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.
濰柴動力股份有限公司
WEICHAI POWER CO., LTD.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2338)
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 "Stock Exchange").
Reference is made to an announcement made by Weichai Power Co., Ltd. (the "Company") on the website of Shenzhen Stock Exchange dated 30 October 2019, which is for information only. The full text of the announcement in Chinese is published on the websites of the Stock Exchange and the Company.
By order of the Board of Directors
Tan Xuguang
Chairman and CEO
Weifang, Shandong, PRC
30 October 2019
As at the date of this announcement, the executive Directors of the Company are Mr. Tan Xuguang, Mr. Zhang Quan, Mr. Xu Xinyu, Mr. Sun Shaojun, Mr. Yuan Hongming and Mr. Yan Jianbo; the non-executive Directors of the Company are Mr. Wang Yuepu, Mr. Jiang Kui, Mr. Gordon Riske and Mr. Michael Martin Macht; and the independent non-executive Directors of the Company are Mr. Zhang Zhong, Mr. Wang Gongyong, Mr. Ning Xiangdong, Mr. Li Hongwu and Mr. Wen Daocai.
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
Stock Code: 000338 | Abbreviation: Weichai Power | Announcement No.: 2019-033 |
WEICHAI POWER CO., LTD.
THIRD QUARTERLY REPORT FOR 2019
(MAIN TEXT)
1
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
SECTION 1 IMPORTANT NOTICE
The board of directors, the Supervisory Committee and the directors, supervisors and senior management of the Company warrant that no false presentations or misleading statements are contained herein, nor with any material omissions, and severally and jointly accept responsibilities for the authenticity, accuracy and completeness of the contents of this quarterly report.
All directors have attended the Board meeting in respect of reviewing this quarterly report.
Tan Xuguang, principal of the Company, Kwong Kwan Tong, principal in‐charge of accounting and Li Xia, head of accounting department (in charge person of accounting), warrant that the financial statements contained in the quarterly report are true, accurate and complete.
2
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
SECTION 2 BASIC INFORMATION OF THE COMPANY
2.1 Major accounting data and financial indicators
Whether the Company has made retrospective adjustment or restatement of accounting data of the prior years □ Yes √No
Unit: RMB | |||||||
Change for the end | |||||||
As at the end of | of reporting | ||||||
period as | |||||||
As at the end of the | last year | ||||||
compared to end of | |||||||
reporting period | last year | ||||||
Total assets (RMB) | 223,726,604,498.05 | 205,276,365,174.18 | 8.99% | ||||
Net assets attributable to | |||||||
shareholders of | 42,877,114,285.21 | 39,313,734,834.02 | 9.06% | ||||
listed company (RMB) | |||||||
Change for the period from | |||||||
Change for the | the beginning of the year | ||||||
From the beginning | to the end of the reporting | ||||||
reporting period | |||||||
Reporting period | |||||||
of the year to the | period over the | ||||||
over the | |||||||
end of the reporting | corresponding | ||||||
corresponding | |||||||
period | period of last year | ||||||
period of last year | |||||||
Revenue (RMB) | 35,845,761,369.43 | -0.20% | 126,708,257,889.91 | 7.21% | |||
Net profit attributable to | |||||||
shareholders of listed company | 1,770,753,119.83 | 10.07% | 7,058,241,497.72 | 17.61% | |||
(RMB) | |||||||
Net profit attributable to | |||||||
shareholders of listed company | 1,494,633,694.65 | -0.93% | 6,447,076,829.66 | 13.35% | |||
after extraordinary gain/loss | |||||||
(RMB) | |||||||
Net cash flows from operating | -- | -- | 4,014,711,229.81 | -38.15% | |||
activities (RMB) | |||||||
Basic earnings per share | 0.22 | 10.95% | 0.89 | 18.55% | |||
(RMB/share) | |||||||
Diluted earnings per share | 0.22 | 10.95% | 0.89 | 18.55% | |||
(RMB/share) | |||||||
Weighted average return on net | 4.15% | -0.18% | 17.20% | 0.73% | |||
assets | |||||||
Extraordinary gain/loss items and amounts | |||||||
√ Applicable □ N/A | |||||||
Unit: RMB | |||||||
Item | Amount from the beginning | Description | |||||
of the year to the end of the | |||||||
reporting period | |||||||
3 |
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
Gains or losses from disposal of non-current assets (including the | ||
part of assets impairment provision already made and written | 103,406,089.71 | |
off) | ||
Government subsidy accounted into profit and loss for the | ||
current period, excluding those closely associated with the | 140,420,761.47 | |
business of the Company which were given in a fixed amount or | ||
volume in compliance with state standard | ||
Profit and loss from debt restructuring | 8,891,743.08 | |
Profit and loss on the changes in fair value generated from | ||
financial assets held for trading, derivative financial | ||
assets, financial liabilities held for trading and derivative | ||
financial liabilities and investment income received from | ||
disposal of financial assets held for trading, derivative | 436,033,421.23 | |
financial assets, financial liabilities held for trading, | ||
derivative financial liabilities and other debt investments, | ||
other than effective hedging business relating to ordinary | ||
operating business of the Company | ||
Reversal of impairment provision in respect of receivables and | ||
contract assets for which impairment test is conducted | 6,768,474.42 | |
separately | ||
Other non-operating income and expenses other than the above | 126,652,586.90 | |
items | ||
Less: Effects of income tax | 106,732,364.94 | |
Effects of minority interests (after tax) | 104,276,043.81 | |
Total | 611,164,668.06 | -- |
Notes for the Company's extraordinary gain or loss items as defined in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1 - Extraordinary Gains or Losses and the extraordinary gain or loss items as illustrated in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1 - Extraordinary Gains or Losses defined as its recurring gain or loss items
□ Applicable √ N/A
During the reporting period, the Company did not define any extraordinary gain or loss items as defined and illustrated in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1 - Extraordinary Gains or Losses as its recurring gain or loss items.
2.2 Total number of shareholders and information on shareholdings of the top ten shareholders as at the end of the reporting period
1. Number of shareholders of ordinary shares and shareholders of preference shares with resumed voting rights and information on shareholdings of the top tenshareholders
4
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
Unit: Share | |||||||||||||
Total number of shareholders of | Total number of shareholders of | ||||||||||||
preference shares with resumed | |||||||||||||
ordinary shares as at the end of the | 180,939 | 0 | |||||||||||
voting rights as at the end of the | |||||||||||||
reporting period | |||||||||||||
reporting period, if any | |||||||||||||
f | |||||||||||||
Information on shareholdings of the top ten shareholders | |||||||||||||
Nature of | Shareholding | Number of | Number of | Pledged or frozen | |||||||||
Name of shareholder | shareholder | ratio | shares held | restricted | Status of | Quantity | |||||||
shares held | shares | ||||||||||||
HKSCC Nominees Limited | Foreign | 24.43% | 1,938,406,116 | ||||||||||
shareholder | |||||||||||||
Weichai Group Holdings | State-owned legal | 17.72% | 1,406,100,000 | 1,345,905,600 | |||||||||
Limited | person | ||||||||||||
Hong Kong Securities | Overseas legal | ||||||||||||
Clearing Company | person | 5.13%407,084,690 | |||||||||||
Limited | |||||||||||||
Weifang Investment | State-owned legal | ||||||||||||
Group Company | person | 3.74% | 296,625,408 | 296,625,408 | |||||||||
Limited | |||||||||||||
China Securities Finance | Domestic non- | ||||||||||||
Corporation Limited | state-owned legal | 2.06% | 163,608,906 | ||||||||||
person | |||||||||||||
IVM Technical | Overseas | ||||||||||||
Consultants Wien | 1.58% | 125,265,203 | |||||||||||
legal person | |||||||||||||
Gesellschaft m.b.H | |||||||||||||
Central Huijin Assets | State-owned | ||||||||||||
Management Company | legal person | 1.37% | 108,492,800 | ||||||||||
Limited | |||||||||||||
Shandong Enterprise | Domestic | ||||||||||||
Trust Operation | non-state- owned | 0.83% | 66,180,960 | ||||||||||
Company Limited | legal person | ||||||||||||
Tan Xuguang | Domestic natural | 0.74% | 58,842,596 | 44,131,947 | |||||||||
person | |||||||||||||
Hu Zhongxiang | Domestic | 0.63% | 50,264,177 | ||||||||||
natural | |||||||||||||
person | |||||||||||||
Information on shareholdings of the top ten non-restricted shareholders | |||||||||||||
Name of shareholder | Number of non-restricted | Types of shares | |||||||||||
shares held | Types of shares | Quantity | |||||||||||
HKSCC Nominees Limited | 1,938,406,116 | Overseas listed | 1,938,406,116 | ||||||||||
foreign shares | |||||||||||||
Hong Kong Securities Clearing Company | 407,084,690 | RMB | ordinary | 407,084,690 | |||||||||
Limited | shares | ||||||||||||
China Securities Finance Corporation | 163,608,906 | RMB | ordinary | 163,608,906 | |||||||||
Limited | shares | ||||||||||||
5 |
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
IVM Technical Consultants Wien | 125,265,203 | RMB | ordinary | 125,265,203 | |
Gesellschaft m.b.H | shares | ||||
Central Huijin Assets Management | 108,492,800 | RMB | ordinary | ||
Company Limited | shares | 108,492,800 | |||
Shandong Enterprise Trust Operation | 66,180,960 | RMB | ordinary | 66,180,960 | |
Company Limited | shares | ||||
Weichai Group Holdings Limited | 60,194,400 | RMB | ordinary | 60,194,400 | |
shares | |||||
Hu Zhongxiang | 50,264,177 | RMB | ordinary | 50,264,177 | |
shares | |||||
China Merchants Bank Co., Ltd. - Orient | |||||
Hong Rui Feng Flexible Allocation Mixed | RMB | ordinary | |||
Securities Investment Fund (LOF) | 43,424,254 | 43,424,254 | |||
shares | |||||
(招商银行股份有限公司-东方红睿丰灵 | |||||
活配置混合型证券投资基金(LOF)) | |||||
Abu Dhabi Investment Authority | 37,241,939 | RMB | ordinary | 37,241,939 | |
shares | |||||
Statement on the connected relationship | Among the aforesaid shareholders, Mr. Tan Xuguang is the chairman of Weichai Group | ||||
Holdings Limited. The Company is not aware whether there is any connected | |||||
or acting in concert relationship among | |||||
relationship among the aforementioned shareholders, or whether there is any acting in | |||||
the aforementioned shareholders | |||||
concert relationship among them. | |||||
Description of top 10 shareholders' | Among the top 10 shareholders of the Company, Hu Zhongxiang held 49,369,177 shares | ||||
through a client credit trading guarantee securities account of China Galaxy Securities | |||||
involvement in financing and securities | |||||
lending businesses | Co., Ltd.. | ||||
Whether any of the top ten shareholders of ordinary shares and the top ten non-restricted shareholders of ordinary shares of the Company conducted any transactions on agreed repurchases during the reporting period
□ Yes √ No
None of the top ten shareholders of ordinary shares or the top ten non-restricted shareholders of ordinary shares of the Company conducted any transactions on agreed repurchases during the reporting period.
2. Total number of shareholders of preference shares and information on shareholdings of the top ten shareholders of preference shares as at the end of the reportingperiod
□ Applicable √ N/A
6
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
SECTION 3 IMPORTANT EVENTS
3.1 Information on and reasons for the changes of financial statistics and financial indicators during the reporting period
√ Applicable □ N/A
Unit: RMB
Item on Statements | As at the end of | As at the end of | Percentage | Reason | ||||
the reporting | change | |||||||
period | last year | |||||||
It is mainly attributable to the | ||||||||
increase in structured deposits | ||||||||
in the current period. | ||||||||
Financial assets held for trading | 5,915,503,031.17 | 4,115,199,600.23 | 43.75% | |||||
Construction in progress | It is mainly attributable to the | |||||||
5,523,692,606.42 | 2,848,101,239.62 | 93.94% | increase | in | investments | in | ||
some construction projects of | ||||||||
the Company in the current | ||||||||
year. | ||||||||
Short-term loans | 8,037,340,704.45 | 5,472,765,901.24 | 46.86% | It is mainly attributable to the | ||||
general | working | capital | ||||||
requirements. | ||||||||
Long-term payables | 3,520,442,033.45 | 9,895,419,535.20 | -64.42% | It is mainly attributable to the | ||||
effect of implementation of | ||||||||
new lease standards. | ||||||||
From the | Corresponding | Percentage | ||||||
Item on Statements | Reason | |||||||
beginning of year | change | |||||||
to the end of | period of last year | |||||||
the reporting period | ||||||||
Research & development expenses | 3,585,775,633.45 | 2,684,165,691.90 | 33.59% | It is mainly attributable to the | ||||
increase in research and | ||||||||
development expenditure | ||||||||
during the period. | ||||||||
It is mainly attributable to the | ||||||||
increase | in | structured | ||||||
Finance expenses | 141,092,090.41 | 99,589,936.90 | 41.67% | deposits in the current period | ||||
and the | recognition | of | ||||||
interest income in investment | ||||||||
income. | ||||||||
Investment income | It is mainly attributable to the | |||||||
490,916,366.16 | 336,382,718.03 | 45.94% | increase | in | income | of | ||
structured | deposits | in | the | |||||
current period. | ||||||||
7 |
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
Gain on change of fair value | It is mainly attributable to the | |||
127,437,168.43 | 27,992,650.96 | 355.25% | increase in gain on cross | |
currency swap instruments. | ||||
Impairment loss of assets | It is mainly attributable to the | |||
-389,707,627.13 | -266,412,361.68 | -46.28% | increase in provision for | |
decline in value of inventories. | ||||
Net cash flows from operating | It is mainly attributable to the | |||
activities | 4,014,711,229.81 | 6,491,451,894.12 | -38.15% | impact caused by the time |
point of cash collection from | ||||
sales of merchandises. | ||||
Net cash flows from investing | It is mainly attributable to the | |||
activities | -6,687,742,942.65 | -4,566,690,774.44 | -46.45% | increase in structured deposits |
and acquisition of fixed assets | ||||
in the current period. |
3.2 Analysis and description on the progress of important events, their impacts and solutions
□Applicable √ N/A
Progress of implementation of share repurchase □Applicable √ N/A
Progress of implementation of the disposal of repurchased shares by way of centralized bidding
- Applicable √ N/A
3.3 Commitments made by the Company's de facto controllers, shareholders, connected parties, acquirers entities and other related committing parties not yet implemented during the reporting period
√ Applicable | □ N/A | |||||
The | Commitments | Type of | Contents of commitments | Time of | Period of | Implementation |
commitment | by | commitment | commitments | commitments | situation | |
Shaanxi | Other | I. Issues relating to the qualification | 9 April 2007 | Before 30 | Implementation | |
Other | Automotive | commitments | of Shaanxi Zhongqi: | June 2007 | of commitments | |
Group Co., | 1. The business scope of Shaanxi | was not yet | ||||
commitments | ||||||
Ltd., Shaanxi | Zhongqi covers the production and sale | completed. | ||||
to medium | ||||||
Heavy-duty | of full-set automobiles ("Sale and | |||||
and minority | export trade (licensed operation) of | |||||
Motor | ||||||
automobiles (excluding sedans), auto | ||||||
shareholders | ||||||
Company | ||||||
parts and components and engines | ||||||
of the | ||||||
Limited | produced by the company" as stated in | |||||
Company | its Business License of Corporate Legal | |||||
8
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
Person). According to the announcement "Vehicle Manufacturers and Products" made by the State Development and Reform Commission (the "SDRC"), Shaanxi Automotive, the other shareholder of Shaanxi Zhongqi, remained as the manufacturer of the "Shaan-qi" branded automobiles.
-
In establishing Shaanxi Zhongqi jointly with TAGC, the contribution from Shaanxi Automotive was represented by the operating assets relating to the operation of heavy-duty automobile production, whereas the corresponding undertakings and human resources were taken over by Shaanxi Zhongqi. Whilst the qualification of Shaanxi Automotive for producing and selling heavy-dutyfull-set automobileproducts shall be succeeded by Shaanxi Zhongqi, the formalities for the change of qualification have not been completed under the influence of the "Delong-league" crisis and other factors. Shaanxi Automotive has committed to cooperate in procuring the change of qualification as
mentioned above according to the law.
II. Issues relating to land lease:
- Shaanxi Zhongqi leased from Shaanxi Automotive land parcels and buildings located in No. 39 and No. 71 of Xingfu Bei Road in Xincheng District, Xi'an City and Caojia Town in Qishan County.
- Shaanxi Automotive failed to provide the relevant title documents including property ownership certificates, land use certificates or leasing registration certificates, etc.
- Shaanxi Automotive and Shaanxi Zhongqi undertook that they
shall fully negotiate and communicate with local governments to seek elimination of the irregularities existing in the leased land and properties, within the shortest possible timeframe. Where losses are suffered by Shaanxi Zhongqi in this regard, Shaanxi Automotive shall be responsible for its full compensation.
1.Shaanxi Fast Gear Co., Ltd., a | Implementation | ||||
Shaanxi Fast | Other | subsidiary controlled by the Company 1 December | One year | of commitments | |
commitments | leased from Shaanxi Auto Gear General | was not yet | |||
Gear Co., Ltd. | 2006 | completed. | |||
Works (currently named Shaanxi Fast | |||||
Gear Automotive Transmission Co., | |||||
Ltd., and hereinafter "Fast | |||||
Transmission") two parcels of land | |||||
located in Daqing Road, | |||||
Lianhu District, Xi'an City and Wu Zhang | |||||
9 |
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
Yuan Town in Qishan County and | ||||||
Shucang Village in Baoji County, both in | ||||||
Shaanxi Province. The aforesaid two | ||||||
parcels of land were acquired by Fast | ||||||
Transmission by way of allocation, but | ||||||
Fast Transmission failed to provide | ||||||
competent government authorities | ||||||
with documents testifying agreed | ||||||
leasing of the land use rights | ||||||
concerning such allocated land. | ||||||
2. SFGC leased from Fast | ||||||
Transmission buildings located in the | ||||||
west section of Daqing Road, Lianhu | ||||||
District, Xi'an City and Wu Zhang Yuan | ||||||
Town in Qishan Country and Shucang | ||||||
Village in Baoji County. For some of the | ||||||
buildings, title documents including | ||||||
property ownership certificates, | ||||||
corresponding land use rightcertificates | ||||||
and leasing registration etc. have not | ||||||
yet been obtained. | ||||||
3. Fast Transmission and SFGC | ||||||
undertook to fully negotiate | ||||||
and communicate with the local | ||||||
governments to seek lawful and | ||||||
effective regulations or adjustments to | ||||||
the leasing of land and properties | ||||||
within one year and seek elimination of | ||||||
the existing circumstances of | ||||||
irregularities in respect of the leasing of | ||||||
land parcels and properties. | ||||||
During the merger by absorption with | ||||||
TAGC, Weichai Power built some | ||||||
properties on a parcel of land acquired | ||||||
by way of land grant, allocation and | Implementation | |||||
leasing which is to the west of Weizhou | ||||||
Weichai | Other | 1 December | One year | of commitments | ||
Power Co., | Road and to the south of Min Sheng | 2006 | was not yet | |||
commitments | completed. | |||||
Ltd. | Road East Street by Weifang Diesel | |||||
Engine Factory (currently named | ||||||
Weichai Group Holdings Limited, and | ||||||
hereinafter "Weichai Group"). | ||||||
Application has been made by Weichai | ||||||
Power for the grant (transfer) of six | ||||||
parcels of land under Weichai Group | ||||||
where the aforesaid buildings are | ||||||
located, to obtain the land use rights by | ||||||
way of land grant to the aforesaid land | ||||||
parcels. | ||||||
Whether the | ||||||
commitments | ||||||
have been | No | |||||
implemented | ||||||
timely |
10
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
If implementation of commitments is not yet completed, state detailed reasons for not completing implementation
of commitments and next plan
1. Regarding the commitments made by Shaanxi Automotive Group Co., Ltd. and Shaanxi Heavy‐duty Motor Company Limited
According to the Decision Concerning the Administrative and Regulatory Measures under No. (2014) 9 issued by Shandong Regulatory Bureau of China Securities Regulatory Commission (《中国证券监督管理委员会山东监管局(2014)9 号行政监 管措施决定书》), Shaanxi Automotive Group, through Weichai Power Co., Ltd., issued announcements in designated media on 13 August 2014, stating the reasons for not implementing the commitments, updates on progress, next solutions and relevant risk factors as follows: "I. Since 2007, Shaanxi Automotive has striven to transfer the qualification for producing full- set heavy-duty vehicles to Shaanxi Heavy-duty Motor Company Limited, a controlling subsidiary of Weichai Power. However, in actual practice, due to the change of austerity measures and industry policies of the state, competent authorities including the State Development and Reform Commission and the Ministry of Industry and Information Technology do not permit the segregation and partial transfer of qualification with respect to full-set automobile. As such, the "change of holder of sale and production qualification in respect of full- set heavy-duty vehicle products to Shaanxi Heavy-duty Motor Company Limited, a controlling subsidiary of Weichai Power Co., Ltd." as stated in the Decision Concerning the Administrative and Regulatory Measures under No. (2014) 92 issued by Shandong Regulatory Bureau of China Securities Regulatory Commission 《( 中国证券监督管理委员会山东监管局(2014)92 号行政监管措施决定书》) has not been completed due to the aforesaid policy ground albeit efforts made by various parties. Going forward, the Company will actively trace the changes of state policies applicable to the automobile industry. Once permitted under policies, we commit that transfer of sale and production qualification in respect of full-setheavy-duty vehicles will be completed within half a year. II. Since its establishment in 2002, Shaanxi Heavy-duty Motor Company Limited has undergone rapid and healthy development and fully safeguarded the interests of investors. The qualification issue has never had any impact on the normal operation and development of the company. This management approach has also won recognition from competent state authorities. Shareholders from both sides and relevant regulatory bodies have been satisfied with the operation, development and result of performance of the company. III. The land and buildings located at No. 39 and No. 71 of Xingfu Bei Road in Xincheng District, Xi'an City, Shaanxi Province are listed under the "Comprehensive Renovation Work Plan for the Neighborhood at Xingfu Road (《幸福路地区综合改造工作方案》)" in accordance with the Notice Concerning the Issuance of Comprehensive Renovation Work Plan for the Neighborhood at Xingfu Road (《关于印发幸福路地区综合改造工作方案的通 知》) under Shi Zheng Bang Fa No. (2013) 89 issued by the General Office of Xi'an People's Government, requiring enterprises to complete removal by the due date, and the relevant matters shall be implemented according to the government's arrangements. Shaanxi Heavy-duty Motor Company Limited moved to its registered address namely Jingwei Industrial Park, Economic and Technological Development Zone, Xi'an in 2006 and obtained state-owned land use right in respect of land parcels occupying approximately 2,700 mu, satisfying its operation and development needs. Regarding the aforesaid matters, the company will lawfully issue announcement in a timely manner through Weichai Power Co., Ltd."
2. Regarding the commitments made by Shaanxi Fast Gear Co. Ltd.
According to the Decision Concerning the Administrative and Regulatory Measures under No. (2014) 10 issued by Shandong Regulatory Bureau of China Securities Regulatory Commission (《中国证券监督管理委员会山东监管局(2014)10 号行政 监管措施决定书》), Fast Transmission, through Weichai Power Co., Ltd., stated the reasons for not implementing the commitments, updates on progress, next solutions and relevant risk factors as follows: " I. Regarding the regulations on the land and parcels and buildings located in Daqing Road, Lianhu District, Xi'an City and Wu Zhang Yuan Town in Qishan County and Shucang Village in Baoji County, both in Shaanxi Province, which were originally committed by the group for leasing to Shaanxi Fast Gear Co., Ltd., a controlling subsidiary of Weichai Power Co., Ltd., to date, the land use right certificates and property ownership certificates for the buildings located in Wu Zhang Yuan Town in Qishan County and Shucang Village in Baoji County, both in Shaanxi Province have been completed. The land use right certificate for the land parcels in Daqing Road, Lianhu District, Xi'an City has been completed, but the property ownership certificate is on hold as suggested by the government because Lianhu District is located in the zone that has been designated as part of the government's removal area. The factories located in Lianhu District, Xi'an City, Shaanxi Province has been, in accordance with the Notice by Xi'an People's Government Concerning the Administration of the Construction Projects in the Comprehensive Renovation Zone in Tumen Area(《西安市人民政府关于加强土门地区综合改造区域建设项目管理的通告》) under Shi Zheng Gao No. [2013] 4 issued by Xi'an People's Government, the land parcel has been included under the Working Plan of the Comprehensive Renovation of Tumen Area, requiring enterprises to complete removal by the due date, and the relevant matters shall be implemented according to the government's arrangements. The company shall remove on a planned and step-by-step basis and this will not affect the production operation and development of Shaanxi Fast Gear Co. Ltd. II. The group is a wholly state-owned enterprise and its reform and development has been strongly supported by Shaanxi Government and the local government for its region. Its land and properties have been endorsed by the local government and are not subject to risks. The group commits, once again, that it shall bear all losses to be incurred as a result of any failure to normally use/ failure to use those land parcels and buildings by Shaanxi Fast Gear Co. Ltd. which is in turn due to any claim of rights over those land parcels and buildings made by any third parties or imposition of any penalty by the relevant government bodies during the leasing period. Regarding the aforesaid matters, the group will lawfully issue announcement in a timely manner through Weichai Power Co., Ltd. "
11
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
3. Regarding the commitments made by Weichai Power
The 6 parcels of land proposed to be granted have been listed by Weifang People's Government as part of the overall planning for land use under the government's "From City to Industrial Park" initiative, and legal procedures for granting land to Weichai Power will no longer proceed. During the transitional period under the staged implementation of the overall planning of the "From City to Industrial Park" initiative, Weichai Power shall continue to lease those land parcels in the original manner. According to the further communication between the Company and the government, the Company shall implement, by stages, the overall planning of the government's "From City to Industrial Park" initiative.
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WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
3.4. Investments in securities | |||||||||||||||
√ Applicable | □ N/A | ||||||||||||||
Unit: RMB | |||||||||||||||
Gain or | Accumulated | Purchase | Sale | Gain/loss for | |||||||||||
Initial | Accounting | Carrying value at | loss on | fair value | amount | amount | the period | Carrying value | Accounted for | Source | |||||
Type of | Stock | Investment | method | the beginning of | changes | at the end of | under | ||||||||
Short name | fair value | for the | for the | ||||||||||||
securities | code | cost | period | included in | period | ||||||||||
changes | period | period | |||||||||||||
equity during | |||||||||||||||
arising | the period | ||||||||||||||
during | |||||||||||||||
the period | |||||||||||||||
Investment in | |||||||||||||||
Domestic | Foton Motor | Fair value | Internal funding | ||||||||||||
and overseas | 600166 | 194,000,000.00 | other | ||||||||||||
equity | measurement | ||||||||||||||
145,600,000.00 | 12,800,000.00 | 158,400,000.00 | |||||||||||||
equity | |||||||||||||||
instruments | |||||||||||||||
Domestic | 1,199,540,273.14 | Fair value | Investment | Internal funding | |||||||||||
000425 | XCMG | in other | |||||||||||||
and | measurement | 1,006,304,269.98 | 411,690,684.76 | 1,417,994,954.74 | |||||||||||
equity | |||||||||||||||
overseas | instruments | ||||||||||||||
equity | |||||||||||||||
Total | 1,393,540,273.14 | -- | 1,151,904,269.98 | 424,490,684.76 | 1,576,394,954.74 | -- | -- | ||||||||
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WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
3.5. Entrusted wealth management | |||||||||||||||
□Applicable | √ N/A | ||||||||||||||
The Company had no entrusted wealth management in the reporting period. | |||||||||||||||
3.6. Investments in derivatives | |||||||||||||||
✓Applicable | □ N/A | ||||||||||||||
Unit: in ten thousand RMB | |||||||||||||||
Proportion of | |||||||||||||||
Name of | Whether or | Type of | Initial | Investment | Amount | Amount | Amount of | investment to the | Actual amount of | ||||||
operators | not a | acquired | disposed of | Investment | net asset of the | profit and loss | |||||||||
Connection | Derivatives | Investment | Effective | at the | provision for | ||||||||||
of derivatives | connected | Expiry Date | during the | during the | at the end of | Company at the | during the | ||||||||
investment | amount of | Date | beginning of | impairment | |||||||||||
investment | transaction | reporting | reporting | the Period | end of the | reporting period | |||||||||
derivatives | the Period | (if any) | |||||||||||||
period | period | reporting period | |||||||||||||
investment | |||||||||||||||
The Hong Kong | |||||||||||||||
and Shanghai | |||||||||||||||
Banking | Cross Currency | 30 | 30 | ||||||||||||
Corporation | No | No | 0.00 | -16,132.92 | 2,478.12 | 0.04% | 18,415.50 | ||||||||
Limited, the | Swap Business | September | September | ||||||||||||
Bank of China, | 2015 | 2020 | |||||||||||||
Barclays | |||||||||||||||
The Hong Kong | 14 | 14 | |||||||||||||
and Shanghai | |||||||||||||||
Banking | September | September | |||||||||||||
Corporation | |||||||||||||||
Limited, | Cross Currency | 2017 | 2022 | ||||||||||||
Australia and | 36,024.30 | ||||||||||||||
No | No | 0.00 | 8,523.64 | 44,679.25 | 0.67% | ||||||||||
New Zealand | Swap Business | ||||||||||||||
Banking Group | |||||||||||||||
Limited, BNP | |||||||||||||||
Paribas, JP | |||||||||||||||
Morgan | |||||||||||||||
Overseas | Cash flow | ||||||||||||||
hedge in | |||||||||||||||
non- | |||||||||||||||
connecting | No | No | respect of | 0.00 | 1 January | 2019-2020 | 1,923.37 | -2,496.72 | -0.04% | -19,230.62 | |||||
financial | forward | ||||||||||||||
institutions | 2017 | ||||||||||||||
etc. | exchange | ||||||||||||||
contracts | |||||||||||||||
Overseas | 21 February | 2020-2024 | |||||||||||||
non- | |||||||||||||||
connecting | No | No | Interest rate | 0.00 | 2017 | -6,169.55 | -11,962.56 | -0.18% | -12,359.60 | ||||||
financial | swaps hedging | ||||||||||||||
institutions | |||||||||||||||
etc. | |||||||||||||||
Overseas | 22 June | 1 June 2025 | |||||||||||||
non- | |||||||||||||||
2018 | |||||||||||||||
connecting | No | No | Fair value | 0.00 | 823.38 | 2,137.72 | 0.03% | 6,809.83 | |||||||
financial | hedging | ||||||||||||||
institutions | |||||||||||||||
etc. | |||||||||||||||
Domestic | Structured | 27 April | 27 March 2020 | ||||||||||||
connecting | No | No | 1,643,700.00 | 361,500.00 | 1,282,200.00 | 1,123,200.00 | 517,000.00 | 7.75% | 16,592.73 | ||||||
2018 | |||||||||||||||
financial | deposit | ||||||||||||||
institution | |||||||||||||||
Total | 1,643,700.00 | -- | -- | 350,467.92 | 1,282,200.00 | 1,123,200.00 | 551,835.81 | 8.27% | 46,252.16 | ||||||
Source of derivatives investment | Internal | funding | |||||||||||||
funding | |||||||||||||||
Litigation involved (if applicable) | Not applicable | ||||||||||||||
Date of the announcement disclosing | 23 September 2015 | ||||||||||||||
31 August 2017 | |||||||||||||||
the approval by the board of directors of | |||||||||||||||
22 August 2018 | |||||||||||||||
derivatives investment by the Board (if | 11 January 2019 | ||||||||||||||
any) | |||||||||||||||
Risk analysis of positions in derivatives | |||||||||||||||
during the reporting period and | |||||||||||||||
explanations of risk control measures | There is appropriate internal control system for the management of the Company to control the relevant | ||||||||||||||
(including but not limited to market risk, | |||||||||||||||
liquidity risk, credit risk, operation risk, | risks. At the end of reporting period, there was no significant exposure for the positions in derivatives of | ||||||||||||||
the Company. | |||||||||||||||
legal risk etc.) | |||||||||||||||
14 |
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
In the course of valuation, the Company adopted valuation techniques which were appropriate in the circumstances and for which sufficient data and other information were available for measurement, selecting inputs which were consistent with the characteristics of the assets and liabilities contemplated by market participants under the relevant assets or liabilities transactions. Priorities should be given to the use of relevant observable inputs. Where the relevant observable inputs could not be obtained in a practicablemanner or at all, unobservable inputs would be used instead.
- On 1 July 2016, Weichai International Hong Kong Energy Group Co., Limited ("Hong Kong Energy") , a subsidiary of the Company, used the 2015 bond cross currency swaps as hedging instrument, and conducted cash flow hedging on the foreign currency bond amounting to USD400 million against the cash flow fluctuation incurred by change in exchange rates. From January to September 2019, the gain on the changes in fair value of the hedging instruments recognized in other comprehensive income amounted to RMB184,155,042.15 (EUR23,754,565.89). The amount included in the statement of profit and loss for the current period was RMB116,624,473.45 (EUR15,034,648.58). There was no material invalid hedge for theperiod. Key parameters of assumption included interest payment ratio, interest receipt ratio, frequency of interest receipt, frequency of interest payment, USD interest rate curve, EUR interest rate curve, USD/EURexchange rate curve etc.
- The effective date of 2017 bond cross currency swaps contract of Weichai International Hong Kong Energy Group Co., Limited ("Hong Kong Energy"), a subsidiary of the Company, was 14 September 2017. The gain on the changes of fair value from January to September 2019 amounted to RMB360,243,027.80 (EUR46,760,517.62). Key parameters of assumption included interest payment ratio, interest receipt ratio, frequency of interest receipt, frequency of interest payment, USD interest rate curve, EUR interest ratecurve, USD/EUR exchange rate curve etc.
Changes in market price or product fair | (3) At the inception of hedging, KION Group AG, a subsidiary of the Company, conducted cash flow | ||||
value of invested derivatives during the | |||||
reporting period, where specific methods | hedging on forward currency contracts designated to the exchange rate risk of forecast | sale, forecast | |||
and relevant assumptions and | purchase and firm | commitment. From January to September 2019, the post-tax loss on the changes | in | ||
fair value of the | hedging instruments recognized in other comprehensive income | amounted | to | ||
parameters used shall be disclosed in the | |||||
RMB30,425,911.20 (EUR3,924,000.00). The post-tax included in the profit or loss for the current period | |||||
analysis of derivatives' fair value | |||||
was RMB25,657,324.20 (EUR3,309,000.00). There was no material invalid hedge for the period. Key | |||||
parameters of assumption included contracted exchange rate, prevailing forward exchange rate, discount rate | |||||
etc. |
- KION Group AG, a subsidiary of the Company, conducted cash flow hedging on interest rate swap contracts designated to the interest rate risk of the floating-rateborrowings for acquiring Dematic Group, a subsidiary of the Company. From January to September 2019, the amount after tax loss on the changes in fair value of the hedging instruments recognized in other comprehensive income amounted to RMB50,841,666.60 (EUR6,557,000.00). No amount was taken to profit or loss during the current period. There was no material invalid hedge for the period. Key parameters of assumption included contracted sumof payment, forward interest rate, discount rate etc.
- On 22 June 2018, KION Group AG, a subsidiary of the Company, entered into interest rate swap contracts to conduct fair value hedging designated on the interest rate risk of the fixed-rate medium-termnotes with a face value of EUR100,000,000.00 issued this period. On 30 September 2019, the aforesaid hedged items of the Group were presented as bonds payable in the financial statements of the Group with a carrying value of RMB615,333,814.20 (EUR79,359,000.00). The carrying value of the adjustment of changes in fair value of the hedged items taken to the hedged items was RMB121,277,185.80 (EUR15,641,000.00). There was no material invalid hedge for the current period. Key parameters ofassumption included contracted sum of payment, forward interest rate, discount rate etc.
There was a high degree of transparency of the market changes of the subject linked to the structured deposit | ||||
business conducted by the Company with active transactions, whose fair values could be determined based | ||||
on the prices provided or obtained by intermediary financial institutions such as banks. | ||||
Explanations of any significant changes | ||||
in the Company's accounting policies | ||||
and specific accounting and auditing | No change | |||
principles on derivatives between the | ||||
reporting period and the last reporting | ||||
period | ||||
For details, please refer to the "Independent opinion on the Company's relevant matters by independent | ||||
Specific opinions of independent | directors of Weichai Power Co., Ltd." disclosed by the Company on 31 August 2017 and the "independent | |||
Directors on the derivatives investment | opinion on the launch of derivative trading business by a controlling subsidiary of the Company by | |||
and risk control of the Company | independent directors of Weichai Power Co., Ltd." disclosed by the Company on 22 August 2018 and 11 | |||
January 2019. | ||||
15 |
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
3.7. Meetings with researchers, public relations and interviews during the reportingperiod | |||||
✓Applicable | □ N/A | ||||
Time | Way of reception | Type of guests | Basic information of research | ||
3 July 2019 | On-site research | Corporation | For details, please refer to the Logbook | ||
of Investor Relations Activities as of 3 July 2019 | |||||
disclosed by the Company on CNINFOwebsite | |||||
9 July 2019 | On-site research | Corporation | For details, please refer to the Logbook of | ||
Investor Relations Activities as of | 9 July 2019 | ||||
(I) disclosed by the Company | on CNINFO | ||||
website | |||||
9 July 2019 | On-site research | Corporation | For details, please refer to the Logbook | ||
of Investor Relations Activities as of 9 July 2019 | |||||
(II) disclosed by the Company on CNINFO website | |||||
15 July 2019 | On-site research | Corporation | For details, please refer to the Logbook of | ||
Investor Relations Activities as of 15 July 2019 | |||||
disclosed by the Company on CNINFOwebsite | |||||
2 September 2019 | On-site research | Corporation | For details, please refer to the Logbook | ||
of Investor Relations Activities as of 2 September | |||||
2019 disclosed by the Company on CNINFO | |||||
website | |||||
3 September 2019 | On-site research | Corporation | For details, please refer to the Logbook of | ||
Investor Relations Activities as of 3 September | |||||
2019 disclosed by the Company on CNINFO | |||||
website | |||||
11 September 2019 | On-site research | Corporation | For details, please refer to the Logbook of | ||
Investor Relations Activities as of 11 September | |||||
2019 disclosed by the Company on CNINFO | |||||
website | |||||
17 September 2019 | On-site research | Corporation | For details, please refer to the Logbook of | ||
Investor Relations Activities as of 17 September | |||||
2019 (I) disclosed by the Company on CNINFO | |||||
website | |||||
17 September 2019 | On-site research | Corporation | For details, please refer to the Logbook | ||
of Investor Relations Activities as of 17 | |||||
September 2019 (II) disclosed by the Company | |||||
on CNINFO website | |||||
17 September 2019 | On-site research | Corporation | For details, please refer to the Logbook of | ||
Investor Relations Activities as of 17 September | |||||
2019 (III) disclosed by the Company on CNINFO | |||||
website |
16
WEICHAI POWER CO., LTD. THIRD QUARTERLY REPORT FOR 2019 (MAIN TEXT)
3.8. External guarantees in violation ofregulations
- Applicable ✓N/A
The Company did not have external guarantees in violation of regulations during the reporting period.
3.9. Non‐operating funds of the listed company occupied by its controlling shareholders and their associates
- Applicable ✓N/A
There were no non-operating funds of the listed company occupied by its controlling shareholders and their associates during the reporting period.
WEICHAI POWER CO., LTD.
Tan Xuguang, Chairman
30 October2019
17
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Weichai Power Company Limited published this content on 30 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 October 2019 13:16:04 UTC