舜喆B：2017年年度报告（英文版）.PDF

《舜喆B：2017年年度报告（英文版）.PDF》由会员分享，可在线阅读，更多相关《舜喆B：2017年年度报告（英文版）.PDF（207页珍藏版）》请在淘文阁 - 分享文档赚钱的网站上搜索。

1、Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 1 GUANGDONG JADIETE HOLDINGS GROUP COMPANY LIMITED ANNUAL REPORT 2017 2018-013 April 2018 Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 2 Part I Important Notes,Table of Contents and Definitions The Board of Di

2、rectors(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 jointly and

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

4、l manager)hereby guarantee that the Financial Statements carried in this Report are factual,accurate and complete.Except for the following Directors,all the other Directors attended in person the Board meeting for the review of this Report and its abstract.Name Office title Reason for not attending

5、in person Proxy Cheng Honghai Director Personal reason Ding Lihong All the Companys Directors have attended the Board meeting for the review of this Report and its abstract.1)The risk of great uncertainty in future operating earnings:For the Reporting Period,the Company realized net income attributa

6、ble to the Company(as the parent company)of RMB-14.3525 million with this figure before non-recurring gains and losses being RMB-6.8428 million.The Companys existing main business scope covers gold and jewelry,trade of precious metal and garments e-commerce.In recent years,the gold and jewelry indus

7、try has been highly competitive and its profits have declined year by year.The trade of precious metal is characterized by low profits.The garments e-commerce is constrained by less investment and effectiveness will take a long time.If there is no significant improvement in the main business in 2018

8、,there will be great uncertainty in future operating earnings.2)Competitive risk of the main business of gold and jewelry industry:Since the second half of 2015,the gold and jewelry industry in China has entered into the winter.Under the deleverage policy,the market competition in gold and jewelry i

9、ndustry is becoming more and more fierce,and the intensifying competition leads to the digestion of inventory in the existing franchised stores from place to place.Meanwhile,many franchised stores have shut down or transferred due to the capital chain situation.At the same time,under the influence o

10、f many factors such as the changes in consumption habits of consumer groups and the promotion of store cost,etc.,the sales and profits of the traditional gold and jewelry industry are more difficult.In order to reverse the unfavorable situation,the gold and jewelry enterprises are forced to evolve f

11、rom a single price competition to an integrated competition form,including brand image,design philosophy,online and offline operation mode,which aggravates the Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 3 competition and operation costs virtually.3)Certain uncertainty in sel

12、ling 30%equity of Shenzhen Shenguorong Financing Guarantee Co.,Ltd.:The Company signed a letter of intent on selling 30%equity of Shenzhen Shenguorong Financing Guarantee Co.,Ltd.with Zeng Bo,which needs further negotiation between the both parties of the letter of intent to confirm whether there is

13、 a certain uncertainty in the success of the transaction.Whether the transaction can be completed in time will have an important impact on the significant improvement of the main business in 2018.4)Impairment risk of long-term equity investment:Shenzhen Future Growing Business Fund indirectly holds

14、72,667,411 shares(security symbol:400055,security name:GC5)of Hunan Guoguang Ceramic Group Co.,Ltd.,and the closing price of the stock since the suspension on Nov.5,2014 is RMB 2.60/share.If the resumption of the stock continues to fall in the future,there will be a risk of provision for impairment.

15、5)Risk of withdrawal of counter-guarantee deposit:The Company provides the house property mortgage guarantee for the borrowing between Puning Huafengqiang Trade Co.,Ltd.and ICBC Jieyang Rongcheng Sub-branch and the borrowing between Puning Lailisheng Trade Co.,Ltd.According to the counter-guarantee

16、agreement signed by the Company with Puning Huafengqiang Trade Co.,Ltd.and Puning Lailisheng Trade Co.,Ltd.,Puning Huafengqiang Trade Co.,Ltd.and Puning Lailisheng Trade Co.,Ltd.shall provide the counter-guarantee for the Company with the borrowings,and the above companies shall transfer the borrowi

17、ngs from the bank to the Company in case of failing to execute according to the agreement.6)The risk of major defects in internal control:For the Reporting Period,the CPA firm issued an independent auditors report with adverse opinion on the Companys internal control,and the Company was considered t

18、o have major defects in its internal control.The Company plans not to distribute cash or share dividend,converted either from retained earnings or capital reserves,for the Reporting Period.This Report and its abstract have been prepared in both Chinese and English.Should there be any discrepancies o

19、r misunderstandings between the two versions,the Chinese versions shall prevail.Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 4 Table of Contents Part I Important Statements,Table of Contents and Definitions.2 Part II Corporate Profile and Key Financial Information.6 Part III B

20、usiness Summary.10 Part IV Company Performance Discussion and Analysis.12 Part V Significant Events.29 Part VI Share Changes and Shareholder Information.41 Part VII Preferred Shares.49 Part VIII Directors,Supervisors,Senior Management and Staff.50 Part IX Corporate Governance.56 Part X Corporate Bon

21、ds.66 Part XI Financial Statements.67 Part XII Documents Available for Reference85Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 5 Definitions Term Definition Company,the Company Guangdong Jadiete Holdings Group Company Limited CSRC China Securities Regulatory Commission SZSE,th

22、e stock exchange Shenzhen Stock Exchange RMB,RMB0,000 RMB yuan,RMB ten thousand yuan Reporting Period January 1,2017-December 31,2017 Shenghengchang Huifu Shenzhen Shenghengchang Huifu Industrial Co.,Ltd.Risheng Chuangyuan Shenzhen Risheng Chuangyuan Asset Management Co.,Ltd.Chinese Gold Nobility Sh

23、enzhen Chinese Gold Nobility Jewelry Co.,Ltd.Yunpeng Technology Shanghai Yunpeng Network Technology Co.,Ltd.Tianrui Trading Tianrui(HK)Trading Co.,Ltd.Shenguorong Financing Guarantee Shenzhen Shenguorong Financing Guarantee Co.,Ltd.Lianhua Huiren Shenzhen Lianhua Huiren Industrial Co.,Ltd.Future Gro

24、wing Business Fund Shenzhen Future Growing Business Fund(Limited Partnership)Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 6 Part II Corporate Profile and Key Financial Information I Corporate Information Stock name JHG-B Stock symbol 200168 Stock exchange Shenzhen Stock Exchan

25、ge 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 Ding Lihong Registered address Meixin Industrial Park of Jun Bu Town,Puning,Guangdong Zip code 515300 Office address 9Q of No.990 of

26、 Yiben E-commerce Building,Xili,Nanshan District,Shenzhen Zip code 518000 Company website http:/ Email JHG II Contact Information Board Secretary Securities Representative Name Xu Wei Address 9Q of No.990 of Yiben E-commerce Building,Xili,Nanshan District,Shenzhen Tel.0755-82250045 Fax 0755-82251182

27、 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(HK)Website designated by the China Securities Regulatory Commission(CSRC)for the publication http:/ Guangdong Jadiete Hold

28、ings Group Company Limited Annual Report 2017 7 of this Report Place where this Report is kept 9Q of No.990 of Yiben E-commerce Building,Xili,Nanshan District,Shenzhen IV Company Registered Information and Alterations Credibility code 914452002311318335 Changes in main business activities of the Com

29、pany 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 gold and other jewelry sales in 2015.Changes of controlling shareholder(if any)No changes V Other Information Independent certified pu

30、blic 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,Chegongzhuang Street,West City District,Beijing Accountants writing signatures Zhou Ying,and Zhou Hanjun Independent sponsor hired by the Company to e

31、xercise constant supervision over the Company in the Reporting Period:Applicable Not applicable Independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period:Applicable Not applicable VI Key Financial Information Indicate by tick mark wh

32、ether there is any retrospectively restated datum in the table below.Yes No 2017 2016 2017-over-2016 change 2015 Sales revenue(RMB)563,989,732.95 353,590,916.19 59.50%356,138,164.99 Net income attributable to shareholders of the listed company(RMB)-14,352,474.20 2,233,673.97-742.55%-8,251,099.58 Net

33、 income attributable to shareholders of the listed company before nonrecurring gains and losses(RMB)-6,842,761.55-8,350,470.00-18.00%-19,379,967.33 Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 8 Net cash flows from operating activities(RMB)-8,650,294.89-165,486,852.60-94.77%27

34、,555,801.24 Basic earnings per share(RMB/share)-0.0450 0.0070-742.86%-0.0259 Diluted earnings per share(RMB/share)-0.0450 0.0070-742.86%-0.0259 Weighted average return on equity(%)-3.99%0.61%-4.60%-2.24%December 31,2017 December 31,2016 Change of December 31,2017 over December 31,2016 December 31,20

35、15 Total assets(RMB)723,587,997.04 520,194,679.60 39.10%474,516,644.99 Equity attributable to shareholders of the listed company(RMB)352,491,657.80 366,670,353.78-3.87%364,436,679.81 VII Accounting Data Differences under Chinese Accounting Standards(CAS)and International Financial Reporting Standard

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

37、eporting Period.VIII Key Financial Information by Quarter Unit:RMB Q1 Q2 Q3 Q4 Sales revenue 136,278,213.59 54,181,871.26-50,392,293.69 423,921,941.79 Net income attributable to shareholders of the listed company -406,529.81-7,590,574.97 4,247,223.10-10,602,592.52 Net income attributable to sharehol

38、ders of the listed company before nonrecurring gains and losses -846,604.96-2,433,665.08 1,116,236.29-4,678,727.80 Net cash flows from operating 3,758,249.84-625,375.39-3,132,874.45-8,650,294.89 Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 9 activities Indicate by tick mark wh

39、ether any of the financial 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 Item 2017 2016 2015 Note Gains and losses on disposal of

40、 non-current assets(inclusive of offset allowance for asset impairments)11,696,303.42 4,530,412.47 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 assets

41、(exclusive of effective portion of hedges that arise in the Companys ordinary course of business)-7,082,693.26-2,623,041.24 9,507,297.71(1)Loss of RMB-1,976.00 on fair value changes of transactional financial assets held;and(2)investment income of RMB-7,080,717.26 from disposal of transactional fina

42、ncial assets Reversed portion of impairment allowance for accounts receivable on which impairment test is carried out separately 2,291,344.62 Non-operating income and expense other than above-355,915.00 7,436,312.07 801,530.80 Other gains and losses that meet definition of nonrecurring gain/loss -3,

43、800,201.39 Less:Income tax effects 867,026.81 4,618,152.22 3,670,336.90 Non-controlling interests effects(net of tax)-795,922.42-201,578.71 40,036.33 Total-7,509,712.65 10,584,143.97 11,128,867.75-Explanation of why the Company classifies an item as a nonrecurring gain/loss according to the definiti

44、on 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:Applicable Not applicable No such

45、cases for the Reporting Period.Guangdong Jadiete Holdings Group Company Limited Annual Report 2017 10 Part III Business Summary I Main Business Scope of the Company in the Reporting Period Is the Company subject to any disclosure requirements for special industries?No.For the Reporting Period,the Co

46、mpany recorded main business revenue of about RMB 563 million,of which the gold and jewelry business revenue was RMB 471 million,accounting for 83.70%of the main business revenue;the trade revenue was RMB 88 million,accounting for 15.84%of the main business revenue;and the garments e-commerce revenu

47、e was RMB 2.5789 million,accounting for 0.46%of the main business revenue.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 in the circulation field of gold and jewelry industry f

48、or many years with the main business scope of gold,silver,platinum,diamond,jade,jewelry and its sales business.By virtue of a certain market development capability,operation and management level,consciousness of continuous innovation and goodwill of many years,Chinese Gold Nobility has a certain deg

49、ree of popularity and creditworthiness in the market.For the marketing channel,based on the brand of Chinese Gold Nobility Jewelry,Chinese Gold Nobility has carried out the mode combined with wholesaling and retailing,adopted the business model of online+offline multi-channels,and extended the sales

50、,management and exhibition to the Internet through the establishment of Tmall flagship stores,mobile stores and Wechat Business platform,which broke through the regional and space-time restriction of marketing and became the important source of the Companys operating performance.For the products,sin