ST宁通Ｂ：2016年年度报告（英文版）.PDF

Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 1 Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report April 2017 Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 2 Section I.Important Notice,Contents and Paraphrase Board of Directors,Supervisory Committee,all directors,supervisors and senior executives of Nanjing Putian Telecommunications Co.,Ltd.(hereinafter referred to as the Company)hereby confirm that there are no any fictitious statements,misleading statements,or important omissions carried in this report,and shall take all responsibilities,individual and/or joint,for the reality,accuracy and completion of the whole contents.Li Linzhen,Principal of the Company,Shi Lian,person in charge of accounting works and Gao Wen,person in charge of accounting organ(accounting principal)hereby confirm that the Financial Report of 2016 Annual Report is authentic,accurate and complete.Other directors attended the board meeting on deliberating the report except for the following directors:Name of absent director Position of absent director Reason for absence Attorney Li Tong Director For work Han Shu Huang Haodong Director For work Li Ying Ding Haiyan Independent director For work Zhang Shunyi Concerning the forward-looking statements with development strategy,operation plans and targets involved in the Report,they do not constitute a substantial commitment for investors.Investors are advised to exercise caution when investment risks exist.The Company required the investors to read the full text of this annual report carefully and pay special attention to the following risk factors:1.As the net profit attributable to the shareholders for the three consecutive years in 2014,2015 and 2016 was a negative value,the Shenzhen Stock Exchange delisted the companys stock since the disclosure date of this report in accordance with relevant provisions,and made a decision whether to suspend Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 3 the companys stock for listing within 15 trading days after the suspension.If the companys stock was suspended for listing due to the loss in three consecutive years,if the net profit attributable to the shareholders of the listed company or the net profit attributable to the shareholders of the listed company after deducting non-recurring gains and losses shown on the companys annual report was still a negative value in the first year(i.e.2017)after the suspension for listing,the companys stock shall be terminated for listing.2.Investors attention is requested to see the risk factors that the Company may be faced in its future development which has been analyzed in the“Chapter IV Discussion and Analysis of Operation”in this report.The Company has no plan of cash dividends carried out,bonus issued and capitalizing of common reserves either.Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 4 Contents Section I.Important Notice,Contents and Paraphrase.2 Section II Company Profile and Main Finnaical Indexes.6 Section III Summary of Company Business.10 Section IV Discussion and Analysis by the Management Team.14 Section V.Important Events.35 Section VI.Changes in Shares and Particulars about Shareholders.50 Section VII.Preferred Stock.56 Section VIII.Particulars about Directors,Supervisors,Senior Executives and Employees.57 Section IX.Corporate Governance.67 Section X Corporate Bond.72 Section XI.Financial Report.73 Section XII.Documents available for Reference.158 Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 5 Paraphrase Items Refers to Contents CSRC Refers to China Securities Regulatory Commission SZ Stock Exchange Refers to Shenzhen Stock Exchange China Potevio Refers to China Potevio Company Limited(controlling shareholder of the Company)The Company,Company,Nanjing Putian Refers to Nanjing Putian Telecommunications Co.,Ltd.Southern Telecom Refers to Nanjing Southern Telecom Co.,Ltd.(holding subsidiary of the Company)Telege Building Refers to Nanjing Putian Telege Intelligent Building Co.,Ltd.(holding subsidiary of the Company)Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 6 Section II Company Profile and Main Finnaical Indexes I.Company information Short form of the stock *ST NJ TEL B Stock code 200468 Short form of the stock after changing(if applicable)N/A Stock exchange for listing Shenzhen Stock Exchange Name of the Company(in Chinese)南京普天通信股份有限公司 Short form of the Company(in Chinese)南京普天 Foreign name of the Company(if applicable)Nanjing Putian Telecommunications Co.,Ltd.Legal representative Li Linzhen Registrations add.No.58 Qinhuai Road,Jiangning Economics and Technology Development Zone,Nanjing,Jiangsu Province Code for registrations add 211100 Offices add.No.1 Putian Road,Qinhuai District Nanjing,Jiangsu Province Codes for office add.210012 Companys Internet Web Site E-mail II.Person/Way to contact Secretary of the Board Rep.of security affairs Name Zhong Shengwu Xiao Hong Contact address No.1 Putian Road,Qinhuai District Nanjing,Jiangsu Province No.1 Putian Road,Qinhuai District Nanjing,Jiangsu Province Tel.86-25-58962008 86-25-58962072 Fax.86-25-52409954 86-25-52409954 E-mail III.Information disclosure and preparation place Newspaper appointed for information disclosure Securities Times;Hong Kong Commercial Daily Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 7 Website for annual report publish appointed by CSRC Preparation place for annual report Office of the Board IV.Registration changes of the Company Organization code 91320000134878054G Changes of main business since listing(if applicable)No change Previous changes for controlling shareholders(if applicable)The original controlling shareholder of the Company was China Putian Corporation.In 2005,China Putian Corporation transferred all the holding shares free to China Potevio Co.,Ltd.The controlling shareholder of the company changed to China Potevio Co.,Ltd.V.Other relevant information CPA engaged by the Company Name of CPA Pan-China Certifier Public Accountants(LLP)Offices add.for CPA 17/F,Tower B,Beijing International Building,No.18,Nandajie Jia,ZOL,Haidian District,Beijing Signing Accountants He Jiangxing,Jin Jingyu Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable VI.Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not Yes No 2016 2015 Changes over last year 2014 Operating income(RMB)1,853,911,278.83 1,893,212,218.81-2.08%2,293,340,939.99 Net profit attributable to shareholders of the listed company(RMB)-6,434,558.27-16,590,830.26 61.22%-18,976,543.88 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)-11,286,693.14-30,429,390.88 62.91%-24,332,137.36 Net cash flow arising from operating activities(RMB)109,145,940.57 15,972,428.63 583.34%71,019,036.33 Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 8 Basic earnings per share(RMB/Share)-0.03-0.08 62.50%-0.09 Diluted earnings per share(RMB/Share)-0.03-0.08 62.50%-0.09 Weighted average ROE -1.87%-4.67%2.80%-5.08%End of 2016 End of 2015 Changes over end of last year End of 2014 Total assets(RMB)2,304,519,167.54 2,093,670,119.65 10.07%2,082,860,208.23 Net assets attributable to shareholder of listed company(RMB)339,838,415.21 346,684,394.29-1.97%364,179,913.14 VII.Difference of the accounting data under accounting rules in and out of China 1.Difference of the net profit and net assets disclosed in financial report,under both IAS(International Accounting Standards)and Chinese GAAP(Generally Accepted Accounting Principles)Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report,under either IAS(International Accounting Standards)or Chinese GAAP(Generally Accepted Accounting Principles)in the period.2.Difference of the net profit and net assets disclosed in financial report,under both foreign accounting rules and Chinese GAAP(Generally Accepted Accounting Principles)Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report,under either foreign accounting rules or Chinese GAAP(Generally Accepted Accounting Principles)in the period.VIII.Quarterly main financial index In RMB First quarter Second quarter Third quarter Fourth quarter Operating income 348,635,996.16 486,103,227.31 435,072,870.40 584,099,184.96 Net profit attributable to shareholders of the listed company-15,865,002.53-5,244,093.10-1,190,941.53 15,865,478.89 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses-17,060,374.77-5,293,983.80-2,163,312.85 13,230,978.28 Net cash flow arising from operating activities-180,275,476.51 83,694,065.62-6,405,350.95 212,132,702.41 Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 9 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the companys quarterly report and semi-annual report Yes No IX.Items and amounts of extraordinary profit(gains)/loss Applicable Not applicable In RMB Item 2016 2015 2014 Note Gains/losses from the disposal of non-current asset(including the write-off that accrued for impairment of assets)210,219.85 92,545.87 240,350.20 Governmental subsidy reckoned into current gains/losses(not including the subsidy enjoyed in quota or ration according to national standards,which are closely relevant to enterprises business)6,572,800.76 12,644,912.02 2,208,863.00 Gains arising from difference between investment cost of subsidiary,affiliated enterprise and joint-venture enterprise obtained and fair value of identifiable net assts that deserves in invested enterprise 3,276,764.14 Other non-operating income and expenditure except for the aforementioned items 1,094,096.82 1,539,116.41-336,534.03 Less:impact on income tax 133,851.87 379,452.44 14,286.43 Impact on minority shareholders equity(post-tax)2,891,130.69 58,561.24 19,563.40 Total 4,852,134.87 13,838,560.62 5,355,593.48-Concerning the extraordinary profit(gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/loss,and the items defined as recurring profit(gain)/loss according to the lists of extraordinary profit(gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/loss,explain reasons Applicable Not applicable In reporting period,the Company has no particular about items defined as recurring profit(gain)/loss according to the lists of extraordinary profit(gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Profit/lossNanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 10 Section III Summary of Company Business I.Main businesses of the company in the reporting period Does the Company need to comply with the disclosure requirement of the special industry No 1.Principal Business and Products of the Company The Company,a long established state-owned holding telecommunication equipment manufacturer,specializes in the R&D,manufacturing and sales of telecommunication equipment products.The traditional leading products of the Company are wiring connection equipments.After continuous industrial restructuring and upgrading for years,the Company has expanded its business from traditional advantaged industries to industrial application fields and developed a diversified operation pattern covering industries including communication,information data application,integrated access and electrical as well as system integration.The products of the Company have a wide geographic coverage across all the provinces and cities around the country and are also exported abroad.The leading products of the Company are wiring connection.The operating entities besides the headquarter including controlling subsidiary,joint venture,Nanjing Bada Communication Equipment Co.,Ltd.and SEI-Nanjing Putian Optical Network Co.,Ltd.etc.Its wiring connection products include distribution frame,outdoor communication products,and power supply products of communication room,indoor optical fiber and cable,IODN and so on.Its target customers are domestic telecom operators.In recent years,the customers are gradually increasing as well.The Company has 11 controlling subsidiaries.Controlling subsidiary-Nanjing Southern Telecom Co.,Ltd.mainly engaged in the provision of applied solutions in remote collaboration to large and medium-sized customers from governments or in industries such as finance,health care and education.Its leading product is video conferencing equipments.Nanjing Putian Telege Intelligent Building Co.,Ltd,a controlling subsidiary specializes in the production and sales of comprehensive wiring and building intelligence products covering copper wiring,optical fiber cabling,residential wiring and building intelligence.Furthermore,products of the company also including industrial electrical connector,energy saving control prodcuts,wired/wireless access products and distributed cloud storage etc.2.Business Pattern Currently,the main responsibility of the management department office at headquarter is competency management and decision-making,while business divisions and subsidiaries are responsible for the procurement of raw materials and production and sales.Purchasing Pattern Fix assets and office appliances are purchased by the procurement center at headquarters.Production materials are purchased by each operating entity as per their respective production schedule,but the procurement center at headquarters will supervise and manage the purchasing process and invite biddings for bulk purchases.Production Pattern As a manufacturing enterprise,the companys production model is to design and manufacture the products required by the customer Nanjing Putian Telecommunications Co.,Ltd.2016 Annual Report 11 based on the customers orders and produce and purchase raw materials according to the product planning specified in the orders,the company can manufacture the products needed by the customers according to the customers special requirements and make use of the informatization management means to reduce the inventory to a safe and controllable range.Sales Pattern The Company has a market network with coverage across the whole country.Our client list spreads from the three major telecom operators including China Telecom,China Mobile and China Telecom to those from all trades.While mainly gaining business opportunities by