WEIFU HIGH-TECHNOLOGY CO., LTD. SUMMARY OF SEMI-ANNUAL REPORT 2010
Stock Code: 000581 200581 Notice No.: 2010-019
Short Form of the Stock: Weifu High-tech
WEIFU HIGH-TECHNOLOGY CO., LTD.
SUMMARY OF SEMI-ANNUAL REPORT 2010
§1. Important Notes
1.1 Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Weifu High-Technology Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents.
The summary of semi-annual report is abstracted from the semi-annual report 2010; and full text of the semi-annual report is published on the Internet website in the mean time. The investors are suggested to read the full text of semi-annual report 2010 to understand more details.
1.2 The Semi-annual Financial Report 2010of the Company has not been audited.
1.3 Wang Weiliang, Legal Representative of the Company; Sun Qingxian, person in charge of financing and principal of the accounting organization(accounting supervisor) hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2010.
§2. Company Profile
2.1 Basic information
Short form of stock / Weifu High-Tech, Su Weifu-BStock code / 000581, 200581
Listed stock exchange / Shenzhen Stock Exchange
Secretary of the Board of Directors / Securities Affairs Representative
Name / Mr. Zhou Weixing / Ms. Yan Guohong
Contact address / No.107, Renmin West Road, Wuxi City / No.107, Renmin West Road, Wuxi City
Telephone / 0510-82719579 / 0510-82719579
Fax / 0510-82751025 / 0510-82751025
E-mail / /
2.2 Major Financial Data and Indexes
2.2.1 Major accounting data and financial indexes
Unit: RMB
At the end of this report period / At the period-end of last year / Increase/decrease at the end of this report period compared with that in period-end of last year (%)Total assets / 6,057,194,805.19 / 5,035,871,583.02 / 20.28%
Owners’ equity attributable to shareholders of the listed company / 3,175,700,963.70 / 2,862,670,558.77 / 10.93%
Share capital / 567,275,995.00 / 567,275,995.00 / 0.00%
Net assets per share attributable to shareholders of the listed company(RMB/Share) / 5.5982 / 5.0463 / 10.94%
This report period
(Jan. to Jun.) / The same period of last year / Increase/decrease in this report period year-on-year (%)
Total operating income / 2,650,687,135.98 / 1,261,148,413.32 / 110.18%
Operating profit / 368,480,236.61 / 102,537,218.59 / 259.36%
Total profit / 361,549,291.43 / 102,454,208.99 / 252.89%
Net profit attributable to shareholders of the listed company / 319,107,461.52 / 87,842,946.80 / 263.27%
Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses / 316,146,898.70 / 85,878,606.53 / 268.13%
Basic earnings per share (RMB/Share) / 0.56 / 0.15 / 273.33%
Diluted earnings per share (RMB/Share) / 0.56 / 0.15 / 273.33%
Return on equity (%) / 10.57% / 3.49% / 7.08%
Net cash flow arising from operating activities / -13,935,415.91 / 117,808,937.15 / -111.83%
Net cash flow per share arising from operating activities (RMB/Share) / -0.0246 / 0.2077 / -111.84%
2.2.2 Items of non-recurring gains and losses
√Applicable □Inapplicable
Unit: RMB
Items of non-recurring gains and losses / Amount / Note (If applicable)Gains and losses from the disposal of non-current asset / 3,987,322.38
Other non-operating income and expenditure beside for the aforementioned items / -564,223.22
Influenced amount of minority shareholders’ equity / 86,691.46
Impact on income tax / -549,227.80
Total / 2,960,562.82 / -
2.2.3 Differences between CAS and IAS:
√Applicable □Inapplicable
Unit: RMB
Net profit attributable toshareholders of listed company / Owners’ equity attributable to
shareholders of listed company
Amount in the report period / Amount in last period / Amount in period-end / Amount in period-begin
IAS / 319,107,461.52 / 87,842,946.80 / 3,175,700,963.70 / 2,862,670,558.77
CAS / 319,107,461.52 / 87,842,946.80 / 3,175,700,963.70 / 2,862,670,558.77
Sub-items and total adjusted based on IAS:
Total amount of differences between CAS and IAS / 0.00 / 0.00 / 0.00 / 0.00
Explanations on differences between CAS and IAS / No differences
§3. Changes in Share Capital and Particulars about Shareholders
3.1 Statement of change in shares
√Applicable □Inapplicable
Unit: Share
Before the change / Increase/decrease in this time (+, -) / After the changeAmount / Proportion / New shares offering / Bonus share / Capitalization of Public reserve / Other / Subtotal / Amount / Proportion
I. Restricted shares / 100,075,226 / 17.64% / 100,075,226 / 17.64%
1. State-owned shares
2. State-owned legal person’s shares / 100,021,999 / 17.63% / 100,021,999 / 17.63%
3. Other domestic shares
Including:Domesticnon-state-owned legal person’s shares
Domestic natural person’s shares
4. Foreign shares
Including: Foreign legal person’s shares
Foreign natural person’s shares
5. Senior executives’ shares / 53,227 / 0.01% / 53,227 / 0.01%
II. Unrestricted shares / 467,200,769 / 82.36% / 467,200,769 / 82.36%
1. RMB Ordinary shares / 352,280,769 / 62.10% / 352,280,769 / 62.10%
2. Domestically listed foreign shares / 114,920,000 / 20.26% / 114,920,000 / 20.26%
3. Overseas listed foreign shares
4. Others
III. Total shares / 567,275,995 / 100.00% / 567,275,995 / 100.00%
3.2 Particulars about shares held by the top ten shareholders and the top ten shareholders with unrestricted conditions
Unit: Share
Total shareholders at the end of report period / 39,766Particulars about shares held by the top ten shareholders
Names of shareholders / Nature of shareholder / Proportion of share held / Amount of share held / Amount of restricted shares held / Shares pledged or frozen
WUXI INDUSTRY DEVELOPMENT GROUP CO., LTD. / State-owned
legal person / 17.63% / 100,021,999 / 100,021,999 / 0
ROBERT BOSCH GMBH / Overseas legal person / 3.24% / 18,387,200 / 0 / 0
GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED / Overseas legal person / 1.94% / 11,029,285 / 0 / 0
China Construction Bank－Fuguo Tianbo Innovation Theme Share Securities Investment Fund / Domestic non-state owned legal person / 1.94% / 11,017,502 / 0 / 0
DRAGON BILLION CHINA MASTER FUND / Overseas Legal Person / 1.94% / 11,000,527 / 0 / 0
Huaxia Growth Securities Investment Fund / Domestic non-state owned legal person / 1.72% / 9,765,521 / 0 / 0
Bank of China－Huaxia Return Securities Investment Fund / Domestic non-state owned legal person / 1.67% / 9,496,776 / 0 / 0
ICBC－E-fund Value Selected Share Securities Investment Fund / Domestic non-state owned legal person / 1.59% / 9,009,908 / 0 / 0
Bank of China－E-fund Positive Growth Securities Investment Fund / Domestic non-state owned legal person / 1.32% / 7,509,606 / 0 / 0
China Construction Bank－Huaxia Dividend Mix Open Securities Investment Fund / Domestic non-state owned legal person / 1.20% / 6,835,378 / 0 / 0
Particulars about shares held by the top ten unrestricted shareholders
Name of shareholder / Amount of unrestricted shares held / Type of share
ROBERT BOSCH GMBH / 18,387,200 / Domestically listed foreign share
GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED / 11,029,285 / Domestically listed foreign share
China Construction Bank－Fuguo Tianbo Innovation Theme Share Securities Investment Fund / 11,017,502 / RMB common share
DRAGON BILLION CHINA MASTER FUND / 11,000,527 / Domestically listed foreign share
Huaxia Growth Securities Investment Fund / 9,765,521 / RMB common share
Bank of China－Huaxia Return Securities Investment Fund / 9,496,776 / RMB common share
ICBC－E-fund Value Selected Share Securities Investment Fund / 9,009,908 / RMB common share
Bank of China－E-fund Positive Growth Securities Investment Fund / 7,509,606 / RMB common share
China Construction Bank－Huaxia Dividend Mix Open Securities Investment Fund / 6,835,378 / RMB common share
Bank of Communication－Huaan Innovation Securities Investment Fund / 6,504,638 / RMB common share
Explanation on associated relationship or consistent actions among the above shareholders / Among the top ten shareholders, there exists no associated relationship between WUXI INDUSTRY DEVELOPMENT GROUP CO., LTD., the first largest shareholder of the Company, and other shareholders, and they do not belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Company. Hua Xia Growth Security Investment Fund, Hua Xia Return Security Investment Fund, Hua Xia Dividend Mixed Open Security Investment Fund belongs to the consistent actionist. E-fund Value Selected Share Security Investment Fundand E-fund Positive Growth Security Investment Fund, belongs to the consistent actionist.
3.3 Particulars about changes in controlling shareholder and actual controller of the Company
□Applicable √Inapplicable
§4. Particulars about Directors, Supervisors, and Senior Executives
4.1 Particulars about changes in shares held by directors, supervisors and senior executives
√Applicable □Inapplicable
Name / Position / Shares held in year-begin / Shares increasingly held in the report period / Shares decreasingly held in the report period / Shares held in period-end / Of which: amount of restricted shares held / Amount of share option held in period-end / Reason for changeWang Weiliang / Chairman / 12,673 / 0 / 0 / 12,673 / 9,505 / 0
Chen Xuejun / Vice Chairman and GM / 3,169 / 0 / 0 / 3,169 / 2,376 / 0
Shi Xingyuan / Director / 1,782 / 0 / 0 / 1,782 / 1,336 / 0
Gao Guoyuan / Directorand Deputy GM / 10,297 / 0 / 0 / 10,297 / 7,722 / 0
Ge Songping / Director / 25,468 / 0 / 0 / 25,468 / 19,101 / 0
Rudolf Maier / Director / 0 / 0 / 0 / 0 / 0 / 0
Du Fangci / Independent Director / 0 / 0 / 0 / 0 / 0 / 0
Ma Huilan / Independent Director / 0 / 0 / 0 / 0 / 0 / 0
Yu Xiaoli / Independent Director / 0 / 0 / 0 / 0 / 0 / 0
Yang Weiliang / Supervisor / 15,208 / 0 / 0 / 15,208 / 11,405 / 0
Wang Xiaodong / Supervisor / 521 / 0 / 0 / 521 / 0 / 0
Yang Weiliang / Supervisor / 0 / 0 / 0 / 0 / 0 / 0
Sun Qingxian / Deputy GM / 0 / 0 / 0 / 0 / 0 / 0
Miao Yuming / Deputy GM / 0 / 0 / 0 / 0 / 0 / 0
Wang Yawei / Deputy GM / 0 / 0 / 0 / 0 / 0 / 0
Zhou Weixing / Secretary of the Board / 2,377 / 0 / 0 / 2,377 / 1,782 / 0
§5. Report of Board of Directors
5.1 Statement of main operations classified according to industries and products
Unit: RMB ‘0000
Main operations classified according to industriesClassified according to industries or products / Income from operations / Cost of operations / Gross profit ratio (%) / Increase/decrease in income from operations year-on-year (%) / Increase/decrease in cost of operations year-on-year (%) / Increase/decrease in gross profit ratio year-on-year (%)
Manufacture of other standard components and parts / 243,621.33 / 188,499.51 / 22.63% / 114.06% / 102.27% / 4.52%
Main operations classified according to products
Diesel I.C. Engine Oil Pump &Choke and its fittings / 197,971.49 / 148,625.74 / 24.93% / 117.40% / 102.84% / 5.39%
Catalyst & purifier of automobile tail gas and its fittings / 34,466.14 / 29,565.41 / 14.22% / 97.27% / 98.28% / -0.44%
Import& Export / 9,163.58 / 8,705.30 / 5.00% / 73.75% / 73.70% / 0.03%
Turbocharger / 1,133.52 / 893.70 / 21.16%
Other products / 886.60 / 709.36 / 19.99%
5.2 Particulars about main operations classified according to areas
Unit: RMB ‘0000
Areas / Income from operations / Increase/decrease in income from operations over last year (%)In China / 234,418.75 / 116.34%
Abroad / 9,202.58 / 68.70%
5.3 Explanation on reasons of material changes in main operations and its structure
□Applicable √Inapplicable
5.4 Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year
√Applicable □Inapplicable
The Company mainly benefit a lot from the growth market of Business-used Automobile with a dramatically growth in operational income, a year-on-year growth of 110.18%; a year-on-year growth of 259.36% in operation profit and a year-on-year growth of 263.27% in net profit( attributable to shareholders of listed company).5.5 Analysis on reasons of material changes in profit structure compared with the previous year
□Applicable √Inapplicable
5.6 Application of the raised proceeds
5.6.1 Use of the raised proceeds
□Applicable √Inapplicable
5.6.2 Particulars about the projects changed
□Applicable √Inapplicable
5.7 The modification plan of Board to the business plan for the second half year
□Applicable √Inapplicable
5.8 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason
□Applicable √Inapplicable
5.9 Explanation of the Management on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors
□Applicable √Inapplicable
5.10 Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors
□Applicable √Inapplicable
§6. Significant Events
6.1 Purchases and sales of assets and assets restructure
6.1.1 Assets purchased or acquired
√Applicable □Inapplicable
Unit: RMB ‘0000
The two parties or final controller / Assets purchased or acquired / Purchase date / Transaction price / Net profit contributed to the Company from purchase date to report period-end (applicable in enterprise merger not under the same control) / Net profit contributed to the Company from year-begin to report period-end (applicable in enterprise merger under the same control) / Related transaction or not / Principle of price setting / Assets rights concerned transferred ownership fully or not / Credit and liability concerned shifted fully or not / Relationship with transaction party(applicable in condition of related transaction)Wuxi Industry Development Group Co., Ltd. / 30 % equity of Wuxi Weifu Automobile Diesel Oi l System Co., Ltd. / 1 March 2010 / 12,018.75 / 0.00 / 0.00 / Yes / Appraisal value / Yes / Yes / Large shareholder
Wuxi Industry Development Group Co., Ltd. / 9.17% equity of Wuxi Weifu International Trading Co., Ltd. / 1 March 2010 / 307.84 / 0.00 / 0.00 / Yes / Appraisal value / Yes / Yes / Large shareholder
6.1.2 Assets sold
□Applicable √Inapplicable
6.1.3 Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Announcement of Acquisition and Sales of Assets being published
√Applicable □Inapplicable
The Company held 9th Meeting of 6th Board of Directors on 25 January 2010 for approving the purchase as bellowed:1. 30% equity of Wuxi Weifu Automobile Diesel Oil System Co., Ltd. held by Wuxi Industry Development Group Co., Ltd.( original Wuxi Weifu Group Co., Ltd.);
2. 9.17% equity of Wuxi Weifu International Trading Co., Ltd. held by Wuxi Industry Development Group Co., Ltd.( original Wuxi Weifu Group Co., Ltd.);
3. 50% equity of Kunming Xitong Machinery Co., Ltd. held by Wuxi Industry Development Group Co., Ltd.( original Wuxi Weifu Group Co., Ltd.).
The purchase has been approved by Shareholders’ General Meeting held on 3 March 2010. As at the end of this report period, the Company has completed the equity purchase of “Wuxi Weifu Automobile Diesel Oil System Co., Ltd.” and“Wuxi Weifu International Trading Co., Ltd.”.
The transferred price for purchasing was RMB 127,500,900;the Company has paid the transferred amount of RMB 123,265,900 as at the end of this report period.
6.2 Guarantees
√Applicable □Inapplicable
Unit: RMB ‘0000
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)Name of the Company guaranteed / Relevant disclosure date/No. / Amount of guarantee / Date of happening (Date of signing agreement) / Actual guarantee amount / Guarantee type / Guarantee term / Fulfilled
(Yes/No) / Guarantee for related party (Yes or no)
Wuxi Weifu Environmental Catalyst Co., Ltd. / 22 April 2010
No.:2010-012 / 25,000.00 / 19 May 2010 / 12,799.35 / Credit / 1 year / No / Yes
Total of external guarantee approved in Period(A1) / 25,000.00 / Total of actual external guarantee inPeriod(A2) / 12,799.35
Total of external guarantee approved at Period-end(A3) / 12,799.35 / Total balanceof actualexternal guarantee at Period-end(A4) / 12,799.35
Company ‘s Guarantee for subsidiaries
Name of the Company guaranteed / Relevant disclosure date/No. / Amount of guarantee / Date of happening (Date of signing agreement) / Actual guarantee amount / Guarantee type / Guarantee term / Fulfilled
(Yes/No) / Guarantee for related party (Yes or no)
Wuxi Weifu Changan Oil Pump&Choke Limited Liability Company / 22 April 2010
No.:2010-012 / 8,000.00 / 11 June 2010 / 700.00 / Credit / 1 year / No / Yes
Wuxi Weifu Lida Catalyst & Purifier Limited Liability Company / 22 April 2010
No. :2010-012 / 8,000.00 / 21 January 2010 / 875.00 / Credit / 1 year / No / Yes
Total of guarantee for subsidiaries approved in Period (B1) / 25,000.00 / Total of actual guarantee for subsidiaries in Period (B2) / 1,875.00
Total of guarantee for subsidiaries approved at Period-end (B3) / 1,875.00 / Total balance of actual guarantee for subsidiaries at Period-end (B4) / 1,575.00
Total of Company’s guarantee（namely total of the large two aforementioned）
Total of guarantee approved in the Period (A1+B1) / 50,000.00 / Total of actual guarantee in the Period(A2+B2) / 14,674.35
Total of guarantee approved at Period-end(A3+B3) / 14,674.35 / Total balance of actual guarantee at Period-end(A4+B4) / 14,374.35
Proportion of the actual guaranteetotal in Company’s net assets (A4+ B4) / 4.53%
Including:
Guarantee for shareholders, actual controllers and related parties(C) / 0.00
Debt guarantee for guarantee objectsof direct/indirect asset liabilities above 70% (D) / 0.00
Guarantee totaled above net assets 50%(E) / 0.00
Total of three guarantees aforementioned (C+D+E) / 0.00
Explanations on possible affiliatedredemption responsibilities for undue guarantees / N/A
6.3 Current non-operating related credits and liabilities
□Applicable √Inapplicable
6.4 Material lawsuits and arbitrations
□Applicable √Inapplicable
6.5 Other significant events and analysis on their influences and solutions
□Applicable √Inapplicable
6.5.1 Particulars about securities investment
□Applicable √Inapplicable
6.5.2 Equity of other listed companies held
□Applicable √Inapplicable
6.5.3Non-operation capital appropriation and payment by large shareholders and subsidiaries
□Applicable √Inapplicable
6.5.4 Implementation of commitments made by the Company, shareholdersand actual controller
√Applicable □Inapplicable
Commitments / Promisee / Content of commitments / ImplementationCommitments for
Share Merger Reform / Wuxi Industry Development Group Co., Ltd. / In the year from 2006 to 2008, realized net profit of RMB 0.85 billion, and RMB 0.34 billion net profit has been realized in 2008. According to the tradable A-shares before the share merger reform, 0.5 shares added for every 10 shares. The cash dividend proportion from 2006 to 2008 will not lower than the 50% of distributable profits available for investors that have been realized in current year. / Implemented
Commitments in report of acquisition or equity change / N/A / N/A / N/A
Commitment for substantive asset restructuring / N/A / N/A / N/A
Issuance commitment / N/A / N/A / v
Other commitments(additional commitments included) / Wuxi Industry Development Group Co., Ltd. / In order to promote the healthy development of listed company, fully motive manager’s activities and fully consideration of the manager, shareholders and company’s benefits, the Industry Development committed that: after the reform of non-tradable shares of Weifu Hi-tech, and under the precondition of complying with the relevant regulation on Management Incentive System of Listed Companies from the Nation and Wuxi Government, actively promoted the Management Equity Incentive Plan of Weifu Hi-tech. / In thecommitment of arrangement of management incentive system. Implement it after relevant new regulations.
6.5.5Profit distribution of Board or preplan for transfer of reserve to shares
□Applicable √Inapplicable
6.5.6Other detailed items of consolidated return
Unit: RMB
Items / Occurred amount in this period / Amount occurred in same period of last year1.Amount of gains/losses from financial assets available for sale
Less: Income tax influence from financial assets available for sale
Net reckoned into other consolidated income previously but transferred into gains/losses in current period
Subtotal
2.Share in other consolidated income of the invested company as audited according to equity method
Less: Income tax influence of share in other consolidated income of the invested company as audited according equity method
Net reckoned into other consolidated income previously but transferred into gains/losses in current period
Subtotal
3. Gains/losses from cash flow hedge instrument
Less: Income tax influence from cash flow hedge instrument
Net reckoned into other consolidated income previously but transferred into gains/losses in current period
Adjustment transferred to initial confirmation amount of arbitraged item
Subtotal
4. Difference from translation of foreign currency financial statement
Less: Net of disposal of foreign business transferred to current gains/losses
Subtotal
5.Other
Less: Income tax influence by others reckoned into other consolidated income
Net reckoned into other consolidated income previously but transferred into in current period
Subtotal
Total / 0.00 / 0.00
6.6 Registration form for receiving research, communication and interview in the report period.