南玻Ｂ：2016年年度报告（英文版）.PDF

CSG HOLDING CO.,LTD.ANNUAL REPORTANNUAL REPORT 20162016 Chairman of the Board:CHEN LIN April 2017 CSG Annual Report 2016 1 To Shareholders 33 years ago,in Shekou,Shenzhen,the bridgehead of reform and opening up,China Southern Glass,a small glass enterprise with a big name was born.Eight years later,CSG Holding Co.,Ltd.that has become the leader of domestic glass deep processing industry was listed on Shenzhen Stock Exchange and became one of the earliest companies listed on Shenzhen Stock Exchange.In the following 25 years,facing the trends of reform and opening up policy and with the rapid development of Chinas economy,CSG has developed into a large industrial group with total income of nearly RMB 9,000 million,total assets more than RMB 17,000 million,market value over RMB 20,000 million,about 12,000 employees,and four business sections including flat glass,architectural glass,solar energy PV and electronic glass and display.“SG”brand has developed from the No.1 energy-saving glass brand in China to a famous brand with important position and influence in the industries of glass,PV,display devices,etc.Under the efforts of all CSG staff,CSG has gradually become a star enterprise that makes all CSG staff be proud of,respected by the peers and recognized by the market.However,it is more difficult to maintain a business than to start one,and it is the most difficult to always maintain the momentum of development,stick to the right path and make innovations and always hold the leading position in the industry!It is undeniable that CSG has accumulated lots of problems behind the achievement,especially in the last ten years years,facing the increasingly intensified competition pressure and ever-changing market environment.CSG does not make full preparation,the pace of progress slows down,more internal and external problems are exposed at the same time.We cant help asking what happens to our CSG?The turmoil of corporate governance and resignation of former executives in the second half of last year pushed CSG to the cusp of public opinion.While CSG is being concerned and scanned by the whole society,CSG and all the staff are provided with an opportunity to review our time,environment,industry,market,loss and gain in self-examination of CSG.We believe that no enterprise can be plain sailing from being common to excellent and even great.Only the companies that have the courage to face problems,be good at solving problems,go through reviewing,self-criticism,revising and change again and again,can always maintain the vitality and dynamism of business development and keep going on and on!Hereby we would like to extend our gratitude CSG Annual Report 2016 2 to investors,users and partners who have been supporting us all the time.In 2016,Overcoming difficulties Makes the Enterprise Stronger During the past year,the global economic situation fluctuated,main economic entity lacked of power in economic recovery,and risk events occurred frequently.Anticipated interest increase of FED disturbed the market mood,Brexit event impacted on EU and even the global economy and the US election intensified the uncertainty of global economy.Under the background that global economy growth presented declaration and the uncertainty was increased,while deepening structural adjustment,industrial enterprises realized profit growth,the preliminary results of“Reducing Production Capacity”achieved,and Chinas overall economy realized stable growth.In 2016,although experiencing the fluctuation in the second half of the year,under the leadership of new board of directors and leading team,CSG strengthened in all aspects of flat glass,architectural glass,solar energy PV,electronic glass and display devices.The Company realized operating revenue of RMB 8,974 million,with a year-on-year increase of RMB 1,543 million or 20.77%.The net profit was RMB 804 million,with a year-on-year increase of RMB 256 million or 46.83%.And the net profit deducted with non-recurring profit and loss was RMB 777 million,with a year-on-year increase of RMB 477 million or 159.26%.The operating income and the net profit deducted with non-recurring profit and loss reached the best level in history.Benefited from the national measures of adjustment of capacity structure,elimination of backward capacity and strengthening environmental protection control,the flat glass market warmed up.Taking this opportunity,CSG focused on adjusting product structure,implementing differential competition policy,strengthening internal control to further improve product competitiveness and then gained substantial increase in profit.Flat glass business realized revenue of RMB 4,047 million,with a year-on-year increase of RMB 602 million or 18%.The net profit was RMB 494 million with a year-on-year increase of RMB 413 million or 508%.In the situation of increasing investment in real estate,the sales volume of architectural glass further increased,architectural glass business realized annual business revenue of RMB 3,000 million,with a year-on-year increase of 2%.Although the Company tried to rise the profit level of some products through promoting differential product competition,improving product multiplicity and launching high-end new products,affected by the price rise of raw float glass and intensified downstream CSG Annual Report 2016 3 competition,the sales price went down and the profit declined,with the net profit of RMB 261 million,a year-on-year decrease of RMB 139 million or 35%.In the section of PV solar energy,the project of Yichang silicon material wafer phase III was put into operation which improved the capacity and reduced the cost.In 2016,the accumulated operating revenue of the Solar Energy division reached RMB 2,320 million,with a year-on-year increase of RMB 736 million or 46%.The annual net profit was RMB 220 million,with a year-on-year increase of RMB 138 million or 167%.At the end of 2015,the Group established Shenzhen CSG PV Energy Co.,Ltd.which invested to develop PV power station,and further improved solar energy industrial chain(silicon material-silicon wafer-solar cell-module-PV power station).By the end of 2016,four power station projects have been constructed in total scale of 57MW.The development of PV power station business will bring new income and profit growth point,and further improve the competitiveness of the Group in solar energy industry.In the section of electronic glass and display,the Group further defined the product business positioning and technical route.Facing market opportunity,the Group gradually occupied mobile tempered coated glass market through continuous technical improvement and reform and quality improvement.At the same time,with the commercial operation of Qingyuan high aluminum ultra-thin glass production line and gradual improvement of product quality,the productivity and product line of the Group in the field of electronic glass will be further improved and enriched,and preliminarily set up national strategic layout.However,it is not easy to achieve any performance.The sudden resignation of former executives of the Company made the Company directly face sudden vacuum of internal power without any preparation and sink in the difficulty of doubts from external financial institutions,customers and cooperators,and huge pressure from the public opinion.In this situation,if the new board and management team do not rapidly take decisive measure,stabilize the situation of the company,and re-establish the confidence of market,financial institutions and investors and inspire the colleagues of CSG,if the shareholders do not give a hand in the danger and provide great support and if the colleagues do not firmly stand on the side of CSG and make common efforts,the group will not get out of the disturbance and ebb and march towards a new round of development in such a complex CSG Annual Report 2016 4 situation.Rainbow always shows up after wind and rain.Under the leadership of the new board and executives,the Group reexamined after this event,actively explored scientific governance mode and decision-making mode,restriction and incentive mechanism suitable for the Company,established management principal based on the law,managing personnel with institution,managing affairs by procedure,and open,tolerant corporate culture,practiced“Merge together,Create together and Share together”enterprise development idea,and promoted the Group to constantly develop forward.In 2017,Take the New Development Opportunity 2017 is the 25th anniversary of the listing of CSG,and also the first year for CSG to re-start and create brilliance under the leadership of the new board and executives.CSG will ride on the momentum,constantly carry forward the idea of“Empty Talks Jeopardize National Interests,Solid Works Regenerate A State”proposed by the first chairman of the Board Yuan Geng,carry forward the spirit of Yuan Geng in“Solid Work and Innovation”,take the historic opportunity brought by Chinas reform of the supply front,the Belt and Road policy to us,and make efforts to bring the Companys development to a new step.In the future,we will continue to deep plough the advantageous business of the Company as flat glass,architectural glass,solar energy PV and electronic glass and display through management improvement,market integration and acceleration of internationalization,realize leap-forward development of all business sections,so as to greatly improve the industrial position of all sections.At the same time,we will also constantly increase input in R&D,build up R&D talent team,improve R&D capacity,and maintain the technical innovation advantage of the Company in the industry.At the beginning of the New Year,the Company has established new management team through global recruitment under the leadership of the board,the new management team of CSG represented by the new president Mr.Pan Yonghong has rich professional management experience,international view and more open management idea.Under the leadership of new management team,the Group will take the new development opportunity on the basis of deep ploughing main business,follow up the national policy of the Belt and Road,actively go global,and participate in international CSG Annual Report 2016 5 competition.At the same time,through management improvement,industrial integration,the Group will constantly expand,make new business larger and stronger,and develop into a comprehensive industrial group.On the Companys management,we will strengthen talent management,improve incentive mechanism,accept new things with an active attitude,hug new change,rapidly adapt and follow up the time.In the future,CSG will gradually grow into a vital enterprise with contract spirit,can constantly develop and have social value and outstanding character.In the future,we will further create excellent corporate culture of CSG,merge existing excellent culture with advanced world culture in the new situation,and keep pace with the times.At the same time,management merger and development,resource merger and development will also march towards this direction,realize new development with big view and layout,and lead CSG to a more brilliant era.Long,Long had been my road and far,far was the journey.We would go up and down to seek our hearts desire.In 2017,we have a long way to go.Compared to the past,CSG today has more improved management and clearer objective.We will be down-to-earth and realize the objective of 2017 steadily.At the same time,we will also bring a brand new and stable and confident CSG to everybody.The length of future depends on the way we have travelled.The beauty of future depends on our cooperators.The development of CSG relies on the hard work of colleagues,tough leadership of the board and executives,selfless supports of the shareholders and full recognition from the cooperators.As long as we make concerted efforts and roll up our sleeves to work harder,we can make CSG never give up,always march forward and go on and on!Finally,we would like to extend our gratitude again to every person who has helped and supported CSG.Wish you all good health and happy life!CSG Holding Co.,Ltd.Apr.28,2017 CSG Annual Report 2016 6 Section I Important Notice,Content and Paraphrase Board of Directors and the Supervisory Committee of CSG Holding Co.,Ltd.(hereinafter referred to as the Company)and its directors,supervisors and senior executives 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 facticity,accuracy and completeness of the whole contents.Ms.Chen Lin,Chairman of the Board,Mr.Pan Yonghong,responsible person in charge of accounting and Ms.Wang Wenxin,principal of the financial department(accounting officer)confirm that the Financial Report enclosed in this 2016 Annual Report is true,accurate and complete.All directors were present the meeting of the Board for deliberating the annual report of the Company in person.This report involves futures plans and some other forward-looking statements,which shall not be considered as virtual promises to investors.Investors are kindly reminded to pay attention to possible risks.Existing risk of staff loss,industry risk,market risk and exchange rate risk have been well-described in this report,please found details of the risk factors and countermeasures of future development described in Section IV Discussion and Analysis of the Management.The deliberated and approved plan of profit distribution and capital reserve converted into share capital in the Board Meeting is distributing cash dividend of RMB 1.00(tax included)for every 10 shares to all shareholders based on 2,075,335,560 shares of the total share capital while dividends will be distributed.Meanwhile the Company will transfer capital reserve into capital with 1.5 shares for every 10 shares to all shareholders based on 2,075,335,560 shares of the total share capital.This report is prepared both in Chinese and English.Should there be any inconsistency between the Chinese and English versions,the Chinese version shall prevail.CSG Annual Report 2016 7 Content Section I.Important Notice,Content and Paraphrase.6 Section II.Company Profile&Financial Highlights.9 Section III.Overview of the Companys Business.13 Section IV.Discussion and Analysis by the Management.16 Section V.Important Events.42 Section VI.Changes in Shares and Particulars about Shareholders.58 Section VII.Particulars about Directors,Supervisors and Senior Executives and Employees.66 Section VIII.Corporate Governance.77 Section IX.Corporate Bonds.86 Section X.Financial Report.91 Section XI.Documents Available for Reference.207 CSG Annual Report 2016 8 Paraphrase Items Refers to Contents Company,the Company,SG or the Group Refers to CSG Holding Co.,Ltd.Foresea Life Refers to Foresea Life Insurance Co.,Ltd.Shenzhen Display Refers to ShenZhen Nanbo Disp