深赛格Ｂ：2016年年度报告（英文版）.PDF

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1、1 Shenzhen SEG Co.,Ltd.2016 Annual Report 2017-028 April 2017 Full Text of 2016 Annual Report of Shenzhen SEG Co.,Ltd.2 Chapter 1 Important Notice,Contents and Definitions The Board of Directors,the Board of Supervisors,the directors,the supervisors and the senior executives guarantee that the annua

2、l report is authentic,accurate,and complete,and that it has no false records misleading statements or major omissions,and they commit to the individual and joint legal liabilities.Chairman of the Board of Directors Wang Li,the Chief Financial Officer Liu Zhijun and the responsible person of the acco

3、unting institution(Accountant in charge)Ying Huadong hereby declare that the Financial Statements enclosed in this annual report are true,accurate and complete.All the directors have attended this board meeting reviewing the annual report.The future plans,development strategies,and forward-looking s

4、tatements involved in the annual report do not constitute any tangible commitment to investors.Investors should pay attention to investment risks.The Company plans not to distribute cash dividends or bonus shares nor transfer reserves into share capital.Full Text of 2016 Annual Report of Shenzhen SE

5、G Co.,Ltd.3 CONTENTS Chapter 1 Important Notice,Contents and Definitions.2 Chapter 2 Company Profile and Main Financial Indexes.6 Chapter 3 Overview of Companys Business.11 Chapter 4 Management Discussion and Analysis.17 Chapter 5 Important Matters.49 Chapter 6 Changes in Share Capital and Informati

6、on on Shareholders.109 Chapter 7 Preferred Shares.115 Chapter 8 Information on Directors,Supervisors,Senior Executives and Employees 116 Chapter 9 Corporate Governance.128 Chapter 10 Corporate Bonds.143 Chapter 11 Financial Report.144 Full Text of 2016 Annual Report of Shenzhen SEG Co.,Ltd.4 Definit

7、ions Definition Refers to Description This Company,the Company,the listed company,Shen SEG Refers to Shenzhen SEG Co.,Ltd.Shenzhen SEG Group Co.,Ltd.Refers to Shenzhen SEG Group Co.,Ltd.Huakong SEG Refers to Shenzhen Huakong SEG Co.,Ltd.SEG Baohua Refers to Shenzhen SEG Baohua Enterprise Development

8、 Co.,Ltd.Xian SEG Refers to Xian SEG Electronics Market Co.,Ltd.Suzhou SEG Refers to Suzhou SEG Electronics Market Management Co.,Ltd.Xian Hairong SEG Refers to Xian Hairong SEG Electronics Market Co.,Ltd.Nanjing SEG Refers to Shenzhen SEG Electronics Market Management Co.,Ltd.Shanghai SEG Refers to

9、 Shanghai SEG Electronics Market Operation Management Co.,Ltd.Nantong SEG Refers to Nantong SEG Times Plaza Management Co.,Ltd.Changsha SEG Refers to Changsha SEG Development Co.,Ltd.Mellow Orange Hotel Refers to Shenzhen Mellow Orange Business Hotel Management Co.,Ltd Longgang SEG Refers to Shenzhe

10、n SEG Electronics Market Management Co.,Ltd.SEG Industry Refers to Shenzhen SEG Industrial Investment Co.,Ltd.SEG E-Commerce Refers to Shenzhen SEG E-commerce Co.,Ltd.SEG Credit Refers to Shenzhen SEG Credit Co.,Ltd.SEG Navigations Refers to Shenzhen SEG GPS Scientific Navigations Co.,Ltd.Shunde SEG

11、 Refers to Shunde SEG Electronics Market Management Co.,Ltd.Wuxi SEG Refers to Wuxi SEG Electronics Market Co.,Ltd Nanning SEG Refers to Nanning SEG Digital Plaza Management Co.,Ltd.Suzhou SEG Digital Refers to Suzhou SEG Digital Plaza Management Co.,Ltd.Xian Fengdong SEG Refers to Xian Fengdong New

12、 Town SEG Times Plaza Properties Co.,Ltd.Full Text of 2016 Annual Report of Shenzhen SEG Co.,Ltd.5 Definition Refers to Description Nantong SEG Operation Refers to Nantong SEG Commercial Operation Management Co.,Ltd.SEG Intelligent Refers to Suzhou SEG Intelligent Technology Co.,Ltd.SEG Investment R

13、efers to Shenzhen SEG Investment Management Co.,Ltd.SEG CPARK Refers to SEG International CPARK Show Promotion Center Longyan Application Refers to Shenzhen SEG Longyan New Energy Application and Development Co.,Ltd.SEG Longyan Technology Refers to Shenzhen SEG Longyan Energy Technology Co.,Ltd.SEG

14、Real Estate Investment Refers to Shenzhen SEG Real Estate Investment Co.,Ltd.SEG Kangle Refers to Shenzhen SEG Kangle Enterprise Development Co.,Ltd.SEG Property Development Refers to Shenzhen SEG Property Development Co.,Ltd.CEEC Refers to China International Consumer Electronics Exhibition/Exchang

15、e Center Co.,Ltd.Wangyu Technology Refers to Shanghai Wangyu Information Technology Co.,Ltd.SegMaker Refers to Shenzhen SegMaker Co.,Ltd.Tencent Refers to Shenzhen Tencent Computer System Co.,Ltd.Fujian Babycat Refers to Fujian Babycat Animation Technology Co.,Ltd.Tmall Company Refers to Zhejiang Tm

16、all Technology Co.,Ltd.Futian Investment Refers to Shenzhen Futian Investment Co.,Ltd.Ourgame International Refers to Ourgame International Holdings Limited Allied eSports Refers to Tianjin Allied eSports Internet Technology Co.,Ltd.Shum Yip Land Refers to Shum Yip Land Company Limited Shenzhen SASA

17、C Refers to State-owned Assets Supervision and Administration Commission of Shenzhen Municipality CSRC Refers to China Securities Regulatory Commission Shenzhen Securities Regulatory Bureau Refers to Shenzhen Securities Regulatory Bureau of China Securities Regulatory Commission Articles of Associat

18、ion Refers to Articles of Association of Shenzhen SEG Co.,Ltd.Unless otherwise specified,the amount referred to in the report Refers to Amount in RMB Full Text of 2016 Annual Report of Shenzhen SEG Co.,Ltd.6 Chapter 2 Company Profile and Main Financial Indexes I.Basic Information Stock abbreviation

19、SHEN SEG,SHEN SEG B Stock code 000058,200058 Changed stock abbreviation(if any)None Listed on Shenzhen Stock Exchange Company name in Chinese 深圳赛格股份有限公司 Company abbreviation in Chinese 深赛格 Company name in English(if any)SHENZHEN SEG CO.,LTD.Company name abbreviations in English(if any)None Legal rep

20、resentative Wang Li Registered address 31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen Post code 518028 Office address 31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen Post code 518028 Website http:/ E-mail II.Contact Information Secretary of the Board of Directo

21、rs Securities affairs representative Name Zheng Dan Zhang Xin Contact address 31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen 31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen Phone 0755-83747939 0755-83747939 Fax 0755-83975237 0755-83975237 E-mail III.Information

22、 Disclosure and Filing Site Media selected by the Company for information disclosure China Securities Journal,Securities Times,Securities Daily and Hong Kong Commercial Daily Website assigned by CSRC for publishing the annual report http:/(Cninfo Website)The place where the annual report is prepared

23、 and Secretarys Office of Board of Directors,31/F,Tower A,Stars Plaza,Full Text of 2016 Annual Report of Shenzhen SEG Co.,Ltd.7 kept Huaqiang Road(N),Futian District,Shenzhen IV.Changes of Registration Information Organization code 27925377-6 Changes of main business since the Companys listing(if an

24、y)Changes to business scope on July 6,2005:Domestic commerce,goods supply and sale(excluding commodities under special operation,control and sale),industrial investment(licenses for specific projects shall be subject to application on a case-by-case basis),economic information consultancy,property l

25、ease,real estate agency,and operation of SEG professional electronics markets(the license for the professional market shall be further applied for).Alteration of registration information on September 28,2016:The business scope of the Company is changed to investment in industrial projects(specific i

26、tems to be declared separately);operation and management of electronics markets;online trade;Internet technology development;advertising business;housing leasing;sales of computers,software,auxiliary equipment,and electronic products;cultural and artistic exchange activity planning(excluding perform

27、ances);exhibition activities;investment in and management of childrens industrial chain projects;childrens playground equipment leasing(excluding financial leasing activities);playground management and services(limited to branch management);catering services(limited to branch management);business ma

28、nagement consulting;education consulting;wholesale and retail of pre-packaged food,unpacked food,and dairy products(including infant formula milk powder)(limited to branch management);sales of stationery,craft gifts,toys,childrens clothing,electronic products,handicrafts,and daily necessities;photog

29、raphy services;technical development of new energy;EPC of photovoltaic power generation and building integrated photovoltaic(BIPV)engineering;technical development and services of CdTe film solar cell modules;investment in photovoltaic power plants,contracting of BIPV curtain wall engineering;domest

30、ic trade(excluding franchised goods,proprietary goods,and goods under special control).(Any item subject to approval pursuant to laws can be operated only after approval.)Information services(limited to Internet information services);sales of food;manufacturing and sales of CdTe solar cell modules.C

31、hanges of dominant stockholders(if any)No change.V.Other Relevant Information of the Company The accounting firm employed by the Company:Name of the accounting firm Da Hua Certified Public Accountants(Special General Partnership)Address of the accounting firm Room 1101,11/F,Tower 7,No.16 Block,Xisih

32、uan Road(M),Haidian District,Beijing Name of the certified public accountant signing the audit report Zhang Xing and Zhang Zhaocheng The sponsor firm employed by the Company for fulfilling the duties of continuous supervision in the report period:Applicable Not applicable The financial advisor emplo

33、yed by the Company for fulfilling the duties of continuous supervision in the report period:Full Text of 2016 Annual Report of Shenzhen SEG Co.,Ltd.8 Applicable Not applicable VI.Main Accounting Data and Financial Indexes Are retrospective adjustments made by the Company to previous financial statem

34、ents due to accounting policy changes or accounting errors?Yes No 2016 2015 Year-on-year increase/decrease 2014 Operating income(Yuan)672,384,276.47 741,533,676.93-9.33%681,343,920.99 Net profit attributable to shareholders of the listed company(Yuan)107,560,213.41 74,242,090.49 44.88%48,380,294.05

35、Net profit attributable to shareholders of the listed company after deduction of non-recurring gains and losses(Yuan)29,705,359.63 84,931,560.68-65.02%45,920,252.23 Net cash flow arising from operating activities(Yuan)-120,030,057.68-12,453,523.82 -427,933,620.94 Basic EPS(Yuan/Share)0.1371 0.0946 4

36、4.93%0.0616 Diluted EPS(Yuan/Share)0.1371 0.0946 44.93%0.0616 Weighted average ROE 7.11%5.19%1.92%3.80%End of 2016 End of 2015 Year-on-year increase/decrease End of 2014 Total assets(Yuan)2,548,276,265.32 2,614,660,524.37-2.54%2,659,717,718.28 Net assets attributable to shareholders of the listed co

37、mpany(Yuan)1,548,200,647.55 1,475,126,229.16 4.95%1,298,970,719.85 VII.Differences in Accounting Data under Chinese and Overseas Accounting Standards 1.Differences in net profits and net assets reported in the financial statements disclosed under international accounting standards and Chinese accoun

38、ting standards Applicable Not applicable In the report period,the companys net profits and net assets have no differences in the financial report disclosed based on both the international and the Chinese accounting standards.2.Differences in net profits and net assets reported in the financial state

39、ments disclosed under international accounting standards and Chinese accounting standards Applicable Not applicable In the report period,the companys net profits and net assets have no differences in the financial report disclosed based on both the international and the Chinese accounting standards.

40、VIII.Major Quarterly Financial Indexes Unit:Yuan Quarter 1 Quarter 2 Quarter 3 Quarter 4 Full Text of 2016 Annual Report of Shenzhen SEG Co.,Ltd.9 Operating income 191,126,945.65 171,546,291.20 139,478,273.85 170,232,765.77 Net profit attributable to shareholders of the listed company 17,696,110.04

41、9,160,160.38 15,422,191.47 65,281,751.52 Net profit attributable to shareholders of the listed company after deduction of non-recurring gains and losses 17,623,939.70 11,072,519.77 15,912,414.05-14,903,513.89 Net cash flow from operating activities-30,744,760.42-68,569,267.98 15,886,231.75-36,602,26

42、1.03 Are there any significant differences between the financial indexes or their totals in the preceding table and those described in the disclosed quarterly reports or semi-annual reports?Yes No IX.Items and amount of non-recurring gains and losses:Applicable Not applicable Unit:Yuan Item Amount o

43、f 2016 Amount of 2015 Amount of 2014 Remarks Gains and losses on disposal of non-current assets(including the write-off of assets depreciation reserves)89,459,793.78-257,269.63 6,475.34 Gains on reduction of holding-shares of Huakong SEG,sales of the equity of SEG E-commerce,and disposal of fixed as

44、sets Government subsidies recorded into current gains and losses(except those closely related with corporate business and enjoyed according to national standards or certain quota)9,828,264.76 980,956.24 1,554,585.78 Subsidies for Nantong SEG animation industrial base,2015 special funds for developme

45、nt of the service industry of Wujiang District from Finance Bureau of Wujiang District,Suzhou,special funds for industrial development from Administrative Committee of the Economic Development Zone,2015 Reward for stable and healthy economic development,headquarter operation reward of special funds

46、for industrial development of Enterprise Development Service Center,Futian District,Shenzhen,and support project fund for construction of Nantong SEG Electronics Market Fund appropriation charges for non-financial entities recognized in current profit or loss 3,097,500.00 3,414,955.63 700,000.00 Cor

47、porate restructuring costs,such as staffing expenses and integration costs-1,439,958.00 Employee compensation arising from restructuring of SEG E-commerce Transferred-back impairment provision for accounts receivable,for which separate impairment tests are carried out 469,871.93 Full Text of 2016 An

48、nual Report of Shenzhen SEG Co.,Ltd.10 Item Amount of 2016 Amount of 2015 Amount of 2014 Remarks Trustee fee from entrusted operation 188,679.24 200,000.00 200,000.00 Other non-operating income and expenses except the above-mentioned items-3,068,241.76-13,043,897.59 498,440.96 Losses from litigation

49、 compensation of Nanning SEG Less:Amount of affected income tax 19,072,980.69 2,022,052.01 216,991.94 Amount of influence of minority shareholders equity(after tax)1,138,203.55 432,034.76 282,468.32 Total 77,854,853.78-10,689,470.19 2,460,041.82-An explanation shall be made with regard to the Compan

50、ys considerations for defining non-recurring profit and loss according to the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Non-recurring Profit and Loss and the reason of classifying the non-recurring profit and loss listed in this ann