056.34
Less: opening balance of cash 129,536,056.34 18,949,394.34
Plus: closing balance of cash equivalent
Less: opening balance of cash equivalents
Net increase in cash and cash equivalents -122,813,542.48 110,586,662.00
XIV. Supplementary information
1. Extraordinary gains or losses
(1)According to the China Securities Regulatory Commission Announcement [2008] No. 43, extraordinary gains
or losses are calculated and disclosed according to ‘Regulation on the Preparation of Information Disclosures of
Companies Issuing Public Shares No.1’.
(Positive figure represents gain/negative figure represents loss)
Item 2013
Gains on disposal of non-current assets including reversal of the impairment loss 315,276.69
Unauthorised approval, with or without formal approval documents, or occasional tax return and exemption 3,250,908.24
Government grant recognized in the current year, except for those acquired in the ordinary course of business or 277,776.00
granted continuously with certain standard quota according to relevant national laws and regulations
The fees collected from non-financial enterprises, which are included in the current profit and loss
The investment cost of subsidiaries obtained by the enterprise, joint ventures and partnership enterprise is less than
the revenues generated from the fair value of identifiable net assets of the unvested units.
Exchange gains and losses of non-monetary assets
Gains and loss through entrusting others to invest or manage assets,
Gains and loss for the provision of impairment of assets due to force majeure factors, such as victims of natural
disaster
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2013 Annual Report of Wuhan Boiler Company Limited
Item 2013
Debt restructuring gains and losses
Company restructuring expenses such as employee placement and integration costs
Significant loss of fair trading price over the fair value of transactions generated part of the profit and loss
Current net profit or loss from the beginning to the date of merge for the subsidiary resulted from the merge of the
enterprise under the control of the same company.
Profit or loss generated from the matters which is not related to the company’s normal operation or contingency.
In addition to the normal operations associated with the company effective hedging business, holders of tradable
financial assets, trading financial liabilities resulting from changes in fair value gains and losses, as well as the
disposal of trading financial assets, trading financial liabilities and financial assets available for sale achieved an
investment return
Impairment reversal of receivables which are separately tested for impairments 33,593,046.10
Profit and loss from entrusted foreign loans entrusted to the profit and loss made foreign loans
Investment real estate gains and losses arising from changes in fair value which is measured via fair value model
with subsequent measurement
One-off adjustment of current profit and loss impact on the current profit and loss required by tax, accounting and
other laws & regulations
Entrusting fee incomes from entrust operation.
Other non-operating income and expense other than abovementioned 2,723,593.64
Other non-recurring gains and losses in line with the definition of profit and loss items
Subtotal 40,160,600.67
Less: non-recurring income tax effect of gains and losses 8,338,761.53
Minority interest share of non-recurring gains and losses 11,645.28
Total 31,810,193.86
2. Differences between accounting data under domestic and overseas accounting standards
）））） （（（（
1 Differences between accounting data under domestic and overseas accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2013 2012 Closing amount Opening amount
According to Chinese
-120,271,304.16 -94,341,156.10 -1,363,490,842.13 -1,243,219,537.97
accounting standards
Items and amounts adjusted according to international 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 Net assets attributable to shareholders of
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2013 Annual Report of Wuhan Boiler Company Limited
the Company the Company
2013 2012 Closing amount Opening amount
According to Chinese
-120,271,304.16 -94,341,156.10 -1,363,490,842.13 -1,243,219,537.97
accounting standards
According to overseas accounting standards
）））） （（（（
3 Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
There is no difference between accounting data under domestic and overseas accounting standards.
3. Return on equity and earnings per share
Unit: RMB Yuan
Weighted average EPS
2013
ROE (%) Basic EPS Diluted EPS
Net profit attributable to the Company's common stock shareholders -9.23% -0.40 -0.40
Net profit after deducting non-recurring gains and losses attributable to -0.51 -0.51
-11.67%
shareholders of the Company's common stock
4. Explanation on abnormal conditions of items in main accounting statements of the Company and reasons
(1). The closing balance of the cash and cash equivalent this year decreased 92.43%. It was mainly due to
repayment of part of shareholders’ borrowing;
(2). Prepayment decreased by 43.66% this year. It was mainly due to the collection of the supplier’s settlement
documents this year so as to offset relevant prepayment items accordingly;
(3). Other receivable decreased by 35.35%, mainly due to collection increase and bad debt provision increase as
aging;
(4). The balance of the construction in progress at the end of the period increased by 43.71%. It was due to the
purchase increase of equipments to be installed as the producing requirement;
(5). The other non-current assets decreased by 99.88% this year. It was mainly due to decrease of volumes of
unexpired forward contracts and its contract amount this year;
(6). The notes payable decreased by 100.00% this year. It’s mainly due to expiration of bank notes payables this
year;
(7). The accounts payable decreased by 32.11%. It’s mainly due to the payment made this year. For accounts
payable booked in previous years;
(8). Taxes payable increased by 68.29% this year. It’s mainly due to the increase of export rebates and accruals of
land use tax and property tax this year;
(9). Interest payable increased by 402.60% this year. It’s mainly due to the interest provision of HSBC bank loan;
(10). Other payable decreased by 31.69% this year. It’s mainly due to repayment of withholding money to
employees on behalf of buying ALSTOM stocks, and repayment of others;
(11). The other non-current liabilities decreased 60.03% this year. It’s mainly due to decrease of the volumes of
unexpired forward contract and its contract amount this year;
(12). Business tax and surcharges decreases by 100% this year, it’s due to the non-occurrence of taxable service in
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2013 Annual Report of Wuhan Boiler Company Limited
2013;
(13). Selling expenses increased by 78.25% this year. The main reason is that as to expand the product selling, the
company took part in number of tendering projects, the related selling expenses of sales department and tendering
expenses increased accordingly this year;
(14). The gain/loss on FV change decreases by 102.86% in comparison with that of last year. This is mainly due
to decrease of FV gain from unexpired hedging instruments and hedged items;
(15). Assets impairment loss increased by 221.80%, mainly due to the increase of non-project raw material
impairment increase and bad-debt provision reversed for the strengthening AR collection;
(16). The non-operating gains increased 69.97%. It’s mainly due to the increase of gain on disposal of fixed assets,
rewards, and indemnity this year;
(17). The non-operating expenses increased by 988.98%. It’s mainly due to increase in disposal of retired fixed
assets;
(18). Income tax expense decreased by 78.50%, mainly due to the decrease of temporary deductible differences
resulted from the reversal of bad debts provision booked in previous years for the collection this period;
(19). Cash inflow generated from investment activities increased by 314.37%, this is mainly due to the increase of
cash collection for fixed assets disposal;
(20). Cash outflow generated from financing activities increased by 32.35%, this is mainly due to the increase of
repay for the short-term borrowing.
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2013 Annual Report of Wuhan Boiler Company Limited
Section XI Documents Available for Reference
1. Accounting statements with the signatures and seals of the Legal Representative, Finance Director, and the
persons in charge of the accounting departments.
2. Originals of the Auditor’s Report with the seal of the CPA firm and signatures and seals of certified public
accountants
3. Originals of all documents of the Company and originals of public announcements disclosed in the report
period on the newspapers designated by CSRC.
183
