Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
Shenzhen SEG Co., Ltd.
2014 Annual Report
March 2015
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
Chapter 1 Important Notice, Contents, and Definitions
The Board of Directors, Board of Supervisors, directors, supervisors and senior
executives guarantee that this 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 and several legal liabilities.
All the directors except the one(s) mentioned below have attended the board meeting
reviewing the annual report.
Post of director not
Name of director not attending Cause of not attending
attending the meeting Name of the entrustee
the meeting personally the meeting personally
personally
Li Luoli Independent director Travel for business Zhou Hanjun
Shenzhen SEG Co., Ltd. plans not to distribute cash dividends and bonus shares or
convert reserved funds into share capital.
Chairman of the Board Wang Li, the Person in charge of accounting 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.
The forward-looking statements including future plans, development strategies and so
on involved in the annual report do not constitute substantial commitment to
investors. So, investors should pay attention to investment risks.
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
CONTENTS
2014 Annual Report ................................................................................................................................................. 1
Chapter 1 Important Notice, Contents, and Definitions ...................................................................................... 2
Chapter 2 Company Profile .................................................................................................................................... 6
Chapter 3 Summary of Accounting Data and Financial Indexes ........................................................................ 9
Chapter 4 Report of the Board of Directors ........................................................................................................ 12
Chapter 5 Important Matters ............................................................................................................................... 47
Chapter 6 Changes in Share Capital and Information on Shareholders .......................................................... 57
Chapter 7 Preferred Stock Description ............................................................................................................... 63
Chapter 8 Information on Directors, Supervisors, Senior Executives and Employees ................................... 63
Chapter 9 Corporate Governance ........................................................................................................................ 75
Chapter 10 Internal Control ................................................................................................................................. 89
Chapter 11 Financial Statements ........................................................................................................................ 92
Chapter 12 Documents Available for Reference ............................................................................................... 196
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
Definitions
Definition Refers to Description
This Company, the Company 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 Co., Ltd.
Xi''an SEG Refers to Xi''an SEG Electronics Market Co., Ltd.
Suzhou SEG Refers to Suzhou SEG Electronics Market Co., Ltd.
Xi''an Hairong SEG Refers to Xi''an Hairong SEG Electronics Market Co., Ltd.
Nanjing SEG Refers to Shenzhen SEG Electronics Market Management Co., Ltd.
Shanghai SEG Electronics Market Operation Management Co.,
Shanghai SEG Refers to
Ltd.
Nantong SEG Refers to Nantong SEG Times Square Management Co., Ltd.
Changsha SEG Refers to Changsha SEG Development Co., Ltd.
Shenzhen Mellow Orange Business Hotel Management Co.,
Mellow Orange Hotel Refers to
Ltd.
Longgang SEG Refers to Shenzhen 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.
Wujiang SEG Refers to Wujiang SEG Electronics Market Management Co., Ltd.
Shunde SEG Refers to Fushan 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.
Yantai SEG Refers to Yantai SEG Times Square Development Co., Ltd.
Suzhou SEG Digital Refers to Suzhou SEG Digital Life Plaza Management Co., Ltd.
Zhengzhou SEG Refers to Zhengzhou SEG Digital Plaza Management Co., Ltd.
Xi''an Fengdong New Town SEG Times Square Properties Co.,
Xi''an Fengdong SEG Refers to
Ltd.
Nantong SEG Operation
Refers to Nantong SEG Commercial Operation Management Co., Ltd.
Company
SEG Logistics Refers to Shenzhen SEG Logistics Co., Ltd.
An integrated information platform for market management
SEG Universal Refers to
with the functions of access control management,
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
Definition Refers to Description
micro-payment, query system and information distribution and
so on.
State-owned Assets Supervision and Administration
Shenzhen SASAC Refers to
Commission of Shenzhen Municipality
CSRC Refers to China Securities Regulatory Commission
Shenzhen Securities Regulatory Shenzhen Securities Regulatory Bureau of China Securities
Refers to
Bureau Regulatory Commission
The Articles of Association Refers to The Articles of Association of Shenzhen SEG Co., Ltd.
Unless otherwise specified, the
Refers to Amount in RMB
amount referred to in the report
Prompts for Major Risks
The forward-looking statements including the future plans, development strategies and so on involved in
the annual report do not constitute substantial commitment to investors. So, investors should pay attention
to investment risks.
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
Chapter 2 Company Profile
I. Basic Information
Stock abbreviation SHEN SEG, SHEN SEG B Stock code 000058, 200058
Changed stock
None
abbreviation (if any)
Listed on Shenzhen Stock Exchange
Company name in
深圳赛格股份有限公司
Chinese
Abbreviated Company
深赛格
name in Chinese
Company name in
SHENZHEN SEG CO., LTD.
English (if any)
Abbreviated Company
None
name in English (if any)
Registered address 31/F, Tower A, Qunxing Plaza, Huaqiang Road (N), Futian District, Shenzhen
Post code
Office address 31/F, Tower A, Qunxing Plaza, Huaqiang Road (N), Futian District, Shenzhen
Post code
Website http://www.segcl.com.cn
E-mail segcl@segcl.com.cn
II. Contact Information
Secretary of the Board of Directors Securities affairs representative
Name Zheng Dan Zhang Xin
31/F, Tower A, Qunxing Plaza, Huaqiang 31/F, Tower A, Qunxing Plaza,Huaqiang
Contact address
Road (N), Futian District, Shenzhen Road (N), Futian District, Shenzhen
Phone 0755-83747939 0755-83747939
Fax 0755-83975237 0755-83975237
E-mail segcl@segcl.com.cn segcl@segcl.com.cn
III. Information Disclosure and Filing Site
Newspaper selected by the Company for China Securities Journal, Securities Times, Securities Daily and
information disclosure Hong Kong Commercial Daily
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
Website selected by CSRC for publishing the
http://www.cninfo.com.cn (Cninfo Website)
annual report
The place where the annual report is prepared Secretary''s Office of Board of Directors, 31/F, Tower A, Qunxing
and kept Plaza, Huaqiang Road (N), Futian District, Shenzhen
IV. Changes of Registration Information
Registered number
Organizing
Registration of the corporation Tax registration
Registered address institution
date legal person''s No.
code
business license
16/F, Baohua
Technology Building,
First
July 16, 1996 Huaqiang Road (N), 440301103573251 440301279253776 27925377-6
registration
Futian District,
Shenzhen
31/F, Tower A,
Registration
Qunxing Plaza,
at the end
April 1, 2014 Huaqiang Road (N), 440301103573251 440300279253776 27925377-6
of reporting
Futian District,
period
Shenzhen
Changes to business scope on July 6, 2005: Domestic commerce, goods supply
and sale (excluding commodities under special operation, control and sale),
Changes of main business
industrial investment (licenses for specific projects shall be subject to application
since the Company''s listing
on a case-by-case basis), economic information consultancy, property lease, real
(if any)
estate agency, and operation of SEG special electronics markets (the license for the
special market shall be specially applied for).
Changes of controlling
No change.
shareholders (if any)
V. Other Relevant Information of the Company
The accounting firm employed by the Company:
Name of the accounting firm BDO Dahua CPA Co., Ltd. (special general partnership)
Address of the accounting
Room 1101, 11/F, Tower 7, No. 16 Xisihuan Road (M), Haidian District, Beijing
firm
Name of the certified public
Yang Xi Xin Junliang
accountant
The sponsor firm employed by the Company for fulfilling the duties of continuous supervision in the reporting
period:
□ Applicable √ Not applicable
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
The financial advisor employed by the Company for fulfilling the duties of continuous supervision in the reporting
period:
□ Applicable √ Not applicable
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
Chapter 3 Summary of Accounting Data and Financial Indexes
I. Major Accounting Data and Financial Indexes
Are retrospective adjustments made to previous financial statements due to accounting policy changes or
accounting errors?
□ Yes √ No
2013 2013 Year-on-year 2012 (retroactive
2014 increase/decrease adjustment not
Before adjustment After adjustment (%) involved)
Operating revenue
681,343,920.99 597,358,257.82 597,358,257.82 14.06% 463,807,500.77
(Yuan)
Net profit
attributable to
shareholders of the 48,380,294.05 54,338,735.35 54,338,735.35 -10.97% 45,587,138.06
listed company
(Yuan)
Net profit
attributable to
shareholders of the
listed company after 45,920,252.23 48,912,658.58 48,912,658.58 -6.12% 45,369,864.10
deduction of
non-recurring gains
and losses (Yuan)
Net cash flow arising
from operating -427,933620.94 -122,530,546.70 -122,530,546.70 -249.25% -45,987,512.97
activities (Yuan)
Basic EPS
0.0616 0.0692 0.0692 -10.98% 0.0581
(Yuan/Share)
Diluted EPS
0.0616 0.0692 0.0692 -10.98% 0.0581
(Yuan/Share)
Weighted average 3.80% -0.64%
4.44% 4.44% 3.88%
ROE (%)
2013 2013 Year-on-year
End of 2014 increase/decrease End of 2012
Before adjustment After adjustment (%)
Total assets (Yuan) 2,659,717,718.28 2,134,940,597.85 2,134,940,597.85 24.58% 1,740,697,285.20
Net assets
attributable to
shareholders of the 1,298,970,719.85 1,250,224,375.08 1,250,224,375.08 3.90% 1,195,672,946.25
listed company
(Yuan)
Full text of 2014 Annual Report of Shenzhen SEG Co., Ltd.
II. Differences in Accounting Data under Chinese and Overseas Accounting Standards
1. The differences of net profit and net assets in this financial report disclosed based on international and
Chinese accounting standards
Unit: YUAN
Net profit attributable to shareholders of the Net assets attributable to shareholders of
listed company the listed company
Amount at the
Amount in the Amount in the Amount at the end
beginning of the
current period previous period of the period
period
Based on Chinese 48,380,294.05 1,298,970,719.85
54,338,735.35 1,250,224,375.08
accounting standards
Adjusted items and amounts based on international accounting standards:
Based on international 48,380,294.05 1,298,970,719.85
54,338,735.35 1,250,224,375.08
accounting standards
2. The differences of net profit and net assets in this financial report disclosed based on overseas and
Chinese accounting standards
Unit: YUAN
Net profit attributable to shareholders of the Net assets attributable to shareholders of
listed company the listed company
Amount at the
Amount in the Amount in the Amount at the end
beginning of the
current period previous period of the period
period
Based on Chinese
47,403,384.49 54,338,735.35 1,297,993,810.29 1,250,224,375.08
