Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Shenzhen SEG Co., Ltd.
2016 Q1 Report
April 2016
1
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Chapter 1 Important Notes
The Board of Directors and Board of Supervisors of the Company, its
directors, supervisors and senior executives shall guarantee the authenticity,
accuracy, and completeness of the quarterly report and no existence of false
record, misleading statement or major omission, and shall assume individual
and/or joint liabilities.
All the directors have attended this board meeting reviewing the quarterly
report.
Wang Li, the person in charge of the Company, Liu Zhijun, the person in
charge of the accounting work, and Ying Huadong, the person in charge of the
accounting institution (accountant in charge) hereby declare that the Financial
Statements enclosed in this annual report are true, accurate and complete.
2
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Chapter 2 Change of the Major Financial Data and Shareholders
I. Main accounting data and financial indexes
Are retrospective adjustments made to previous financial statements due to accounting policy changes or accounting errors?
□ Yes √ No
The same period of the Year-on-year
The current report period
previous year increase/decrease
Operating revenue (Yuan) 191,126,945.65 191,029,218.56 0.05%
Net profit attributable to the listed
17,696,110.04 21,348,553.12 -17.11%
company shareholders (Yuan)
Net profit attributable to the listed
company shareholders after deducting 17,623,939.70 21,168,892.76 -16.75%
non-recurring gains and losses (Yuan)
Net cash flow arising from operating
-30,744,760.42 -37,829,627.54 -18.73%
activities (Yuan)
Basic EPS (Yuan/share) 0.0225 0.0272 -17.28%
Diluted EPS (Yuan/share) 0.0225 0.0272 -17.28%
Weighted average ROE 1.19% 3.80% -2.61%
End of the current report Year-on-year
End of the previous year
period increase/decrease
Total assets (Yuan) 2,610,757,891.93 2,614,660,524.37 -0.15%
Net assets attributable to the listed
1,492,743,790.64 1,475,126,229.16 1.19%
company shareholders (Yuan)
Item and amount of non-recurring profit and loss
√ Applicable □ Not applicable
Unit: Yuan
Amount from the year
Item beginning to the report period Remarks
end
Gains and losses on non-current asset disposal (including the
-8,185.25
written off depreciation reserves for accrued assets)
1. Special Fund for Wujiang
Government subsidies recorded into current gains and losses District Service Industry
(except those closely related with corporate business and enjoyed 67,814.06 Development acquired by the
according to national standards or certain quota) owned Wujiang SEG Electronics
Market Management Co., Ltd.
3
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
from Suzhou Wujiang District
Finance Bureau
2. The subsidies for SEG
E-commerce Transaction
Platform issued by the Economic,
Trade and Information
Commission of Shenzhen
Municipality confirmed by
Shenzhen SEG Ecommerce Co.,
Ltd controlled by the Company
within this report period
Other non-operating income and expenses except the
134,145.24
above-mentioned items
Less: Amount affected by income tax 48,443.51
Amount of influence of minority shareholders’ equity (after tax) 73,160.20
Total 72,170.34 --
An explanation shall be made with regard to the Company's 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 announcement as recurring.
□ Applicable √ Not applicable
In the report period, it does not happen that the company defines the non-recurring profit and loss items defined or listed by
Interpretive Bulletin No. 1 on Information Disclosure by Companies Publicly Issuing Securities — Non-recurring Gains and Losses
as recurring profit and loss items.
II. Total number of shareholders and shareholding information of top 10 shareholders at the
end of the report period
1. Number of ordinary shareholders and preferred shareholders with restored voting right and
shareholding information of the top 10 shareholders
Unit: share
Total preferred shareholders
Total ordinary shareholders at the
83,637 with restored voting rights at 0
end of the report period
the end of the report period
Shareholding information of the top 10 shareholders
Quantity of Information about pledged or frozen
Name of Nature of Shareholding Quantity of
restricted shares shares
shareholder shareholder percentage shares held
held Status Quantity
Shenzhen
State-owned legal
Electronics 30.24% 237,359,666 0
person
Group Co., Ltd.
4
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Domestic natural
Liu Guocheng 0.85% 6,691,302 0
person
Domestic natural
Liu Guohong 0.43% 3,357,258 0
person
Domestic natural
Zeng Ying 0.42% 3,300,000 0
person
Overseas natural
Gong Qianhua 0.37% 2,940,000 0
person
Domestic natural
Liu Xuxia 0.32% 2,481,701 0
person
China Securities
Domestic
Finance
non-state-owned 0.29% 2,271,900 0
Corporation
legal person
Limited
Bank of China
Limited —
Southern Industry
Others 0.25% 2,000,000 0
Vigor Stock-type
Securities
Investment Fund
Bank of
Communications
Co., Ltd. — AXA
SPDB Growth
Others 0.25% 2,000,000 0
Power
Mixed-type
Securities
Investment Fund
Overseas legal
NORTH BANK 0.24% 1,890,226 0
person
Shareholding information about the top 10 shareholders enjoying unrestricted sales
Type of share
Name of shareholder Quantity of unrestricted shares held
Type of share Quantity
RMB ordinary
Shenzhen SEG Group Co., Ltd. 237,359,666 237,359,666
share
Domestically
Liu Guocheng 6,691,302 listed foreign 6,691,302
share
Domestically
Liu Guohong 3,357,258 3,357,258
listed foreign
5
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
share
Domestically
Zeng Ying 3,300,000 listed foreign 3,300,000
share
Domestically
Gong Qianhua 2,940,000 listed foreign 2,940,000
share
RMB ordinary
Liu Xuxia 2,481,701 2,481,701
share
China Securities Finance RMB ordinary
2,271,900 2,271,900
Corporation Limited share
Bank of China Limited — Southern
RMB ordinary
Industry Vigor Stock-type Securities 2,000,000 2,000,000
share
Investment Fund
Bank of Communications Co., Ltd.
— AXA SPDB Growth Power RMB ordinary
2,000,000 2,000,000
Mixed-type Securities Investment share
Fund
Domestically
NORTH BANK 1,890,226 listed foreign 1,890,226
share
Shenzhen SEG Group Co., Ltd has no associated relationship with other shareholders, nor is a
Note on the association relationship
concerted action unit as described in the Management Methods for Disclosure of Information
or concerted action among the
on Changes of Shareholding Status of Shareholders of Listed Companies. It is unknown
above-mentioned shareholders
whether other shareholders share an associated relationship or are concerted action units.
Note on the top 10 ordinary Among the above-mentioned top 10 shareholders, Liu Xuxia holds 0 shares of the Company
shareholders' participation in in her ordinary account and 2,481,701 shares in the securities margin trading investor's credit
securities margin trading (if any) account, holding a total of 2481,701 shares of the Company.
Whether the top 10 ordinary shareholders of the Company and/or the top 10 ordinary shareholders of non-restricted shares conducted
any agreed repurchase transactions in the report period
□ Yes √ No
The top 10 ordinary shareholders of the Company and/or the top 10 ordinary shareholders of non-restricted shares did not conduct
any agreed repurchase transactions in the report period.
2. Total preferred shareholders and shareholding information of the top 10 preferred shareholders
□ Applicable √ Not applicable
6
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Chapter 3 Significant Events
I. Particulars of and explanations on changes of main accounting statement items and
financial indicators in the report period
√ Applicable □ Not applicable
Unit: Yuan
(I) Consolidated Balance Sheet Item
Item Closing balance Opening balance Difference Increase/decrease
from the previous
year (%)
Prepayment 71,343,054.38 129,044,887.26 -57,701,832.88 -44.71%
Construction in progress 420,984.13 140,810.00 280,174.13 198.97%
Other non-current assets 5,103,811.14 -5,103,811.14 -100.00%
Advances from customer 129,451,468.57 190,430,121.05 -60,978,652.48 -32.02%
Payroll payable 11,174,380.18 21,849,134.16 -10,674,753.98 -48.86%
Taxes payable 52,242,911.13 34,645,030.07 17,597,881.06 50.79%
Interest payable 516,758.34 -516,758.34 -100.00%
1. Prepayment: RMB 577 million decrease from the beginning balance, a decrease of 44.71%, which is mainly because the
owned subsidiary Shenzhen SEG E-Commerce Co., Ltd (51% of its stocks held by the Company, hereinafter referred to as "SEG
E-commerce") decreased its prepayment. As of the disclosure date of the report, the Board of Directors passed the Proposal of
Transferring 51% Held Shares of SEG E-commerce. To complete the equity transfer, SEG E-commerce repaid RMB 45 million of
debts to the Company. As a result, SEG E-commerce contracted its supply chain business and cut the relevant prepayment accounts.
2. Construction in progress: RMB 280,000 increase over the beginning balance, an increase of 198.97%, which is mainly
because the Company's project of changing central air-conditioning has not yet been completed during the report period.
3. Other current assets: RMB 5.10 million decrease from the beginning balance, a decrease of 100.00%. The decrease is mainly
because of the carry-over completed within the report period of related asset projects of the prepaid software and project funds in the
previous year.
4. Advances from customer: RMB 60.98 million decrease from the beginning balance, a decrease of 32.2%, which is mainly
because SEG E-commerce contracted its e-commerce business and thus made the advances from supply chain business drop.
5. Payroll payable: RMB 10.67 million short of the beginning balance, a decrease of 48.86%, which is mainly because part of the
wages and bonuses for the previous year was paid in the report period.
6. Taxes payable: RMB 17.60 million increase over the beginning balance, an increase of 50.79%, which is mainly because the
Q1 levies to be paid by the tenants of Shenzhen SEG Electronics Market will be paid in Q2.
7. Interests payable: RMB 520,000 decrease from the beginning balance, a decrease of 100.00%, which is mainly because part of
7
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
the unpaid interests was paid by the Company in the report period.
(II). Consolidated Profit Statement Item
Item Current-period amount Previous-period amount Difference Increase/decrease
from the previous
year (%)
Interest income 14,359,892.66 10,686,736.19 3,673,156.47 34.37%
Service charge and commission 2,204,500.00 26,296.11 2,178,203.89 8283.37%
income
Interest expenses 445,888.89 2,066,755.56 -1,620,866.67 -78.43%
Loss from asset impairment 0.00 744,585.68 -744,585.68 -100.00%
Investment income -388,373.34 2,736,686.86 -3,125,060.20 -114.19%
Non-operating income 202,559.94 317,029.50 -114,469.56 -36.11%
Non-operating expenses 8,785.89 23,408.91 -14,623.02 -62.47%
*Profit and loss of minority 11,408,146.85 7,703,970.08 3,704,176.77 48.08%
shareholders
1. Interest income: RMB 3.67 million increase over the same period of previous year, an increase of 34.37%, which is mainly
because the owned subsidiary Shenzhen SEG Credit Co., Ltd. (hereinafter referred to as "SEG Credit") gained an increase in its loan
interest income.
2. Service charge and commission income: RMB 2.18 million increase over the same period of previous year, which is mainly
because SEG Credit gained an increase in its service consulting business income.
3. Interest expenses: RMB 1.62 million decrease from the same period of previous year, a decrease of 78.43%, which is mainly
because SEG Credit cut its bank loans on a year-on-year basis.
4. Investment income: RMB 3.13 million decrease from the same period of previous year, a decrease of 114.19%, which is
mainly because the Company's bank financing income decreased.
5. Non-operating income: RMB 110,000 decrease from the same period of previous year, a decrease of 36.11%, which is mainly
because the acquired government subsidies dropped.
6. Non-operating expenses: RMB 10,000 decrease from the same period of previous year, a decrease of 62.47%, which is mainly
because the compensation expenses paid by the Company to merchants decreased in the report period.
7. Profit and loss of minority shareholders: RMB 3.70 million increase over the same period of previous year, an increase of
48.08%, which is mainly because SEG Credit gained a sharp profit increase in the report period.
8. Other comprehensive incomes: RMB 230,000 decrease from the same period of previous year, a decrease of 233.18%, which
is mainly because in the salable financial assets, the fair price of Youhao Group stock held by the Company suffered a sharp decrease
in the report period.
(III). Consolidated Cash Flow Statement Item
8
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Item Current-period amount Previous-period amount Difference Increase/decrease
from the previous
year (%)
Tax refunds 15,225,827.36 88,433,998.57 -73,208,171.21 -82.78%
Net increase in loans to customer 10,708,000.00 36,505,671.00 -25,797,671.00 -70.67%
and prepayment
Cash paid for interest, service 14,567.39 4,773.87 9,793.52 205.15%
charge, and commission
Taxes paid 14,231,547.00 21,844,523.26 -7,612,976.26 -34.85%
Cash received from investment 222,800,000.00 564,986,772.09 -342,186,772.09 -60.57%
withdrawal
Cash received from investment return 2,415,091.60 4,548,451.09 -2,133,359.49 -46.90%
Cash paid for investment 170,200,000.00 666,902,394.54 -496,702,394.54 -74.48%
Cash paid for dividend and profit 5,255,832.08 2,705,734.42 2,550,097.66 94.25%
distribution or interest repayment
1. Tax refunds: RMB 73.21 million decrease from the same period of previous year, a decrease of 82.78%, which is mainly
because the export tax rebates received by SEG E-Commerce decreased due to its shrinkage in supply chain services in the report
period.
2. Net increase of loans to customer and prepayment: RMB 25.80 million decrease from the same period of previous year, a
decrease of 70.67%, which is mainly because the scale of loans released by SEG Credit increased but customers stayed stable and
customer increase slowed down in the report period.
3. Cash paid for interest, charge and commission: RMB 10,000 increase over the same period of previous year, an increase of
205.15%, which is mainly because the mature bank loans of SEG Credit decreased in the report period and the paid interest expenses
decreased accordingly.
4. Taxes paid: RMB 7.61 million decrease from the same period of previous year, a decrease of 34.85%, which is mainly because
the VAT levied from the tenants of the Company-controlled Electronics Market decreased in the report period.
5. Cash received from investment withdrawal: RMB 342.19 million decrease from the same period of previous year, a decrease
of 60.57% which is mainly because the Company cut its bank financing business in the report period.
6. Cash received from investment return: RMB 2.13 million decrease from the same period of previous year, a decrease of 46.9%,
which is mainly because the Company's financing return dropped due to the cutting of bank financing business in the report period.
7. Cash paid for investment: RMB 496.70 million decrease from the same period of previous year, a decrease of 74.48%, which
is mainly because the Company cut its bank financing business in the report period.
8. Cash paid for dividend and profit distribution or interest repayment: RMB 2.55 million increase over the same period of
previous year, an increase of 94.25%, which is mainly because the Company's bank loan interest payment decreased in the report
period due to its smaller financing amount than that in the previous year.
9
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
II. Progress and influence of important matters and analysis of solutions
√ Applicable □ Not applicable
Major asset reconstruction events of the Company:
The Company launched the project of major asset reconstruction in November 2015 and the Company stocks
(stock short name: SHEN SEG and SHEN SEG B; stock code: 000058 and 200058) were suspended from the
morning market opening on November 4, 2015. During the suspension, the Company and relevant parties actively
pushed the reconstruction work forward and regularly disclosed the progress according to relevant regulations.
As of the disclosure date of the report, the Company has disclosed the plan of the major asset reconstruction (for
details see the Plan of Shenzhen SEG Co., Ltd. on Issuing Shares and Paying Cash to Purchase Assets and Raise
Supporting Funds and on Related Transactions [Revised Graft] disclosed on www.cninfo.com.cn on February
25) and the Company stock has been resumed since the morning market opening since February 25, 2016. At
this stage, the Company and relevant intermediaries are endeavoring to improve work efficiency and trying to
ensure smooth project development and the Company will perform its obligation of information disclosure in time
according to the project progress.
In accordance with the disclosed plan on major asset reconstruction, the Company plans to purchase the
following stock rights of companies held by SEG Group through share issuance and cash payment: 100% equity
of Shenzhen SEG Chuangyehui Co., Ltd., 55% equity of Shenzhen SEG Kangle Enterprise Development Co., Ltd.,
100% equity of Shenzhen SEG Property Development Co., Ltd., and 79.02% equity of Shenzhen SEG Real Estate
Investment Co., Ltd. and at the same time the Company will offer non-public share offering to no more than 10
specific investors to raise supporting funds.
After the major asset reconstruction is implemented, the listed companies will incorporate the three operating
platforms including electronics market, commercial real estate and Chuangpinhui on the basis of integrating the
existing resources to collaboratively and interactively develop and fully improve property value, use e-commerce
to build an integrated online and offline O2O platform, and construct a diversified SEG industrial ecology circle,
thereby comprehensively create an industry leading a new SEG which has the clear strategic positioning.
After the asset reconstruction is completed, the Company will focus on the three operating platforms
including electronics market, commercial real estate and Chuangpinhui and depend on its own advantages of core
competition and resources, and plans to expand into multiple business formats including maker ecology, cultural
education, intelligent technology, sports and entertainment, virtual experience, e-Sports and financial service. In
addition, the Company will fully function in resource allocation based on the operating advance in electronics
market and commercial real estate and the industrial cluster edge in Huaqiangbei. Through building SEG maker
center, SEG International Maker Products Demonstration and Promotion Center, SEG maker apartment and maker
foundation, the Company plans to get deeply involved in the maker ecological industrial chain to provide
convenience to maker groups in basic hardware technology, R&D, production support and capital investment.
Also, through docking with upstream and downstream manufacturers, the Company will advance the
capitalization and industrialization of innovation results, promote the quick and effective market-oriented
application of new technologies and products and stimulate market innovation vigor so as to support and construct
a new maker business ecosphere integrating "experiment development + incubation + market promotion +
supporting services" to boost business development. Furthermore, based on utilizing the existing electronics
market and combing the service edge and customer resources of the market, the Company will strengthen the
effort in expanding e-finance service, Internet e-commerce, supply chain financial service, intelligentialized
10
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
hardware and virtual interactive experience to optimize and consolidate business chain system and deliver
consumer experience-based industrial upgrade by exploiting online and offline resources and channels.
In the future, the Company will achieve transformation and upgrading on the basis of traditional special
electronics market through further expanding industrial chains and enrich industrial connotation, which is
embodied in “Three Transformations”, i.e. first, the Company will transform into recombined platform of
commercial activities including maker ecology, cultural education, intelligent technology, sports and
entertainment, virtual experience, e-Sports and financial service from providing the single transaction platform of
electronic products and the platform of commercial real estate, and expand single commercial platform into the
production and operation of relevant contents; second, the enterprises under the Company specializing in
electronics market will speed up the transformation from the single leaser into the platform operator and service
provider integrating all the on-line and off-line resources; third, relying on the resources platform of electronics
market business and commercial real estate business, the Company will support the development of innovation
business and make great efforts in building international maker platform with SEG characteristics, promote the
distribution of complete industrial chain, and sustain the expansion into innovation areas including electronic IT
products and intelligentialized electronics application and financial service in supply chain.
Inquiry index for interim report disclosed
Overview of Important Matters Disclosure Date
on websites
1. Matters on Investing in and
Establishing Shenzhen SEG
Investment Management Co., Ltd.
Suzhou SEG Intelligent Science Co.,
The Announcement on Investing and
Ltd. was officially registered and
Establishing Shenzhen SEG Investment
established in February 2016. At present,
January 13, 2016 Management Co. Ltd. was disclosed on the
“Mengxiangju” (“Home for Dream”)
Cninfo website
project develops smoothly. The
(http://www.cninfo.com.cn/ ).
Experiencing Hall is just under decoration.
It is estimated that the project will be
completed and put into operation in June
2016.
2. Matters on Signing a Strategic
Cooperation Framework Agreement
with Taobao (China) Software Co.,
Ltd. The Announcement on Signing a Strategic
Now, the Company has organized a Cooperation Framework Agreement with
professional team to strengthen canvass January 28, 2016 Taobao (China) Software Co., Ltd. was
business order in Taobao On-line Special disclosed on the Cninfo website
Area, and keep good communication with (http://www.cninfo.com.cn/ ).
Taobao, so the on-line and off-line
business in the special area is progressing
orderly.
3. Matters on Signing a Strategic March 15, 2016 The Announcement on Signing a Strategic
11
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Cooperation Framework Agreement Cooperation Framework Agreement with
with Shanghai Wangyu Information Shanghai Wangyu Information Technology
Technology Co., Ltd. Co., Ltd. was disclosed on the Cninfo
As of the date of disclosing this website (http://www.cninfo.com.cn/ ).
report, the first Net-caféproject of the
Company has been decided to open at
Nantong SEG Times Square with a theme
pavilion for computer-game inside
covering an area of 1,600 square meters.
Its decoration is estimated to finish by the
end of August.
4. Matters on Signing a Strategic
Cooperation Framework Agreement
with Fujian Babycat Animation The Announcement on Signing a Strategic
Technology Co., Ltd. Cooperation Framework Agreement with
The animation image “Babycat” will March 24, 2016 Fujian Babycat Animation Technology Co.,
be introduced into Nantong SEG Times Ltd. was disclosed on the Cninfo website
Square and “Children Paradise” project. (http://www.cninfo.com.cn/ ).
The decoration of the project is planned to
finish by the end of August.
5. Matters on Signing a Strategic
Cooperation Framework Agreement with
the Related Party and Shenzhen Tencent
Computer System Co., Ltd.
In order to fulfill the Company’s
development strategy, comprehensively
promote “Popular entrepreneurship and
innovation”, optimize the environment of
innovation and starting-up and build the
complete ecosystem of “SEG Maker” The Announcement on Signing a Strategic
industry, the Company signed the Cooperation Framework Agreement with
Cooperation Agreement of Three Parties April 6, 2016 Shenzhen Tencent Computer System Co.,
with Shenzhen Chuangyehui Co., Ltd. and Ltd. was disclosed on the Cninfo website
Shenzhen Tencent Computer System Co., (http://www.cninfo.com.cn/ ).
Ltd. The said three parties plan to use their
respective platform and resource
superiority to carry out strategic
cooperation, and jointly build the
comprehensive service platform for
innovation combining incubation and
investment, the sale and expo platform for
hardware entity which is the focus of
cooperation, and the hardware experiment
12
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
platform for practical innovation service,
so as to set up the benchmark for
starting-up and innovation combining
domestic software and hardware.
6. Matters on Signing a Strategic
Cooperation Framework Agreement with
Zhejiang Tmall Technology Co., Ltd.
The Company and ALIBABA JU
TAOBAO jointly held the event of “Ju
Creates the World – China Station” from 6
to 12 April. This activity is a trial to push
makers and products of innovation
enterprises to quickly accept the market
examination so to achieve the
materialization of such products’ value
from “1” to “N”.
The Announcement on Signing a Strategic
From 9 – 11 April, 20 types of “Black
Cooperation Framework Agreement with
Technology” products selected by both
April 9, 2016 Zhejiang Tmall Technology Co., Ltd. was
parties were launched on ALIBABA JU
disclosed on the Cninfo website
TAOBAO platform, 30,000 pieces of
(http://www.cninfo.com.cn/ ).
products were sold out in the three days
with a sales amount of over 10 million
Yuan, including above 1,000 pieces from
12 activity items. This activity brought the
respective resource superiority of both
parties into full play and made a running
start in business-matching, incubation and
product promotion for makers and
innovation enterprises, as well as exploited
the express channel to market on the basis
of Internet intelligence for makers and
innovation enterprises’ products.
III. Commitments fulfilled in the report period and to be fulfilled by the report period end by
the Company, shareholders, actual controllers, purchasers, directors, supervisors, senior
management or other related parties
√ Applicable □ Not applicable
Made by Commitm
Commitmen Fulfillme
Commitment Type Content ent
t date nt
deadline
13
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
On share reform Not applicable
Made in the Acquisition Not applicable
Report or the Report of
Equity Change
Shenzhen SEG 1. The Company is existing limited
Co., Ltd. liability company legally incorporated
(hereinafter and existing and is not involved in
referred to bankruptcy, dissolution, liquidation,
"SHEN SEG") and any other circumstances of
termination required in accordance
with the existing effective laws,
regulations, regulatory documents and
their bylaws. The Company has
publicly issued stocks and gone public
according to law and, as a listed
company, is holding the subject
qualifications of an asset buyer and an
issuer of non-publicly issued shares
and asset acquired through cash
payment in accordance with the laws,
regulations and regulatory documents
of China. Before the
Made at the time of Commitment 2. Within the recent three years, the completio
February 03, In
major asset on related Company has been abiding by relevant n of
2016 progress
reconstruction transactions industrial, commercial and reconstruc
administrative laws and regulations and tion
operating in conformance to laws while
neither making the record of suffering
administrative punishment of any,
especially serious, nature due to the
violation of relevant industrial,
commercial and administrative laws
and regulations, nor being involved in
the situation of termination required in
accordance with the relevant laws,
regulations, regulatory documents and
articles of association. The Company
faces no legal impediment in going
concern.
3. Within the recent three years, all the
previous shareholder meetings, director
meetings and supervisor meetings of
the Company and the content and
14
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
execution of all resolutions have been
compliant with relevant laws,
regulations, regulatory documents and
articles of association, as well as legal
and effective, and all the authorizations
by each shareholder meeting to the
Board of Directors have been
compliant with relevant laws,
regulations, regulatory documents and
articles of association, as well as legal,
conforming, true and effective. In
addition, all the major decisions of the
Company made since the day of going
public have been legal, compliant, true
and effective.
4. Within the recent three years, the
Company has been involved neither in
any circumstance of suffering the
administrative punishment from China
Securities Regulatory Commission or
criminal punishment due to the
violation of securities laws,
administrative laws or regulations, nor
in any situation of suffering
administrative punishment of any,
especially serious, nature or criminal
punishment due to the violation of any
law on industry and commerce, tax,
land, environment and customs or any
administrative regulations.
5. The Company has no unsettled or
foreseeable cases of major litigation,
arbitration or administrative
punishment. None of the Company's
directors, supervisors or senior
management is involved in any
unsettled or foreseeable cases of major
litigation, arbitration or administrative
punishment.
6. The Company rights and interests
are under no circumstances of being
severely damaged and with the damage
not yet cleared by controlling
shareholders or actual controllers.
15
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
7. The Company and its affiliates are
under no circumstances of making
external guarantee and with the
guarantee remaining unrelieved in a
manner against the law.
8. None of the incumbent directors and
senior management of the Company
has suffered CRSC administrative
punishment within the recent 36
months or has been publicly denounced
by the stock exchange within the recent
12 months.
9. The Company and its incumbent
directors and senior management are
under no circumstances of being
investigated by judicial organs due to
suspected crime or by China Securities
Regulatory Commission due to
suspected violation.
10. Before the asset reconstruction, all
the related transactions conducted by
the Company have gone through
necessary fair decision-making
processes and are legal and effective.
11. The Company is under no
circumstances of severely damaging
investors' legitimate interest or social
public interest.
12. The asset reconstruction
implemented by the Company accords
with the material conditions of listed
company reconstruction stipulated by
relevant laws, regulations and
regulatory documents, including but
not limited to:
(1) The reconstruction will be
compliant with national industrial
policies and relevant laws and
administrative regulations on
environmental protection, land
management and anti-monopoly;
(2) The reconstruction will not cause
the unqualified stock of the Company
16
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
to go public;
(3) The pricing of assets involved in
major asset reconstruction is fair and
under no circumstance of damaging the
Company's or the shareholders'
legitimate interests.
(4) The reconstruction will be
conducive to improve the sustainable
operating ability of the Company and
not involved in any circumstance
where cash would be the Company’s
major asset or the Company would
have no specific operating business
after reconstruction;
(5) The reconstruction will be
conducive for the Company to keep
independent from its actual controllers
and related parties in business, asset,
finance, personnel and institution and
compliant with the CRSC regulations
on the independence of listed
companies;
(6) The reconstruction will be
conducive for the Company to keep a
sound and effective structure of legal
person governance;
(7) The reconstruction has followed the
principle of contributing to improve the
Company's asset quality, financial
situation and sustainable profitability;
(8) The reconstruction has followed the
principle of contributing to cut the
Company's related transactions and
avoid horizontal competition.
13. After the reconstruction completed,
the Company promises to keep
independent from its actual controllers
and related parties in business, asset,
finance, personnel and institution so as
to be compliant with the CRSC
regulations on the independence of
listed companies.
14. The reconstruction will not cause
17
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
major adjustments in the Company's
structures of board of directors, board
of supervisors and senior management
or involve adjustments in significant
operating decision rules and procedures
and information disclosure system.
After the reconstruction, the Company
will still strictly follow the
requirements of Company Law,
Securities Law, Corporate Governance
Standards for Listed Companies and
other laws and regulations as well as
articles of association to regulate
operation and continuously improve
the structure of legal person
governance.
15. With regards to the reconstruction
matters, the Company and Shenzhen
SEG Group Co., Ltd. have signed the
Framework Agreement on Issuing
Shares and Paying Cash to Purchase
Assets attached with entry-into-force
conditions and the relevant formal
transaction agreements. The
above-mentioned agreements are
reached by the parties participating in
the reconstruction according to the
principle of fairness and reasonability
through negotiation and consensus.
Such agreements are with
entry-into-force conditions and binding
on the parties when such agreed
conditions are satisfied and the
agreement content are legal and
effective without any violation of
relevant laws, regulations and
regulatory documents.
16. The Company promises and
guarantees that the director meetings
convened on the reconstruction, the
assembly of share holder meetings and
the convening and decision-making
procedures are compliant with relevant
laws, regulations, regulatory
18
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
documents and articles of association
and the generated resolution content is
legal and effective.
17. The final price of the reconstruction
will be determined through
negotiations based on the pricing
principle decided by all transaction
parties and in accordance with the
evaluation result issued by an
evaluation institution holding securities
business qualifications and is the
expression of all transaction parties'
true intention.
18. The information disclosed by the
Company on the reconstruction is
compliant with relevant laws,
regulations and regulatory documents
and there is no such contract,
agreement or arrangement as should
have been disclosed.
19. The incumbent directors,
supervisors, senior management,
shareholders holding 5% and more
shares and other insiders of the
Company have conducted self-check
and issued self-check reports on their
purchase and sales of SHEN SEG stock
performed in the six months prior to
the day of suspension for the
reconstruction (i.e. May 4 to November
4, 2015). Except for Liu Zhijun, Zheng
Dan, Zhu Longqing, Tian Jilian, Ying
Huadong and Xu Ning who are
disclosed in the self-check reports and
have bought and sold the Company
stock, the aforesaid personnel did not
buy or sell SHEN SEG stock. During
the self-check period, there was no
utilization of insider information about
the reconstruction in the company
stock sales and purchase.
20. After the reconstruction, the
Company will continue perform
necessary review procedures on related
19
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
transactions in accordance with
relevant laws, regulations, regulatory
documents and articles of association
and will not damage the legitimate
interests of SHEN SEG and all the
shareholders.
21. After the reconstruction, the
controlling shareholder of the
Company will still be Shenzhen SEG
Group Co., Ltd. and the actual
controller twill still be he State-owned
Assets Supervision and Administration
Commission of Shenzhen People's
Government. The reconstruction will
not change the controlling shareholder
or the actual controller of the
Company.
1. The subject company is a legally
incorporated and existing limited
liability or stock limited company and
holds legal business qualifications. It
Shenzhen SEG
has acquired all the approval, consent,
Group Co., Ltd.
authorization and license necessary for
(hereinafter
its establishment and business
referred to as
operation and all the same is valid and
"SEG Group")
is under no circumstance that they will
become invalid due to any reason.
2. Within the recent three years, the
Before the
On the subject company has conducted no
completio
operation major violation of laws or regulations February 03, In
n of
compliance of and has not been involved in any 2016 progress
reconstruc
subject assets circumstance of termination required
tion
by the existing effective laws,
regulations, regulatory documents and
articles of association. As of the date
of issuing this commitment letter, the
subject company has no unsettled or
foreseeable cases of major litigation,
arbitration or administrative
punishment that will affect its
operation or have the subject amount of
over one million Yuan.
3. The subject company will
20
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
independently and completely perform
its labor contracts with employees.
4. If the subject company had been
required to make makeup payment by
or suffer punishment from its
governing bodies in industry and
commerce, taxes, staff salaries, social
insurances and housing fund, operation
qualifications or industrial governing
due to the facts before the
reconstruction, the Company will
compensate the subject company for all
arrears in full amount and assume all
losses incurred accordingly of SHEN
SEG and the subject company.
5. The subject company legally
possesses the ownership and/or use
right of the office space, office
equipment, trademark and other assets
necessary for ensuring normal
production and operation, has
independent and complete asset and
business structure and holds legal
ownership of its major assets with clear
ownership of assets.
6. The subject company is under no
circumstances that impede the
company ownership transfer, such as
litigation, arbitration and mandatory
judicial enforcement, and has not made
external guarantee that goes against the
laws and the articles of association.
7. After the reconstruction, if SHEN
SEG and the subject company suffer
losses due to the Company's breach of
the aforesaid commitments, the
Company agrees to assume the
liabilities for compensation/damages to
SHEN SEG and the subject company.
1. To ensure the personnel of SHEN
On keeping SEG and the subject company to be February 03, In
Long-term
independence independent 2016 progress
(1) Ensuring that after the
21
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
reconstruction, the labor, human
resources and salary management of
SHEN SEG and the subject company
are completely independent from those
of the Company and its other
controlled companies and enterprises,
other economic organizations or other
related parties.
(2) Ensuring that after the
SEG Group reconstruction, the senior management
of SHEN SEG and the subject
company are full-time staff, have salary
compensations and do not hold posts
other than director and supervisor in
the Company and its other controlled
companies and enterprises, other
economic organizations or other related
parties.
(3) Ensuring that after the
reconstruction, the personnel will not
intervene in the function performance
in deciding personnel appointment and
removal by the SHEN SEG and the
subject company's shareholder
meetings (assemblies) and board of
directors.
2. To ensure the structures of SHEN
SEG and the subject company to be
independent
(1) Ensuring that after the
reconstruction, SHEN SEG and the
subject company will construct sound
structures of legal person governance
and hold independent and complete
organizational structures.
(2) Ensuring that after the
reconstruction, the shareholder
meetings (assemblies), board of
directors and board of supervisors of
SHEN SEG and the subject company
will independently exercise office
powers according to laws, regulations
and the articles of association of SHEN
22
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
SEG and the subject company.
3. To ensure the assets of SHEN SEG
and the subject company to be
independent and complete
(1) Ensuring that after the
reconstruction, SHEN SEG and the
subject company will possess
independent and complete production
and operation-related assets.
(2) Ensuring that after the
reconstruction, the office spaces of
SHEN SEG and the subject company
are completely independent from those
of the Company and its controlled
companies and enterprises, other
economic organizations or other related
parties.
(3) Ensuring that after the
reconstruction, except for normal
business exchange, SHEN SEG and the
subject company will not, under any
circumstances, have their funds and/or
assets being occupied by the Company
and its controlled companies and
enterprises, other economic
organizations or other related parties.
4. To ensure the businesses of SHEN
SEG and the subject company to be
independent
(1) Ensuring that after the
reconstruction, SHEN SEG and the
subject company have the
qualifications of independently
developing operating events and the
market-oriented ability of performing
independent, autonomous and
sustainable operation.
(2) Except the owned asset and
operating business before the effective
commitment date and in order to
ensure the sustainable development of
SHEN SEG, the Company, during the
period of being the controlling
23
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
shareholder of SHEN SEG, will
supervise and constrain the operating
activities of itself and its controlled
related enterprises. In addition, in the
operating region of SHEN SEG, it will
not newly build or acquire any asset or
business identical or similar to the
main operating business of SHEN SEG
or engage in any activities that would
possibly damage the interests of SHEN
SEG and its other controlled
companies, enterprises or other
economic organizations. If in the future
there are business opportunities
identical or similar to the main
operating business of SHEN SEG in
the operating region of SHEN SEG, the
Company will recommend at priority
the opportunities to SHEN SEG and its
controlled other companies, enterprises
or other economic organizations.
However, there is an exception when
one of the following conditions is
satisfied:
① Due to national regulations
and/or policies, it is a commercial
property and real estate development
project that is assigned by the
government or allocated through
directional agreements to SEG Group;
or
② When there are specific
requirements on the bidder or assignee
in the bidding, grant or transfer
conditions of a specific commercial
property and real estate development
project, it is SEG Group, instead of
SHEN SEG, that is qualified.
If it is an acquired commercial property
and real estate development project that
is identical or similar to the main
operating business of SHEN SEG or
causes horizontal competition due to
reasons other than the satisfaction of
24
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
the aforesaid conditions, SEG Group
can invest and construct first. When
SHEN SEG considers such project
meets the requirements on SHEN
SEG's investment, SEG Group, after
receiving the written acquisition notice
of SHEN SEG, will immediately
negotiate with SHEN SEG on the
acquisition and transfer such project to
SHEN SEG.
(3) Ensuring that after the
reconstruction, the Company and its
controlled other companies and
enterprises, other economic
organizations or other related parties
reduce their related transactions with
SHEN SEG, the subject company and
its controlled other companies,
enterprises or other economic
organizations and their controlled other
companies, enterprises or other
economic organizations. With regards
to the necessary and unavoidable
related transactions, they are ensured to
be conducted in market principles and
at fair prices and the relevant approval
procedure and information disclosure
obligation will be performed according
to relevant laws, regulations and
regulatory documents.
5. To ensure the finance of SHEN SEG
and the subject company to be
independent
(1) After the reconstruction, SHEN
SEG and the subject company will
build independent financial
departments and accounting systems
and have standard and independent
financial accounting systems.
(2) Ensuring that after the
reconstruction, SHEN SEG and the
subject company will independently
open bank accounts and will not share
25
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
the bank account with the Company
and its other controlled companies and
enterprises, other economic
organizations or other related parties.
(3) Ensuring that after the
reconstruction, the financial staff of
SHEN SEG and the subject company
will not hold concurrent posts in the
Company and its controlled companies
and enterprises, other economic
organizations or other related parties.
(4) Ensuring that after the
reconstruction, the financial staff of
SHEN SEG and the subject company
will be able to independently make
financial decisions and the Company
will not intervene in the fund use of
SHEN SEG and the subject company.
(5) Ensuring that after the
reconstruction, SHEN SEG and the
subject company will pay taxes
according to laws.
If the Company breaks the aforesaid
commitments, it will bear all losses
thus caused to SHEN SEG and the
subject company.
1. The Company is not involved in the
following circumstances stipulated in
Article VI of Measures for the
Administration of the Takeover of
Listed Companies:
(1) The purchaser is to damage the
Before the
legitimate interests of a target company
completio
Other or its shareholders by taking advantage February 03, In
n of
commitments of the takeover of the listed company; 2016 progress
SEG Group reconstruc
(2) The purchaser owes a large amount
tion
of debts, and has not paid its due debts,
and the said circumstance is in a
continuous state;
(3) The purchaser has ever
committed a major illegal act or has
ever been suspected of being involved
26
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
in any major illegal act within the
recent three years;
(4) The purchaser has ever committed
any behavior seriously breaching
promises in the securities market
within the recent three years;
(5) Any other circumstance as
prescribed by the laws or
administrative regulations or as
recognized by the CSRC under which
no listed company can be taken over.
2. Within the recent five years, the
Company and its main management
have not suffered any administrative
punishment (save that apparently
irrelevant with securities market) or
criminal punishment or have involved
in major civil litigation or arbitration
related with economic disputes.
If the Company breaks the aforesaid
commitments, it will bear all losses
thus caused to SHEN SEG and the
subject company.
1. The Company is registered in the
People's republic of China, has full
capacity for civil conducts and holds
the legal subject qualifications for
participating in the reconstruction,
executing agreements with SHEN SEG
SEG Group
and performing the rights and
obligations under such agreements.
On the
2. The Company has performed its
ownership of
obligation of making capital February 03, In
the subject Long-term
contribution to the subject company, 2016 progress
assets in
has not performed any acts of making
reconstruction
feigned, delayed and/or withdrawn
capital contributions and other
obligation and liability it should
assume as a shareholder, and does not
have the condition that may influence
the legal existence of the subject
company.
3. The subject company does not have
27
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
any equity ownership dispute or
potential equity ownership dispute or
the condition that may influence its
legal existence.
4. The subject company's equity held
by the Company is actual legal
possession, in which there is no
ownership dispute or potential
ownership dispute; no trusted and/or
entrusted shareholding or similar
arrangement; no commitment or
arrangement on banning or restricting
transfer; no pledge, freezing, sealing
up, property preservation or other
limitation of rights; or litigation,
arbitration or other forms of dispute
that influences the reconstruction. In
addition, the Company ensures that the
held equity of the subject company will
remain in such conditions until it is
registered through change under the
name of SHEN SEG.
5. The subject company's equity held
by the Company is the asset with clear
ownership and it is promised that after
getting the CSRC approval on the
SHEN SEG reconstruction, the
Company will transfer the ownership
of such equity within an agreed period
and there is no legal impediment or
credit and debt dispute on such equity.
6. Before the held equity of the subject
company is transferred after
modification and registered under the
name of SHEN SEG, the Company will
ensure that the subject company keeps
in the normal, ordered, and legally
operated state, does not perform any
act of making asset disposal or external
guarantee unrelated with normal
production and operation or increasing
major debts and does not illegally
transfer or conceal assets or businesses.
If the acts related with the aforesaid
28
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
matters are indeed necessary, such acts
will be implemented only after getting
the written approval of SHEN SEG
under the precondition that no violation
of national laws, regulations and
regulatory documents will be made.
7. The Company ensures that there is
no litigation, arbitration or dispute in
progress or influencing or potentially
influencing the Company's transfer of
the held equity of the subject company
and that all executed agreements or
contracts do not contain any provisos
impeding the Company from
transferring the held equity of the
subject company. Also, the articles of
association, internal management
system documents and executed
contracts or agreements of the subject
company do not contain any provisos
impeding the Company from
transferring the held equity of the
subject company.
If the Company breaks the aforesaid
commitments, it will bear all losses
thus caused to SHEN SEG.
1. In the reconstruction, some
electronics commercial market
subordinated under SEG Group and
other related assets constituting
horizontal competition have not been
invested into the listed company. SEG
Group will trust such assets to SHEN
On avoiding SEG or its subsidiaries after the major
February 19, In
horizontal asset reconstruction is completed. Long-term
2016 progress
competition Within five years after the
SEG Group reconstruction, SEG Group will take all
necessary measures to address any
flaws existed in such real estate and,
according to the operation needs of
SHEN SEG and the ownership
improvement of such assets, and will
incorporate the aforesaid electronics
29
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
market and other related assets
constituting horizontal competition into
SHEN SEG or assign them through
sales or transfer to third parties. If
SEG Group fails to finish the aforesaid
matters as scheduled, then before
investing related assets into SHEN
SEG, it will deliver such assets in the
form of leasing to SHEN SEG for
direct external operation and enjoy
accordingly the revenue generating
from such property. The annual rent of
SHEN SEG's leasing of such property
from SEG Group is the corresponding
depreciation of such property assets.
The profit and loss arising from leasing
such property assets will be enjoyed
and borne by SHEN SEG, in which
case the parties will separately sign a
relevant leasing agreement.
2. Except the owned asset and
operating business before the effective
commitment date and in order to
ensure the sustainable development of
SHEN SEG, the Company, during the
period of being the controlling
shareholder/actual controller of SHEN
SEG, will supervise and constrain the
operating activities of itself and its
controlled related enterprises. In
addition, in the operating region of
SHEN SEG, it will not newly build or
acquire any asset or business identical
or similar to the main operating
business of SHEN SEG or engage in
any activities that would possibly
damage the interests of SHEN SEG
and its other controlled companies,
enterprises or other economic
organizations. If in the future there are
business opportunities identical or
similar to the main operating business
of SHEN SEG in the operating region
of SHEN SEG, the Company will
30
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
recommend at priority the
opportunities to SHEN SEG and its
controlled other companies, enterprises
or other economic organizations.
However, there is an exception when
one of the following conditions is
satisfied:
(1) Due to national regulations and/or
policies, it is a commercial property
and real estate development project that
is assigned by the government or
allocated through directional
agreements to SEG Group and its
invested enterprises; or
(2) When there are specific
requirements on the bidder or assignee
in the bidding, grant or transfer
conditions of a specific commercial
property and real estate development
project, it is SEG Group, instead of
SHEN SEG, that is qualified.
If it is an acquired commercial property
and real estate development project that
is identical or similar to the main
operating business of SHEN SEG or
causes horizontal competition due to
reasons other than the satisfaction of
the aforesaid conditions, SEG Group
can invest and construct first. When
SHEN SEG considers such project
meets the requirements on SHEN
SEG's investment, SEG Group, after
receiving the written acquisition notice
of SHEN SEG, will immediately
negotiate with SHEN SEG on the
acquisition and transfer such project to
SHEN SEG.
If the Company breaks the aforesaid
commitments, it will bear all losses
thus caused to SHEN SEG, the subject
company and its other controlled
companies, enterprises or other
economic organizations.
31
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
1. When the Company is the
controlling shareholder of SHEN SEG,
the Company and its controlled other
companies, enterprises or other
economic organizations will try their
best to reduce and regulate their related
transactions with SHEN SEG or the
subject company and their controlled
other companies, enterprises or other
economic organizations.
2. After the reconstruction, with
regards to the unavoidable or
reasonable related transactions between
the Company and SHEN SEG or the
subject company, the Company and its
other controlled companies, enterprises
or other economic organizations will
conduct in market principles and at
reasonable market prices, perform the
information disclosure obligation and
On reducing
go through relevant application and
and regulating February 03, In
SEG Group approval procedures in accordance Long-term
related 2016 progress
with laws, regulations and regulatory
transactions
documents, and not damage the legal
interests of SHEN SEG and other
shareholders by utilizing the
advantageous position of controlling
shareholder.
3. The Company and its other
controlled companies, enterprises or
other economic organizations will not
take use of the rights of listed company
shareholders or actual controlling
capacity to manipulate and/or instigate
the listed company or its directors,
supervisors and/or senior management
to let the listed company provide or
accept funds, gods, services or other
assets under unfair conditions, or to
engage in any acts that will damage the
listed company's benefit.
If the Company breaks the aforesaid
commitments, it will bear all losses
32
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
thus caused to SHEN SEG, the subject
company and its other controlled
companies, enterprises or other
economic organizations.
SEG Group The Company is under no
circumstances of leaking any insider
information related to the Before the
reconstruction or using such insider completio
Other February 03, In
information to conduct insider n of
commitments 2016 progress
transactions. reconstruc
If the Company breaks the aforesaid tion
commitments, it will bear all losses
thus caused to SHEN SEG.
1. For the shares of SHEN SEG
subscribed by the Company through
the reconstruction, the lockup period is
the 36 months starting from the date of
the subscribed shares' going public.
Within 36 months since the date of
closing SHEN SEG stock issuance, any
SHEN SEG stock acquired through the
reconstruction shall not be listed for
trading, transferred to the external,
entrusted to be managed by others, or
repurchased by SHEN SEG (except
that performance compensation has to
be made with shares).
On the
After the issuance is completed, the February 03, In
SEG Group restricted sales Long-term
above agreement is also applicable to 2016 progress
of shares
the company shares increased due to
the bonus shares distributed by
company or capital stock increase.
When the said lockup period expires,
the transfer and trading of
corresponding shares will be conducted
in accordance with the laws and
regulations effective at that time and
the provisions, rules and requirements
of CSRC and Shenzhen Stock
Exchange.
2. If the closing price of SHEN SEG
stock is lower than the offering price
for 20 consecutive trading days within
33
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
six months after the reconstruction or
the closing price at the end of six
months after the reconstruction is lower
than the offering price, the lockup
period of the SHEN SEG stock
acquired by the Company will
automatically extend another six
months.
3. If the reconstruction is investigated
by judicial organs or CSRC due to the
inviting suspicion that there is
misrepresentation, misleading
statement or material omission in the
provided or disclosed information, the
transfer of equity shares of SHEN SEG
held by the Company will be
suspended before the investigation has
a clear conclusion.
4. All SHEN SEG shares held by the
Company before the reconstruction
will not be transferred within 12
months after the reconstruction.
5. Relevant laws, regulations and
regulatory documents shall prevail if
such provisions impose special
requirements on the lockup period of
shares.
6. If the aforesaid lockup period is
inconsistent with the latest regulatory
requirements of securities regulatory
institutions, the Company agrees to
adjust according to the latest opinions
of the regulatory institutions, and the
relevant stipulations of CSRC and
Shenzhen Stock Exchange will be
executed when the lockup period
expires.
On the change 1. SEG Group legally owns the
Before the
of registration ownership of the land, housing estate
completio
of asset and equity gratuitously transferred to February 03, In
SEG Group n of
ownership of Shenzhen SEG Chuangyehui Co., Ltd. 2016 progress
reconstruc
the land and before the reconstruction, and there is
tion
housing estate no ownership dispute or controversy on
34
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
gratuitously the transferred assets. Except some
transferred to housing estate requires the consent of
Shenzhen pledgee due to the pledge set, there is
SEG no legal impediment in going through
Chuangyehui the procedures for change of
Co., Ltd. registration of asset ownership.
2. The Company promises that it will
complete the procedures for change of
registration of asset ownership under
the name of SEG Chuangyehui before
the listed company holds a director
meeting to deliberate the reconstruction
draft.
For any investigated liability,
punishment or other suffered losses
assumed by SEG Chuangyehui due to
breach of such promise or flaws in the
transferred assets, the Company will
make full compensation to SEG
Chuangyehui.
1. As of the date of issuing the
commitment letter, SEG Kangle has
nine housing estates whose
construction area totals 12,941.28
square meters. The actual right holder
of the 902 square meters of floor 1 in
Kangle Industrial Building No. 1 is
On completing SEG Group, but due to the rules of
the asset Shenzhen municipality that only the
ownership whole of an industrial building can be
certificate for transferred, the procedures for split and
February 03, In
SEG Group the land and transfer registration of such part have Long-term
2016 progress
housing estate not been gone through yet. The actual
of the subject right-holder of room 508 in SEG
company and residential building No. 4 Block is SEG
its subsidiaries Kangle but is registered under the
name of SEG Group and the procedure
of transferring ownership has not been
completed.
The Company promises that the parties
have no dispute or controversy on the
ownership of the aforesaid two housing
estates, i.e. the registered right-holder
35
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
and actual right-holders of the former
are SEG Kangle & SEG Group
respectively, and that of the latter are
SEG Group & SEG Kangle
respectively, and that SEG Group will
fully assist SEG Kangle in completing
the procedures of split and transfer
registration for the said housing estates.
After the reconstruction, SEG Group
will make full compensation to SHEN
SEG for any losses suffered by SHEN
SEG due to the said estate ownership
issues.
2. The assembling workshop plant,
which is the construction in progress
used as capital contribution to SEG
Real Estate by SEG Group, is floor 4 of
SEG Industrial Building No. 2 Block
(Real Estate Certificate No.: SHEN
FANG DI ZI No. 3000759297) and its
total area is 1,936.71 square meters.
This estate has been delivered to and
used by SEG Real Estate since the time
of capital contribution; however, due to
no certificate was applied at that time,
the estate cannot go through the
procedure of transfer registration. In
addition, due to office clerk’s
negligence, the estate was registered
under the name of SEG Group together
with other SEG industrial buildings
owned by SEG Group. Later, due to the
rules of Shenzhen municipality that
only the whole of an industrial building
can be transferred, the procedure of
transfer registration of such estate has
not been gone through yet. Since the
date of capital contribution, SEG Real
Estate has been occupying and using
this estate and obtaining corresponding
operation incomes. The Company will
fully assist SEG Real Estate in
completing the procedure of transfer
registration for the said estate. After the
36
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
reconstruction, SEG Group will make
full compensation to SHEN SEG for
any losses suffered by SHEN SEG due
to the estate ownership issues.
3. The Company will fully assist,
promote and push forward the subject
company and its subsidiaries in
completing the ownership registration
of land and housing estate and
regulating the use of land.
4. If the land use right and housing
estate of the subject company and its
subsidiaries existed before the
completion of reconstruction is in any
one of the following circumstances: (1)
in the process of applying for the
ownership certificate of land use right
but the housing estate procedures
cannot be gone through in time (save
that it is resulted from force majeure,
laws, policies, government
management behaviors, change of
planned land use and other factors not
on the part of the subject company and
its subsidiaries); or (2) cannot apply for
relevant certificates of land use right
and housing estate ownership (save that
it is resulted from force majeure, laws,
policies, government management
behaviors, change of planned land use
and other factors not on the part of the
subject company and its subsidiaries);
or (3) other land use right and housing
estate are not standard (save that it is
resulted from force majeure, laws,
policies, government management
behaviors, change of planned land use
and other factors not on the part of the
subject company and its subsidiaries),
and the subject company and its
subsidiaries suffer actual losses
including but not limited to
compensation, penalties, expenditures
and benefit lost, the Company will
37
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
make timely and full compensation to
the subject company and its
subsidiaries.
Before the issuance date of the
reconstruction report, SEG Group will
complete the registration procedure of
transferring floor 4 in SEG Industrial
Building No. 2 Block under the name
of SEG Real Estate. If SEG Group fails
On the to complete the matter in time, it agrees
transfer to immediately make the monetary Before the
registration of compensation of RMB 1.50 million completio
February 19, In
SEG Group floor 4 in SEG which was the amount of then capital n of
2016 progress
Industrial contribution and graciously provide reconstruc
Building No. 2 such housing estate to SEG Real Estate tion
Block for use until the transfer registration is
completed. If SEG Real Estate suffers
any operation loss or other economic
loss due to the failure of completing
such procedure in time, SEG Group
agrees to make full compensation to
SEG Real Estate.
1. The Company promises that as of
October 31, 2015, the controlling
shareholder or other related persons
would completely returned the funds of
SHEN SEG or the subject company
occupied for non-operating matters
before the general shareholder meeting
On horizontal of SHEN SEG on deliberating the
competition, reconstruction plan is held;
related 2. After the reconstruction, the
February 03, In
SEG Group transaction Company ensures that the finance of Long-term
2016 progress
and the listed company is independent and
occupation of that no irregular occupation of the
funds listed company funds will occur;
3. The Company follows and urges the
listed company to follow the Corporate
Governance Standards for Listed
Companies, the Notice on Several
Issues Concerning the Regulation of
Funds Flow Between a Listed
Company and Its Related Parties and
38
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
the External Guarantee of the Listed
Company, the Stock Listing Rules of
Shenzhen Stock Exchange, and other
laws, administrative regulations,
departmental rules, regulatory
documents and the business rules of
Shenzhen Stock Exchange to improve
the awareness of law observance and
compliance;
4. To exercise the right of shareholders
according to law and not to abuse such
right to damage the interest of the listed
company and other shareholders;
5. To optimize the governance structure
of the listed company, improve internal
control system and regulate the
function of boards of directors,
supervisors and shareholders, thus fully
playing the functions and supervisory
role of independent boards of directors
and supervisors and constraining the
decision-making and operation acts of
the controlling shareholder and the
actual controller;
6. To perform information disclosure
obligation strictly in accordance with
relevant provisions, actively cooperate
with the listed company in doing a
satisfactory job of information
disclosure, inform the significant
events occurred or about to occur in
time, and ensure the truth, accuracy,
completeness, timeliness and fairness
of information disclosure.
If the Company breaks the aforesaid
commitments, it will bear all losses
thus caused to SHEN SEG, the subject
company and its other controlled
companies, enterprises or other
economic organizations.
On enterprises With regards to the abnormal operating
February 03, In
SEG Group operating enterprises (including but not limited to Long-term
2016 progress
abnormally those having their business license
39
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
revoked or operation closed)
subordinated to the subject company
and resulted from historical leftover
issues or other reasons, the Company
will fully assist, promote and push
forward the subject company in going
through corresponding cancellation
procedures.
After the reconstruction, if the subject
company or the listed company is held
accountable, punished or suffers any
losses in the future due to the abnormal
operation of such companies and the
failure of going through the
cancellation procedures in time, SEG
Group will assume related legal
responsibilities and make full
compensation to the subject company
or the listed company.
According to the Article Five of the
Equity Transfer Agreement signed by
the Company with SEG Group when
the Company was listed, SEG Group
agreed that the Company and its
subsidiaries and associated companies
to use the eight trademarks registered
by SEG Group at the State Trademark July 01, In
SEG Group Long-term
Bureau; SEG Group agrees that the 1996 progress
Company uses the aforesaid
Commitment made at trademarks or similar signs as the
the time of initial public Company’s logo and uses the
offerings or refinancing trademarks and signs during its
operation; the Company needs not pay
any fee to SEG Group for using the
aforesaid trademarks or signs.
On horizontal Shenzhen Securities Regulatory Bureau
competition, pointed out that “There is an issue of
related horizontal competition in the business
September In
SEG Group transaction of electronics markets between your Long-term
14, 2007 progress
and company and SEG Group” during the
occupation of spot inspection in 2007; and the
funds Company received the Letter of
40
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Commitment in writing from SEG
Group on September14, 2007, which
said: "SEG Group and Shenzhen SEG
Co., Ltd. (SHEN SEG) have similar
business in electronics markets in
Shenzhen due to historical reasons and
the objective background of market
development. Our Group hereby
promises that we will not individually
operate in the same city a market
whose business is similar with that of
Shenzhen SEG. "
From
February
1, 2011 to
January
31, 2016,
totaling
five years,
and the
The 6th interim meeting of the 5th
entrustme
Board of Directors held on January 26,
nt contract
2011 reviewed and approved the
was
Proposal of Solving the Horizontal
expired
Competition between the Company and
within this
On horizontal Its Controlling Shareholder. After
report
competition, friendly consultation, SEG Group
period. As
related agreed to entrust the Company to
January 26, of the end In
SEG Group transaction operate and manage with full authority
2011 of the progress
and SEG Communications Market
report
occupation of originally under direct management of
period, the
funds SEG Group. Therefore, the two parties
above-me
have signed the entrustment operation
ntioned
and management contract, and SEG
contract
Group will pay the Company RMB
has been
200,000 Yuan as entrust management
renewed.
expenses.
The
contract
term lasts
from
February
01, 2016
to January
31, 2017.
41
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Commitment of equity
Not applicable
incentives
With confidence in the prospect of
China's economy and the development
of the Company, and with the objective
to co-maintain the stable market and
promote a sustainable, stable and
On the
healthy development of the Company, July 09, Twelve In
SEG Group restricted sales
the controlling shareholder of the 2015 months progress
of shares
Company Shenzhen SEG Group Co.,
Ltd. makes a commitment not to
unload the shares of the Company
within the coming twelve months
following July 9.
Directors, With confidence in the prospect of the
Other commitments Supervisors, and Company and rational judgment of the
made to the medium Senior share price, and with the objective to
and small shareholders Executives co-maintain the stable market, promote
of the Company a sustainable, stable and healthy
development of the Company and
protect the interests of medium and
small shareholders, directors,
On share supervisors, and senior executives July 09, Six In
increase commit themselves to purchase from 2015 months progress
the secondary market or increase share
holdings with their own funds within
six months after July 14 when the
trading of shares is resumed, not to
unload shares, not to engage in insider
trading, not to trade shares or engage in
short-swing trading in the sensitive
period.
Whether commitments
Yes
were fulfilled on time
If the commitments are
not completely fulfilled
as scheduled, the
N/A
resulting reason and the
further plan should be
detailed.
42
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
IV. Estimation of the business performance from January to June in 2016
Warning and reasons for forecasts on the loss of the accumulated net profit from the year beginning to the end of next report period
or the sharp year-on-year changes in net profit
□ Applicable √ Not applicable
V. Investment in securities
√ Applicable □ Not applicable
Share-hol
Initial
Initial Shares Shares ding Gains and
Abbreviat sharehold Ending
Type of Code of investmen held at held at proportio losses in Accounti Source of
ion of ing book
securities securities t cost period period n at the report ng item shares
securities percentag value
(Yuan) beginning end period period
e
end (%)
Available
Youhao 571,633.8 -for-sale Initial
Stock 600778 90,405.00 60,683 0.04% 60,683 0.04%
Group 6 financial share
assets
Long-ter
Huakong 279,307,0 201,345,0 201,345,0 179,251,1 -2,597,37 m equity Initial
Share 000068 20.00% 20.00%
SEG 46.38 33 33 67.88 0.99 investmen share
t
Available
SEG
8,275,321 13,515,39 -for-sale Initial
Others 832770 Navigatio 7,500,000 11.38% 7,500,000 11.38%
.43 2.83 financial share
ns
assets
287,672,7 208,905,7 208,905,7 193,338,1 -2,597,37
Total -- -- -- --
72.81 16 16 94.57 0.99
VI. Investment in derivatives
□ Applicable √ Not applicable
No investment in derivatives is involved within the report period.
VII. Registration form for investigations, communication and interviews in the report period
√ Applicable □ Not applicable
Time Means Type Basic information on investigation
Inquired about the progress of major
January 04, 2016 Phone call Individual asset restructuring. The Company replied
according to the disclosed progress.
43
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Inquired about the progress of major
January 07, 2016 Phone call Individual asset restructuring. The Company replied
according to the disclosed progress.
Inquired about the progress of major
January 08, 2016 Phone call Individual asset restructuring. The Company replied
according to the disclosed progress.
Inquired about the progress of major
February 01, 2016 Phone call Individual asset restructuring. The Company replied
according to the disclosed progress.
Inquired about the progress of major
February 02, 2016 Phone call Individual asset restructuring. The Company replied
according to the disclosed progress.
Inquired about the reply on the Letter of
Inquiry on the Reconstruction of
Shenzhen SEG Co., Ltd. from Shenzhen
Stocks Exchange. The Company replied
that it had quickly organized
February 19, 2016 Phone call Individual
intermediaries to carefully study the
Letter, carried out and replied relevant
issues item by item and , and asked the
investors to follow the company
announcement to be released soon.
Inquired about the reply on the Letter of
Inquiry on the Reconstruction of
Shenzhen SEG Co., Ltd. from Shenzhen
Stocks Exchange. The Company replied
that it had quickly organized
February 20, 2016 Phone call Individual
intermediaries to carefully study the
Letter, carried out and replied relevant
issues item by item and , and asked the
investors to follow the company
announcement to be released soon.
Inquired when the Company would
resume trading of shares. The Company
February 22, 2016 Phone call Individual
replied according to the disclosed
progress.
Inquired when the Company would
resume trading of shares. The Company
February 23, 2016 Phone call Individual
replied according to the disclosed
progress.
Inquired about the contributed capital in
February 25, 2016 Phone call Individual
the major asset reconstruction. The
44
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Company replied according to the
disclosed reconstruction plan.
Inquired whether the Company stock
price did not go up after resumption and
the Company did not release important
February 26, 2016 Phone call Individual
notices. The Company replied there was
no information which should have been
disclosed.
Inquired whether the Company stock
price did not go up after resumption and
the Company did not release important
February 27, 2016 Phone call Individual
notices. The Company replied there was
no information which should have been
disclosed.
Inquired the number of shareholders as
of February 29. The Company provided
March 01, 2016 Phone call Individual the information released by the
Securities Depository and Clearing
Corporation.
Inquired the number of shareholders as
of March 15. The Company replied
March 15, 2016 Phone call Individual according to the register of shareholders
released by the Securities Depository
and Clearing Corporation.
Inquired the time for disclosing the
annual report. The Company replied that
March 22, 2016 Phone call Individual
the annual report was to be disclosed on
March 30, 2016.
Inquired about the Q1 financial data.
The Company suggested the investor
March 31, 2016 Phone call Individual
follow the 2016 Q1 Report to be
disclosed soon.
VIII. Violating external guarantee issues
□ Applicable √ Not applicable
No violating foreign guarantee issue is involved in the report period.
IX. Non-operating capital occupation on the listed company by the controlling shareholder
and related parties
□ Applicable √ Not applicable
45
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
No non-operating capital occupation on the listed company by the controlling shareholders and related parties is involved in the
report period.
46
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Chapter 4 Financial Statements
I. Consolidated financial statements
1. Consolidated Balance Sheet
Prepared by: Shenzhen SEG Co., Ltd.
March 31, 2016
Unit: Yuan
Item Closing balance Opening balance
Current assets:
Monetary funds 288,681,276.21 276,863,429.10
Deposit reservation for balance
Loans to other banks 40,000,000.00 40,000,000.00
Financial assets measured by fair value
with changes included in current profit
and loss
Derivative financial assets
Notes receivable
Accounts receivable 97,946,549.88 98,212,422.87
Prepayment 71,343,054.38 129,044,887.26
Premiums receivable
Reinsurance accounts receivable
Reinsurance deposit receivable
Interest receivable
Dividends receivable
Other accounts receivable 34,151,517.72 27,352,784.33
Redemptory monetary capital for resale
Inventory 531,074,556.51 450,809,934.72
Held-for-sale assets
Non-current assets due within one year
Other current assets 294,425,777.87 339,430,419.74
Total current assets 1,357,622,732.57 1,361,713,878.02
Non-current assets:
Loans and prepayment issued 486,228,822.08 475,520,822.08
47
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Available-for-sale financial assets 34,367,026.69 34,539,973.24
Held-to-maturity investment
Long-term receivables
Long-term equity investment 182,319,108.94 185,122,573.88
Investment properties 439,181,237.25 443,851,726.40
Fixed assets 36,859,675.47 37,524,425.25
Construction in progress 420,984.13 140,810.00
Engineering materials
Disposal of fixed assets
Productive biological assets
Oil & gas assets
Intangible assets 1,072,136.22 1,143,762.11
Development expenses
Goodwill 10,328,927.82 10,328,927.82
Long-term expenses to be amortized 51,923,426.19 49,235,999.86
Deferred income tax assets 10,433,814.57 10,433,814.57
Other non-current assets 5,103,811.14
Total non-current assets 1,253,135,159.36 1,252,946,646.35
Total assets 2,610,757,891.93 2,614,660,524.37
Current liabilities:
Short-term borrowing 408,679,630.48 367,759,630.48
Loans from central bank 0.00 0.00
Deposits from customer and interbank 0.00 0.00
Loans from other banks 0.00 0.00
Financial liabilities measured by fair 0.00 0.00
value with changes included in current
profit and loss
Derivative financial liabilities 0.00 0.00
Notes payable 0.00 0.00
Accounts payable 70,212,572.78 89,908,781.98
Prepayment from customers 129,451,468.57 190,430,121.05
Financial assets sold for repurchase 0.00 0.00
Service charges and commissions 0.00 0.00
payable
Payroll payable 11,174,380.18 21,849,134.16
48
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Taxes payable 52,242,911.13 34,645,030.07
Interest payable 0.00 516,758.34
Dividends payable 2,126,400.10 2,218,224.58
Other payables 195,205,679.46 194,329,885.69
Reinsurance accounts payable 0.00 0.00
Insurance deposit 0.00 0.00
Brokerage deposits of customer 0.00 0.00
Brokerage deposits of underwriting 0.00 0.00
securities
Held-for-sale liabilities 0.00 0.00
Non-current liabilities due within one 0.00 0.00
year
Other current liabilities 0.00 0.00
Total current liabilities 869,093,042.70 901,657,566.35
Non-current liabilities:
Long-term borrowing 0.00 0.00
Bonds payable 0.00 0.00
Preferred stock 0.00 0.00
Perpetual capital securities 0.00 0.00
Long-term payables 0.00 0.00
Payroll payable 0.00 0.00
Special payables 0.00 0.00
Estimated liabilities 7,000,000.00 7,000,000.00
Deferred income 9,634,114.77 9,634,114.77
Deferred income tax liabilities 15,703,634.28 16,024,102.35
Other non-current liabilities
Total non-current liabilities 32,337,749.05 32,658,217.12
Total liabilities 901,430,791.75 934,315,783.47
Owners' equity:
Share capital 784,799,010.00 784,799,010.00
Other equity instruments 0.00 0.00
Preferred stock 0.00 0.00
Perpetual capital securities 0.00 0.00
Capital reserve 506,553,643.41 506,545,831.11
Less: Treasury shares 0.00 0.00
49
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Other comprehensive income 240,301.62 326,662.48
Special reserve 0.00 0.00
Surplus reserve 109,922,336.87 109,922,336.87
General risk provision 0.00 0.00
Undistributed profits 91,228,498.74 73,532,388.70
Total owners' equity attributable to the 1,492,743,790.64 1,475,126,229.16
parent company
Minority shareholders' equity 216,583,309.54 205,218,511.74
Total owners' equity 1,709,327,100.18 1,680,344,740.90
Total liabilities and owners' equity 2,610,757,891.93 2,614,660,524.37
Legal representative: Wang Li Person in charge of accounting: Liu Zhijun Responsible person of the accounting
institution: Ying Huadong
2. Balance Sheet of the Parent Company
Unit: Yuan
Item Closing balance Opening balance
Current assets:
Monetary funds 185,794,680.46 186,369,470.58
Financial assets measured by fair value
with changes included in current profit
and loss
Derivative financial assets
Notes receivable
Accounts receivable
Prepayment 150,215.00 418,544.10
Interest receivable
Dividends receivable
Other accounts receivable 622,948,477.58 570,671,617.38
Inventory 775,088.25 112,715.50
Held-for-sale assets
Non-current assets due within one year
Other current assets 373,500,000.00 393,166,401.54
Total current assets 1,183,168,461.29 1,150,738,749.10
Non-current assets:
50
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Available-for-sale financial assets 33,515,392.83 33,515,392.83
Held-to-maturity investment
Long-term receivables
Long-term equity investment 462,302,635.18 455,106,100.12
Investment properties 281,770,082.43 284,399,860.14
Fixed assets 19,344,219.84 19,458,584.25
Construction in progress 420,984.13 140,810.00
Engineering materials
Disposal of fixed assets
Productive biological assets
Oil & gas assets
Intangible assets 575,634.38 622,054.24
Development expenses
Goodwill
Long-term expenses to be amortized 8,268,169.81 7,000,181.66
Deferred income tax assets 8,242,045.89 8,242,045.89
Other non-current assets
Total non-current assets 814,439,164.49 808,485,029.13
Total assets 1,997,607,625.78 1,959,223,778.23
Current liabilities:
Short-term borrowing 355,000,000.00 315,000,000.00
Financial liabilities measured by fair
value with changes included in current
profit and loss
Derivative financial liabilities
Notes payable 0.00 0.00
Accounts payable 115,075.52 36,075.52
Prepayment from customers 31,746,019.99 42,704,620.99
Payroll payable 6,512,359.23 13,652,201.42
Taxes payable 24,878,775.67 10,033,418.41
Interest payable 0.00 477,402.78
Dividends payable 119,803.29 119,803.29
Other payables 82,290,926.12 95,119,560.37
Held-for-sale liabilities
Non-current liabilities due within one 0.00 0.00
51
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
year
Other current liabilities 0.00 0.00
Total current liabilities 500,662,959.82 477,143,082.78
Non-current liabilities:
Long-term borrowing 0.00 0.00
Bonds payable 0.00 0.00
Preferred stock 0.00 0.00
Perpetual capital securities 0.00 0.00
Long-term payables 0.00 0.00
Payroll payable 0.00 0.00
Special payables 0.00 0.00
Estimated liabilities 7,000,000.00 7,000,000.00
Deferred income 9,500,000.00 9,500,000.00
Deferred income tax liabilities 0.00 0.00
Other non-current liabilities
Total non-current liabilities 16,500,000.00 16,500,000.00
Total liabilities 517,162,959.82 493,643,082.78
Owners' equity:
Share capital 784,799,010.00 784,799,010.00
Other equity instruments 0.00 0.00
Preferred stock 0.00 0.00
Perpetual capital securities 0.00 0.00
Capital reserve 507,781,650.13 507,773,837.83
Less: Treasury shares 0.00 0.00
Other comprehensive income 0.00 0.00
Special reserve 0.00 0.00
Surplus reserve 109,922,336.87 109,922,336.87
Undistributed profits 77,941,668.96 63,085,510.75
Total owners' equity 1,480,444,665.96 1,465,580,695.45
Total liabilities and owners' equity 1,997,607,625.78 1,959,223,778.23
3. Consolidated Profit Statement
Unit: Yuan
Item Amount incurred in the current period Amount incurred in the previous period
52
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
I. Total operating revenue 207,691,338.31 201,742,250.86
Including: Operating revenue 191,126,945.65 191,029,218.56
Interest income 14,359,892.66 10,686,736.19
Earned premiums 0.00
Service charge and commission income 2,204,500.00 26,296.11
II. Total operating cost 164,180,925.54 164,200,736.22
Including: Operating cost 143,442,005.77 142,109,576.55
Interest expenses 445,888.89 2,066,755.56
Commissions 0.00
Surrender value 0.00
Net compensation pay-outs 0.00
Net insurance deposit accrued 0.00
Insurance dividends 0.00
Reinsurance expenses 0.00
Operating tax and surcharges 6,526,579.35 6,369,343.37
Sale expenses 442,564.94 459,391.03
Management expenses 9,477,333.51 7,507,219.31
Financial cost 3,846,553.08 4,943,864.72
Loss from asset impairment 0.00 744,585.68
Income from change of fair value (enter 0.00
"-" for loss)
Income from investment (enter "-" for -388,373.34 2,736,686.86
loss)
Including: Income from investment in -2,803,464.94 -2,088,190.80
joint ventures and associated enterprises
Income from exchange (enter "-" for loss) 0.00
III. Operating profit (enter "-" for loss) 43,122,039.43 40,278,201.50
Add: Non-operating revenue 202,559.94 317,029.50
Including: Gains on disposal of 0.00
non-current assets
Less: Non-operating expenses 8,785.89 23,408.91
Including: Loss from disposal of 8,185.25
non-current assets
IV. Total profit (enter "-" for total loss) 43,315,813.48 40,571,822.09
Less: Income tax 14,211,556.59 11,519,298.89
53
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
V. Net profit (enter "-" for net loss) 29,104,256.89 29,052,523.20
Net profit attributable to owners of the 17,696,110.04 21,348,553.12
parent company
Profit and loss of minority shareholders 11,408,146.85 7,703,970.08
VI. After-tax net amount of other -129,709.91 97,396.21
comprehensive incomes
Total owners' net of tax of other -86,360.86 64,846.40
comprehensive incomes attributable to
the parent company
(I). Other comprehensive incomes not to 0.00
be reclassified into profit and loss in the
future
1. Changes of net liabilities or net assets 0.00
of the re-measured defined benefit plans
2. Shares of the investee of other 0.00
comprehensive incomes not to be
reclassified into profit and loss under the
equity method
(II). Other comprehensive incomes to be -86,360.86 64,846.40
reclassified into profit and loss
1. Shares of the investee of other 0.00
comprehensive incomes to be reclassified
into profit and loss under the equity
method
2. Profit and loss from fair value changes -86,360.86 64,846.40
of the available-for-sale financial assets
3. Held-to-maturity investments 0.00
categorized as profit and loss from the
available-for-sale financial assets
4. Effective gains or loss from cash flows 0.00
5. Foreign currency translation 0.00
differences
6. Others 0.00
Net of tax of other comprehensive -43,349.05 32,549.81
incomes attributable to minority
shareholders
VII. Total comprehensive income 28,974,546.98 29,149,919.41
Total comprehensive income attributable 17,609,749.18 21,413,399.52
to shareholders of the parent company
54
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Total comprehensive income attributable 11,364,797.80 7,736,519.89
to minority shareholders
VIII. Earnings per share
(I). Basic earnings per share 0.0225 0.0272
(II). Diluted earnings per share 0.0225 0.0272
During the merger of enterprises under the control of the same entity in the report period, the net profit of the acquired party realized
before the merger was RMB, and the net profit of the purchased party realized before the merger in the previous period was RMB .
Legal representative: Wang Li Person in charge of accounting: Liu Zhijun Responsible person of the accounting
institution: Ying Huadong
4. Profit Statement of Parent Company
Unit: Yuan
Item Amount incurred in the current period Amount incurred in the previous period
I. Operating revenue 25,018,953.94 32,055,262.64
Less: Operating cost 11,153,314.40 12,080,463.34
Operating tax and surcharges 1,415,960.62 1,797,527.76
Sale expenses 0.00 0.00
Management expenses 3,974,315.80 2,733,599.16
Financial cost -6,877,232.11 3,949,820.68
Loss from asset impairment 0.00 -400,000.00
Income from change of fair value (enter 0.00 0.00
"-" for loss)
Income from investment (enter "-" for 5,350,457.84 7,934,946.64
loss)
Including: Income from investment in -2,803,464.94 -2,088,190.80
joint ventures and associated enterprises
II. Operating profit (enter "-" for loss) 20,703,053.07 19,828,798.34
Add: Non-operating revenue 3,200.00 0.19
Including: Gains on disposal of 0.00 0.00
non-current assets
Less: Non-operating expenses 7,915.25 21,350.50
Including: Loss from disposal of 7,915.25 4,100.50
non-current assets
III. Total profit (enter "-" for total loss) 20,698,337.82 19,807,448.03
Less: Income tax 5,842,179.61 5,342,830.70
55
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
V. Net profit (enter "-" for net loss) 14,856,158.21 14,464,617.33
V. Net of tax of other comprehensive
incomes
1. Other comprehensive incomes not to
be reclassified into profit and loss
(1) Changes of net liabilities or net
assets of the re-measured defined
benefit plans
(2) Shares of the investee of other
comprehensive incomes not to be
reclassified into profit and loss under
the equity method
2. Other comprehensive incomes to be
reclassified into profit and loss
(1) Shares of the investee of other
comprehensive incomes to be
reclassified into profit and loss under
the equity method
(2) Profit and loss from changes of fair
value of the available-for-sale financial
assets
(3) Held-to-maturity investments
categorized as profit and loss from the
available-for-sale financial assets
(4) Effective gains or loss from cash
flows
(5) Foreign currency translation
differences
(6) Others
VI. Total comprehensive income 14,856,158.21 14,464,617.33
VII. Earnings per share
1. Basic earnings per share
2. Diluted earnings per share
5. Consolidated Cash Flow Statement
Unit: Yuan
Item Amount incurred in the current period Amount incurred in the previous period
I. Cash flow from operating activities:
56
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Cash received from sales of goods and 270,339,307.81 363,168,639.74
rendering of services
Net increase in deposits from 0.00
customers and interbank
Net increase in loans from central bank 0.00
Net increase in borrowings from other 0.00
financial institutions
Cash received from the premiums of 0.00
primary insurance contracts
Net cash received from reinsurance 0.00
business
Net increase in policyholder deposits 0.00
and investment
Net increase in financial assets 0.00
measured by fair value with changes
included in current profit and loss
Cash received from interest and 14,852,335.86 18,488,846.37
commissions
Net increase in loans from other banks 0.00
Net increase in redemption capital 0.00
Tax refunds 15,225,827.36 88,433,998.57
Other cash received relating to 162,789,008.97 153,340,389.27
operating activities
Subtotal of cash inflow from operating 463,206,480.00 623,431,873.95
activities
Cash paid for goods and service 339,076,843.01 458,011,469.10
Net increase in loans to customers and 10,708,000.00 36,505,671.00
prepayment
Net increase in deposits with central 0.00
bank and interbank
Cash paid for compensation pay-outs 0.00
of primary insurance contracts
Cash paid for interest, service charge, 14,567.39 4,773.87
and commission
Cash paid as insurance dividends 0.00
Cash paid to and on behalf of 30,268,885.36 26,984,453.72
employees
Taxes paid 14,231,547.00 21,844,523.26
57
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Other cash paid relating to operating 99,651,397.66 117,910,610.54
activities
Subtotal of cash outflow in operating 493,951,240.42 661,261,501.49
activities
Net cash flow from operating activities -30,744,760.42 -37,829,627.54
II. Cash flows from investing activities:
Cash received from withdrawal of 222,800,000.00 564,986,772.09
investment
Cash received from investment income 2,415,091.60 4,548,451.09
Net cash received from disposal of 0.00 0.00
fixed assets, intangible assets and other
long-term assets
Net cash received from disposal of 0.00 0.00
subsidiaries and other business units
Other cash received relating to 0.00
investing activities
Subtotal of cash inflow from investing 225,215,091.60 569,535,223.18
activities
Cash paid for purchase and 2,481,803.74 2,231,465.50
construction of fixed assets, intangible
assets and other long-term assets
Cash paid for investment 170,200,000.00 666,902,394.54
Net increase in mortgage loans 0.00 0.00
Net cash paid for acquisition of 0.00
subsidiaries and other business units
Other cash paid relating to investing 0.00 0.00
activities
Subtotal of cash outflow in investing 172,681,803.74 669,133,860.04
activities
Net cash flow from investing activities 52,533,287.86 -99,598,636.86
III. Cash flow from financing
activities:
Cash received by absorbing investment 0.00 0.00
Including: Cash received by 0.00 0.00
subsidiaries from investment of
minority shareholders
Borrowings received 100,920,000.00 80,000,000.00
Cash received from bond issue 0.00 0.00
58
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Other cash received relating to 7,812.30 0.00
financing activities
Subtotal of cash inflow from financing 100,927,812.30 80,000,000.00
activities
Cash repayment of debts 60,000,000.00 59,246,687.38
Cash paid for dividend and profit 5,255,832.08 2,705,734.42
distribution or interest repayment
Including: Dividends and profit paid by 0.00 0.00
subsidiaries to minority shareholders
Other cash paid relating to financing 45,642,660.55 59,712,120.18
activities
Subtotal of cash outflow in financing 110,898,492.63 121,664,541.98
activities
Net cash flow arising from financing -9,970,680.33 -41,664,541.98
activities
IV. Influence of exchange rate 0.00 0.00
fluctuation on cash and cash
equivalents
V. Net increase of cash and cash 11,817,847.11 -179,092,806.38
equivalents
Add: Opening balance of cash and cash 275,523,429.10 382,056,680.70
equivalents
VI. Closing balance of cash and cash 287,341,276.21 202,963,874.32
equivalents
6. Cash Flow Statement of the Parent Company
Unit: Yuan
Item Amount incurred in the current period Amount incurred in the previous period
I. Cash flow from operating activities:
Cash received from sales of goods and 25,939,842.53 20,686,855.63
rendering of services
Tax refunds 0.00 0.00
Other cash received relating to 62,012,830.65 47,259,414.68
operating activities
Subtotal of cash inflow from operating 87,952,673.18 67,946,270.31
activities
Cash paid for goods and service 19,456,315.88 16,515,352.87
59
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
Cash paid to and on behalf of 12,605,752.99 9,947,346.96
employees
Taxes paid 2,211,219.51 10,646,562.67
Other cash paid relating to operating 107,985,541.80 146,150,832.27
activities
Subtotal of cash outflow in operating 142,258,830.18 183,260,094.77
activities
Net cash flow from operating activities -54,306,157.00 -115,313,824.46
II. Cash flows from investing activities:
Cash received from withdrawal of 223,000,000.00 598,500,000.00
investment
Cash received from investment income 8,266,422.78 9,556,491.03
Net cash received from disposal of 0.00 400,000.00
fixed assets, intangible assets and other
long-term assets
Net cash received from disposal of 0.00 0.00
subsidiaries and other business units
Other cash received relating to 0.00 0.00
investing activities
Subtotal of cash inflow from investing 231,266,422.78 608,456,491.03
activities
Cash paid for purchase and 0.00 8,975.00
construction of fixed assets, intangible
assets and other long-term assets
Cash paid for investment 213,000,000.00 683,600,000.00
Net cash paid for acquisition of 0.00 0.00
subsidiaries and other business units
Other cash paid relating to investing 0.00
activities
Subtotal of cash outflow in investing 213,000,000.00 683,608,975.00
activities
Net cash flow from investing activities 18,266,422.78 -75,152,483.97
III. Cash flow from financing
activities:
Cash received by absorbing investment 0.00 0.00
Borrowings received 90,000,000.00 50,000,000.00
Cash received from bond issue 0.00 0.00
Other cash received relating to 7,812.30 0.00
60
Full Text of 2016 Q1 Report of Shenzhen SEG Co., Ltd.
financing activities
Subtotal of cash inflow from financing 90,007,812.30 50,000,000.00
activities
Cash repayment of debts 50,000,000.00 0.00
Cash paid for dividend and profit 4,317,625.00 2,049,444.45
distribution or interest repayment
Other cash paid relating to financing 0.00 0.00
activities
Subtotal of cash outflow in financing 54,317,625.00 2,049,444.45
activities
Net cash flow arising from financing 35,690,187.30 47,950,555.55
activities
IV. Influence of exchange rate 0.00 0.00
fluctuation on cash and cash
equivalents
V. Net increase of cash and cash -349,546.92 -142,515,752.88
equivalents
Add: Opening balance of cash and cash 186,144,227.38 204,395,253.65
equivalents
VI. Closing balance of cash and cash 185,794,680.46 61,879,500.77
equivalents
II. Auditor's Report
Has the first quarterly report been audited?
□ Yes √ No
The Q1 report is not audited.
61
首页
微信公众号
证券之星APP
