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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Capital/Financing Update 2019
Jan 18, 2019
50446_rns_2019-01-18_84eb9241-7da7-413a-b134-2442a82f432a.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited .
The board of directors (the “ Board ”) of Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) hereby enclose the announcement entitled the “ The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version) ” which has been published by the Company on the website of the Shenzhen Stock Exchange for your reference.
By order of the Board
Xinjiang Goldwind Science & Technology Co., Ltd.
Ma Jinru
Company Secretary
Beijing, 18 January 2019
As at the date of this announcement, the Company’s executive directors are Mr. Wu Gang, Mr. Wang Haibo and Mr. Cao Zhigang; non-executive directors are Mr. Zhao Guoqing, Mr. Gao Jianjun and Ms. Gu Hongmei; and the independent non-executive directors are Mr. Yang Xiaosheng, Mr. Luo Zhenbang, and Dr. Tin Yau Kelvin Wong.
* For identification purpose only
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
Xinjiang Goldwind Science&Technology Co.,Ltd
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The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)
January 2019
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
The Company’s board of directors and all members thereof warrant that this announcement contains no misrepresentations, misleading statements or material omissions, and they are jointly and severally responsible for the truth, accuracy and completeness of the information contained in this announcement.
Important Notice:
-
Ways of public issue of securities: the securities will be issued by way of rights issue of shares to the original shareholders (Rights Issue).
-
The Plan for Public Issue of Securities through Rights Issue has been considered and approved by the Fifteenth Meeting of the Sixth Session of the board of directors of the Company (the “Board”). On January 18, 2019, the adjustment of total amount of proceeds from Rights Issue and determination of proportion of the Rights Issue was approved at the 22[nd] meeting of the Sixth Session of the Board. The Plan of Rights Issue has been revised by the Company and the revised Plan of Rights Issue is subject to the approval of the CSRC before its implementation.
-
The substantial shareholders have already undertaken to subscribe for the all A Share Rights Issue in cash.
I. The issue complies with the provisions of public issue through rights issue as stipulated in the relevant laws and regulations
Pursuant to the Company Law , the Securities Law , the Administrative Measures , the Regulatory Requirements on Guiding and Standardizing the Financing Behavior of Listed Companies , the Listing Rules of The Hong Kong Stock Exchange and other relevant laws, regulations and normative documents, after careful self-examination on each item, the Board, by reference to the requirements of relevant qualifications and conditions for A-share and H-share listed companies’ rights issue, believes that the Company complies with the provisions and requirements of A-share and H-share listed companies’ rights issue as stipulated in the relevant laws, regulations and normative documents and possesses the qualifications and conditions for Rights Issue, the plan of the public issue of securities through Rights Issue has been approved by 2017 Annual General Meeting, 2018 First A
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
Shares Class Meeting and 2018 First H Shares Class Meeting and will submit to the approval of the CSRC before its implementation.
II. Overview of issue
(I) Type and par value of the issued shares
The types of shares issued through this Rights Issue are A share and H share, with the par value of RMB1.00 per share.
(II) Way of issue
The shares will be issued by way of rights issue of shares to the original shareholders (Rights Issue).
(III) Basis, ratio and amount of Rights Issue
It is planned that the A Shares Rights Issue will be made to all A Shareholders based on the total number of shares after the market closes on the Share Registration Date of A Shares, on the basis of 1.9000 A Rights Shares for every ten (10) A Shares. A Rights Share in odd lots will be arranged according to the relevant requirements of the Shenzhen Stock Exchange and China Securities Depository and Clearing Corporation Limited, Shenzhen Branch. It is planned that the H Shares Rights Issue will be made to all H Shareholders based on the total number of qualified H Shares determined on the Share Registration Date of H Shares, on the basis of 1.9000 H Rights Shares for every ten (10) H Shares. The basis for A Shares Rights Issue and H Shares Rights Issue are the same and the share price will be the same.
On the basis of a total of 3,556,203,300 Shares in issue as at 31 December 2018, the Company shall allot and issue a total of 675,678,627 Rights Shares (comprising a total of 552,167,067 A Shares and a total of 123,511,560 H Shares). If the total share capital of the Company changes due to bonus issue, capitalization issue and other causes prior to the Rights Issue, the proportion of the Rights Issue will be changed, the maximum of Rights Shares shall be adjusted based on the total share capital after such change.
(IV) Pricing principle and Rights Issue price
1. Pricing principle
(1) The Rights Issue price will not be less than the Company's latest audited net asset value per share prior to the issue;
(2) It will make reference to the Company’s stock price in the secondary market, price-earnings ratio, price-to-book ratio and other valuation metrics, and will comprehensively take into account of the Company’s development and shareholders’ interests and other factors;
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
(3) It will consider the amount of fund required by the project in which the Proceeds will be invested;
(4) It will follow the principles determined by the Board and sponsor (lead underwriter) through negotiation.
- Rights Issue price
Pursuant to the A shares and H shares market trading information prior to publishing the announcement of issue, the Rights Issue price will be calculated on the basis of average trading price of the Company’s A share for the 20 trading days prior to publishing the announcement of issuance, and will be determined in accordance with the market discount method. The shareholder’s general meeting of the Company will authorize the Board to determine the final price of the Rights Issue after consultation with the sponsor (lead underwriter) according to the market conditions before the Rights Issue. Upon the adjustment to the exchange rate, the Rights Issue price of A share and H share shall be the same.
(V) Rights Issue target
The issued A shares will be placed to all A share shareholders, whose name are on the register of the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the record date for the proposed A share Rights Issue. The issued H shares will be issued to all H share shareholders as determined on the record date for the proposed H share Rights Issue.
The substantial shareholders have undertaken to fully subscribe for the shares issued in accordance the Plan for Rights Issue in cash.
(VI) Distribution plan of the accumulated undistributed profits prior to the Rights Issue
The accumulated undistributed profits prior to the Rights Issue will be enjoyed by all shareholders proportionally to their shareholding after the completion of Rights Issue of A shares and H shares.
(VII) Time of issue
Subject to the approval of the CSRC, it will place the shares to all shareholders within a specified time limit.
(VIII) Underwriting method
With respect to the Rights Issue, A shares will be issued by way of proxy sale and H shares will be issued by way of underwriting.
(IV) Purpose of Proceeds from this Rights Issue
The total amount of Proceeds from this Rights Issue will not exceed RMB4,744,183,000. After deducting the expenses of issue, the net Proceeds will be used for Stockyard Hill Wind
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
Farm 527.5MW Project, Moorabool North Wind Farm 150MW Project, supplement of working capital, repayment of interest-bearing liabilities. The particulars are as follows:
Unit: in ten thousand
| Unit: in ten thousan | |||
|---|---|---|---|
| Serial No. |
Name of Project | Total amount planned to be invested in the project |
Amount of Proceeds planned to be used |
| 1 | Stockyard Hill Wind Farm 527.5MW Project |
518,261,06 | 139,418.30 |
| 2 | Moorabool Norh Wind Farm 150MW Project |
180,339.81 | 35,000.00 |
| 3 | Supplement of working capital |
- | 150,000.00 |
| 4 | Repayment of interest-bearingliabilities |
- | 150,000.00 |
| In total | 474,418.30 |
If the net Proceeds from this Rights Issue is less than those planned to be used in connection with the above-mentioned projects, the shortage shall be funded by the Company itself. Without changing the projects invested with the Proceeds from this Rights Issue, the Board may, according to the actual needs of the projects, appropriately adjust the investment sequence and amount of the Proceeds raised for the forgoing projects. During the period from the meeting of the approval by the Board and approval of the Plan of Rights Issue to the availability of the Proceeds from this Rights Issue, the Company may invest in such projects with the self-raised fund in accordance with the operating conditions and development plan and will be reimbursed after the availability of Proceeds in accordance with the relevant regulations.
(X) The valid term of the resolution of this Rights Issue
The resolution of this Rights Issue will be valid within 12 months after the obtaining the consideration and approval of such resolution from shareholders’ general meeting .
(XI) The listing and trading of the issued shares
After the completion of A share Rights Issue, the issued A share will be listed and traded in Shenzhen Stock Exchange in accordance with the relevant regulations.
After the completion of H share Rights Issue, the issued H share will be listed and traded on The Stock Exchange of Hong Kong Limited in accordance with the relevant regulations.
The Plan of Rights Issue has been approved by the Fifteenth Meeting of the Sixth Session of the Board held on March 23, 2018. On January 18, 2019, the adjustment of total amount of proceeds from Rights Issue and determination of proportion of the Rights Issue was approved at the 22[nd] meeting of the Sixth Session of the Board. The Plan of Rights Issue
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_ has been revised by the Company and the revised Plan of Rights Issue is subject to the approval of the CSRC before its implementation.
III. Financial accounting information and management discussions and analysis
The Company’s 2015, 2016 and 2017 financial reports were audited by Ernst & Young Hua Ming LLP (special general partnership), who has issued audit reports with standard unqualified opinion titled “An Yong Hua Ming (2016) Shen Zi No. 60794011_A01” , “An Yong Hua Ming (2017) Shen Zi No. 60794011_A01” and “An Yong Hua Ming (2018) Shen Zi No. 60794011_A01”.
(I) Consolidated Financial Sheet
1. Consolidated Balance Sheet
Unit: in ten thousand
| Unit: in ten thousand | |||
|---|---|---|---|
| 2017.12.31 | 2016.12.31 | 2015.12.31 | |
| Current assets: | |||
| Currency funds | 773,953.33 | 827,436.69 | 630,637.13 |
| Financial assets measured at fair value through profit or loss for the currentperiod |
1,264.00 | 2,593.73 | - |
| Available-for-sale financial assets |
105,000.00 | 75,000.00 | - |
| Bills receivable | 204,693.79 | 219,884.37 | 99,234.91 |
| Accounts receivable | 1,500,128.19 | 1,454,761.19 | 1,353,403.26 |
| Prepayments | 70,110.13 | 58,854.60 | 46,772.06 |
| Interest receivable | 857.50 | 21.25 | - |
| Dividends receivable | 1,161.70 | 2,063.41 | 265.17 |
| Other receivables | 96,663.15 | 79,608.74 | 41,075.91 |
| Inventories | 408,301.16 | 319,227.99 | 303,720.02 |
| Assets classified as held for sale |
- | 179,364.87 | - |
| Non-current assets due within one year |
49,748.06 | 33,638.25 | 14,512.58 |
| Other current assets | 96,251.67 | 57,206.94 | 39,043.15 |
| Total current assets | 3,308,132.70 | 3,309,662.01 | 2,528,664.19 |
| Non-current assets: | |||
| Financial assets measured at fair value through profit or loss for the currentperiod |
1.79 | 198.58 | 412.10 |
| Derivative financial products | 1,605.25 | - | - |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Available-for-sale financial assets |
116,821.00 | 119,132.46 | 90,112.08 |
|---|---|---|---|
| Held to maturity investments | 4,999.61 | 4,999.52 | - |
| Long-term receivables | 711,600.36 | 443,996.17 | 376,077.93 |
| Long-term equity investments | 239,074.49 | 130,796.23 | 104,719.95 |
| Investment properties | 6,790.42 | 7,080.03 | 7,369.64 |
| Fixed assets | 1,807,967.52 | 1,709,355.82 | 953,944.24 |
| Construction in progress | 475,880.35 | 238,513.29 | 747,566.99 |
| Intangible assets | 246,928.79 | 100,259.23 | 70,557.99 |
| Development expenses | 8,736.26 | 6,554.34 | 3,097.39 |
| Goodwill | 49,760.06 | 47,442.86 | 31,625.88 |
| Long-term deferred expenses | 5,883.98 | 5,738.06 | 5,959.95 |
| Deferred tax assets | 160,138.50 | 151,739.05 | 133,843.61 |
| Other non-current assets | 134,462.87 | 168,248.84 | 203,288.13 |
| Total non-current assets | 3,970,651.24 | 3,134,054.49 | 2,728,575.90 |
| Total assets | 7,278,783.94 | 6,443,716.50 | 5,257,240.08 |
| Current liabilities | |||
| Short-term borrowings | 205,492.56 | 180,365.42 | 131,947.40 |
| Bills payable | 466,572.15 | 487,912.12 | 482,681.82 |
| Accounts payable | 1,059,116.06 | 959,359.94 | 944,779.96 |
| Receipts in advance | 465,815.74 | 322,505.29 | 188,939.39 |
| Employee benefits payable | 62,899.98 | 66,733.50 | 60,653.58 |
| Tax payables | 33,540.75 | 61,005.54 | 70,526.24 |
| Interest payable | 9,557.70 | 9,107.71 | 5,549.78 |
| Dividends payable | 7,638.81 | 5,000.00 | - |
| Other payables | 72,850.45 | 60,343.75 | 38,533.26 |
| Liabilities classified as held for sale |
- | 65,009.99 | - |
| Non-current liabilities due within one year |
399,218.66 | 89,043.43 | 43,256.53 |
| Anticipated liabilities | 177,328.85 | 159,911.10 | 129,021.16 |
| Bonds payable | - | - | - |
| Total current liabilities | 2,960,031.72 | 2,466,297.81 | 2,095,889.12 |
| Non-current liabilities |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Long-term borrowings | 1,507,604.11 | 1,186,654.57 | 838,857.07 |
|---|---|---|---|
| Bonds payable | 80,976.89 | 355,249.28 | 237,205.36 |
| Long-term payables | 92,313.39 | 86,429.88 | 91,338.02 |
| Anticipated liabilities | 209,689.07 | 236,676.89 | 220,269.94 |
| Deferred income | 35,426.61 | 32,442.02 | 28,811.26 |
| Deferred tax liabilities | 45,242.04 | 10,086.61 | 5,808.92 |
| Total non-current liabilities | 1,971,252.12 | 1,907,539.25 | 1,422,290.58 |
| Total liabilities | 4,931,283.83 | 4,373,837.07 | 3,518,179.70 |
| Owners' equity | |||
| Share capital | 355,620.33 | 273,554.10 | 273,554.10 |
| Other equity instrument | 149,511.85 | 149,511.85 | - |
| Including: perpetual debt | 149,511.85 | 149,511.85 | - |
| Capital reserve | 817,518.24 | 818,529.51 | 819,480.30 |
| Other comprehensive income | 17,087.36 | -11,323.18 | -20,240.49 |
| Surplus reserve | 119,731.93 | 109,442.59 | 81,617.71 |
| Undistributed profit | 809,199.64 | 657,900.34 | 521,732.99 |
| Total equity attributable to owners of the parent company |
2,268,669.35 | 1,997,615.20 | 1,676,144.61 |
| Minority interests | 78,830.76 | 72,264.23 | 62,915.78 |
| Total owners’ equity | 2,347,500.11 | 2,069,879.43 | 1,739,060.39 |
| Total liabilities and owners’ equity |
7,278,783.94 | 6,443,716.50 | 5,257,240.08 |
2. Consolidated Income Statement
Unit: in ten thousand
| For the year of 2017 | For the year of 2016 | For the year of 2015 |
|
|---|---|---|---|
| I. Total operating income |
2,512,945.60 | 2,639,582.93 | 3,006,209.96 |
| Operating income | 2,512,945.60 | 2,639,582.93 | 3,006,209.96 |
| II. Total operating costs | 2,311,526.42 | 2,375,023.08 | 2,735,107.91 |
| Operating costs | 1,753,045.78 | 1,867,141.41 | 2,209,301.32 |
| Tax and surcharge | 16,092.89 | 16,464.94 | 16,586.10 |
| Selling expenses | 190,578.45 | 203,278.61 | 275,706.61 |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Administrative expenses | 247,309.83 | 190,961.36 | 163,575.64 |
|---|---|---|---|
| Financial expenses | 78,583.06 | 75,989.79 | 49,143.52 |
| Impairment loss of assets | 25,916.41 | 21,186.97 | 20,794.72 |
| Net gains from changes in fair values |
-1,566.89 | 2,362.39 | -2,246.47 |
| Net investment income | 121,290.94 | 62,185.59 | 36,232.75 |
| Including: Gains arising from investments in associated enterprises and joint ventures |
21,031.04 | 19,175.13 | 16,153.74 |
| Losses arising from disposal of assets |
-294.20 | -238.62 | |
| Other income | 30,019.06 | - | - |
| III. Operating profits | 350,868.09 | 328,869.20 | 305,088.32 |
| Add: Non-operating income |
822.86 | 28,749.44 | 24,253.02 |
| Less: Non-operating expenses |
2,635.35 | 2,423.01 | 4,658.37 |
| IV. Total profits | 349,055.60 | 355,195.63 | 324,682.97 |
| Less: Income tax | 34,174.93 | 44,622.44 | 37,143.85 |
| V. Net profits | 314,880.66 | 310,573.19 | 287,539.12 |
| Less: Gains or losses from minority interests |
9,414.97 | 10,275.00 | 2,589.42 |
| Net profits attributable to owners of the parent company |
305,465.69 | 300,298.20 | 284,949.70 |
| Add: Other comprehensive income |
28,410.54 | 8,917.31 | -7,164.94 |
| VI. Total comprehensive income |
343,291.20 | 319,490.50 | 280,374.18 |
| Less: Total comprehensive income attributable to minority shareholders |
9,414.97 | 10,275.00 | 2,589.42 |
| Total comprehensive income attributable to ordinary shareholders of theparent company |
333,876.23 | 309,215.51 | 277,784.76 |
| VII. Earnings per share |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Basic earnings per share |
0.8390 | 0.8339 | 1.0522 |
|---|---|---|---|
| Diluted earnings per share |
0.8390 | 0.8339 | 1.0522 |
3. Consolidated Statement of Cash Flows
Unit: in ten thousand
| Unit: in ten thousand | |||
|---|---|---|---|
| For the year of 2017 | For the year of 2016 |
For the year of 2015 |
|
| I. Cash inflows from operating activities | |||
| Cash received from sales of goods, provision of services |
2,304,183.94 | 2,172,303.15 | 2,258,626.89 |
| Tax refund received | 30,814.41 | 25,521.38 | 23,929.05 |
| Other cash received relating to operatingactivities |
102,078.00 | 70,969.13 | 105,545.48 |
| Subtotal of cash inflows from operating activities |
2,437,076.36 | 2,268,793.66 | 2,388,101.43 |
| Cash paid for goods purchased, services rendered |
1,509,829.16 | 1,390,931.05 | 1,409,281.73 |
| Cash paid to or on behalf of employees |
211,013.27 | 162,706.31 | 120,661.51 |
| Taxes paid | 188,887.49 | 203,983.83 | 220,796.07 |
| Other cash paid relating to operatingactivities |
225,001.55 | 200,918.19 | 159,749.29 |
| Subtotal of cash outflows from operating activities |
2,134,731.48 | 1,958,539.38 | 1,910,488.61 |
| Net cash flows from operating activities |
302,344.88 | 310,254.27 | 477,612.82 |
| II. Cash inflows from investment activities | |||
| Cash received from recovery of investments |
23,735.96 | 65,466.67 | 13,452.99 |
| Cash from investment income | 31,272.60 | 21,351.18 | 29,935.71 |
| Net cash from disposal of fixed assets, intangible assets and other long-term assets |
454.81 | 4,461.59 | 1,415.82 |
| Net cash from disposal of subsidiaries and other operatingentities |
29,710.73 | 4,526.13 | 24,180.47 |
| Other cash received relating to investment activities |
30,713.97 | 16,899.11 | 9,150.49 |
| Subtotal of cash inflows from investment activities |
115,888.07 | 112,704.67 | 78,135.49 |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Cash paid for purchase of fixed assets, intangible assets and other long-term assets |
490,536.46 | 565,260.76 | 746,411.23 |
|---|---|---|---|
| Cash paid for investments | 117,655.62 | 195,325.00 | 23,566.65 |
| Net cash paid for acquisition of subsidiaries and other operatingentities |
180,401.68 | 26,380.33 | 15,374.29 |
| Other cash paid relating to investment activities |
37,089.03 | 26,851.43 | 17,300.38 |
| Subtotal of cash outflows from investment activities |
825,682.80 | 813,817.52 | 802,652.55 |
| Net cash flows from investment activities |
-709,794.73 | -701,112.85 | -724,517.06 |
| III. Cash inflows from financing activities |
|||
| Cash received from investments |
6,489.50 | 154,699.46 | 46,630.89 |
| Cash received from borrowings |
813,907.84 | 750,704.40 | 523,656.40 |
| Other cash received relating to financingactivities |
221.62 | 1,627.78 | 3,469.49 |
| Cash received from issue of bonds |
- | 120,290.00 | 232,188.85 |
| Subtotal of cash inflows from financing activities |
820,618.96 | 1,027,321.64 | 805,945.63 |
| Cash paid for repayment of debts |
332,734.32 | 294,681.50 | 716,856.05 |
| Cash paid for distribution of dividends, profits or repayment of interests |
145,716.02 | 205,359.88 | 180,968.70 |
| Including: Dividends and profits paid to minority shareholders bysubsidiaries |
3,653.77 | 7,313.63 | 2,503.87 |
| Other cash paid relating to financingactivities |
3,979.58 | 2,626.23 | 5,102.09 |
| Subtotal of cash outflows from financing activities |
482,429.93 | 502,667.61 | 902,926.84 |
| Net cash flows from financing activities |
338,189.03 | 524,654.03 | -96,981.21 |
| IV. Effect of exchange rate changes on cash |
-8,767.11 | 4,707.80 | 5,645.87 |
| V. Net increase in cash and cash equivalents |
-78,027.93 | 138,503.26 | -338,239.57 |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Add: Balance of cash and cash equivalents at the beginning of theperiod |
752,646.28 | 614,143.02 | 952,382.60 |
|---|---|---|---|
| VI. Balance of cash and cash equivalents at the end of the period |
674,618.35 | 752,646.28 | 614,143.02 |
(II) Parent Company’s Financial Statements
1. Parent Company’s Balance Sheet
Unit: RMB: in ten thousand
| 2017.12.31 | 2016.12.31 | 2015.12.31 | |
|---|---|---|---|
| Current assets: | |||
| Currency funds | 318,176.79 | 432,614.77 | 413,901.46 |
| Available-for-sale financial assets |
105,000.00 | 75,000.00 | |
| Bills receivable | 151,057.34 | 218,580.49 | 83,781.66 |
| Accounts receivable | 964,647.26 | 1,006,042.64 | 889,661.69 |
| Prepayments | 28,802.28 | 27,664.04 | 15,726.96 |
| Interest receivable | 15,316.03 | 20,577.48 | 6,863.85 |
| Other receivables | 589,862.35 | 371,802.48 | 648,514.69 |
| Dividends receivable | 61,924.58 | 177,340.23 | |
| Inventories | 180,084.15 | 148,830.29 | 163,638.95 |
| Other current assets | 16,617.20 | 12,410.30 | 5,329.31 |
| Total current assets | 2,431,487.98 | 2,490,862.72 | 2,227,418.58 |
| Non-current assets: | |||
| Available-for-sale financial assets |
240.00 | 240.00 | |
| Held to maturity investments |
4,999.61 | 4,999.52 | |
| Long-term receivables | 453,621.18 | 254,059.39 | 279,107.66 |
| Long-term equity investments |
1,217,464.07 | 1,213,043.13 | 1,071,726.87 |
| Investment properties | 6,066.52 | 6,280.31 | 6,494.10 |
| Fixed assets | 20,754.18 | 17,285.63 | 14,931.64 |
| Construction in progress | 989.56 | 296.95 | 10.36 |
| Intangible assets | 14,932.38 | 8,705.98 | 5,599.80 |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Development expenses | 15,679.21 | 18,319.15 | 2,423.07 |
|---|---|---|---|
| Long-term deferred expenses |
- | 44.48 | 167.26 |
| Deferred tax assets | 64,187.40 | 64,793.24 | 55,543.32 |
| Other non-current assets | - | 17,506.16 | 17,409.20 |
| Total non-current assets | 1,798,934.11 | 1,605,573.94 | 1,453,413.29 |
| Total assets | 4,230,422.09 | 4,096,436.66 | 3,680,831.88 |
| Current liabilities: | |||
| Short-term borrowings | 133,615.83 | 165,587.36 | 131,947.40 |
| Bills payable | 391,972.61 | 431,731.89 | 478,335.10 |
| Accounts payable | 647,023.60 | 592,636.46 | 475,632.41 |
| Receipts in advance | 330,198.62 | 253,019.02 | 164,023.90 |
| Employee benefits payable |
21,287.00 | 22,814.57 | 22,869.90 |
| Tax payables | 1,009.91 | 21,342.91 | 34,777.89 |
| Interest payable | 12,903.15 | 13,186.16 | 1,469.16 |
| Dividends payable | 5,000.00 | 5,000.00 | |
| Other payables | 447,044.50 | 357,705.29 | 599,050.32 |
| Non-current liabilities due within oneyear |
103,970.98 | 18,423.65 | |
| Anticipated liabilities | 136,792.93 | 124,378.94 | 98,001.87 |
| Total current liabilities | 2,230,819.13 | 2,005,826.26 | 2,006,107.95 |
| Non-current liabilities: | |||
| Long-term borrowings | 1,700.00 | 36,585.00 | 32,468.00 |
| Bonds payable | 80,976.89 | 151,934.09 | 49,580.87 |
| Long-term payables | 60,306.01 | 59,166.09 | 68,783.33 |
| Anticipated liabilities | 164,837.36 | 188,548.02 | 160,310.11 |
| Deferred income-non-current liabilities |
8,483.43 | 12,253.87 | 12,819.88 |
| Total non-current liabilities |
316,303.69 | 448,487.07 | 323,962.18 |
| Total liabilities | 2,547,122.82 | 2,454,313.33 | 2,330,070.13 |
| Owners’ equity (Shareholders’ equity): | |||
| Paid in capital (or share | 355,620.33 | 273,554.10 | 273,554.10 |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| capital) | |||
|---|---|---|---|
| Other equity instrument | 149,511.85 | 149,511.85 | |
| Capital reserve | 826,471.05 | 826,471.05 | 826,471.05 |
| Other comprehensive income |
-63.56 | -156.91 | -63.85 |
| Surplus reserve | 119,837.59 | 109,548.25 | 81,723.37 |
| Undistributed profit | 231,922.01 | 283,195.00 | 169,077.07 |
| Total owners’ equity | 1,683,299.27 | 1,642,123.33 | 1,350,761.75 |
| Total liabilities and owners’ equity |
4,230,422.09 | 4,096,436.66 | 3,680,831.88 |
2. Parent Company’s Income Statement
Unit: RMB: in ten thousand
| For the year of 2017 | For the year of 2016 |
For the year of 2015 |
|
|---|---|---|---|
| I. Total operating income | 1,595,562.57 | 1,827,044.74 | 1,863,639.41 |
| Operating income | 1,595,562.57 | 1,827,044.74 | 1,863,639.41 |
| II. Total operating costs | 1,562,485.26 | 1,721,467.62 | 1,722,106.15 |
| Operating costs | 1,334,676.13 | 1,516,727.95 | 1,526,715.19 |
| Tax and surcharge | 6,270.46 | 8,601.34 | 7,445.94 |
| Selling expenses | 139,413.11 | 143,718.47 | 151,341.79 |
| Administrative expenses | 84,110.17 | 55,608.09 | 45,336.26 |
| Financial expenses | -1,404.12 | -6,910.93 | -10,766.88 |
| Impairment loss of assets | -580.49 | 3,722.70 | 2,033.84 |
| Investment income | 65,478.45 | 179,758.61 | 39,650.87 |
| Including: Gains arising from investments in associated enterprises and jointventures |
178.46 | 717.26 | 438.37 |
| Gains (losses) arising from the disposal of assets |
3.77 | -94.77 | |
| Other income | 12,664.73 | ||
| III. Operating profits | 111,224.26 | 285,240.96 | 181,184.13 |
| Add: Non-operating income |
212.48 | 9,518.04 | 6,687.13 |
| Less: Non-operating expenses |
419.63 | 629. 36 | 2,678.56 |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| IV. Total profits | 111,017.11 | 294,129.64 | 185,192.70 |
|---|---|---|---|
| Less: Income tax | 8,123.71 | 15,880.87 | 21,366.18 |
| V. Net profits | 102,893.40 | 278,248.77 | 163,826.52 |
| VI. Total comprehensive income |
102,986.76 | 278,155.70 | 163,747.65 |
3. Parent Company’s Statement of Cash Flows
Unit: in ten thousand
| Items | For the year of 2017 | For the year of 2016 |
For the year of 2015 |
|---|---|---|---|
| I.Cash flows from operating activities: | |||
| Cash received from sales of goods, provision of services |
1,414,811.88 | 1,421,658.82 | 1,422,809.83 |
| Tax refund received | 8,093.24 | 1,481.18 | 1,245.80 |
| Other cash received relating to operatingactivities |
101,796.25 | 41,791.99 | 78,827.66 |
| Subtotal of cash inflows from operating activities |
1,524,701.37 | 1,464,931.99 | 1,502,883.29 |
| Cash paid for goods purchased, services rendered |
1,059,683.89 | 1,406,406.05 | 1,648,969.12 |
| Cash paid to or on behalf of employees | 27,759.70 | 24,898.88 | 24,123.22 |
| Taxes paid | 68,861.87 | 100,519.99 | 89,605.66 |
| Other cash paid relating to operating activities |
355,401.93 | 112,689.16 | 83,757.66 |
| Subtotal of cash outflows from operating activities |
1,511,707.39 | 1,644,514.08 | 1,846,455.65 |
| Net cash flows from operating activities |
12,993.98 | -179,582.09 | -343,572.36 |
| II. Cash flows from investment activities: | |||
| Cash received from recovery of investments |
- | - | 71.75 |
| Cash from investment income | 142,963.10 | 1,800.35 | 57,570.75 |
| Net cash from disposal of fixed assets, intangible assets and other long-term assets |
33.59 | 5.00 | 17.97 |
| Other cash received relating to investment activities |
218,378.48 | 825,927.01 | 813,395.23 |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Subtotal of cash inflows from investment activities |
361,375.17 | 827,732.36 | 871,055.70 |
|---|---|---|---|
| Cash paid for purchase of fixed assets, intangible assets and other long-term assets |
6,992.35 | 7,176.83 | 3,027.41 |
| Cash paid for investments | 87,740.55 | 220,959.00 | 104,164.00 |
| Other cash paid relating to investment activities |
318,537.18 | 568,845.13 | 507,715.04 |
| Subtotal of cash outflows from investment activities |
413,270.08 | 796,980.96 | 614,906.45 |
| Net cash flows from investment activities |
51,894.91 | 30,751.40 | 256,149.25 |
| III. Ccash flows from financing activities: | |||
| Cash received from investments | - | 149,511.85 | 33,631.09 |
| Cash received from borrowings | 147,615.82 | 189,399.53 | 192,194.22 |
| Other cash received relating to financingactivities |
- | - | 183,039.53 |
| Cash received from issue of bonds | - | 120,290.00 | 49,850.00 |
| Subtotal of cash inflows from financing activities |
147,615.82 | 459,201.38 | 458,714.84 |
| Cash paid for repayment of debts | 198,817.73 | 152,765.10 | 534,692.21 |
| Cash paid for distribution of dividends, profits or repayment of interests |
73,089.80 | 138,582.78 | 130,520.76 |
| Other cash paid relating to financing activities |
1,211.58 | 381.76 | 2,563.79 |
| Subtotal of cash outflows from financing activities |
273,119.10 | 291,729.64 | 667,776.77 |
| Net cash flows from financing activities |
-125,503.28 | 167,471.75 | -209,061.93 |
| IV. Effect of exchange rate changes on cash |
-33.77 | 72.25 | 210.27 |
| V. Net increase in cash and cash equivalents |
-164,437.97 | 18,713.31 | -296,274.77 |
| Balance of cash and cash equivalents at the beginning of the period |
432,614.77 | 413,901.46 | 710,176.23 |
| VI. Balance of cash and cash equivalents at the end of the period |
268,176.79 | 432,614.77 | 413,901.46 |
(III) Management’s Analysis and Discussion
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
1. Main financial indicators for the latest 3 years
(1) Main financial indicators
| Main financial indicators | 2017-12-31 /For the year of 2017 |
2016-12-31 / For the year of 2016 |
2015-12-31 / For the year of 2015 |
|---|---|---|---|
| Liquidity ratio (times) | 1.12 | 1.34 | 1.21 |
| Quick ratio (times) | 0.98 | 1.21 | 1.06 |
| Gearing ratio (consolidated) | 67.75% | 67.88% | 66.92% |
| Gearing ratio (parent company) | 60.21% | 59.91% | 63.30% |
| Accounts receivable turnover (times/year) |
1.70 | 1.88 | 2.47 |
| Inventory turnover ratio (times/year) | 4.82 | 5.99 | 6.61 |
| Net cash flow from operating activities of each share(yuan/share) |
0.85 | 1.13 | 1.75 |
| Net cash flow per share (yuan/share) | -0.22 | 0.51 | -1.24 |
Note: with respect to the forgoing indicators, except for the parent company’s
gearing ratio, all other indicators are calculated in accordance with the criteria of the consolidated statements.
- (2) Return on net assets and earnings per share
| Item | 2017 | 2016 | 2015 |
|---|---|---|---|
| Before deduction of non-recurring profit and loss | |||
| Weighted average return on net assets (%) |
15.04 | 16.87 | 18.13 |
| Basic earnings per share (yuan) | 0.84 | 0.83 | 1.05 |
| Diluted earnings per share (yuan) | 0.84 | 0.83 | 1.05 |
| After deduction of non-recurring profit and loss | |||
| Weighted average return on net assets (%) |
14.12 | 15.99 | 17.16 |
| Basic earnings per share (yuan) | 0.79 | 0.79 | 1.00 |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Diluted earnings per share (yuan) | 0.79 | 0.79 | 1.00 | |
|---|---|---|---|---|
Note: Basic earnings per share and weighted average return on net assets are calculated in accordance with the Rule No. 9 on Preparation of Information Disclosures by Companies that Have Issued Securities – Calculation and Disclosure of Return on Equity and Earnings per Share (revised in 2010)
2. Brief analysis of Company’s financial position
(1) For the latest 3 years, the Company's asset structure is as follows
Unit: in ten thousand
| Unit: in | ten thousand | |||||
|---|---|---|---|---|---|---|
| Items | 2017-12-31 | Percentage | 2016-12-31 | Percentag e |
2015-12-31 | Percentag e |
| Current assets: | ||||||
| Currency funds |
773,953.33 | 10.63% | 827,436.69 | 12.84% | 630,637.13 | 12.00% |
| Financial assets measured at fair value through profit or loss for the current period |
1,264.00 | 0.02% | 2,593.73 | 0.04% | - | - |
| Available-for-sal e financial assets |
105,000.00 | 1.44% | 75,000.00 | 1.16% | - | - |
| Bills receivable | 204,693.79 | 2.81% | 219,884.37 | 3.41% | 99,234.91 | 1.89% |
| Accounts receivable |
1,500,128.19 | 20.61% | 1,454,761.1 9 |
22.58% | 1,353,403.2 6 |
25.74% |
| Prepayments | 70,110.13 | 0.96% | 58,854.60 | 0.91% | 46,772.06 | 0.89% |
| Interest receivable |
857.50 | 0.01% | 21.25 | 0.00% | - | - |
| Dividends receivable |
1,161.70 | 0.02% | 2,063.41 | 0.03% | 265.17 | 0.01% |
| Other receivables |
96,663.15 | 1.33% | 79,608.74 | 1.24% | 41,075.91 | 0.78% |
| Inventories | 408,301.16 | 5.61% | 319,227.99 | 4.95% | 303,720.02 | 5.78% |
| Assets classified as held for sale |
- | - | 179,364.87 | 2.78% | - | - |
| Non-current assets due within oneyear |
49,748.06 | 0.68% | 33,638.25 | 0.52% | 14,512.58 | 0.28% |
| Other current assets |
96,251.67 | 1.32% | 57,206.94 | 0.89% | 39,043.15 | 0.74% |
| Total current assets |
3,308,132.70 | 45.45% | 3,309,662.0 1 |
51.36% | 2,528,664.1 9 |
48.10% |
| Non-current assets: | ||||||
| Financial assets measured at fair value through profit or loss for the current period |
1.79 | 0.00% | 198.58 | 0.00% | 412.1 | 0.01% |
| Derivative financial products |
1,605.25 | 0.02% |
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Available-for-sal e financial assets |
116,821.00 | 1.60% | 119,132.46 | 1.85% | 90,112.08 | 1.71% |
|---|---|---|---|---|---|---|
| Held to maturity investments |
4,999.61 | 0.07% | 4,999.52 | 0.08% | - | - |
| Long-term receivables |
711,600.36 | 9.78% | 443,996.17 | 6.89% | 376,077.93 | 7.15% |
| Long-term equity |
239,074.49 | 3.28% | 130,796.23 | 2.03% | 104,719.95 | 1.99% |
| Investment properties |
6,790.42 | 0.09% | 7,080.03 | 0.11% | 7,369.64 | 0.14% |
| Fixed assets | 1,807,967.52 | 24.84% | 1,709,355.8 2 |
26.53% | 953,944.24 | 18.15% |
| Construction in progress |
475,880.35 | 6.54% | 238,513.29 | 3.70% | 747,566.99 | 14.22% |
| Intangible assets | 246,928.79 | 3.39% | 100,259.23 | 1.56% | 70,557.99 | 1.34% |
| Development expenses |
8,736.26 | 0.12% | 6,554.34 | 0.10% | 3,097.39 | 0.06% |
| Goodwill | 49,760.06 | 0.68% | 47,442.86 | 0.74% | 31,625.88 | 0.60% |
| Long-term deferred expenses |
5,883.98 | 0.08% | 5,738.06 | 0.09% | 5,959.95 | 0.11% |
| Deferred tax assets |
160,138.50 | 2.20% | 151,739.05 | 2.35% | 133,843.61 | 2.55% |
| Other non-current assets |
134,462.87 | 1.85% | 168,248.84 | 2.61% | 203,288.13 | 3.87% |
| Total non-current assets |
3,970,651.24 | 54.55% | 3,134,054.4 9 |
48.64% | 2,728,575.9 0 |
51.90% |
| Total assets | 7,278,783.94 | 100.00% | 6,443,716.5 0 |
100.00% | 5,257,240.0 8 |
100.00% |
During the reporting period, the asset size of the Company generally showed a continuous upward trend. Total assets as at the end of 2016 increased by RMB 11,864,764,200 as compared to the end of 2015, representing an increase of 22.57%; Total assets as at the end of 2017 increased by RMB 8,350,674,400 as compared to the end of 2016, representing an increase of 12.96%; At the end of 2015, 2016 and 2017, the Company's current assets accounted for 48.10%, 51.36% and 45.45% of the total assets respectively, and the non-current assets accounted for 51.90%, 48.64% and 54.55% of the total assets respectively.
During the reporting period, the current assets were mainly comprised of accounts receivable, inventories and monetary capital, which accounted for a high proportion of current assets and had a greater influence on the changes in current assets. The non-current assets of the Company accounted for a relatively high proportion of the total assets, and the proportion remained stable during the reporting period. With respect to the non-current assets of the Company, fixed assets and long-term receivables were the major components thereof.
(2) Analysis of liabilities
At the end of each reporting period, the liabilities composition of the Company is as follows:
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
Unit: in ten thousand
| Item | 2017-12-31 | Percentage | 2016-12-31 | Percentag e |
2015-12-31 | Percentage |
|---|---|---|---|---|---|---|
| Current liabilities: | ||||||
| Short-term borrowings |
205,492.56 | 4.17% | 180,365.42 | 4.12% | 131,947.40 | 3.75% |
| Bills payable | 466,572.15 | 9.46% | 487,912.12 | 11.16% | 482,681.82 | 13.72% |
| Accounts payable | 1,059,116.06 | 21.48% | 959,359.94 | 21.93% | 944,779.96 | 26.85% |
| Receipts in advance |
465,815.74 | 9.45% | 322,505.29 | 7.37% | 188,939.39 | 5.37% |
| Employee benefits payable |
62,899.98 | 1.28% | 66,733.50 | 1.53% | 60,653.58 | 1.72% |
| Tax payables | 33,540.75 | 0.68% | 61,005.54 | 1.39% | 70,526.24 | 2.00% |
| Interest payable | 9,557.70 | 0.19% | 9,107.71 | 0.21% | 5,549.78 | 0.16% |
| Dividends payable | 7,638.81 | 0.15% | 5,000.00 | 0.11% | - | - |
| Other payables | 72,850.45 | 1.48% | 60,343.75 | 1.38% | 38,533.26 | 1.10% |
| Liabilities classified as held for sale |
- | - | 65,009.99 | 1.49% | - | - |
| Non-current liabilities due within oneyear |
399,218.66 | 8.10% | 89,043.43 | 2.04% | 43,256.53 | 1.23% |
| Anticipated liabilities |
177,328.85 | 3.60% | 159,911.10 | 3.66% | 129,021.16 | 3.67% |
| Total current liabilities |
2,960,031.72 | 60.03% | 2,466,297.8 1 |
56.39% | 2,095,889.12 | 59.57% |
| Non-current liabilities: | ||||||
| Long-term borrowings |
1,507,604.11 | 30.57% | 1,186,654.5 7 |
27.13% | 838,857.07 | 23.84% |
| Bonds payable | 80,976.89 | 1.64% | 355,249.28 | 8.12% | 237,205.36 | 6.74% |
| Long-term payables |
92,313.39 | 1.87% | 86,429.88 | 1.98% | 91,338.02 | 2.60% |
| Anticipated liabilities |
209,689.07 | 4.25% | 236,676.89 | 5.41% | 220,269.94 | 6.26% |
| Deferred income | 35,426.61 | 0.72% | 32,442.02 | 0.74% | 28,811.26 | 0.82% |
| Deferred tax liabilities |
45,242.04 | 0.92% | 10,086.61 | 0.23% | 5,808.92 | 0.17% |
| Total non-current liabilities |
1,971,252.12 | 39.97% | 1,907,539.2 5 |
43.61% | 1,422,290.58 | 40.43% |
| Total liabilities | 4,931,283.83 | 100.00% | 4,373,837.0 7 |
100.00% | 3,518,179.70 | 100.00% |
With the rapid growth of the Company's production and sales scale, the total liabilities of the Company increased year by year in the reporting period. At the end of 2015, 2016 and 2017, the total liabilities of the Company were RMB RMB35,181,797,000, RMB43,738,370,700 and RMB49,312,838,300 respectively. The Company’s liabilities composition at the end of each reporting period was relatively balanced with the current liabilities accounting for 59.57%, 56.39% and 60.03% respectively.
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
(3) Analysis of Solvency
At the end of each reporting period, the Company’s main solvency indicators are as follows:
| ws: | |||
|---|---|---|---|
| Main financial indicators |
2017-12-31 /For the year of 2017 |
2016-12-31 / For the year of 2016 |
2015-12-31 / For the year of 2015 |
| Liquidity ratio (times) | 1.12 | 1.34 | 1.21 |
| Quick ratio (times) | 0.98 | 1.21 | 1.06 |
| Gearing ratio (consolidated) |
67.75% | 67.88% | 66.92% |
| Gearing ratio (parent company) |
60.21% | 59.91% | 63.30% |
At the end of each reporting period, the Company's liquidity ratio was 1.21, 1.34 and 1.12 respectively, and the quick ratio was 1.06, 1.21 and 0.98 respectively. During the reporting period, the Company's overall liquidity ratio and quick ratio were at a relatively low level. The reason for lower liquidity ratio and quick ratio at the year end of 2017 was mainly due to the lower balance of currency fund, and the relative higher balance of inventory caused by the undelivered wind turbine at the end of 2017.
At the end of each reporting period, the consolidated gearing ratio of the Company was 66.92%, 67.88% and 67.75% respectively. The gearing ratio of the parent company was 63.30%, 59.91% and 60.21% respectively. Generally, during the reporting period, the Company's consolidated criteria and the parent company's gearing ratio were relatively high, but it was relatively stable overall, which is mainly attributable to the Company’s maintenance of a sound financial policy.
During the reporting period, the Company's gearing ratio was generally at a relatively high level. Enlarging the capital of the Company by virtue of public issue of securities through Rights Issue will help reduce the Company's financial leverage and improve the liability composition.
(4) Analysis of operation capacity
During the reporting period, the main financial indicators of the Company’s assets turnover are as follows:
| Main financial indicators |
2017-12-31 /For the year of 2017 |
2016-12-31 / For the year of 2016 |
2015-12-31 / For the year of 2015 |
|
|---|---|---|---|---|
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
| Accounts receivable turnover (times/year) |
1.70 | 1.88 | 2.47 |
|---|---|---|---|
| Inventory turnover ratio (times/year) |
4.82 | 5.99 | 6.61 |
For the years of 2015, 2016 and 2017, the Company's accounts receivable turnover was 2.47, 1.88 and 1.70 respectively. The increase in the accounts receivable turnover in 2015 was mainly due to the fact that the tariff adjustment policy at the end of 2015 increased the demand of installed capacity, which led to the growth of the Company's sales revenue.
For the years of 2015, 2016 and 2017, the Company's inventory turnover ratio was 6.61, 5.99 and 4.82 respectively. The increase in inventory turnover ratio in 2015 was mainly due to the increase in cost of sales caused by the increase in sales revenue. At the end of 2017, the balance of inventory was increased for satisfying the demand for delivery in 2018, which resulted in the decrease of turnover ratio.
(5) During the reporting period for the profitability analysis, the Company's main profitability indicators are as follows:
Unit: in ten thousand
| Item | For the year of 2017 |
For the year of 2016 |
For the year of 2015 |
|---|---|---|---|
| Operating income | 2,512,945.60 | 2,639,582.93 | 3,006,209.96 |
| Operating costs | 1,753,045.78 | 1,867,141.41 | 2,209,301.32 |
| Operating profits | 350,868.09 | 328,869.20 | 305,088.32 |
| Total profits | 349,055.60 | 355,195.63 | 324,682.97 |
| Net Profits | 314,880.66 | 310,573.19 | 287,539.12 |
| Net profits attributable to owners of the parent company |
305,465.69 | 300,298.20 | 284,949.70 |
| Gross margin | 30.24% | 29.26% | 26.51% |
During the reporting period, the operating income of the Company was somewhat fluctuated, which mainly due to the fluctuation of market demand caused by the fluctuation of industrial policies. In 2015, the new installed capacity in China is larger, which led to the Company's higher sales revenue. During the reporting period, the gross margin of the Company increased steadily. Net profits attributable to owners of the parent company were RMB2,849,497,000, RMB3,002,982,000 and RMB3,054,656,900 respectively. Profitability increased continuously.
IV. Purpose of Proceeds from this Rights Issue
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
The total amount of Proceeds from this Rights Issue will not exceed RMB4,744,183,000. After deducting the expenses of issue, the net Proceeds will be used for Stockyard Hill Wind Farm 527.5MW Project, Moorabool North Wind Farm 150MW Project, supplement of working capital, repayment of interest-bearing liabilities. The particulars are as follows: Unit: in ten thousand
| Serial No. |
Name of Project | Total amount planned to be invested in the project |
Amount of Proceeds planned to be used |
|---|---|---|---|
| 1 | Stockyard Hill Wind Farm 527.5MW Project |
518,261.06 | 139,418.30 |
| 2 | Moorabool North Wind Farm 150MW Project |
180,339.81 | 35,000.00 |
| 3 | Supplement of working capital |
- | 150,000.00 |
| 4 | Repayment of interest- bearingliabilities |
- | 150,000.00 |
| In total | 474,418.30 |
If the net Proceeds from this Rights Issue is less than those planned to be used in connection with the above-mentioned projects, the shortage shall be funded by the Company itself. Without changing the projects invested with the Proceeds from this Rights Issue, the Board of the Company may, according to the actual needs of the projects, appropriately adjust the investment sequence and amount of the Proceeds raised for the forgoing projects. During the period from the meeting of the Board’s approval of the Rights Issue plan to the availability of the Proceeds from this Rights Issue, the Company may invest in such projects with the self-raised fund in accordance with the operating conditions and development plan and will be reimbursed after the availability of Proceeds in accordance with the relevant regulations.
V. Dilution of Immediate Returns by Share Rights Issue and Remedial Measures
After the completion of issue through Rights Issue, the Company's total share capital and net assets will have a certain degree of increase, but it may take some time if using Proceeds to generate benefits, which may lead to the decline in the earnings per share, the weighted average return on net assets and other indicators at a certain degree, namely, after the issue of shares through Rights Issue, there is a risk of dilution of the immediate return.
At the Fifteenth Meeting of the Sixth Session of the Board of the Company held on March 23, 2018, the Company deliberated and approved the Proposal on Dilution of Immediate Returns by Company’s Rights Issue and Remedial Measures. Concurrent with the disclosure of such Proposal, the Company also disclosed the Announcement on Dilution of
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_ Immediate Returns by Rights Issue and Remedial Measures.
On January 18, 2019, the adjustment of total amount of proceeds from Rights Issue and determination of proportion of the Rights Issue was approved at the 22[nd] meeting of the Sixth Session of the Board and the Plan of Rights Issue has been revised by the Company and, at the same time, the reminder of the risk of dilution of immediate returns by Rights Issue to existing shareholders, remedial measures and relevant parties’ undertakings was also revised accordingly.
The special Remedial Measures formulated by the Company for responding to the risk that the immediate returns will be diluted do not mean any guarantee of the Company’s future profits. The investors shall not make their investment decisions by relying thereon. The Company assumes no liabilities for compensation with respect to the losses suffered by investors arising from their investment decisions made by relying thereon.
VI. The Company’s Distribution of Profits
(I) Profits Distribution Policy set forth in the Articles of Association
As of the date on which this Plan is disclosed, the Profits Distribution Policy set forth in the Articles of Association is as follows:
- Ways of the Company’s Distribution of Profits
The Company’s dividend in the next three years will be distributed in the form of cash, stock or a combination thereof, with a priority on cash distribution.
- Principle of the Company’s Distribution of Profit
Under the circumstance that the Company is profitable and the accumulative undistributed profits are positive, and at the same time the cash flow is sufficient to meet the requirements of continuing operations and long-term development, the Company shall distribute the dividends in cash.
When the Company actually distributes profits, the Board shall propose the cash dividends policy in accordance with the procedures set forth in the Company’s Articles of Association after comprehensively considering its industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, and differentiating the following circumstances: (1) if the Company's development falls into the mature stage and there are no major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 80%; (2) if the Company's development falls into the mature stage and there are major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 40%; (3) if the Company's development falls into the growth stage and there are major capital
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 30%. If the Company's development stage is difficult to be differentiated but there are major capital expenditure arrangements, it may be dealt with in accordance with the preceding provisions.
If the Company is in good operating condition, and the Board believes that the size of the Company's share capital does not match the scale of operations, and distribution of share dividends are beneficial to the overall interests of the Company's shareholders, it may propose and implement a Plan for Distribution of Share Dividends.
The Company shall make the distribution based on the profits available for distribution as listed in the consolidated accounting statements and the parent company's accounting statements (whichever is lower).
In principle, the Company shall distribute the dividends once a year. The Board of the Company may propose to distribute the interim dividends base on the profitability of the Company.
(II) Shareholder Return Plan
The Board has formulated a Xinjiang Goldwind Shareholder Return Plan 2018-2020 (“Return Plan”) in accordance with the Circular on Further Settling the Issues Concerning the Payment of Cash Dividends by Listed Companies and No. 3 Guideline for the Supervision of Listed Companies – Cash Dividends of Listed Companies promulgated by the CSRC and the Articles of Association of the Company, taking into account profit distribution factors such as the operation and development of the Company, social capital costs, and the external financing environment.
1. Basis of the Return Plan
The Return Plan is formulated in accordance with relevant laws and regulations and the Articles of Association of the Company in respect of profit distribution, with a focus on providing investors with reasonable investment returns and maintaining the sustainable development and the continuous, stable profit distribution policy of the Company.
2. Factors Considered
A continuous, stable distribution mechanism for investors is to be established based on an analysis of the Company’s operation and development, social capital costs and the external financing environment, taking into account the current and future profits, cash flow, development progress, capital needs for project investment and bank credit of the Company, in addition to the financing environment.
3. Return Plan 2018-2020
The Company’s dividend in the next three years will be distributed in the form of cash, stock or a combination thereof, with priority given to cash distribution.
Xinjiang Goldwind Science&Technology Co.,Ltd
The Company's 2018 Plan for Public Issue of Securities through Rights Issue (Revised Version)_
Subject to the Company’s realized profit and a cash flow sufficient for the Company’s normal operation and long-term development, the Company will place emphasis on shareholders’ investment return by implementing an active cash distribution mechanism.
During the period from 2018 to 2020, when the Company actually distributes profits, the Board shall propose the cash dividends policy in accordance with the procedures set forth in the Company’s Articles of Association after comprehensively considering its industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, and differentiating the following circumstances:
(1) if the Company's development falls into the mature stage and there are no major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 80%;
(2) if the Company's development falls into the mature stage and there are major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 40%;
(3) if the Company's development falls into the growth stage and there are major capital expenditure arrangements, when the Company distributes the profits, the proportion of cash dividends in the profit distribution shall be at least 30%. If the Company's development stage is difficult to be differentiated but there are major capital expenditure arrangements, it may be dealt with in accordance with the preceding provisions.
If the Company is in good operating condition, and the Board believes that the size of the Company's share capital does not match the scale of operations, and distribution of share dividends are beneficial to the overall interests of the Company's shareholders, it may propose and implement a Plan for Distribution of Share Dividends.
Xinjiang Goldwind Science & Technology Co., Ltd
Board of Directors January 18, 2019