CSG HOLDING CO., LTD.
ANNUAL REPORT 2013
Chairman of the Board:
ZENG NAN
March 2014
CSG Annual Report 2013
Section I Important Notice, Contents and Paraphrase
Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred
to as the Company) and its 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 reality, accuracy and completion of
the whole contents.
Mr. Zeng Nan, Chairman of the Board & CEO of the Company, CFO Mr. Luo Youming and
principle of the financial department Mr. Zhang Guoming confirm that the Financial Report
enclosed in this 2013 Annual Report is true and complete.
All the directors are present the meeting of the Board for deliberating the annual report of the
Company in person.
The deliberated and approved profit distribution plan in the Board Meeting is: taking total shares of
31 December 2013 as the radix, sending cash dividends of RMB 3.0 (tax included) per 10 shares to
its all shareholders, neither bonus shares being sent, no converting capital reserve into share capital.
Regarding to the forward-looking statements with future planning involved in the Report, they do
not constitute a substantial commitment for investors. Investors are advised to exercise caution of
investment risks.
This report is prepared both in Chinese and English. Should there be any inconsistency between the
Chinese and English versions, the Chinese version shall prevail.
CSG Annual Report 2013
Content
Section I Important Notice, Contents and Paraphrase ......................................................................................1
Section II Company profile ...................................................................................................................................5
Section III Accounting data and summary of financial indexes ........................................................................7
Section IV Report of the Board of Directors .......................................................................................................9
Section V Important Events ................................................................................................................................29
Section VI. Changes in Shares and Particulars about Shareholders ..............................................................37
Section VII. Particulars about Directors, Supervisors and Senior Executives and Employees ....................42
Section VIII. Corporate Governance ....................................................................................................................49
Section IX. Internal control ...................................................................................................................................55
Section X. Financial Report ...................................................................................................................................57
Section XI. Documents available for Reference .................................................................................................163
CSG Annual Report 2013
Paraphrase
Items Refers to Contents
Company, the Company, SG or the Group Refers to CSG Holding Co., Ltd.
Shenzhen CSG Display Shenzhen CSG Display Technology Co., Ltd.
Ultra-thin electronic glass Refers to The electronic glass with thickness between 0.1~1.1mm
Plating a transparent conductive oxide in face of plate glass with
TCO glass Refers to
physical or chemical coating way
A technology to forming ITO conducting film and sensor
OGS products Refers to
directly on cover glass
TP-Sensor Refers to Capacitive touch panel
CSG Annual Report 2013
Major risk warning
Existing policy risk, market risk and exchange rate risk have been
well-described in this report, please found details of risks and countermeasures
of future development described in Section IV Report of the Board of Directors.
CSG Annual Report 2013
Section II Company profile
I. Company information
Code for A-share 000012 Code for B-share
Short form for A-share Southern Glass A Short form for B-share Southern Glass B
Listing stock exchange Shenzhen Stock Exchange
Legal Chinese 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 Zeng Nan
Registered Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C.
Post Code
Office Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C.
Post Code
Internet website www.csgholding.com
E-mail securities@csgholding.com
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Zhou Hong Li Tao
CSG Building, No.1 of the 6th Industrial CSG Building, No.1 of the 6th Industrial
Contacts add.
Road, Shekou, Shenzhen, P. R.C. Road, Shekou, Shenzhen, P. R.C.
Tel. (86)755-26860666 (86)755-26860666
Fax. (86)755-26860641 (86)755-26860641
E-mail securities@csgholding.com securities@csgholding.com
III. Information disclosure and preparation place
Newspapers for information disclosure China Securities Journal, Securities Times and Hong Kong Comercial Daily
Website assigned by CSRC to release the annual
www.cninfo.com.cn
report
The place for preparation of the annual report Department of Securities Affairs
CSG Annual Report 2013
IV. Registration changes of the Company
Registration NO. for
Date for No. of taxation Organization
Place for registration enterprise legal
registration registration code
license
Shenzhen Municipal Administration
Initial registration 1984-09-10 440301501125544 440300618838577 61883857-7
of Industry & Commerce
Registration at end Shenzhen Municipal Administration
2013-06-20 440301501125544 440300618838577 61883857-7
of report period of Industry & Commerce
Changes of main business since
No changes
listing (if applicable)
Previous changes for controlling
No changes
shareholders (if applicable)
V. Other relevant information
CPA engaged by the Company
Name of CPA PricewaterhouseCoopers Zhong Tian LLP
Offices add. for CPA 11/F, Pricewaterhouse Coopers Center., 202 HuBin Road. Shanghai, P.R.C.
Signing Accountants Yao Wenping, Liu Jingping
Sponsor institute 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
CSG Annual Report 2013
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) 7,733,796,114 6,994,358,029 10.57% 8,270,731,730
Net profit attributable to shareholders of the listed
1,535,929,739 274,746,219 459.04% 1,178,229,197
company(RMB)
Net profit attributable to shareholders of the listed
company after deducting non-recurring gains and 605,966,975 116,098,805 421.94% 1,067,580,683
losses(RMB)
Net cash flow arising from operating activities(RMB) 1,698,867,535 1,725,795,529 -1.56% 1,688,530,164
Basic earnings per share (RMB/Share) 0.74 0.13 469.23% 0.57
Diluted earnings per share (RMB/Share) 0.74 0.13 469.23% 0.57
Return on Equity (%) 20.52% 4.04% 16.48% 17.94%
Changes over end
End of 2013 End of 2011 End of 2010
of last year (%)
Total assets (RMB) 15,078,866,777 14,335,809,746 5.18% 15,281,391,077
Net assets attributable to shareholder of listed
company (Owners’ equity attributable to shareholder 8,047,894,139 6,816,210,753 18.07% 6,911,117,984
of listed company ) (RMB)
II. Items and amounts of extraordinary profit (gains)/loss
Unit: RMB
Item Amount in 2013 Amount in 2012 Amount in 2011 Note
Gains/losses from the disposal of non-current asset (including the
-136,459,236 7,202,099 -1,940,045 --
write-off that accrued for impairment of assets)
Governmental subsidy reckoned into current gains/losses (not
including the subsidy enjoyed in quota or ration according to
115,138,161 89,424,440 120,129,140 --
national standards, which are closely relevant to enterprise’s
business)
Gains on disposal of available-for-sale financial assets, gains and
losses from change of fair values of held-for-transaction financial
432,000 360,000 0 --
assets and financial liabilities except for the effective hedge
business related to normal business of the Company, and
CSG Annual Report 2013
investment income from disposal of transactional financial assets
and liabilities and financial assets available for sale
Other non-operating income and expenditure except for the
85,892,326 15,477,992 18,215,816 --
aforementioned items
Other gains/losses satisfied definition of extraordinary profit
926,639,137 71,306,374 4,392,843 --
(gains)/loss
Less: Impact on income tax 48,004,628 18,202,387 21,048,058 --
Impact on minority shareholders’ equity (post-tax) 13,674,996 6,921,104 9,101,182 --
Total 929,962,764 158,647,414 110,648,514 --
Explain reasons for the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for
Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss
according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss,
√Applicable □ Not applicable
Item Amount involved (RMB) Reasons
Other gains/losses satisfied It was mainly due to the Company sold 19% equity of Shenzhen CSG
definition of extraordinary 926,639,137 Display Technology Co., Ltd, and the fair value of remaining equity
profit (gains)/loss increased.
CSG Annual Report 2013
Section IV Report of the Board of Directors
I. Introduction
In 2013, the world economy still suffered a slow growth, the developed economies and emerging economies confronted with varying
dilemma in way of development and trade protectionism in all forms rose obviously. The Chinese economy not only encountered
challenges of insufficient demand from overseas market, frequent trade friction, imported inflation pressure and impact of hot money,
but also confronted with multi-pressures from real estate control, economic restructuring as well as over capacity in majority of the
industries. It is still a rough way for domestic real economy to revive in front of so many unfavorable factors. With a up and down
state of the economic environment, the Company made full use of its own advantages, respond actively to the adverse impact from
market environment under the right leadership of the Board, hard work from the management as well as associated efforts of the
whole personnel. The Company continues to optimize mechanism of R&D innovation, construct R&D system and ability, increase
input for R&D, further deepen differentiation management strategy with technological innovation and management innovation,
consolidate the foundation of delicacy management. Totally 84 patent applications were submitted by the Company in 2013, and new
60 patent applications were granted. Currently, the Company owes 195 authorized patents in total, 44 invention patents included,
which account for 22.6%. In 2013, CSG implemented revenue of RMB 7.734 billion with a year-on-year growth of 10.57%, net
profit attributable to equity holders of the Company of RMB 1.536 billion with a year-on-year growth of 459%.
II. Main business analysis
1. Introduction
Unit: RMB
Range of
Items 2013 2012 Reasons and Analysis
Change
Revenue increased mainly because the sales and sale price
Revenue 7,733,796,114 6,994,358,029 10.57% of part of the products were higher than the same period of
last year due to the economic situation improved
Operating cost 5,501,300,657 5,355,802,923 2.72% --
Selling and distribution Increase of selling and distribution expenses mainly due to
267,394,775 234,821,552 13.87%
expenses the increase of the sales.
General and administrative expenses increased mainly
General and
671,321,260 526,909,538 27.41% because the management performance bonus was accrued
administrative expenses
in this year.
Including: R&D Increased of R&D expenditure was mainly due to more
179,879,478 148,329,637 21.27%
expenditure investment in R&D in this year.
Financial expenses 238,321,702 248,920,054 -4.26% --
Net cash flow from
1,698,867,535 1,725,795,529 -1.56% --
operating activities
Net cash flows from
-1,052,078,756 -1,173,000,884 -10.31% Net cash flows from investing activities declined mainly
inves
