深圳市深宝实业股份有限公司 2013 年年度报告
深圳市深宝实业股份有限公司
SHENZHEN SHENBAO INDUSTRIAL CO.,LTD
ANNUAL REPORT 2013
March 2014
深圳市深宝实业股份有限公司 2013 年年度报告
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as
the Company) 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 reality, accuracy and
completion of the whole contents.
Chairman of the Company Mr. Zheng Yuxi, General Manager Mr. Yan Zesong,
CFO Ms. Wang Zhiping and Manager of financial management dept. Mr. Xu
Qiming declares that the financial report in this Annual Report is authentic,
accurate and complete.
All Directors are attended the Board Meeting for deliberation of this Report.
The preplan of profit distribution deliberated and approved by the Board was:
taking total stock issue of the Company ended as 31 December 2013 as the radix,
sending RMB 0.00 in cash (tax included) per 10 shares to its all shareholders
with 00 bonus shares (tax included) and additional 2 shares per 10 shares from
capitalizing of capital public reserve.
Concerning the forward-looking statements with future planning involved in the
Report, they do not constitute a substantial commitment for investors, Securities
Times, China Securities Journal, Hong Kong Commercial Daily and Juchao
Website (www.cninfo.com.cn) are the media appointed by the Company for
information disclosure, all information of the Company disclosed in the above
mentioned media should prevail. Investors are advised to exercise caution of
investment risks.
This report has been prepared in Chinese and English version respectively. In
the event of difference in interpretation between the two versions, Chinese
report shall prevail.
深圳市深宝实业股份有限公司 2013 年年度报告
Contents
Section I. Important Notice, Contents and Paraphrase..........................2
Section II Company profile....................................................................... 6
Section III. Accounting data and summary of financial indexes........... 8
Section IV. Report of the Board of Directors.........................................10
Section V. Important Events....................................................................38
Section VI. Changes in Shares and Particulars about Shareholders...50
Section VII. Particulars about Directors, Supervisors and Senior
Executives and Employees.......................................................................56
Section VIII. Corporate governance.......................................................64
Section IX. Internal control.....................................................................70
Section X. Financial Report.....................................................................72
Section XI. Documents available for Reference.................................. 175
深圳市深宝实业股份有限公司 2013 年年度报告
Paraphrase
Items Refers to Contents
Shenshenbao/the Company/Listed
Refers to Shenzhen Shenbao Industrial Co., Ltd
Company
Shenzhen Shenbao Huacheng Science and Technology
Shenbao Huacheng Refers to
Co.,Ltd
Wuyuan Jufangyong Refers to Jufangyong Tea Industry Co., Ltd. in Wuyuan County
Hangzhou Ju Fang Yong Refers to Hangzhou Ju Fang Yong Holding Co., Ltd.
Shenbao Yuxing Refers to Fujian Mount Wuyi Shenbao Yuxing Tea Co., Ltd.
Shen Shenbao Huafa Refers to Zhejiang Shen Shenbao Huafa Tea Co., Ltd.
Technology Center Refers to Shenzhen Shenbao Technology Center Co., Ltd.
Huizhou Shenbao Science & Technology Refers to Huizhou Shenbao Science & Technology Co., Ltd.
Shenzhen Shenbao Sanjing Food & Beverage Development
Shenbao Sanjing Refers to
Co., Ltd
Shenbao Industrial & Trading Refers to Shenzhen Shenbao Industrial & Trading Co., Ltd.
Shenbao Properties Refers to Shenzhen Shenbao Properties Management Co., Ltd.
PepsiCo (China) Refers to PepsiCo Investment (China) Ltd.
Shenzhen PepsiCo Refers to Shenzhen PepsiCo Beverage Co., Ltd
Zhejiang Huafa Refers to Zhejiang Huafa Tea Co., Ltd.
Changzhou Sanjing Refers to Changzhou Sanjing Grease Co., Ltd
Agricultural Products Refers to Shenzhen Agricultural Products Co., Ltd
Shenzhen Investment Holding Refers to Shenzhen Investment Holding Co., Ltd
Tianzhong Investment Refers to Shenzhen Tianzhong Investment Co., Ltd.
Shenzhen Municipal People’s Government State-owned
Shenzhen SASAC Refers to
Assets Supervision & Administration Commission
CBC Refers to Shenzhen China Bicycle Company (Holdings) Limited
CSRC Refers to China Securities Regulation Commission
SSE Refers to Shenzhen Stock Exchange
Dahua CPA Refers to Dahua Certified Public Accountants (LLP)
Article of Association of Shenzhen Shenbao Industrial Co.,
Article of Association Refers to
Ltd
RMB/10 thousand yuan Refers to CNY/ten thousand yuan
深圳市深宝实业股份有限公司 2013 年年度报告
Major risks warning
I. The adverse impact on fast moving consumer goods from political and
economic environment, the industry shows a dramatically down in market
consumption, sales of the Company suffer restriction and pressures.
II. Strategy talent reserve of the Company shall be strengthening. If the
Company in short of well-qualified experts, the talent shortage will comes to the
bottleneck of development restriction probably in the future.
III. with soaring raw & auxiliary materials and labor costs, operation costs are
increased continuously, profit will be squeezed.
IV. The long construction raised fund projects have no benefit generated in a
short term, and has a certain development risks.
深圳市深宝实业股份有限公司 2013 年年度报告
Section II Company profile
I. Company information
SHENSHENBAO-A,
Short form of the stock Stock code 000019, 200019
SHENSHENBAO-B
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
深圳市深宝实业股份有限公司
Chinese)
Short form of the
深宝
Company (in Chinese)
Foreign name of the
SHENZHEN SHENBAO INDUSTRIAL CO.,LTD
Company(if applicable)
Short form of foreign
name of the Company(if SBSY
applicable)
Legal representative Mr. Zheng Yuxi
South, 20F/Tower Building, Education and Technology Mansion, Zhuzilin, Futian
Registrations add.
Zone, Shenzhen
Code for registrations add 518040
South 20/F(23/F in elevator guidance), Education Technology Mansion, No.26 Zizhu
Offices add.
Qi Dao, Zhuzilin Fourth Road, Futian District, Shenzhen
Codes for office add. 518040
Company’s Internet Web
http://www.sbsy.com.cn
Site
E-mail shenbao@sbsy.com.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Li Yiyan Huang Bingxia
23/F, Education Technology 23/F, Education Technology
Mansion, No.26 Zizhu Qi Dao, Mansion, No.26 Zizhu Qi Dao,
Contact add.
Zhuzilin Fourth Road, Futian Zhuzilin Fourth Road, Futian
District, Shenzhen District, Shenzhen
Tel. 0755-82027522 0755-82027522
Fax. 0755-82027522 0755-82027522
深圳市深宝实业股份有限公司 2013 年年度报告
E-mail lyy@sbsy.com.cn huangbx@sbsy.com.cn
III. Information disclosure and preparation place
Securities Times; China Securities Journal and Hong Kong
Newspaper appointed for information disclosure
Commercial Daily
Website for annual report publish appointed by
http://www.cninfo.com.cn
CSRC
Preparation place for annual report Office of the Board of Directors
IV. Registration changes of the Company
Registration No.
Place for No. of taxation Organization
Date for registration for enterprise legal
registration registration code
license
Initial
1981-07-30 Shenzhen 192180754-4 440301192180754 19218075-4
registration
Registration at
end of report 2013-05-21 Shenzhen 440301103223954 440301192180754 19218075-4
period
Changes of main business since listing
No changes
(if applicable)
On 10 September 1999, Shenzhen Investment Management Co., Ltd.
entered into the “Equity Transfer Agreement of Shenzhen Shenbao
Industrial Co., Ltd.” with Agricultural Products for 58,347,695 shares of
Previous changes for controlling the Company (35% in total shares of the Company) transfer to
shareholders (if applicable) Agricultural Products with price of RMB 1.95 per share. Agricultural
Products comes to the first majority shareholder of the Company after
transfer and procedures for the above equity transfer has completed in
June of 2003.
V. Other relevant information
CPA engaged by the Company
Name of CPA Dahua Certified Public Accountants (LLP)
Offices add. for CPA 11/F, Block B, Union Square, No. 5022, Binhe Blv, Futian District, Shenzhen
Signing Accountants Gong Chenyan, Liu Yaohui
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting
period
□Applicable √ Not applicable
深圳市深宝实业股份有限公司 2013 年年度报告
Section III. Accounting data and summary of financial
indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy
changed and accounting error correction or not
□Yes √ No
Changes over last
2013 2012
year (%)
Operating income (RMB) 438,318,662.25 310,790,324.70 41.03% 318,230,243.67
Net profit attributable to
shareholders of the listed 43,662,208.27 74,529,471.28 -41.42% 6,980,233.57
company(RMB)
Net profit attributable to
shareholders of the listed
company after deducting -32,398,173.16 -33,778,384.16 4.09% -13,338,969.53
non-recurring gains and
losses(RMB)
Net cash flow arising from
-11,917,839.62 -48,434,558.23 75.39% -18,790,209.92
operating activities(RMB)
Basic earnings per share
0.174 0.297 -41.41% 0.032
(RMB/Share)
Diluted earnings per share
0.174 0.297 -41.41% 0.032
(RMB/Share)
Weighted average ROE (%) 4.52% 8.04% -3.52% 1.15%
Changes over end
End of 2013 End of 2012 End of 2011
of last year (%)
Total assets (RMB) 1,336,638,587.42 1,222,994,595.75 9.29% 1,061,964,234.64
Net assets attributable to
shareholder of listed company
(Owners’ equity attributable 960,517,069.55 964,216,674.18 -0.38% 889,876,512.59
to shareholder of listed
company ) (RMB)
深圳市深宝实业股份有限公司 2013 年年度报告
II. Difference of the accounting data under accounting rules in and out of China
Difference of the net profit and net assets attributable to shareholders of parent company disclosed in
financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally
Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of Net assets attributable to shareholders of
listed company listed company
Amount in this Amount at Amount at
Amount in last period
period period-end period-begin
Chinese GAAP 43,662,208.27 74,529,471.28 960,517,069.55 964,216,674.18
Items and amount adjusted by IAS
1. Adjustment for
amortization of equity 1,016,958.04
investment differences
2. Adjustment for cost of
transfer of equity of 254,239.51 381,359.27 -762,718.54
Shenzhen Pepsi
3.Adjustment for other
payable fund of stock 1,067,000.00 1,067,000.00
market regulation
IAS 43,916,447.78 74,910,830.55 961,584,069.55 965,537,913.68
III. Items and amounts of extraordinary profit (gains)/loss
In RMB
Item Amount in 2013 Amount in 2012 Amount in 2011
Gains/losses from the disposal of non-current
asset (including the write-off that accrued for 68,194,019.57 103,325,804.23 -10,632.50
impairment of assets)
Governmental subsidy reckoned into current
gains/losses (not including the subsidy enjoyed
in quota or ration according to national 8,578,084.78 3,250,145.75 1,800,048.00
standards, which are closely relevant to
enterprise’s business)
Gains and losses from change of fair values of
held-for-transaction financial assets and
financial liabilities except for the effective
hedge business related to normal business of 73,048.00 2,416,674.15 1,971,899.34
the Company, and investment income from
disposal of transactional financial assets and
liabilities and financial assets available for sale
Switch-back of impairment of account
receivable that practice impairment test 70,619.95
independent
深圳市深宝实业股份有限公司 2013 年年度报告
Other non-operating income and expenditure
11,482,996.33 -197,762.37 16,896,972.61
except for the aforementioned items
Less: impact on income tax 12,268,048.40 486,348.75 409,704.30
Impact on minority shareholders’ equity
-281.15 657.57
(post-tax)
Total 76,060,381.43 108,307,855.44 20,319,203.10
Section IV. Report of the Board of Directors
I. Introduction
In 2013, affected by various factors such as the slow global economic recovery, the domestic policy and the
economic environment, the consumer industries grow slowly, and the competition in the food and beverage
industry is particularly fierce. Facing the dual pressure of not only severe and complicated external situation but
also the their own transformation and development, the Company keeps up with the market trends, timely adjusts
the strategies, strengthens the research and development in order to meet the market demand with research &
development products, actively expands the main business, especially devotes greater efforts to the Specialty Tea
business development, which generates the brand effect in the end markets. Meanwhile, the Company continues to
increase the marketing efforts, and stabilizes the market shares of deep-processing products in the major clients. In
213, the Company pushes forward the implementation of the funds raising project as planned, endeavors to
complete the sustainable construction of tea industry chain, provides powerful supports so as to gradually expand
the market shares; the Company positively promotes the remuneration and performance reformation, establishes a
diversified motivat
