Company code: Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) company abbreviation: Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) bond Code: 113550 bond abbreviation: Changqi convertible bond Jiangsu Changshu Automotive Trim Group Co.Ltd(603035)
Annual report for 2021
Important tips
1、 The board of directors, board of supervisors, directors, supervisors and senior managers of the company guarantee the authenticity, accuracy and integrity of the contents of the annual report, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities. 2、 All directors of the company attended the board meeting. 3、 Lixin Certified Public Accountants (special general partnership) issued a standard unqualified audit report for the company. 4、 Luo Xiaochun, the person in charge of the company, Luo Zhengfang, the person in charge of accounting, and Wu Miao, the person in charge of the accounting organization (Accounting Supervisor), declare that they guarantee the authenticity, accuracy and completeness of the financial report in the annual report. 5、 Profit distribution plan or plan for converting accumulation fund into share capital during the reporting period approved by the board of directors
According to the deliberation and approval of the sixth meeting of the Fourth Board of directors held on April 18, 2022, the profit distribution plan of the company in 2021 is to distribute cash of RMB 3.496 (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity registration of profit distribution. As of December 31, 2021, the total share capital of the company is 360749112 shares. Based on this calculation, the total cash dividend payable is 12611788956 yuan (including tax), and the remaining undistributed profits are carried forward and retained. Capital reserve will not be converted into share capital this time. The company's cash dividends accounted for 30.00% of the net profit attributable to the common shareholders of the listed company in the consolidated statements.
The above profit distribution plan shall be implemented after being deliberated and approved by the 2021 annual general meeting of shareholders. If the total share capital of the company changes due to the conversion of convertible corporate bonds from the date of disclosure of the profit distribution plan to the date of equity registration of profit distribution, it is proposed to maintain the distribution proportion of cash distribution per share unchanged and adjust the total amount of cash distribution accordingly. 6、 Risk statement of forward-looking statements √ applicable □ not applicable
The future plans, development strategies and other forward-looking descriptions involved in this report do not constitute the company's substantive commitment to investors. Please pay attention to investment risks. 7、 Whether there is any non operational occupation of funds by the controlling shareholders and their related parties? VIII. Whether there is any external guarantee in violation of the specified decision-making procedures? IX. whether more than half of the directors cannot guarantee the authenticity, accuracy and integrity of the annual report disclosed by the company? X. major risk tips
The company has described the possible risks in detail in this report. Please refer to the "possible risks" in Section III "management discussion and analysis". 11、 Others √ applicable □ not applicable
1. About the acquisition of equity of German way people + GmbH and way business solutions GmbH
The proposal on foreign investment was deliberated and adopted at the 30th meeting of the third board of directors held on September 6, 2021. Combined with the company's future development strategy, in order to further improve the company's independent R & D and design ability and realize the interests of the company and shareholders
Through friendly negotiation with German abogo beteiligungs GmbH (hereinafter referred to as abogo company), the company acquired 25% equity of German way people + GmbH (hereinafter referred to as "way people +") held by abogo company for 380000 euros and 25% equity of German way business solutions GmbH (hereinafter referred to as "way business") held by abogo company for 920000 euros. Both parties to the transaction signed the equity transfer agreement on September 21, 2021, and then completed the relevant change procedures of equity transfer. After the completion of this transaction, the company will hold 55% equity of way people + and way business, and the two companies will become the holding subsidiaries of the company and be included in the consolidated financial statements. Way people + and way busines have the supplier system certification of BMW and Porsche in Germany. They are mainly technology R & D and service companies that integrate design, project management, design implementation and service in the automotive industry. They have the capabilities of product engineering design, project management, software development, manufacturing engineering design and virtual reality. So far, the company's European R & D center has been officially established. This acquisition holds way people + and way buses. The two sides complement each other's advantages and exchange personnel. The company will obtain the opportunity of industry-leading talent and technical exchange, further improve the company's independent R & D and design ability, directly enter the global bidding scope of high-end automobile brand engineering design, and participate in and understand the cutting-edge development and research of international automobile interior parts in environmental protection and intelligence, Further improve the company's development ability in intelligent cabin system, and have the industry-leading intelligent design ability of automobile interior. catalogue
Section 1 interpretation three
Section II Company Profile and main financial indicators five
Section III Management Discussion and Analysis nine
Section IV corporate governance twenty-eight
Section V environmental and social responsibility forty-eight
Section VI important matters fifty
Section VII changes in shares and shareholders seventy-five
Section 8 preferred shares eighty-two
Section IX relevant information of bonds eighty-three
Section x financial report eighty-five
(I) financial statements containing the signatures and seals of the person in charge of the company, the person in charge of accounting work and the person in charge of accounting organization (the person in charge of the catalogue of documents for future reference).
(II) the original of the audit report with the seal of the accounting firm and the signature and seal of the certified public accountant.
(III) originals of all documents and announcements publicly disclosed by the company during the reporting period.
Section I interpretation
1、 Interpretation in this report, unless the context otherwise requires, the following words have the following meanings: Interpretation of common words
Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) , company and CAIP refer to Jiangsu Changshu Automotive Trim Group Co.Ltd(603035)
Beijing Changchun refers to Beijing Changchun Auto Parts Co., Ltd., which is a wholly-owned subsidiary of the company.
Changchun Changchun refers to Changchun Changchun automobile interior decoration Co., Ltd., which is a wholly-owned subsidiary of the company.
Jiangsu Changchun refers to Jiangsu Changchun Automobile Technology Co., Ltd., which is a wholly-owned subsidiary of the company.
Wuhu Changchun refers to Wuhu Changchun automobile interior decoration Co., Ltd., which is a wholly-owned subsidiary of the company.
Shangrao Changchun refers to Shangrao Changchun automobile interior decoration Co., Ltd., which is a wholly-owned subsidiary of the company.
Tianjin technology refers to Tianjin Changchun Automobile Technology Co., Ltd., which is a wholly-owned subsidiary of the company.
Chengdu Suchun refers to Chengdu Suchun Auto Parts Co., Ltd., which is a wholly-owned subsidiary of the company.
Kaideli refers to Changshu kaideli material recycling Co., Ltd., which is a wholly-owned subsidiary of the company.
Suzhou Changchun refers to Suzhou Changchun Industrial Investment Co., Ltd., which is a wholly-owned subsidiary of the company.
Changshu Changshun refers to Changshu Changshun Auto Parts Co., Ltd., which is a wholly-owned subsidiary of the company.
Changyuan technology refers to Changyuan Technology (Tianjin) Co., Ltd., which is the holding subsidiary of the company.
Evergreen intelligent refers to evergreen Intelligent Technology (Tianjin) Co., Ltd., which is the holding subsidiary of the company.
Changrui technology refers to Changrui Technology (Tianjin) Co., Ltd., which is the holding subsidiary of the company.
Tianjin antonglin refers to Tianjin antonglin Auto Accessories Co., Ltd., which is the holding subsidiary of the company.
Tianjin Weichun refers to Tianjin Weichun Automobile Technology Co., Ltd., which is the holding subsidiary of the company.
Yibin Changyi refers to Yibin Changyi Auto Parts Co., Ltd., which is the holding subsidiary of the company.
Shenyang Changchun refers to Shenyang Changchun Auto Parts Co., Ltd., which is a wholly-owned subsidiary of the company.
Tianjin Changchun refers to Tianjin Changchun Auto Parts Co., Ltd., which is a wholly-owned subsidiary of the company.
Foshan Changchun refers to Foshan Changchun Auto Parts Co., Ltd., which is a wholly-owned subsidiary of the company.
Yuyao Changchun refers to Yuyao Changchun automobile interior decoration Co., Ltd., which is a wholly-owned subsidiary of the company.
German representative office refers to the representative office of Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) in Germany
Charitable foundation refers to Suzhou Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) charity foundation, which is a charitable foundation invested and established by the company.
Changshu antonglin refers to Changshu antonglin Auto Accessories Co., Ltd., which is a joint-stock company of the company.
Changshu antonglin auto parts refers to Changshu antonglin Auto Parts Co., Ltd., which is a wholly-owned subsidiary of Changshu antonglin.
Hefei antonglin refers to Hefei antonglin Auto Parts Co., Ltd., which is a wholly-owned subsidiary of Changshu antonglin.
Changchun antonglin refers to Changchun antonglin Auto Accessories Co., Ltd., which is a joint-stock company of the company.
Beijing antonglin refers to Beijing antonglin Auto Accessories Co., Ltd., which is a wholly-owned subsidiary of Changchun antonglin.
Chengdu antonglin refers to Chengdu antonglin Auto Accessories Co., Ltd., which is a joint-stock company of the company.
Ningbo antonglin refers to Ningbo antonglin Auto Parts Co., Ltd., which is a wholly-owned subsidiary of Changshu antonglin.
Wuhu mclary refers to mclary (Wuhu) automobile exterior decoration Co., Ltd., which is a joint-stock company of the company.
FAW Fusheng refers to Changchun FAW Fusheng Group Co., Ltd., which is a joint-stock company of the company.
Changchun Paige refers to Changchun Paige Automotive Plastics Technology Co., Ltd., which is a joint-stock company of the company.
Foshan Paige refers to Foshan Paige Automotive Plastics Technology Co., Ltd., which is a wholly-owned subsidiary of Changchun Paige.
Shenyang Paige auto parts refers to Shenyang Paige Auto Parts Co., Ltd., which is a wholly-owned subsidiary of Changchun Paige.
Shenyang Paige auto trim refers to Shenyang Paige auto trim Co., Ltd., which is a wholly-owned subsidiary of Changchun Paige.
Tianjin Paige refers to Tianjin Paige Auto Parts Co., Ltd., which is a wholly-owned subsidiary of Changchun Paige.
Tianjin grenac refers to Tianjin grenac Auto Parts Co., Ltd., which is a joint-stock company of the company.
Shenyang grenac refers to Shenyang grenac Auto Parts Co., Ltd., which is a joint-stock company of the company.
Way people + GmbH refers to Wei Human Resources Co., Ltd., which is an overseas holding subsidiary of the company.
Way business solutions refers to Wei business planning Co., Ltd., which is an overseas holding subsidiary of the company.
GmbH
Spring and autumn company refers to Changshu spring and autumn Enterprise Management Consulting Co., Ltd
Bowen creative service refers to Changshu Bowen entrepreneurship Service Co., Ltd
CCB Fund - Luo Xiaochun - Jianxin Xinxiang No. 6 single asset management plan is the asset management plan of the company's controlling shareholder and actual controller of Jianxin Xinxiang No. 6, Mr. Luo Xiaochun, and the person acting in concert with Mr. Luo Xiaochun.
CSRC refers to the China Securities Regulatory Commission
Convertible bonds refer to convertible corporate bonds
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The reporting period refers to the period from January 1, 2021 to December 31, 2021
Section II Company Profile and main financial indicators
1、 Company information
Chinese name of the company Jiangsu Changshu Automotive Trim Group Co.Ltd(603035)
Chinese abbreviation of the company Jiangsu Changshu Automotive Trim Group Co.Ltd(603035)
Foreign name of the company: Jia
