舜喆B：2018年年度报告（英文版）.PDF

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1、Guangdong Jadiete Holdings Group Company LimitedAnnual Report 20181GUANGDONG JADIETE HOLDINGS GROUPCOMPANY LIMITEDANNUALREPORT 20182019-009April 2019Guangdong Jadiete Holdings Group Company LimitedAnnual Report 20182Part I Important Notes, Table of Contents and DefinitionsThe Board of Directors (or

2、the “Board”), the Supervisory Board as well as the Directors,Supervisors and senior management of Guangdong Jadiete Holdings Group CompanyLimited (the “Company”) hereby guarantee the factuality, accuracy and completeness of thecontents of this Report and its abstract, and shall be jointly and severa

3、lly liable for anymisrepresentations, misleading statements or material omissions in this Report and itsabstract.HongCheng Chen, the Companys legal representative, Jincai Chen, the Companys ChiefFinancial Officer (CFO), and Zeng Zhihua, head of the Companys financial department(equivalent to financi

4、al manager) hereby guarantee that the Financial Statements carried inthis Report are factual, accurate and complete.All the Companys Directors have attended the Board meeting for the review of this Reportand its abstract.Asia Pacific (Group) CPAs (Special General Partnership) issued a qualified audi

5、t report onthe Companys 2018 audit report. the Board of Directors, the Supervisory Committee haveexplained the relevant matters in detail, please pay attention to reading.In year 2017 and 2018, the company has been in deficit for two consecutive years. If thecompany cant make profits in 2019, it wil

6、l face the risk of listing suspension.The risk of great uncertainty in future operating earnings. The risk of great uncertainty infuture operating earnings: For the Reporting Period, the Company realized net incomeattributable to the Company (as the parent company) of RMB-13.3926 million with this f

7、igurebefore non-recurring gains and losses being RMB-13.77million. The Companys existingmain business scope covers gold and jewelry and garments e-commerce. In recent years, thegold and jewelry industry has been highly competitive and its profits have declined year byyear. The garments e-commerce is

8、 constrained by less investment and effectiveness will take along time. Although the company acquired 49% of the other shareholders of Chinese GoldNobility at the end of 2018, hope to improve the current situation of profit by increasing thesupport for Chinese Gold Nobility, there is still great unc

9、ertainty in future operating earnings.Thecompanyfailedtosigncorrespondinganti-guaranteeagreementswithPuningHuafengqiang Trade Co., Ltd. and Puning Lailisheng Trade Co., Ltd. for the loans borrowedduring the term of mortgage guarantee, so then cause the risk of contingent liabilities. Referto relevan

10、t contents in “part V Significant Events” of this report for details.Forward-looking statements concerning future plans does not constitute a companyssubstantive commitment to investors, investors and relevant persons should have adequaterisk awareness, and should understand the differences between

11、plans, budgets andcommitments.The Company is required to comply with the disclosure requirements of Guidelines forInformation Disclosure in Shenzhen Stock Exchange Industry No. 11 - Listed CompanyGuangdong Jadiete Holdings Group Company LimitedAnnual Report 20183Engaging in Jewelry-related Business.

12、The main business of the company is the wholesale of gold goods, because of the relativelysmall scale, in order to meet the needs of customers, the product structure of the inventory isrelatively single and the balance is large. At the same time, because the customers arerelatively single, Higher de

13、pendence on customers, and great impact of fluctuations incustomer operations, the company plans to actively expand new customer channels,improving sales, on the premise of gradually improving the content of inventory varieties,gradually reducing the risk of higher inventory.The Company plans not to

14、 distribute cash or share dividend, converted either from retainedearnings or capital reserves, for the Reporting Period.Guangdong Jadiete Holdings Group Company LimitedAnnual Report 20184Table of ContentsPart I Important Statements, Table of Contents and Definitions.2Part II Corporate Profile and K

15、ey Financial Information.6Part III Business Summary.10Part IV Company Performance Discussion andAnalysis.12Part V Significant Events.29Part VI Share Changes and Shareholder Information.41Part VII Preferred Shares.49Part VIII Directors, Supervisors, Senior Management and Staff.50Part IX Corporate Gov

16、ernance.56Part X Corporate Bonds.66Part XI Financial Statements.67Part XII Documents Available for Reference85Guangdong Jadiete Holdings Group Company LimitedAnnual Report 20185DefinitionsTermDefinitionReporting PeriodJanuary 1, 2018-December 31, 2018CSRCChina Securities Regulatory CommissionSZSE, t

17、he stock exchangeShenzhen Stock ExchangeCompany, the CompanyGUANGDONG JADIETE HOLDINGS GROUP COMPANY LIMITEDShenghengchang HuifuShenzhen Shenghengchang Huifu Industrial Co., Ltd.Risheng ChuangyuanShenzhen Risheng Chuangyuan Asset Management Co., Ltd.Lianhua HuirenShenzhen Lianhua Huiren Industrial C

18、o., Ltd.Shenguorong Financing GuaranteeShenzhen Shenguorong Financing Guarantee Co., Ltd.Future Growing Business FundShenzhen Future Growing Business Fund (Limited Partnership)Chinese Gold NobilityShenzhen Chinese Gold Nobility Jewelry Co., Ltd.Yuan, wan yuanRMB, million RMBGuangdong Jadiete Holding

19、s Group Company LimitedAnnual Report 20186Part II Corporate Profile and Key Financial InformationI Corporate InformationStock nameJHG-BStock symbol200168Stock exchangeShenzhen Stock ExchangeCompany name in Chinese广东舜喆（集团）股份有限公司Abbr.舜喆Company name in English (ifany)GUANGDONG JADIETE HOLDINGS GROUP CO

20、MPANY LIMITEDAbbr. (if any)JHGLegal representativeChen HongchengRegistered addressMeixin Industrial Park of Jun Bu Town, Puning, GuangdongRegistered address Zip code515300Office address9Q of No. 990 of Yiben E-commerce Building, Xili, Nanshan District, ShenzhenOffice Zip code518000Company websitehtt

21、p:/Email addressJHGII Contact InformationBoard SecretarySecurities RepresentativeNameXu WeiAddress9Q of No. 990 of Yiben E-commerceBuilding, Xili, Nanshan District, ShenzhenTel.0755-82250045Fax0755-82251182E-III Media for Information Disclosure and Place where this Report Is KeptNewspapers designate

22、d by the Company for informationdisclosureSecurities Times and Ta Kung Pao (HK)Website designated by the China Securities RegulatoryCommission (CSRC) for the publication of this Reporthttp:/Guangdong Jadiete Holdings Group Company LimitedAnnual Report 20187Place where this Report is kept9Q of No. 99

23、0 of Yiben E-commerce Building, Xili, Nanshan District,ShenzhenIV Company Registered Information and AlterationsCredibility code914452002311318335Changes in main business activities of theCompany after going public (if any)The main business of the Company shifted from garment making to real estatede

24、velopment in 2013;The real estate development changed to gold and other jewelry sales in 2015.Changes of controlling shareholder (if any) No changesV Other InformationIndependent certified public accounting (or “CPA”) firm hired by the Company:NameAsia (Group) CPAs (Special General Partnership)Offic

25、e addressRoom 301, No. 2 of Tower B, No. 9 Block, Chegongzhuang Street, West City District, BeijingAccountants writing signaturesZhou Ying, and Zhou HanjunIndependent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period:Applicable Not applicableIndep

26、endent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period:Applicable Not applicableVI Key Financial InformationIndicate by tick mark whether there is any retrospectively restated datum in the table below. Yes NoUnit: RMBDecember 31, 2018D

27、ecember 31, 2017Change of December31, 2018 overDecember 31, 2017December 31, 2016Sales revenue (RMB)96,715,841.62563,989,732.95-82.85%353,590,916.19Netincomeattributabletoshareholders of the listed company(RMB)-13,392,596.16-14,352,474.20-6.69%2,233,673.97Netincomeattributabletoshareholders of the l

28、isted companybeforenonrecurringgainsand-13,770,099.67-6,842,761.55101.24%-8,350,470.00Guangdong Jadiete Holdings Group Company LimitedAnnual Report 20188losses (RMB)Net cash flows from operatingactivities (RMB)-85,829,630.50-8,650,294.89892.22%-165,486,852.60Basicearningspershare(RMB/share)-0.0420-0

29、.0450-6.67%0.0070Dilutedearningspershare(RMB/share)-0.0420-0.0450-6.67%0.0070Weighted average return on equity(%)-3.87%-3.99%0.12%0.61%December 31, 2018December 31, 2017Change of December31, 2018 overDecember 31, 2017December 31, 2016Total assets (RMB)544,902,591.70723,587,997.04-24.69%520,194,679.6

30、0Equity attributable to shareholdersof the listed company (RMB)339,099,061.64352,491,657.80-3.80%366,670,353.78VIIAccountingDataDifferencesunderChineseAccountingStandards(CAS)andInternational Financial Reporting Standards (IFRS) and Foreign Accounting Standards1. Net Income and Equity Differences un

31、der CAS and IFRSApplicable Not applicableNo such differences for the Reporting Period.2. Net Income and Equity Differences under CAS and Foreign Accounting StandardsApplicable Not applicableNo such differences for the Reporting Period.VIII Key Financial Information by QuarterUnit: RMBQ1Q2Q3Q4Sales r

32、evenue57,606,553.9336,443,097.821,033,574.671,632,615.20Netincomeattributabletoshareholders of the listed company-2,556,355.94-2,447,843.97-2,684,050.35-5,704,345.90Netincomeattributabletoshareholders of the listed companybeforenonrecurringgainsandlosses-2,723,421.34-3,868,237.50-2,425,833.51-4,752,

33、607.32Guangdong Jadiete Holdings Group Company LimitedAnnual Report 20189Net cash flows from operatingactivities-801,141.44-404,549.99-42,016.63-84,581,922.44Indicate by tick mark whether any of the financial data in the table above or their summations differs materially from what have beendisclosed

34、 in the Companys quarterly or semi-annual reports. Yes NoIX Nonrecurring Gains and LossesApplicable Not applicableUnit: RMBItem201720162015NoteGains and losses on disposal of non-current assets(inclusiveofoffsetallowanceforassetimpairments)11,696,303.42Gains and losses on changes in fair value of tr

35、adingfinancial assets and liabilities & investment incomefrom disposal of trading financial assets andliabilities and available-for-sale financial assets(exclusive of effective portion of hedges that arisein the Companys ordinary course of business)536.00-7,082,693.26-2,623,041.24investment income o

36、fRMB536.00 fromdisposal oftransactional financialassetsReversed portion of impairment allowance foraccounts receivable on which impairment test iscarried out separately2,291,344.62Non-operating income and expense other thanabove419,561.43-355,915.007,436,312.07Other gains and losses that meet defini

37、tion ofnonrecurring gain/loss-3,800,201.39Less: Income tax effects1,037.86867,026.814,618,152.22Non-controlling interests effects (net of tax)41,556.06-795,922.42-201,578.71Total377,503.51-7,509,712.6510,584,143.97-Explanation of why the Company classifies an item as a nonrecurring gain/loss accordi

38、ng to the definition in the ExplanatoryAnnouncement No. 1 on Information Disclosure for Companies Offering Their Securities to the PublicNonrecurring Gains andLosses, or reclassifies any nonrecurring gain/loss item listed in the said explanatory announcement as a recurring gain/loss:Applicable Not a

39、pplicableNo such cases for the Reporting Period.Guangdong Jadiete Holdings Group Company LimitedAnnual Report 201810Part III Business SummaryI Main Business Scope of the Company in the Reporting PeriodIs the Company subject to any disclosure requirements for special industries?Yes.Jewelry related in

40、dustryThe Company is required to comply with the disclosure requirements of Guidelines forInformation Disclosure in Shenzhen Stock Exchange Industry No. 11 - Listed Company Engagingin Jewelry-related Business.The gold and jewelry business is operated by the controlled subsidiary Shenzhen Chinese Gol

41、dNobility Jewelry Co., Ltd. (Chinese Gold Nobility). The Company has been engaged in thecirculation 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 DevelopmentData fr

42、om the National Bureau of Statistics, The total retail sales of social consumer goodsyear-on-year growth by 8.2% in December and 9.0% in January-December 2018, and gold andsilver jewelry goods year-on-year growth by 2.3% and 7.4% in December and January-December2018. On the one hand, gold consumptio

43、n with the deepening of financial deleveraging, people holda wait-and-see attitude to all kinds of investment and financial management, holding cash hasbecome the first choice of the public; On the other hand is long-term narrow volatility of gold price,In particular the strong performance of the do

44、llar index, causing investors to lack confidence in therise of gold prices.2. Companys position in the Industry and Competitive AdvantageChinese Gold Nobility is located in Chinas largest jewelry industry cluster Shenzhen, asconsumers consumption habits change from past gold to inlaid jewelry and di

45、amonds, pay moreattention to brand, identity and experience, the trend of brand differentiation in jewelry industry isobvious, the competition in the market more and more intensely. Because of its relative weakness incapital, brand and personnel, and its relatively low position in the industry, Chin

46、ese Gold Nobilityhas been greatly impacted by competition.3. Major Business ConditionsDuring the reporting period, the companys main sales mode is wholesale, no direct store sales.Income from main business during the reporting period is RMB92.991million, Operating cost RMB92.723million，rate of margi

47、n is 0.28%.The income of the main sales modes is as follows (unit: yuan)Guangdong Jadiete Holdings Group Company LimitedAnnual Report 201811ModeOperating incomeOperating costRate ofmarginWholesale92,451,301.4692,193,827.820.28%Retail539,337.43533,212.161.14%Total92,990,638.8992,727,039.980.28%Produc

48、tion and procurementDuring the reporting period, the main mode of production of holding subsidiaries is commissionedprocessing, production capacity is 1092 kg, accounting for 100.00%. The main purchasing mode isspot trading, with the purchasing volume of 2110 kg and the purchasing amount of 105.268

49、millionyuan, accounting for 100.00% of the total purchasing amount.II Material Change in Main Assets1. Material Change in Main AssetsMajor assetsSignificant changesEquity assetsThe Company took a stake in Shenzhen Future Industry Development Funds Company(L.P.) with self-owned funds of RMB120 millio

50、n (hereinafter referred to as “buyoutfund”).Fixed assetsThe Company rent out the idle workshops. The accounting title of “fixed assets” wasconverted into “investment property” to be measured.intangible assetsThe Company rent out the idle workshops. The accounting title of “fixed assets” wasconverted