南玻Ｂ：2019年年度报告（英文版）.PDF

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1、 CSG HOLDING CO., LTD. ANNUAL REPORT 201ANNUAL REPORT 2019 9 Chairman of the Board: CHEN LIN April 2020CSG Annual Report 2019 1 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 it

2、s 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 con

3、tents. Ms. Chen Lin, Chairman of the Board, Mr. Wang Jian, 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 Annual Report 2019 is true, accurate and complete. All directors wer

4、e present at the meeting of the Board for deliberating the annual report of the Company in person. The future plans, development strategies and other forward-looking statements mentioned in this report do not constitute a material commitment of the company to investors. Investors and relevant partie

5、s should pay attention to investment risks, and understand the differences between plans, forecasts and commitments. The company has described the risk factors and countermeasures of the companys future development in detail in this report. Please refer to Section IV. Business Discussion and Analysi

6、s. The company shall comply with the disclosure requirements of Shenzhen Stock Exchange Industry Information Disclosure Guidelines No. 13 - Listed Companies Engaged in Non-Metal Building Materials Related Business. The deliberated and approved plan of profit distribution in the Board Meeting is dist

7、ributing cash dividend of RMB 0.7 yuan (tax included) for every 10 shares to all shareholders based on 3,106,915,005 shares of the total current share capital. The actual amount of the cash dividend distributed will be determined according to the total share capital on the registration date of the c

8、ompanys implementation of the profit distribution plan. 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 2019 2 Content Section I. Important Notice, Content and Paraph

9、rase . 1 Section II. Company Profile & Financial Highlights . 4 Section III. Overview of the Companys Business . 8 Section IV. Business Discussion and Analysis . 12 Section V. Important Events . 34 Section VI. Changes in Shares and Particulars about Shareholders . 59 Section VII. Particulars about D

10、irectors, Supervisors, Senior Executives and Employees . 68 Section VIII. Corporate Governance . 79 Section IX. Corporate Bonds.87 Section X. Financial Report . 91 Section XI. Documents Available for Reference . 180 CSG Annual Report 2019 3 Paraphrase Items Refers to Contents Company, the Company, C

11、SG or the Group Refers to CSG Holding Co., Ltd. Foresea Life Refers to Foresea Life Insurance Co., Ltd. Ultra-thin electronic glass Refers to The electronic glass with thickness between 0.11.1mm Second-generation energy-saving glass Refers to Double silver coated glass Third-generation energy-saving

12、 glass Refers to Triple silver coated glass AG glass Refers to Anti-glare glass AF glass Refers to Anti-fingerprint glass CSG Annual Report 2019 4 Section II Company Profile & Financial Highlights I. Company information Code for A-share 000012 Code for B-share 200012 Short form for A-share Southern

13、Glass A Short form for B-share Southern Glass B Listing stock exchange Shenzhen Stock Exchange Legal Chinese name of the Company 中国南玻集团股份有限公司 Abbr. of legal Chinese name of the Company 南玻集团 Legal English name of the Company CSG Holding Co., Ltd. Abbr. of legal English name of the Company CSG Legal R

14、epresentative Chen Lin Registered Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C. Post Code 518067 Office Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C. Post Code 518067 Internet website E-mail II. Person/Way to contact Secretary of the Board

15、Representative of security affairs Name Yang Xinyu Chen Chunyan Contacts add. CSG Building, No.1 of the 6th Industrial Road, Shekou, Shenzhen, P. R.C. CSG Building, No.1 of the 6th Industrial Road, Shekou, Shenzhen, P. R.C. Tel. (86)755-26860666 (86)755-26860666 Fax. (86)755-26860685 (86)755-2686068

16、5 E-mail III. Information disclosure and preparation place Newspapers for information disclosure Securities Times, China Securities Journal, Shanghai Securities News, Securities Daily and Hong Kong Commercial Daily Website assigned by CSRC to release the annual report The place for preparation of th

17、e annual report Office of the Board of Directors IV. Registration changes of the Company Organization code Unified social credit code: 914403006188385775 CSG Annual Report 2019 5 Changes of main business since listing (if applicable) No changes Previous changes for controlling shareholders (if appli

18、cable) No changes V. Other relevant information CPA firm engaged by the Company Name of CPA firm Asia Pacific (Group) CPAs (special general partnership) Offices add. for CPA firm Room 301, building 1, No. 9, Che Gong Zhuang Street, Xicheng District, Beijing, China Signing Accountants Zhao Qingjun, Z

19、hou Xianhong Sponsor institute engaged by the Company for performing continuous supervision duties in the report period Applicable Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in the report period Applicable Not applicable VI. Main accountin

20、g 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 2019 2018 Changes over last year 2017 Operating income (RMB) 10,472,028,099 10,609,963,011 -1.30% 10,879,400,746

21、Net profit attributable to shareholders of the listed company (RMB) 536,430,818 452,965,935 18.43% 825,388,312 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) 374,386,216 367,579,835 1.85% 745,373,108 Net cash flow arising from opera

22、ting activities (RMB) 2,379,036,320 2,130,378,100 11.67% 2,463,446,156 Basic earnings per share (RMB/Share) 0.17 0.15 13.33% 0.30 Diluted earnings per share (RMB/Share) 0.17 0.14 21.43% 0.29 Weighted average ROE (%) 5.77% 5.16% 0.61% 10.15% As at 31 Dec. 2019 As at 31 Dec. 2018 Changes over the end

23、of last year As at 31 Dec. 2017 Total assets (RMB) 18,201,235,959 19,114,234,184 -4.78% 19,535,002,368 Net assets attributable to shareholders of the listed company (RMB) 9,495,588,878 9,103,154,571 4.31% 8,458,587,873 The total share capital of the company as of the previous trading day of disclosu

24、re (share) 3,106,915,005 Fully diluted earnings per share calculated with latest share equity (RMB/share) 0.17 Note: The total amount of 1,281,158 shares of restricted stocks held by 18 unqualified original incentives, which had been repurchased but not yet cancelled, were deducted from the total sh

25、are capital. CSG Annual Report 2019 6 VII. Accounting Data Differences under Chinese Accounting Standards (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Income and Equity Differences under CAS and IFRS Applicable Not applicable No such difference

26、s for the Report Period. 2. Net Income and Equity Differences under CAS and Foreign Accounting Standards Applicable Not applicable No such differences for the Report Period. 3. Reason of the difference between domestic and foreign accounting data Applicable Not applicable VIII. Main financial indexe

27、s by quarter Unit: RMB Q1 Q2 Q3 Q4 Operating income 2,222,721,514 2,665,516,064 2,773,417,909 2,810,372,612 Net profit attributable to shareholders of the listed company 132,188,324 245,154,077 166,970,717 -7,882,300 Net profit attributable to shareholders of the listed company after deducting non-r

28、ecurring gains and losses 82,573,767 201,365,677 135,913,151 -45,466,379 Net cash flow arising from operating activities 136,317,362 631,665,103 740,407,335 870,646,520 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financia

29、l index disclosed in the Companys quarterly report and semi-annual report or not Yes No CSG Annual Report 2019 7 IX. Items and amounts of extraordinary gains/losses Applicable Not applicable Unit: RMB Item 2019 2018 2017 Note Gains/losses from the disposal of non-current asset (including the write-o

30、ff that accrued for impairment of assets) -909,968 -454,368 -1,768,993 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) 184,131,420 94,835,539 87,875,417

31、In addition to the normal business of the company effective hedging related business, tradable financial assets, derivative financial assets, tradable financial liabilities, changes in the fair value of the derivative financial liabilities to generate profits and losses, as well as the disposal of t

32、radable financial assets, derivative financial assets, tradable financial liabilities, derivative financial liabilities and other creditors rights investment returns. 427,636 Loss and profit from external entrusted loan 11,894,654 534,591 Other non-operating income and expenditure except for the afo

33、rementioned items -1,612,253 12,099,680 12,076,848 Less: Impact on income tax 25,951,263 16,483,870 16,209,135 Impact on minority shareholders equity (post-tax) 5,507,988 5,145,472 2,386,569 Total 162,044,602 85,386,100 80,015,204 - Reason shall be provided for the non-recurring profit and loss item

34、s defined by the company according to the definition in the No. 1 of Explanatory Announcement on Information Disclosure for Companies Offering their Securities to the Public: Non-recurring Profit and Loss and the listed non-recurring profit and loss items defined into recurring profit and loss items

35、. Applicable Not applicable CSG Annual Report 2019 8 Section III Overview of the Companys Business I. Main business of the Company in the report period CSG is a leading domestic brand of energy-saving glass and a renowned brand of solar PV products and display devices. Its products and technologies

36、are very popular at home and abroad. Its main business covers R&D, manufacturing and sales of high quality float glass and architectural glass, solar glass, silicon material, renewable energy products such as PV battery and modules, and new materials and information display products such as ultra-th

37、in electronic glass and display devices. It also provides one-stop services such as project development, construction, operation and maintenance of solar photovoltaic power plants. Flat glass industry CSG now has 10 float glass production lines representing the most advanced technology, 2 solar glas

38、s production lines and 12 solar glass deep processing production lines in Dongguan, Chengdu, Langfang, Wujiang, Xianning, and also has quartz sand raw material processing and production bases in Sichuan Jiangyou and Guangdong Qingyuan. The annual capacity of various high-grade float glass has reache

39、d more than 2.47 million tons and the annual capacity of solar glass has reached over 0.43 million tons. The float glass products cover high-grade float glass and ultra-clear float glass with various thicknesses from 1.3mm to 25mm, and the performance of the products all reach the leading level in C

40、hina. Solar glass has a capacity of 60 million square per year of deep processing, the products of which cover a variety of thickness of 2-4mm deep processing products. The glass of CSG are widely used in in high-end architectural curtain walls, decoration and furniture, reflective mirror, automotiv

41、e windshield, scanner and photocopier transparent panel, home appliance panel, display devices protection and solar energy field.The Companys Products are sold all over the world, and it has established long-term, stable business cooperation with many well-known processing enterprises. The Company a

42、lways adheres to innovation, transformation and upgrading, and further enhances the profitability of flat glass industry by the implementation of differentiated competitive strategy. In 2019, the subsidiary Chengdu CSG Co.,Ltd. switched to the production of ultra-white float glass in the second line

43、, further increasing the proportion of CSG glass in the ultra-white float glass market.Through speeding up technology upgrade and reform for solar glass,the productivity of 1.6-2.5mm ultra-thin solar glass for double-glass PV module was further improved. By focusing on developing overseas market,the

44、 proportion of overseas revenue continuely increased.The exploration of high value-added markets such as ultra-clear glass as well as the expansion of overseas market which further enhanced the market competitiveness of CSGs flat glass. Architectural glass industry CSG Group is one of the largest su

45、ppliers of high-grade engineering and architectural glass in China. It has built five energy-saving glass processing bases in Tianjin, Dongguan, Xianning, Wujiang and Chengdu. Now it is preparing to build Zhaoqing energy-saving glass processing base to meet the growing demand of high-grade energy-sa

46、ving glass. The Company has the worlds leading glass deep processing equipment and testing equipment, and its products cover all kinds of engineering and construction glass. The Companys R&D and application of glass coating technology keep space with the world and its technology of high-end product

47、even leads the world. Following the second generation of energy-saving glass products, the Company has successively developed the third generation and multi-function energy-saving glass products with continuous improving energy-saving and heat-preservation effect. The domestic high-end market share

48、of high-quality energy-saving and environment-friendly LOW-E insulating glass far exceeds that of CSG Annual Report 2019 9 competitors. At present, the Companys coated insulating glass and coated glass have reached annual capacity of more than16.00 million square meters and 36.00 million square mete

49、rs respectively. The Companys quality management system for engineering and architectural glass has been respectively approved by organizations of UK AOQC and Australia QAS. The product quality which meets the national standards of the US, the UK and Australia enables CSG has an advantage in the int

50、ernational tendering and bidding. Since 1988, CSGs engineers and technicians have been continuously participating in the formulation and compilation of various national standards and industry standards. Various high-quality architectural glass of the Company has been used in many landmark buildings