南玻Ｂ：2018年年度报告（英文版）.PDF

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1、 CSG HOLDING CO., LTD. ANNUAL REPORT 2018ANNUAL REPORT 2018 Chairman of the Board: CHEN LIN April 2019CSG Annual Report 2018 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 its

2、 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 cont

3、ents. 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 2018 Annual Report is true, accurate and complete. All directors were

4、 present at the meeting of the Board for deliberating the annual report of the Company in person. This report involves future 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 ri

5、sks. Details of the risk factors and countermeasures of future development have been well-described in this report, please find in Section IV Business Discussion and Analysis. The deliberated and approved plan of profit distribution and capital reserve converted into share capital in the Board Meeti

6、ng is distributing cash dividend of RMB 0.50 yuan (tax included) for every 10 shares to all shareholders based on 2,863,277,201 shares of the total currently share capital. Meanwhile the Company will transfer capital reserve into capital with 1 shares for every 10 shares to all shareholders based on

7、 2,863,277,201 shares of the total currently share capital. (The actual amount of the cash dividend distributed and capital reserve transferred will be determined according to the total share capital on the capital reserved registration date for profit distribution implementation.) This report is pr

8、epared both in Chinese and English. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail. CSG Annual Report 2018 2 Content Section I Important Notice, Content and Paraphrase . 1 Section II Company Profile & Financial Highlights . 4 Section III

9、 Overview of the Companys Business . 9 Section IV. Business Discussion and Analysis . 13 Section V. Important Events . 37 Section VI. Changes in Shares and Particulars about Shareholders . 59 Section VII. Particulars about Directors, Supervisors, Senior Executives and Employees . 70 Section VIII. Co

10、rporate Governance . 81 Section IX. Financial Report . 88 Section X. Documents Available for Reference . 173 CSG Annual Report 2018 3 Paraphrase Items Refers to Contents Company, the Company, CSG or the Group Refers to CSG Holding Co., Ltd. Foresea Life Refers to Foresea Life Insurance Co., Ltd. Ult

11、ra-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 glass Refers to Triple silver coated glass AG glass Refers to Anti-glare glass AF glass Refers to Anti-fin

12、gerprint galss CSG Annual Report 2018 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 Glass A Short form for B-share Southern Glass B Listing stock exchange Shenzhen Stock Exchange Legal Chines

13、e 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 Representative Chen Lin Registered Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.

14、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 Representative of security affairs Name Yang Xinyu Chen Chunyan Contacts add. CSG Building, No.1 of the 6th

15、 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)755-26860685 E-mail III. Information disclosure and preparation place Newspapers for information disclosure Securities

16、 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 the annual report Office of the Board of Directors IV. Registration changes of the Company Organization code

17、Unified social credit code: 914403006188385775 CSG Annual Report 2018 5 Changes of main business since listing (if applicable) No changes Previous changes for controlling shareholders (if applicable) No changes V. Other relevant information CPA firm engaged by the Company Name of CPA firm Asia Pacif

18、ic (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, Zhou Xianhong Sponsor institute engaged by the Company for performing continuous supervision duties in the r

19、eport period Applicable Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in the report period Applicable Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting d

20、ata for accounting policy changed and accounting error correction or not Yes No 2018 2017 Changes over last year 2016 Operating income (RMB) 10,609,963,011 10,879,400,746 -2.48% 8,974,083,407 Net profit attributable to shareholders of the listed company (RMB)* note1 452,965,935 825,388,312 -45.12% 7

21、97,721,576 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) *note2 367,579,835 745,373,108 -50.69% 776,950,973 Net cash flow arising from operating activities (RMB) 2,130,378,100 2,463,446,156 -13.52% 2,240,852,120 Basic earnings per

22、share (RMB/Share) *note3 0.16 0.30 -46.67% 0.33 Diluted earnings per share (RMB/Share) *note4 0.16 0.29 -44.83% 0.33 Weighted average ROE (%) *note5 5.16% 10.15% -4.99% 10.33% As at 31 Dec. 2018 As at 31 Dec. 2017 Changes over the end of last year As at 31 Dec. 2016 Total assets (RMB) 19,114,234,184

23、 19,535,002,368 -2.15% 17,146,815,630 Net assets attributable to shareholders of the listed company (RMB) 9,103,154,571 8,458,587,873 7.62% 7,808,915,004 CSG Annual Report 2018 6 Influence of equity incentive expense: Note (1): Data in aforesaid table has contained the equity incentive expense RMB 1

24、41.49 million yuan shared and included into loss and gain in 2018，and the effect on the net profit attributable to shareholder of listed company was RMB 124.63 million yuan. Excluding the effect of equity incentive expense share, the net profit attributable to shareholder of listed company in 2018 w

25、as RMB 577.59 million yuan, a year-on-year decrease of RMB 247.8 million yuan, or 30.02% Note (2): Excluding the effect of equity incentive expense share, the net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses in 2018 was RMB 492.21 million y

26、uan, a year-on-year decrease of RMB 253.16 million yuan, or 33.96% Note (3): Excluding the effect of equity incentive expense share, the basic earnings per share in 2018 was RMB 0.21yuan, declined 30% year on year. Note (4): After excluding the effect of equity incentive expense share, the diluted e

27、arnings per share in 2018 was RMB 0.20 yuan, declined 31.03% year on year. Note (5): After excluding the effect of equity incentive expense share, the weighted average ROE 2018 was 6.58%, declined 3.57% year on year. The total share capital of the company as of the previous trading day of disclosure

28、 (share) 2,863,277,201 Fully diluted earnings per share calculated with latest equity (RMB/share) 0.16 Whether there is corporate bonds Yes No Whether there is continuous loss in recent two years Yes No VII. Accounting Data Differences under Chinese Accounting Standards (CAS) and International Finan

29、cial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Income and Equity Differences under CAS and IFRS Applicable Not applicable No such differences for the Report Period. 2. Net Income and Equity Differences under CAS and Foreign Accounting Standards Applicable Not applicable No s

30、uch differences for the Report Period. 3. Reason of the difference between domestic and overseas accounting data Applicable Not applicable CSG Annual Report 2018 7 VIII. Main financial indexes by quarter Unit: RMB Q1 Q2 Q3 Q4 Operating income 2,629,471,994 2,841,085,983 2,680,693,459 2,458,711,575 N

31、et profit attributable to shareholders of the listed company 159,382,821 193,454,332 116,279,185 -16,150,403 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses 152,948,714 180,489,383 86,201,062 -52,059,324 Net cash flow arising from operatin

32、g activities 60,223,706 704,340,382 646,261,934 719,552,078 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the Companys quarterly report and semi-annual report or not Yes No IX. Items and amounts

33、 of extraordinary gains/losses Applicable Not applicable Unit: RMB Item 2018 2017 2016 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) -454,368 -1,768,993 -1,759,358 Governmental subsidy reckoned into current gains/losses (not

34、including the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to enterprises business) 94,835,539 87,875,417 91,627,439 Gains on disposal of available-for-sale financial assets, gains and losses from change of fair values of held-for-transaction financi

35、al assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale 427,636 -9,850,256 Loss and profit on external entruste

36、d loan 534,591 Other non-operating income and expenditure except for the aforementioned items 12,099,680 12,076,848 1,306,284 Other gains/losses satisfied definition of extraordinary profit (gains)/loss -45,909,181 Less: Impact on income tax 16,483,870 16,209,135 14,327,585 Impact on minority shareh

37、olders equity (post-tax) 5,145,472 2,386,569 316,740 Total 85,386,100 80,015,204 20,770,603 CSG Annual Report 2018 8 Reason shall be provided for the non-recurring profit and loss items defined by the company according to the definition in the No. 1 of Explanatory Announcement on Information Disclos

38、ure 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. Applicable Not applicable CSG Annual Report 2018 9 Section III Overview of the Companys Business I. Main business

39、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 are very popular at home and abroad. Its main business covers R&D, manufacturing and sales of high quality float gla

40、ss 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-thin electronic glass and display devices. It also provides one-stop services such as project development, constructio

41、n, operation and maintenance of solar photovoltaic power plants. Flat glass industry CSG now has 10 float glass production lines representing the most advanced technology in domestic market and 2 solar glass production lines. The annual capacity of various high-grade float glass has reached more tha

42、n 2.32 million tons and the annual capacity of solar processed glass has reached over 0.43 million tons. The Company owns quartz sand raw material bases in Jiangyou, Sichuan Province and Qingyuan, Guangdong Province. The production bases for flat glass, solar glass of the Company located in Dongguan

43、, Chengdu, Langfang, Wujiang, and Xianning, which can produce various colors of high-grade float glass and ultra-clear float glass with thickness from 1.3mm to 25mm. Those products are widely used in high-grade buildings, decoration and furniture, mirror, automotive windshield, scanner, copier light

44、 trans missive plate, home appliance panel, display devices protection and solar energy field, each performance indicator of which has reached domestic advanced level. The Company always adheres to innovation, transformation and upgrading, and further enhances the profitability of flat glass industr

45、y by the implementation of differentiated competitive strategy. In 2018, after the Production Line II of the subsidiary Hebei CSG entered commercial operation, it greatly increased the proportion of CSG Group in the ultra-clear float glass market. After the subsidiary Chengdu CSGs Production Line I

46、resumed production, the high-quality automotive glass is used as the main product to further expand the automotive glass substrate market. The expansion of high value-added markets such as ultra-clear and automotive glass will further enhance the market competitiveness of CSGs flat glass. Architectu

47、ral glass industry As the nations largest supplier of high-grade engineering and architectural glass, CSG has five architectural and energy-saving glass processing centers which are located in Tianjin, Dongguan, Xianning, Wujiang and Chengdu. The Company possesses the international advanced glass de

48、ep-processing equipment and testing instruments, and its products cover all kinds of architectural glass. R&D and use of coating technology of the Company keep pace with the world and its technology of high-end product is even of the worlds top level. Following the second generation of energy-saving

49、 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. Its high-quality energy-saving LOW-E insulating glass has always led the domestic high-end building energ

50、y-saving glass market. At present, the Companys LOW-E coated glass and LOW-E coated insulating glass have reached annual capacity of more than 36.00 million square meters and 16.00 million square meters respectively. The Companys quality management system for engineering and architectural glass has