_ST舜喆B：2019年年度报告（英文版）.PDF

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1、Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 1 GUANGDONG JADIETE HOLDINGS GROUP COMPANY LIMITED ANNUAL REPORT 2019 2020-006 April 2020 Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 2 Part I Important Notes, Table of Contents and Definitions The Board of D

2、irectors (or the “Board”), the Supervisory Board as well as the Directors, Supervisors and senior management of Guangdong Jadiete Holdings Group Company Limited (the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its abstract, and shall be jo

3、intly and severally liable for any misrepresentations, misleading statements or material omissions in this Report and its abstract. HongCheng Chen, the Companys legal representative, Jincai Chen, the Companys Chief Financial Officer (CFO), and Zeng Zhihua, head of the Companys financial department (

4、equivalent to financial manager) hereby guarantee that the Financial Statements carried in this Report are factual, accurate and complete. Except the following Directors of the The Company, others have attended the Board meeting for the review of this Report and its abstract. Name Title Reason Consi

5、gnee Honghai Chen Director Other work Dongwei Chen Asia Pacific (Group) CPAs (Special General Partnership) issued a qualified opinion with explanatory notes on the Companys 2018 audit report. the Board of Directors, the Supervisory Committee have explained the relevant matters in detail, please pay

6、attention to reading. Asia Pacific (Group) CPAs (Special General Partnership) issued negative opinions on the companys 2019 internal control audit report, the company has Significant deficiencies in internal control, the Supervisory Committee have explained the relevant matters in detail, please pay

7、 attention to reading. the company has suffered losses for two consecutive years 2017-2018,the companys qualified audit report was issued by the auditor with explanatory notes. The influence of the notes on the company is uncertain. The risk of great uncertainty in future operating earnings. The ris

8、k of great uncertainty in future operating earnings: For the Reporting Period, the Company realized net income attributable to the Company (as the parent company) of RMB-12,006,826.15 with this figure before non-recurring gains and losses being RMB-12,006,826.15. The Companys existing main business

9、scope covers gold and jewelry and garments e-commerce. In recent years, the gold and jewelry industry has been highly competitive and its profits have declined year by year. The garments e-commerce is constrained by less investment and effectiveness will take a long time. In addition, the pandemic s

10、ince 2020 has had a huge impact on the entire consumer industry, which further exacerbates the uncertainty of the companys future operating profit. The company didnt receive the transfer payment of 30% equity of Shenzhen Shenguorong Finance Guarantee Co., Ltd. on schedule, please refer to relevant c

11、ontents in this report for details. Shenzhen future industry development fund enterprise (limited partnership) didnt receive 45% equity transfer payment of Shenzhen Jinshitonghe Investment Co., Ltd. on schedule, Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 3 resulting in failu

12、re to implement profit distribution as agreed. Please refer to relevant contents in this report for details. The company failed to sign corresponding anti-guarantee agreements with Puning Huafengqiang Trade Co., Ltd. and Puning Lailisheng Trade Co., Ltd. for the loans borrowed during the term of mor

13、tgage guarantee, As of the date of this report, The company also failed to release the mortgage guarantee provided for Puning Huafengqiang Trade Co., Ltd. and Puning Lailisheng Trade Co., Ltd., so then cause the risk of contingent liabilities. Please refer to relevant contents in this report for det

14、ails. Due to the impact of macroeconomic downturn and pandemic situation, the company failed to receive the funds that should be recovered from the disposal of assets, and the company may not be able to implement the buyback plan within the specified time Forward-looking statements concerning future

15、 plans does not constitute a companys substantive commitment to investors, investors and relevant persons should have adequate risk awareness, and should understand the differences between plans, budgets and commitments. The Company is required to comply with the disclosure requirements of Guideline

16、s for Information Disclosure in Shenzhen Stock Exchange Industry No. 11 - Listed Company Engaging in Jewelry-related Business. The main business of the company is the wholesale of gold goods, because of the relatively small scale, in order to meet the needs of customers, the product structure of the

17、 inventory is relatively single and the balance is large. At the same time, because the customers are relatively single, Higher dependence on customers, and great impact of fluctuations in customer operations. During the reporting period, due to the transformation of major customers, the companys sa

18、les fell sharply. The company actively adjusts its marketing strategy, expands channels and gradually realizes the goal of de-stocking the company plans to actively expand new customer channels, improving sales, on the premise of gradually improving the content of inventory varieties, gradually redu

19、cing the risk of higher inventory. The Company plans not to distribute cash or share dividend, converted either from retained earnings or capital reserves, for the Reporting Period. Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 4 Table of Contents Part I Important Statements, T

20、able of Contents and Definitions . 2 Part II Corporate Profile and Key Financial Information . 5 Part III Business Summary . 7 Part IV Company Performance Discussion and Analysis . 8 Part V Significant Events . 12 Part VI Share Changes and Shareholder Information . 16 Part VII Preferred Shares . 18

21、Part VIII Convertible bonds . 18 Part IX Directors, Supervisors, Senior Management and Staff. 19 Part X Corporate Governance . 20 Part XI Corporate Bonds . 22 Part XII Financial Statements . 22 Part XIII Documents Available for Reference . 85 Guangdong Jadiete Holdings Group Company Limited Annual R

22、eport 2019 5 Definitions Term Definition Reporting Period January 1, 2018-December 31, 2018 CSRC China Securities Regulatory Commission SZSE, the stock exchange Shenzhen Stock Exchange Company, the Company GUANGDONG JADIETE HOLDINGS GROUP COMPANY LIMITED Shenghengchang Huifu Shenzhen Shenghengchang

23、Huifu Industrial Co., Ltd. Risheng Chuangyuan Shenzhen Risheng Chuangyuan Asset Management Co., Ltd. Lianhua Huiren Shenzhen Lianhua Huiren Industrial Co., Ltd. Shenguorong Financing Guarantee Shenzhen Shenguorong Financing Guarantee Co., Ltd. Future Growing Business Fund Shenzhen Future Growing Bus

24、iness Fund (Limited Partnership) Chinese Gold Nobility Shenzhen Chinese Gold Nobility Jewelry Co., Ltd. Yuan, wan yuan RMB, million RMB Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 6 Part II Corporate Profile and Key Financial Information I Corporate Information Stock name JHG

25、-B 股票代码 200168 Stock exchange Shenzhen Stock Exchange Company name in Chinese 广东舜喆（集团）股份有限公司 Abbr. 舜喆 Company name in English (if any) GUANGDONG JADIETE HOLDINGS GROUP COMPANY LIMITED Abbr. (if any) JHG Legal representative Chen Hongcheng (temporarily) Registered address Meixin Industrial Park of Ju

26、n Bu Town, Puning, Guangdong Registered address Zip code 515300 Office address 503 of No. 990 of Yiben E-commerce Building, Xili, Nanshan District, Shenzhen Office Zip code 518000 Company website http:/ Email address JHG II Contact Information Board Secretary Securities Representative Name Xu Wei Ad

27、dress 503 of No. 990 of Yiben E-commerce Building, Xili, Nanshan District, Shenzhen Tel. 0755-82250045 Fax 0755-82251182 E-mail III Media for Information Disclosure and Place where this Report Is Kept Newspapers designated by the Company for information disclosure Securities Times and Ta Kung Pao (H

28、K) Website designated by the China Securities Regulatory Commission (CSRC) for the publication of this Report http:/ Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 7 Place where this Report is kept 9Q of No. 990 of Yiben E-commerce Building, Xili, Nanshan District, Shenzhen IV C

29、ompany Registered Information and Alterations Credibility code 914452002311318335 Changes in main business activities of the Company after going public (if any) The main business of the Company shifted from garment making to real estate development in 2013; The real estate development changed to gol

30、d and other jewelry sales in 2015. Changes of controlling shareholder (if any) No changes V Other Information Independent certified public accounting (or “CPA”) firm hired by the Company: Name Asia (Group) CPAs (Special General Partnership) Office address Room 301, No. 2 of Tower B, No. 9 Block, Che

31、gongzhuang Street, West City District, Beijing Accountants writing signatures Zhou Ying, and Zhou Hanjun Independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable Independent financial advisor hired by the Company to

32、 exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable VI Key Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below Yes No December 31, 2019 December 31, 2018 Change of December 31, 2019 over Dec

33、ember 31, 2018 December 31, 2017 Sales revenue (RMB) 19,065,432.67 96,715,841.62 -80.29% 563,989,732.95 Net income attributable to shareholders of the listed company (RMB) 1,996,242.74 -13,392,596.16 -114.91% -14,352,474.20 Net income attributable to shareholders of the listed -12,006,826.15 -13,770

34、,099.67 -12.81% -6,842,761.55 Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 8 company before nonrecurring gains and losses (RMB) Net cash flows from operating activities (RMB) 5,555,997.23 -85,829,630.50 -106.47% -8,650,294.89 Basic earnings per share (RMB/share) 0.0063 -0.0420

35、 -115.00% -0.0450 Diluted earnings per share (RMB/share) 0.0063 -0.0420 -115.00% -0.0450 Weighted average return on equity (%) 0.59% -3.87% 4.46% -3.99% Total assets (RMB) 514,650,229.26 544,902,591.70 -5.55% 723,587,997.04 Equity attributable to shareholders of the listed company (RMB) 345,098,328.

36、40 339,099,061.64 1.77% 352,491,657.80 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

37、s for the Reporting Period. 2. Net Income and Equity Differences under CAS and Foreign Accounting Standards Applicable Not applicable No such differences for the Reporting Period. 3. Reasons for accounting data differences under CAS and Foreign Accounting Standards Applicable Not applicable VIII Key

38、 Financial Information by Quarter Unit: RMB Q1 Q2 Q3 Q4 Sales revenue 356,917.07 538,215.36 436,921.08 17,733,379.16 Net income attributable to shareholders of the listed company -2,170,489.40 -2,091,792.31 -2,878,192.30 9,136,716.75 Net income attributable to -2,254,549.76 -2,009,314.66 -2,966,466.

39、50 -4,776,495.23 Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 9 shareholders of the listed company before nonrecurring gains and losses Net cash flows from operating activities -839,954.80 -158,848.23 -426,079.36 6,980,879.62 Indicate by tick mark whether any of the financial

40、data in the table above or their summations differs materially from what have been disclosed in the Companys quarterly or semi-annual reports. Yes No IX Nonrecurring Gains and Losses Applicable Not applicable Unit: RMB 项目 2019 2018 2017 Note Gains and losses on disposal of non-current assets (inclus

41、ive of offset allowance for asset impairments) 953,732.29 Profit and loss on disposal of fixed assets Gains and losses on changes in fair value of trading financial assets and liabilities & investment income from disposal of trading financial assets and liabilities and available-for-sale financial a

42、ssets (exclusive of effective portion of hedges that arise in the Companys ordinary course of business) 536.00 -7,082,693.26 Reversed portion of impairment allowance for accounts receivable on which impairment test is carried out separately 13,041,547.87 419,561.43 -355,915.00 Non-operating income a

43、nd expense other than above -427.35 1,037.86 867,026.81 Other gains and losses that meet definition of nonrecurring gain/loss -7,361.38 41,556.06 -795,922.42 Less: Income tax effects 14,003,068.89 377,503.51 -7,509,712.65 - Explanation of why the Company classifies an item as a nonrecurring gain/los

44、s according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the PublicNonrecurring Gains and Losses, or reclassifies any nonrecurring gain/loss item listed in the said explanatory announcement as a recurring gain/loss: Appl

45、icable Not applicable No such cases for the Reporting Period. Guangdong Jadiete Holdings Group Company Limited Annual Report 2019 10 Part III Business Summary I Main Business Scope of the Company in the Reporting Period The Company is required to comply with the disclosure requirements of Guidelines

46、 for Information Disclosure in Shenzhen Stock Exchange Industry No. 11 - Listed Company Engaging in Jewelry-related Business. The gold and jewelry business is operated by the controlled subsidiary Shenzhen Chinese Gold Nobility Jewelry Co., Ltd. (Chinese Gold Nobility). The Company has been engaged

47、in the circulation field of gold and jewelry industry for many years with the main business scope of gold, silver, platinum, diamond, jade, jewelry and its sales business. 1. Macro-economic and Industry Development According to the data of the National Bureau of statistics, the total retail sales of

48、 social consumer goods increased by 8.0% and 8.0% on a year-on-year basis in December 2019 and January December 2018, and 8.2% and 9.0% on a year-on-year basis in December 2018 and January December 2018. Among them, the year-on-year nominal growth of gold and silver jewelry in December 2019 and Janu

49、ary December 2019 was 3.7% and 0.4%, and the year-on-year nominal growth in December 2018 and January December 2018 was 2.3% and 7.4%. According to statistics released by China Gold Association, the actual consumption of gold in 2019 was 1002.78 tons, down 12.91% year on year. Specifically, in 2019,

50、 the domestic consumption of gold jewelry is 676.23 tons, down 8.16% year-on-year; the consumption of gold bars and gold coins is 225.8 tons, down 26.97%; The consumption of industrial and other uses was 100.75 tons, down 4.9%. According to the analysis of China Gold Association, the downward pressu