深赛格B：2017年年度报告（英文版）.PDF

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1、Full Text of 2017 Annual Report of Shenzhen SEG Co.,Ltd 1 Shenzhen SEG Co.,Ltd.2017 Annual Report 2018-028 April 2018 Full Text of 2017 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 superv

2、isors,and the senior executives guarantee that the annual 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 Chen Huijie,the Chief Financi

3、al Officer Liu Zhijun and the responsible person of the accounting institution(Accountant in charge)Ying Huadong hereby declare that the Financial Statements enclosed in this annual report are true,accurate and complete.All directors other than the following directors have attended this board meetin

4、g and reviewed the annual report.Name of director not present Position of director not present Reason for absence Name of proxy Yu Qian Director For work Chen Huijie Li Luoli Independent director For work Fan Zhiqing Song Pingping Independent director For work Fan Zhiqing The future plans,developmen

5、t strategies and other forward-looking statements mentioned in the annual report do not constitute substantial commitments to investors of the Company.Investors are advised to pay attention to investment risks.According to the profit distribution plan deliberated and adopted by the meeting of the Bo

6、ard of Directors,based on 1,235,656,249 share capital,the Company will distribute cash dividend of RMB 0.55(tax included)for every 10 shares and 0 bonus share(tax included)to all shareholders,and will not transfer reserves into share capital.Full Text of 2017 Annual Report of Shenzhen SEG Co.,Ltd.3

7、CONTENTS Chapter 1 Important Notice,Contents,and Definitions.2 Chapter 2 Company Profile and Main Financial Indexes.6 Chapter 3 Overview of Business.11 Chapter 4 Management Discussion and Analysis.14 Chapter 5 Important Matters.46 Chapter 6 Changes in Share Capital and Information on Shareholders.11

8、7 Chapter 7 Preferred Shares.124 Chapter 8 Information on Directors,Supervisors,Senior Executives and Employees 126 Chapter 9 Corporate Governance.138 Chapter 10 Corporate Bonds.153 Chapter 11 Financial Report.154 Chapter 12 Documents Available for Reference.154 Full Text of 2017 Annual Report of Sh

9、enzhen SEG Co.,Ltd.4 Definitions 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.Longgang SEG Refers to Shenzhen SEG Electronics Market Management Co.,Ltd.Suzhou SEG R

10、efers to Suzhou SEG Electronics Market Management Co.,Ltd.Suzhou SEG Digital Refers to Suzhou SEG Digital Plaza Management Co.,Ltd.Nanjing SEG Refers to Shenzhen SEG Nanjing Electronics Market Management Co.,Ltd.Xian SEG Refers to Xian SEG Electronics Market Co.,Ltd.Xian Hairong SEG Refers to Xian H

11、airong SEG Electronics Market Co.,Ltd.Changsha SEG Refers to Changsha SEG Development Co.,Ltd.Wujiang SEG Refers to Wujiang SEG Market Management Co.,Ltd.Wuxi SEG Refers to Wuxi SEG Electronics Market Co.,Ltd.Shunde SEG Refers to Shunde SEG Electronics Market Management Co.,Ltd.Nanning SEG Refers to

12、 Nanning SEG Digital Plaza Management Co.,Ltd.Shanghai SEG Refers to Shanghai SEG Electronics Market Co.,Ltd.SEG Baohua Refers to Shenzhen SEG Baohua Enterprise Development Co.,Ltd.SEG Industrial Refers to Shenzhen SEG Industrial Investment Co.,Ltd.SEG Credit Refers to Shenzhen SEG Credit Co.,Ltd.Na

13、ntong SEG Refers to Nantong SEG Times Plaza Management Co.,Ltd.Nantong SEG Operation Refers to Nantong SEG Commercial Operation Management Co.,Ltd.SEG Intelligent Refers to Suzhou SEG Intelligent Technology Co.,Ltd.SEG Investment Refers to Shenzhen SEG Investment Management Co.,Ltd.Longyan Applicati

14、on Refers to Shenzhen SEG Longyan New Energy Application and Development Co.,Ltd.SEG Longyan Technology Refers to Shenzhen SEG Longyan Energy Technology Co.,Ltd.Hangzhou SEG Longyan Refers to Hangzhou SEG Longyan Energy Technology Co.,Ltd.SEG Lianzhong Refers to Shenzhen SEG Lianzhong Internet Techn

15、ology Co.,Ltd.SEG Zhongtong Refers to Shenzhen SEG Zhongtong Technology Co.,Ltd.SEG Real Estate Investment Refers to Shenzhen SEG Real Estate Investment Co.,Ltd.Full Text of 2017 Annual Report of Shenzhen SEG Co.,Ltd.5 Definition Refers to Description SEG Property Development Refers to Shenzhen SEG

16、Property Development Co.,Ltd.SEG Recreation Refers to Shenzhen SEG Recreation Enterprise Development Co.,Ltd.SegMaker Refers to Shenzhen SegMaker Co.,Ltd.SEG Property Management Refers to Shenzhen SEG Property Management Co.,Ltd.SEG New Urban Refers to Shenzhen SEG New Urban Construction Development

17、 Co.,Ltd.SEG Yicheng Refers to Shenzhen SEG Yicheng Science and Technology Co.,Ltd.Target companies Refers to SEG Real Estate,SEG Property Development,SEG Recreation and SegMaker that major assets are injected into Xian SEG Kanghong Refers to Xian SEG Kanghong Real Estate Co.,Ltd.Huizhou Stars Refer

18、s to Huizhou Stars Real Estate Development Co.,Ltd.Beijing SEG Refers to Beijing SEG Property Development Co.,Ltd.SEG Wisdom Refers to SEG Wisdom Sports and Culture Development Co.,Ltd.Mellow Orange Hotel Refers to Shenzhen Mellow Orange Business Hotel Management Co.,Ltd Maker Hotel Refers to SEG Ma

19、ker Hotel Management Co.,Ltd.Huakong SEG Refers to Shenzhen Huakong SEG Co.,Ltd.SEG Navigations Refers to Shenzhen SEG GPS Scientific Navigations Co.,Ltd.CEEC Refers to China International Consumer Electronics Exhibition/Exchange Center Longyan Energy Technology Refers to Longyan Energy Technology(H

20、angzhou)Co.,Ltd.Wangyu Technology Refers to Shanghai Wangyu Information Technology Co.,Ltd.Zhonghai SEG Intelligent Parking Refers to Shenzhen Zhonghai SEG Intelligent Parking Development Co.,Ltd.Tencent Refers to Shenzhen Tencent Computer System Co.,Ltd.Fujian Babycat Refers to Fujian Babycat Anima

21、tion Technology Co.,Ltd.Zhuhai Zhongtong Refers to Zhuhai Zhongtong Lexing Network Technology Co.,Ltd.Allied eSports Refers to Tianjin Allied eSports Internet Technology Co.,Ltd.Shenzhen SASAC Refers to State-owned Assets Supervision and Administration Commission of Shenzhen Municipality CSRC Refers

22、 to China Securities Regulatory Commission Shenzhen Securities Regulatory Bureau Refers to Shenzhen Securities Regulatory Bureau of China Securities Regulatory Commission Articles of Association Refers to Articles of Association of Shenzhen SEG Co.,Ltd.Unless otherwise specified,the amount referred

23、to in the report Refers to Amount in RMB Reporting period Refers to From January 1,2017 to December 31,2017 Full Text of 2017 Annual Report of Shenzhen SEG Co.,Ltd.6 Chapter 2 Company Profile and Main Financial Indexes I.Basic Information Stock abbreviation SHEN SEG,SHEN SEG B Stock code 000058,2000

24、58 Changed stock abbreviation(if any)None Listed on Shenzhen Stock Exchange Company name in Chinese Shenzhen SEG Co.,Ltd.Company name in Chinese SHEN SEG Company name in English(if any)SHENZHEN SEG CO.,LTD.Company name abbreviations in English(if any)None Legal representative Chen Huijie Registered

25、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 Directors Securities affairs represent

26、ative Name Peng Aiyun Contact address 31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen Phone 0755-83747939 Fax 0755-83975237 E-mail III.Information Disclosure and Filing Site Media selected by the Company for information disclosure China Securities Journal,Securities Times,Securiti

27、es Daily and Hong Kong Commercial Daily Website selected by CSRC for publishing the annual report http:/(Cninfo Website)The place where the annual report is prepared and kept Secretarys Office of Board of Directors,31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen IV.Changes in Regi

28、stration Information Organization code 91440300279253776E Changes in main business since the Companys listing(if any)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 spe

29、cific projects shall be subject to application on a case-by-case basis),economic information consultancy,property lease,real estate agency,and operation of SEG electronics markets(the license for the professional market shall be further applied for).Alteration of registration information on Septembe

30、r 28,2016:The business scope of Full Text of 2017 Annual Report of Shenzhen SEG Co.,Ltd.7 the Company is changed to investment in industrial projects(specific items to be declared separately);operation and management of electronics markets;online trade;Internet technology development;advertising bus

31、iness;housing leasing;sales of computers,software,auxiliary equipment,and electronic products;cultural and artistic exchange activity planning(excluding performances);exhibition activities;investment in and management of childrens industrial chain projects;childrens playground equipment leasing(excl

32、uding financial leasing activities);playground management and services(limited to branch management);catering services(limited to branch management);business management consulting;education consulting;wholesale and retail of pre-packaged food,unpacked food,and dairy products(including infant formula

33、 milk powder)(limited to branch management);sales of stationery,craft gifts,toys,childrens clothing,electronic products,handicrafts,and daily necessities;photography services;technical development of new energy;EPC of photovoltaic power generation and building integrated photovoltaic(BIPV)engineerin

34、g;technical development and services of CdTe film solar cell modules;investment in photovoltaic power plants,contracting of BIPV curtain wall engineering;domestic trade(excluding franchised goods,proprietary goods,and goods under special control).(Any item subject to approval pursuant to laws can be

35、 operated only after approval.)Information services(limited to Internet information services);sales of food;manufacturing and sales of CdTe solar cell modules.Changes in dominant stockholders(if any)None V.Other Relevant Information of the Company The accounting firm employed by the Company:Name of

36、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,Xisihuan Road(M),Haidian District,Beijing Name of the certified public accountant Zhang Zhaocheng and Liu Guoping The sponsor firm employed by the Com

37、pany for fulfilling the duties of continuous supervision in the reporting period:Applicable Not applicable The financial advisor employed by the Company for fulfilling the duties of continuous supervision in the reporting period:Applicable Not applicable Name of financial advisor Office address of f

38、inancial advisor Name of handler Continuous supervision period China Merchants Securities Co.,Ltd.38-45F,Jiangsu Building,Yitian Road,Futian District,Shenzhen Wang Xinlei,Luo Li(changed in April 2018)From March 2017 to December 2018 VI.Main Accounting Data and Financial Indexes Are retrospective adj

39、ustments made to previous financial statements?Yes No Reason for retrospective adjustments or restatement According to the Approval on Shenzhen SEG Co.,Ltd.s Issuing Shares to Shenzhen SEG Group Co.,Ltd.to Acquire Assets and Raise Supporting Funds(Z.J.X.K.2017 No.21)issued by China Securities Regula

40、tory Commission(CSRC),the Company issued 450,857,239 shares to the controlling shareholder SEG Group to acquire assets of four target companies.Such share issuance for asset acquisition is business combination under common control.According to the Accounting Standards for Enterprises No.20 Business

41、Combination,the opening balance in the balance sheet statement and the amount incurred in the same period last year are subject to retrospective adjustment.2017 2016 Year-on-year increase/decrease 2015 Full Text of 2017 Annual Report of Shenzhen SEG Co.,Ltd.8 Before adjustment After adjustment After

42、 adjustment Before adjustment After adjustment Operating income(Yuan)1,981,307,558.23 672,384,276.47 1,371,044,982.11 44.51%741,533,676.93 1,812,676,979.61 Net profit attributable to shareholders of the listed company(Yuan)219,553,261.10 107,560,213.41 246,062,783.31-10.77%74,242,090.49 176,302,276.

43、77 Net profit attributable to shareholders of the listed company after deduction of non-recurring profit and loss(Yuan)148,677,556.32 29,705,359.63 22,248,698.59 568.25%84,931,560.68 67,551,197.92 Net cash flow arising from operating activities(Yuan)507,386,549.21 -120,030,057.68 443,535,540.78 14.4

44、0%-12,453,523.82-204,641,269.58 Basic EPS(Yuan/Share)0.1777 0.1371 0.1991 -10.76%0.0946 0.1427 Diluted EPS(Yuan/Share)0.1777 0.1371 0.1991 -10.76%0.0946 0.1427 Weighted average ROE 11.96%7.11%11.15%0.81%5.19%8.24%End of 2017 End of 2016 Year-on-year increase/decrease End of 2015 Before adjustment Af

45、ter adjustment After adjustment Before adjustment After adjustment Total assets(Yuan)6,992,590,420.75 2,548,276,265.32 6,923,273,093.64 1.00%2,614,660,524.37 5,980,165,401.09 Net assets attributable to shareholders of the listed company(Yuan)1,917,228,370.15 1,548,200,647.55 2,412,301,070.04 -20.52%

46、1,475,126,229.16 2,129,168,599.26 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 accounting standards Applicable Not app

47、licable In the reporting 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 statements disclosed under internat

48、ional accounting standards and Chinese accounting standards Applicable Not applicable In the reporting 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.3.Reason for differences in

49、 accounting data under international accounting standards and Chinese accounting standards Applicable Not applicable VIII.Major quarterly financial indexes Unit:Yuan Quarter 1 Quarter 2 Quarter 3 Quarter 4 Operating income 264,775,121.17 1,124,185,810.84 264,775,121.17 1,124,185,810.84 Net profit at

50、tributable to shareholders of the 31,609,057.25 18,399,728.17 19,184,279.34 150,360,196.34 Full Text of 2017 Annual Report of Shenzhen SEG Co.,Ltd.9 listed company Net profit attributable to shareholders of the listed company after deduction of non-recurring profit and loss 30,418,650.93 360,232.34