晨光文具：2019年年度报告（英文版）.PDF

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1、Annual Report 2019 1 / 308 Stock Code: 603899 Short Name: M&G Stationery Shanghai M&G Stationery Inc. Annual Report 2019 Annual Report 2019 2 / 308 Important Notice I. The Board of Directors, Supervisory Committee, directors, supervisors and senior management of the Company warrant that the contents

2、 of this report are true, accurate and complete, without any misrepresentation, misleading statements or material omissions, and severally and jointly bear the legal responsibilities thereof. II. All directors of the Company attended the Board meeting. III. BDO China Shu Lun Pan Certified Public Acc

3、ounts LLP has issued the audit report with unqualified opinions to the Company. IV. Chen Huwen, the chairman of the Company, Zhang Qing, the CFO of the Company and Zhai Yu, the head of the accounting department (person in charge of accounting), warrant the truthfulness, accuracy and completeness of

4、the financial report in this annual report. V. Profit distribution plan or plan to convert surplus reserves into share capital approved by the Board of Directors during the Reporting Period The Company will distribute cash dividend of RMB4.00 (tax inclusive) per 10 shares based on the Companys total

5、 share capital registered as at the registration date for the implementation of dividend distribution, with the distributed profit totaling RMB368,000,000. The remaining distributable profits in 2019 will be carried forward to the following year. VI. Risks statement of the forward-looking statements

6、 Applicable Not applicable Forward-looking statements including future plans and development strategies involved in this annual report do not constitute the Companys substantive commitments to investors. The investors are advised to pay attention to investment risks. VII. Is there any non-operating

7、misappropriation of funds of the Company by any controlling shareholders and their related parties No VIII. Has the Company provided any external guarantees in violation of the decision-making procedures No Annual Report 2019 3 / 308 IX. Warning on significant risks The Company has illustrated vario

8、us risks and corresponding measures that the Company might face in the production and operation. Please refer to the “Potential Challenges and Risks” set out in the “Discussion and Analysis of Operation” under Section IV. Investors are advised to pay attention to risk of investment. X. Others Applic

9、able Not applicable 本报告分别以中、英本报告分别以中、英文编制，在对中外文编制，在对中外文文本的理解上发生歧义时，以中文文本为准文文本的理解上发生歧义时，以中文文本为准。 This English version is converted from the Chinese version. In case of any discrepancy between the Chinese version and the English version, the Chinese version shall prevail. Annual Report 2019 4 / 308 Co

10、ntents Chapter I Definition . 5 Chapter II Company Profile and Key Financial Indicators . 6 Chapter III Business Overview . 14 Chapter IV Discussion and Analysis of Operation . 21 Chapter V Major Events . 50 Chapter VI Changes in Ordinary Shares and Shareholders . 71 Chapter VII Preference Shares .

11、78 Chapter VIII Directors, Supervisors, Senior Management and Employees . 79 Chapter IX Corporate Governance . 87 Chapter X Corporate Bonds . 91 Chapter XI Financial Report . 92 Chapter XII References . 308 Annual Report 2019 5 / 308 Chapter I Definition I. Definition In this report, unless the cont

12、ent requires otherwise, the following terms shall have the following meanings: Definition of common terms The Report Annual Report 2019 Company, the Company, M&G Stationery Shanghai M&G Stationery Inc. M&G Group M&G Holdings (Group) Co., Ltd. M&G Colipu Shanghai M&G Colipu Office Supplies Co., Ltd.

13、M&G Life (晨光生活馆) M&G Living Studio Enterprise Management Co., Ltd.(晨光生活馆企业管理有限公司)/Large retail store of the Company M&G Technologies Shanghai M&G Information Technology Co., Ltd.(上海晨光信息科技有限公司) Jiekui Investment Shanghai Jiekui Investment Management Firm (L.P.) Keying Investment Shanghai Keying Inves

14、tment Management Office (L.P.) Chenguang Venture Capital Center (晨光创投) Shanghai Chenguang Venture Capital Center (L.P.) Chenguang Sanmei (晨光三美) Shanghai Chenguang Sanmei Property Investment Co., Ltd. Jiumu Store (九木杂物社) Jiumu M&G Store Enterprise Management Co., Ltd.(九木杂物社企业管理有限公司)/Large retail stor

15、e of the Company M&G Office Supplies (晨光办公) Shanghai M&G Office Supplies Co., Ltd. Office Depot Office Depot Network Technology Co., Ltd. Axus Stationery Axus Stationery (Shanghai) Company Ltd. KA Key Account, usually referring to large cross-regional retailers with large operating space and dense c

16、ustomer flow, including RT-MART, Walmart, Carrefour, Hualian Supermarket. Reporting period Year 2019, from 1 January 2019 to 31 December 2019 Yuan, ten thousand Yuan, hundred million Yuan RMB, RMB10,000, RMB100 million Annual Report 2019 6 / 308 Chapter II Company Profile and Key Financial Indicator

17、s I. Company Information Chinese name of the Company 上海晨光文具股份有限公司 Short name of the Company in Chinese 晨光文具 English name of the Company SHANGHAI M&G STATIONERY INC. Abbreviation of English name of the Company M&G Legal representative of the Company Chen Huwen II. Contact Information Board Secretary

18、Securities Affairs Representative Name Quan Qiang Bai Kai Office address Building C, Hanqiao Culture Science & Technology Park, No. 455 Yanzhan Road, Songjiang District, Shanghai Building C, Hanqiao Culture Science & Technology Park, No. 455 Yanzhan Road, Songjiang District, Shanghai Telephone 021-5

19、7475621 021-57475621 Fax 021-57475621 021-57475621 E-mail irmg- irmg- III. Introduction to General Information Registered address Building 3, No. 3469 Jinqian Road, Fengxian District, Shanghai Postal code of registered address 201406 Office address Building C, Hanqiao Culture Science & Technology Pa

20、rk, No. 455 Yanzhan Road, Songjiang District, Shanghai Postal code of office address 201612 Website of the Company http:/www.mg- E-mail irmg- IV. Information Disclosure and Place for Obtaining the Report Media for the Companys information disclosure Shanghai Securities News, China Securities Journal

21、, Securities Daily, Securities Times Annual Report 2019 7 / 308 CSRCs designated website for the Companys Annual Report disclosure The Companys Annual Report may be obtained at Board of Directors Office V. Stock Information Stock Information Share class Exchanges on which the stocks are listed Stock

22、 short name Stock code Stock short name before change A share Shanghai Stock Exchange M&G 603899 / VI. Other Relevant Information Auditor of the Company (domestic) Name BDO China Shu Lun Pan CPAs(Special general partnership) Office address 4F No. 61 Nanjing East Road, Shanghai Name of the signing ac

23、countant Gu Xuefeng, Wang Aijia VII. Major Accounting Data and Financial Indicators for the Past Three Years (1) Major accounting data Unit: Yuan Currency: RMB Major accounting data 2019 2018 Year-on-year change (%) 2017 Revenue 11,141,101,364.44 8,534,988,597.55 30.53 6,357,102,964.25 Net profit at

24、tributable to shareholders of the listed companies 1,060,083,625.03 806,847,308.41 31.39 634,040,991.46 Net profit attributable to shareholders of the listed 1,005,187,834.38 749,412,457.07 34.13 544,514,731.94 Annual Report 2019 8 / 308 companies, net of non-recurring gains and losses Net cash flow

25、 generated from operating activities 1,081,941,383.68 827,940,565.51 30.68 717,497,928.03 End of 2019 End of 2018 Year-on-year change (%) End of 2017 Net assets attributable to shareholders of the listed companies 4,201,500,384.99 3,410,808,445.41 23.18 2,833,961,137.00 Total asset 7,565,115,311.74

26、5,677,500,049.71 33.25 4,388,278,915.63 (2) Key financial indicators Key financial indicators 2019 2018 Year-on-year increase or decrease in the current period (%) 2017 Basic earnings per share (Yuan/share) 1.1523 0.8770 31.39 0.6892 Diluted earnings per share (Yuan/share) 1.1523 0.8770 31.39 0.6892

27、 Basic earnings per share, net of non-recurring gains and losses (Yuan/share) 1.0926 0.8146 34.13 0.5919 Weighted average ROE (%) 28.17 26.16 Increase of 2.01 percentage points 24.45 Weighted average ROE, net of non-recurring gains and losses (%) 26.71 24.30 Increase of 2.41 percentage points 20.99

28、Explanation of major accounting data and financial indicators for the past three years by the end of the Reporting Period Annual Report 2019 9 / 308 Applicable Not applicable Revenue increased by 30.53% or RMB2,606,112,800 over the same period of last year, primarily due to: (1) the Companys traditi

29、onal core business grew a steadily 20% in 2019, as a leading company in the stationery and office supplies industry, we benefited from our competitive advantages of distribution channel, brand recognition, design and R&D, and supply chains: (2) new business continued developing at a high speed in 20

30、19, M&G Colipu and M&G Life grew by 51% compared with last year. VIII. Difference in the Accounting Information under the PRC Accounting Standards for Business Enterprise (“PRC GAAP”) and Overseas Accounting Standards (1) Difference in net profit and net asset attributable to shareholders of the lis

31、ted company in financial reports disclosed under International Accounting Standards and PRC GAAP Applicable Not applicable (2) Differences in net profit and net assets attributable to shareholders of the listed company in financial reports disclosed under overseas accounting standards and PRC GAAP A

32、pplicable Not applicable (3) Explanation on the differences between PRC GAAP and Overseas Accounting Standards: Applicable Not applicable IX. Key Financial Data for the Year of 2019 by Quarter Unit: Yuan Currency: RMB 1st Quarter (Jan-Mar) 2nd Quarter (Apr-Jun) 3rd Quarter (Jul-Sept) 4th Quarter (Oc

33、t-Dec) Revenue 2,355,613,820.98 2,483,009,195.91 3,108,721,445.78 3,193,756,901.77 Net profit attributable to shareholders of the listed companies 258,715,131.28 212,549,376.55 330,611,308.24 258,207,808.96 Net profit attributable to shareholders of the 232,639,806.85 194,719,722.78 333,199,496.91 2

34、44,628,807.84 Annual Report 2019 10 / 308 listed company after non-recurring profit or loss Net cash flow generated from operating activities 99,550,085.40 147,529,761.88 430,910,767.84 403,950,768.56 Explanation on difference between information by quarter and information disclosed in periodical re

35、ports Applicable Not applicable X. Items and Amounts of Non-recurring Gains or Losses Applicable Not applicable Unit: Yuan Currency: RMB Items of Non-recurring Gains or Losses Amounts in 2019 Notes (if applicable) Amounts in 2018 Amounts in 2017 Gains or losses on disposal of non-current assets 6,08

36、1,606.95 Mainly due to the disposal of certain old equipment by the subsidiaries held by the Company and the winding up of certain subsidiaries under the subsidiaries held by the Company, due to business needs -69,195.83 -621,092.66 Government grants included in profits and losses for the current pe

37、riod, excluding those closely related to the normal business and of fixed amount or fixed quantity granted on an on-going basis in accordance with certain standards and in compliance with the 42,747,681.46 Mainly including government grants received during the Reporting Period and government grants

38、transferred from deferred income 42,122,713.66 35,057,419.77 Annual Report 2019 11 / 308 State policies Gains arising from investment costs for acquisition of subsidiaries, associates and joint ventures less than the fair values of attributable identifiable net assets of the invested entity at the t

39、ime of acquisition 33,642,175.40 Gains or losses on entrusted investment or asset management 35,517,479.65 38,184,246.05 Investment income arising from changes in fair values held-for-trading financial assets and held-for-trading financial liabilities, and investment gains on the disposal of held-fo

40、r-trading financial assets, held-for-trading financial liabilities and available-for-sale financial assets, except the Company normal operations related to effective hedging business / -340,881.23 Investment income arising from changes in fair values held-for-trading financial assets, derivative fin

41、ancial assets, held-for-trading financial liabilities and derivative financial 29,184,868.54 Revenue generated from purchase of wealth management products / Annual Report 2019 12 / 308 liabilities, and investment gains on the disposal of held-for-trading financial assets, derivative financial assets

42、, held-for-trading financial liabilities, derivative financial liabilities and other debt investment, except the Company normal operations related to effective hedging business Reversal of provision for impairment of receivables which are individually tested for impairment 1,803,027.63 Mainly due to

43、 the provision reversal of bad debts on individual receivables of the Company 7,460,100.24 Other net non-operating income and expenses, other than the above items -5,743,388.02 Mainly the expense of public donations and the losses arising from the winding up of certain subsidiaries controlled by the

44、 subsidiaries of the Company -7,936,377.76 -5,409,684.43 Effect of minority equity -4,764,697.27 -2,192,444.11 -13,897,494.77 Effect of income tax -14,413,308.64 -10,007,324.27 -4,548,528.85 Total 54,895,790.65 57,434,851.34 89,526,259.52 XI. Items Measured at Fair Values Applicable Not applicable U

45、nit: Yuan Currency: RMB Items Opening balance Closing balance Changes in the Period Effect on profit for the Period Held-for-trading financial assets 1,027,265,300.00 661,878,587.24 -365,386,712.76 4,613,287.24 Receivables 1,894,232.00 29,549,924.83 27,655,692.83 Annual Report 2019 13 / 308 financin

46、g Derivative financial assets Other debt investments (including other current assets) Other non-current financial assets Investments in other equity instruments 3,600,000.00 3,909,179.93 309,179.93 Held-for-trading financial liabilities Derivative financial liabilities Total 1,032,759,532.00 695,337

47、,692.00 -337,421,840.00 4,613,287.24 XII. Others Applicable Not applicable Annual Report 2019 14 / 308 Chapter III Business Overview I. Description of the Companys principal business, operation model and industry condition during the Reporting Period (1) Principal business and operation model 1. Pri

48、ncipal business As a comprehensive stationery supplier, the Company integrates the value of creativity into its products and service advantages, advocates fashionable stationery lifestyle, and provides solutions for study and work. The traditional core businesses include designing, developing, manuf

49、acturing and selling writing instruments, student stationery, office supplies and other products under brands; new businesses mainly comprise of one-stop direct office supplies service platformM&G Colipu and retail storesM&G Life and Jiumu Store, and online platform of M&G Technologies. During the R

50、eporting Period, there were no significant changes in the Companys principal business and operation model. (2) Main Operation Model The Company has an independent and complete operation from design and development of brands and products, procurement of raw materials and accessories, product manufact