Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Security code: 000058, 200058 Security name: SHEN SEG, SHEN SEG B Announcement No.:2016-092
Shenzhen SEG Co., Ltd.
2016 Q3 Report
October 2016
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Definition
Refers
Definition Description
to
refers
This Company, the Company Shenzhen SEG Co., Ltd.
to
refers
Shenzhen SEG Group Co., Ltd. Shenzhen SEG Group Co., Ltd.
to
refers
Huakong SEG Shenzhen Huakong SEG Co., Ltd.
to
refers
SEG Baohua Shenzhen SEG Baohua Enterprise Development Co., Ltd.
to
refers
Xi'an SEG Xi’an SEG Electronics Market Co., Ltd.
to
refers
Suzhou SEG Suzhou SEG Electronics Market Management Co., Ltd.
to
refers
Xi'an Hairong SEG Xi’an Hairong SEG Electronics Market Co., Ltd.
to
refers
Nanjing SEG Shenzhen SEG Electronics Market Management Co., Ltd.
to
refers
Nantong SEG Nantong SEG Times Square Management Co., Ltd.
to
refers
Changsha SEG Changsha SEG Development Co., Ltd.
to
refers
SEG Industry Shenzhen SEG Industrial Investment Co., Ltd.
to
refers
SEG E-Commerce Shenzhen SEG E-Commerce Co., Ltd.
to
refers
SEG Credit Shenzhen SEG Credit Co., Ltd.
to
refers
Wuxi SEG Wuxi SEG Electronics Market Co., Ltd
to
refers
Nanning SEG Nanning SEG Digital Plaza Management Co., Ltd.
to
refers SegMaker is a wholly-owned subsidiary of SEG, a subsidiary with 100%
SegMaker
to share capital held by SEG Group
refers State-owned Assets Supervision and Administration Commission of
Shenzhen SASAC
to Shenzhen Municipality
refers Shenzhen Securities Regulatory Bureau of China Securities Regulatory
Shenzhen Securities Regulatory Bureau
to Commission
Unless otherwise specified, the amount referred refers
Amount in RMB
to in the report to
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Chapter 1 Important Notice
The Board of Directors, the Board of Supervisors, the directors, the
supervisors, and the senior executives guarantee that the quarterly report is
authentic, accurate, and complete and has no false records, misleading
statements or major omissions, and that they undertake joint and several legal
liabilities.
All the directors have attended the meeting of the Board of Directors and
reviewed the quarterly report.
Chairman of the Board Wang Li, the Chief Financial Officer Liu Zhijun
and the responsible person of the accounting institution (accountant in charge)
Ying Huadong hereby declare that the Financial Statements enclosed in this
quarterly report are true, accurate and complete.
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Chapter 2 Main Financial Data and Shareholder Change
I. Major accounting data and financial indexes
Are retrospective adjustments made to previous financial statements due to accounting policy changes or accounting errors?
□ Yes √ No
Period-end amount Year-end amount YoY increase/decrease
Total assets (Yuan) 2,509,809,592.55 2,614,660,524.37 -4.01%
Net assets attributable to
shareholders of the listed company 1,493,688,009.33 1,475,126,229.16 1.26%
(Yuan)
Amount from the
beginning of the year YoY increase/decrease
The report period YoY increase/decrease
to the end of the report up to the report period
period
Operating revenue (Yuan) 139,478,273.85 -28.39% 502,151,510.70 -11.80%
Net profit attributable to
shareholders of the listed company 15,422,191.47 111.83% 42,278,461.89 0.22%
(Yuan)
Net profit attributable to
shareholders of the listed company
15,912,414.05 134.62% 44,608,873.52 7.54%
after deduction of non-recurring
gains and losses (Yuan)
Net cash flow arising from
- - -83,427,796.65 -
operating activities (Yuan)
Basic EPS (Yuan/Share) 0.0197 107.37% 0.054
Diluted EPS (Yuan/Share) 0.0197 107.37% 0.054
Weighted average ROE 1.04% 0.11% 2.85% -2.53%
Unit: Yuan
Amount from the beginning
Item of the year to the end of the Remarks
report period
Gains and losses on disposal of non-current assets (including the
-10,988.73 Loss from disposal of fixed assets
write-off of assets depreciation reserves)
Mainly the special reward (RMB
Government subsidy included in the current profit and loss
50,000) for the development of
(closely related to enterprise business, excluding quoted or 119,322.06
the service industry from Suzhou
quantitative government subsidy according to national uniform
Wujiang Finance Bureau and the
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
standard) support fund (RMB 53,400) for
SEG e-commerce trading
platform of Shenzhen Economy
and Trade Information
Committee.
Additional accrual of Nanning
SEG litigation compensation
Other non-operating income and expenses except the
-3,073,169.32 expense is RMB 3,700,000.
above-mentioned items
Others are income from merchant
compensation.
Less: Amount of affected income tax -833,740.10
Amount of influence of minority shareholders’ equity (after
199,315.74
tax)
Total -2,330,411.63 -
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 shares held by top 10 shareholders at the end of the
report period
1. Total number of ordinary shareholders and preferred shareholders restored with voting rights and
shares held by top 10 shareholders
Unit: Share
Total number of ordinary Total number of preferred
shareholders at the end of the report 81,310 shareholders restored with the 0
period voting rights (if any)
Shares held by top 10 shareholders
Quantity of Information on pledged or frozen
Name of Nature of Proportion of
Shares held restricted shares shares
shareholder shareholder shareholding
held Share status Quantity
Shenzhen SEG State-owned legal
30.24% 237,359,666 0
Group Co., Ltd. person
Domestic natural
Liu Guocheng 0.85% 6,739,002 0
person
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Domestic natural
Zhang Jiao 0.52% 4,046,989 0
person
Domestic natural
Liu Guohong 0.42% 3,300,258 0
person
Overseas natural
Gong Qianhua 0.37% 2,940,000 0
person
Domestic natural
Zeng Ying 0.29% 2,300,000 0
person
China Securities
Domestic
Finance
non-state-owned 0.29% 2,271,900 0
Corporation
legal person
Limited
Foreign legal
NORGES BANK 0.24% 1,890,226 0
person
Domestic natural
Wei Jieren 0.18% 1,412,066 0
person
Domestic natural
Hu Chunwan 0.17% 1,385,200 0
person
Information on top 10 shareholders of non-restricted shares
Type of share
Name of shareholder Quantity of unrestricted ordinary shares held
Type of share Quantity
RMB ordinary
Shenzhen SEG Group Co., Ltd. 237,359,666 237,359,666
shares
Domestically
Liu Guocheng 6,739,002 listed foreign 6,739,002
shares
RMB ordinary
Zhang Jiao 4,046,989 4,046,989
shares
Domestically
Liu Guohong 3,300,258 listed foreign 3,300,258
shares
Domestically
Gong Qianhua 2,940,000 listed foreign 2,940,000
shares
Domestically
Zeng Ying 2,300,000 listed foreign 2,300,000
shares
China Securities Finance RMB ordinary
2,271,900 2,271,900
Corporation Limited shares
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Domestically
NORGES BANK 1,890,226 listed foreign 1,890,226
shares
Domestically
Wei Jieren 1,412,066 listed foreign 1,412,066
shares
Domestically
Hu Chunwan 1,385,200 listed foreign 1,385,200
shares
Shenzhen SEG Group Co., Ltd (hereinafter referred to as "SEG Group") has no associated
Explanations on the association
relationship with other shareholders and is not a person acting in concert with other
relationship or concerted action
shareholders as specified in the Management Methods for Disclosure of Information on
among the above-mentioned
Changes of Shareholding Status of Shareholders of Listed Companies. It is unclear whether
shareholders
other shareholders are persons acting in concert.
Information on top 10 ordinary
shareholders participating in Zhang Jiao holds 2,847,801 shares in the credit securities account.
securities margin trading (if any)
Whether the top ten ordinary shareholders of the Company or top ten ordinary shareholders of non-restricted shares conducted agreed
repurchase transactions in the report period?
□ Yes √ No
The top ten ordinary shareholders of the Company or top ten ordinary shareholders of non-restricted shares did not conduct agreed
repurchase transactions in the report period.
2. Total number of preferred shareholders and shares held by top 10 preferred shareholders
□ Applicable √ Not applicable
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Chapter 3 Important Matters
I. Main accounting statements of the report period and changes in financial indicators of
reasons
√ Applicable □ Not applicable
(I) Balance Sheet Statement
Item Closing balance Opening balance Difference Increase or decrease
over the previous
year (%)
Notes receivable 100,792.00 100,792.00
Accounts receivable 68,751,597.89 98,212,422.87 -29,460,824.98 -30.00%
Advances 85,887,752.86 129,044,887.26 -43,157,134.40 -33.44%
Other accounts receivable 60,964,997.67 27,352,784.33 33,612,213.34 122.88%
Inventory 610,981,171.82 450,809,934.72 160,171,237.10 35.53%
Other current assets 190,695,564.93 339,430,419.74 -148,734,854.81 -43.82%
Construction in progress 186,583.94 140,810.00 45,773.94 32.51%
Other non-current assets - 5,103,811.14 -5,103,811.14 -100.00%
Accounts payable 22,763,090.01 89,908,781.98 -67,145,691.97 -74.68%
Payroll payable 7,749,915.62 21,849,134.16 -14,099,218.54 -64.53%
Interest payable 698,717.58 516,758.34 181,959.24 35.21%
Dividends payable 17,302,998.39 2,218,224.58 15,084,773.81 680.04%
Estimated liabilities - 7,000,000.00 -7,000,000.00 -100.00%
1. Notes receivable: increase by RMB 100,000 over the beginning of the period, mainly due to increase in
the rent settled by notes of the holding subsidiary Wujiang SEG Market Management Co., Ltd. in the report
period.
2. Accounts receivable: decrease by RMB 29.46 million or 30% YoY, mainly due to the termination of
supply chain business by SEG E-Commerce because the Company is to transfer equity in the report period.
3. Advance payment: decreases by RMB 43.16 million or 33.44% YoY, mainly due to the termination of
supply chain business by SEG E-Commerce because the Company is to transfer equity and trade business of the
holding subsidiary SEG Industry shrinks in the report period.
4. Other receivables: increase by RMB 33.61 million YoY, or 122.88% YoY, mainly due to (1) mainly due to
the decoration deposit RMB 8.87 million for new outlet at the east gate paid by Mellow Orange Hotel run by the
holding subsidiary SEG Baohua; (2) preliminary security deposit RMB 8.87 million in total for a new project paid
by the headquarters; (3) increase in the current account RMB 10.30 million between the holding subsidiary Wuxi
SEG and Wuxing Xinyuan Construction and Development Co., Ltd.
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5. Inventory: increases by RMB 160.17 million or 35.53% YoY, mainly due to project construction expense
of the Company's wholly-owned subsidiary Nantong SEG in the report period.
6. Other current assets: decrease by RMB 148.73 million or 43.82% YoY, due to decrease in bank financing
amount in the report period.
7. Construction in progress: increases by RMB 50,000 or 32.51%, mainly due to new air-conditioner
installation project of the holding subsidiary Changsha SEG.
8. Other non-current assets: decrease by RMB 5.1 million or 100% YoY, mainly because the prepaid
electronics market transformation project fund in the previous year is carried forward to long-term deferred assets
as the project is completed in the report period.
9. Accounts payable: decrease by RMB 67.15 million or 74.68% YoY, mainly due to the termination of
supply chain business by SEG E-Commerce because the Company is to transfer equity.
10. Payroll payable: decreases by RMB 14.10 million or 64.53% YoY, mainly because salaries and bonuses
accrued in the previous year are paid in the report period.
11. Interest payable: increases by RMB 180,000 or 35.21% YoY, due to interest payable agreed in the
financing contract Transfer and Repurchase of Specific Assets Earnings entered into between the holding
subsidiary SEG Credit and Great Wall Securities.
12. Dividend payable: increases by RMB 15.08 million or 680.04%, mainly due to increase in the dividend
unpaid by the holding subsidiary SEG Credit to minority shareholders.
13. Estimated liabilities: decrease by RMB 7 million or 100% YoY, mainly due to payment of Nanning SEG
litigation compensation expense RMB 13 million. The estimated liabilities accrued in the previous year are
deducted.
(II) Profit Statement
Item Amount Amount of the Difference Increase or
incurred in the previous period decrease over the
current period previous year (%)
Interest expenses 465,888.89 4,206,636.86 -3,740,747.97 -88.92%
Operating tax and surcharges 12,034,935.82 20,059,179.56 -8,024,243.74 -40.00%
Financial cost 3,186,217.90 4,630,265.70 -1,444,047.80 -31.19%
Loss from asset impairment -4,481,512.08 10,015,700.20 -14,497,212.28 -144.74%
Investment income 2,401,978.48 9,485,725.11 -7,083,746.63 -74.68%
Income from investment in joint -6,482,084.00 -4,366,107.86 -2,115,976.14 -48.46%
ventures or associates
Non-operating expenses 3,886,657.87 827,995.29 3,058,662.58 369.41%
Other comprehensive income -82,762.10 316,765.26 -399,527.36 -126.13%
1. Interest expense: decreases by RMB 3.74 million or 88.92% YoY, mainly because the holding subsidiary
SEG Credit repaid all bank loans in Q1. The interest expense decreases as loans decrease.
2. Business tax and surtax: decreases by RMB 8.02 million or 40% YoY, mainly due to the program of
replacing business tax with value-added tax launched from May 1, 2016. Enterprises that paid the business tax
before pay the value-added tax now, the value-added tax is the tax excluded in price and not included in this item.
3. Financial expense: decreases by RMB 1.44 million or 31.19% YoY. In the report period, as short-term
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
borrowings of the Company and holding subsidiaries excluding SEG Credit decrease by RMB 48.16 million, the
interest expense payable to the bank decreases accordingly.
4. Asset impairment loss: decreases by RMB 14.50 million or 144.74% YoY. In the report period, the
holding subsidiary SEG Credit performs the impairment test according to the five-grade loan classification, and
reverses the partially accrued loan loss provision.
5. Investment income: decreases by RMB 7.08 million or 74.68%, mainly due to (1) In the report period, the
total capital of the Company decreases, the total bank financing amount decreases, and the financing income
decreases. (2) The accumulated loss of Huakong SEG (the Company holds 20% shares) amounts to RMB 31.21
million, which is RMB 9.63 million more than that of the previous year (RMB 21.58 million). Accordingly, the
investment income of the Company decreases by RMB 1.58 million.
6.Income from investment in associates and joint ventures: decreases by RMB 2.11 million or -48.46% YoY,
mainly because the accumulated loss of Huakong SEG (the Company holds 20% shares) amounts to RMB 31.21
million, which is RMB 9.63 million more than that of the previous year (RMB 21.58 million). Accordingly, the
investment income of the Company decreases by RMB 1.58 million.
7. Non-operating expense: increases by RMB 3.06 million or 369.41%, mainly because Nanning SEG
lawsuit claim was dismissed by Nanning Xingning District People's Court in the (2015) X. M. Y. C. Zi. No. 1590
Civil Judgment. According to the (2015) X. M. Y. C. Zi. No. 1393 Civil Judgment, the Company paid the
litigation compensation expense and overdue fine (RMB 13 million in total). Considering that the Company has
accrued the estimated liabilities RMB 7 million for this item and Nanning SEG estimated the rent payable RMB
2.3 million, the remaining compensation RMB 3.7 million is included in this item.
8. Other comprehensive income: decreases by RMB 400,000 YoY, mainly because the value of Friendship
Group stocks held by the holding subsidiary SEG Baohua declines.
(III) Cash Flow Statement
Item Amount incurred in Amount of the previous Difference Increase or
the current period period decrease over the
previous year (%)
Cash received from sales of goods and 620,820,444.62 1,090,057,199.43 -469,236,754.81 -43.05%
rendering of services
Tax refunds 82,932,677.81 136,078,841.72 -53,146,163.91 -39.06%
Other cash received from operating 164,808,152.37 473,715,102.01 -308,906,949.64 -65.21%
activities
Cash paid for goods and service 709,962,609.24 1,172,208,970.95 -462,246,361.71 -39.43%
Net increase in loans to customers -44,885,258.00 20,896,649.47 -65,781,907.47 -314.80%
and advances
(1) Other cash received from 196,562,398.65 472,106,815.05 -275,544,416.40 -58.36%
operating activities
Cash received from withdrawal of 601,902,098.00 1,689,700,000.00 -1,087,797,902.00 -64.38%
investment
Cash received from investment income 10,034,062.48 14,402,007.18 -4,367,944.70 -30.33%
Net cash received from disposal of fixed 62,000.00 34,082.50 27,917.50 81.91%
assets, intangible assets and other
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long-term assets
Cash paid for purchase and construction 7,074,145.94 14,550,969.56 -7,476,823.62 -51.38%
of fixed assets, intangible assets and
other long-term assets
Cash paid for investment 493,604,260.00 1,738,300,000.00 -1,244,695,740.00 -71.60%
Other cash paid for financing 1,674,692.51 58,656,972.92 -56,982,280.41 -97.14%
activities
1. Cash received from sales of goods and rendering of services: decreases by RMB 469.24 million or
43.05% YoY, mainly due to the termination of supply chain business by SEG E-Commerce because the Company
is to transfer equity and trade business the holding subsidiary SEG Industry shrinks in the report period.
2. Tax refunds: decrease by RMB 53.15 million or 39.06% YoY, mainly due to the termination of supply
chain business by SEG E-Commerce because the Company is to transfer equity in the report period.
3. Other cash received from operating activities: decreases by RMB 308.91 million or 65.21% (RMB 469.24
million or 43.05%) YoY. Because SEG E-Commerce that the Company is to transfer its equity terminated foreign
trade business in the report period, the advance and deposit received decrease.
4. Cash paid for goods and services: decreases by RMB 462.24 million or 39.43% YoY, mainly due to the
termination of supply chain business by SEG E-Commerce because the Company is to transfer equity and trade
business of the holding subsidiary SEG Industry shrinks in the report period.
5. Net increase in loans and advances to customers: decreases by RMB 65.78 million or 314.8% YoY,
mainly because loans granted by the holding subsidiary SEG Credit decrease and the net increase in loans is
negative in the report period while loans rose in the same period of the previous year.
6. Other cash paid for operating activities: decreases by RMB 275.54 million or 58.36% YoY. Because SEG
E-Commerce that the Company is to transfer its equity terminated foreign trade business in the report period, the
advance and deposit received decrease.
7. Cash received from withdrawal of investment: decreases by 1.08780 billion or 64.38% YoY, mainly
because the Company invests more in the main business and the investment scale of bank financial products
decreases.
8. Cash received from withdrawal of investment: decreases by 4.37 million or 30.33% YoY, mainly because
the Company invests more in the main business and the investment scale of bank financial products decreases
over the same period of the previous year.
9. Net cash received from disposal of fixed assets, intangible assets and other long-term assets: increases by
RMB 30,000 or 81.91% YoY, mainly because the cash received from disposal of obsolete assets increases by
RMB 30,000 YoY.
10. Cash paid for purchase and construction of fixed assets, intangible assets and other long-term assets:
decreases by RMB 7.48 million or 51.38% YoY, mainly due to decrease in the market decoration and
transformation expense of the holding subsidiary.
11. Cash paid for investment: decreases by 1.2447 billion or 71.6% YoY, mainly because the Company
invests more in the main business and the investment scale and frequency of bank financial products decrease.
12. Other cash paid for financing activities: decreases by 56.98 million or 97.14% YoY, mainly because the
holding subsidiary SEG E-Commerce repaid the interbank financing of related parties in the same period of the
previous year while the Company has not incurred such expense in the report period.
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II. Progress of significant events and their impacts and analysis of solutions
√ Applicable □ Not applicable
(I) Major asset restructuring
The Company launched a major asset restructuring program in November 2015, and its stocks (SHEN SEG
000058, SHEN SEG B 200058) were suspended from the early trading on November 4, 2015. During the stock
suspension, the Company and related parties actively pushed forward major assets restructuring, and regularly
disclosed progress notices. The Company's stocks resumed trading from the morning on February 25, 2016. As of
the date of disclosure of the report, the Company has disclosed the major asset restructuring report (see Report on
Issuance of Shares and Payment of Cash for Asset Acquisition and Raising of Supporting Funds & Connected
Transactions [Draft] disclosed on www.cninfo.com.cn on August 4), and received the Notice of China
Securities Regulatory Commission on Primary Feedback Opinion for Review of Administrative Licensing Items
(see the Announcement of Receipt of the Notice of China Securities Regulatory Commission on Primary Feedback
Opinion for Review of Administrative Licensing Items Concerning the Major Asset Restructuring disclosed by the
Company on www.cninfo.com.cn on October 10.) At this stage, the Company and related intermediaries are
striving to improve work efficiency and ensure the smooth progress of the project. The Company will promptly
perform the information disclosure obligation according to the progress.
According to the disclosed major asset restructuring report, the Company plans to acquire 100% equities of
SegMaker held by SEG Group, 55% equities of SEG Kangle, 100% equities of SEG Property Development, and
79.02% equities of SEG Property Investment by issuance of shares (86.90%) and payment of cash (13.10%). In
order to promote the integrated performance, the Company plans to raise supporting fund of no more than 100%
of the transaction price of assets to be purchased (or RMB 2 billion) through private placement to no more than 10
specific investors.
After restructuring, based on advantages in the specialized electronics market and commercial real estate
business and Huaqiang North industrial cluster, the Company will give full play to the resource allocation function.
The Company will build the SEG maker center, SEG international maker product display and promotion center,
SEG maker apartment, and maker funds, get deeply involved in the maker ecology industrial chain, facilitating the
maker group in basic hardware technologies, R&D and production support, and funding. The Company will also
interact with upstream and downstream manufacturers, promote capitalization and industrialization of innovations,
and marketization of new technologies and products, and invigorate innovative vitality of the market to support
and build a new maker business ecosphere integrating "experimental development + incubator + marketing +
supporting services", and promote business development. In addition, the Company will, based on the existing
specialized electronics market, combine service advantages of the specialized electronics market and customer
resources, make more efforts to expand the maker services, cultural education, smart technology, sports and
entertainment, virtual experience, electronic games and financial services, optimize and integrate the business
chain system, take consumer experience as the carrier, utilize online and offline channels and resources, and carry
out industrial upgrading.
To promote integrated operating of multiple businesses, make use of collaborative effects, and guarantee the
business transformation and upgrading of listed companies, the Company's future operating and development
strategy will be embodied in "three transformations": a) from a single electronic product transaction platform and
commercial real estate platform to a complex business type platform integrating maker ecology, culture and
education, intelligent technology, sports and entertainment, virtual experience, gaming games, and financial
services, from single commercial platform operation to be involved in production and operation of relevant
contents; b) enterprises of the Company running the specialized electronics market will transform from a single
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leasing role to a platform operator and service provider integrating online and offline resources; c) relying on the
resource platform of specialized electronics market business and commercial real estate business, the Company
will strive to build an international maker platform with SEG characteristics, develop the whole industry chain
layout, and continuously expand innovative fields, such as electronic information products, intelligent electronic
applications, and supply chain financial services.
(II) Progress in lawsuit by Nanning SEG: In March 2013, Nanning SEG leased the first and second floors in
the podium of Nanning Property Plaza located at No. 158, Renmin East Road, Xingning District, Nanning from
Nanning Haiqi Real Estate Development Co., Ltd. The property is used as an electronics market. The agreed
leasing period is from March 18, 2013 to March 17, 2025. However, because the problem of concentrated water
seepage and penetration was still not solved after several times of communication, Nanning SEG brought a
lawsuit against Nanning Haiqi at the People's Court of Xingning District. At the same time, Nanning Haiqi
brought a lawsuit against Nanning SEG at the ground that Nanning SEG did not pay the rent at the same court.
The court merged the two cases into one case and heard the case.
The claims of Nanning SEG have been rejected in the Civil Judgment (X. M. Y. C. Z (2015) No. 1590)
issued by the People's Court of Xingning District. According to the Civil Judgment (X. M. Y. C. Z (2015) No.
1393), the Leasing Contract for the Electronics Market Project of Nanning SEG signed and concluded by and
among Nanning Haiqi, Nanning SEG, and Shenzhen SEG Co., Ltd. on June 16, 2013 was rescinded, Nanning
SEG should pay the rent and the liquidated damages for the overdue payment to Nanning Haiqi, as well as the
Nanning Haiqi's lawyer fees, and the case acceptance fees. Considering actual situation, the Company decides
now not to institute an appeal.
According to the Enforcement Notice (Gui 0102 Zhi 1057-1 (2016)) issued by the People's Court of
Xingning District, Nanning, Guangxi Zhuang Autonomous Region on September 6, 2016, the Company should
pay a liquidated damage for the overdue rent from August 31, 2016 to September 6, 2016, RMB 12,998,409 in
total. The Company has paid the amount on September 13, 2016 according to the Enforcement Notice.
The Company has accrued RMB 7 million as a predicted debt for this issue in 2015. Nanning SEG has
accrued a payable rent of RMB 2.3 million, and the Company has accrued RMB 2.7 million for this issued as a
predicted debt in the semi-annual report in 2016. Therefore, the Company has accrued a total of RMB 12 million
in previous report periods for predicted debts and payable rent. The influenced amount of the remaining
compensation amount on the net profit in the third quarter of the Company is about RMB 1 million. Considering
the influenced amount of the lawsuits on the net profit of the Company in 2016 is about RMB 3.7 million, the
event will not have major influence on the Company's operating and production. (For details, refer to the
semi-annual report disclosed to the media on August 24, 2016.)
(III) The Company received the summon and civil complaint from the People's Court of Xingning District,
Nanning on September 26, 2016, which required the Company to appear at the court and respond to lawsuits (Gui
0102 Min Chu [2016] No. 3653, dispute over house leasing contract; and Gui 0102 Min Chu [2016] No. 3654,
disputes over property service contract) against the Company on November 2, 2016. The relevant information has
been disclosed through media on September 29, 2016.
(IV) On the Ninth Session of the Sixth Board Meeting of the Company on March 28, 2016, the Predicted
Items for Daily Operating Associated Transactions in 2016 were approved. According to the resolution, the
holding shareholder Shenzhen SEG Group Co., Ltd. should pay RMB 0.2 million for the annual entrustment fee
of Shenzhen SEG Communication Market to the Company. Up to the disclosure date of this report, the Company
has received the above fee.
13
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Inquiry Index for the Websites Disclosing
Overview of Important Events Disclosure Date
the Temporary Reports
Restructuring Report on Issuance of
Shares and Payment of Cash for Asset
August 4, 2016 Acquisition and Raising of Supporting
Funds & Connected Transactions (Draft)
disclosed on www.cninfo.com.cn
Announcement on Shenzhen SASAC's
August 26, 2016 Approval of the Major Asset Restructuring
Plan disclosed on www.cninfo.com.cn
Announcement on Shenzhen SASAC's
Recordation of the Asset Appraisal Report
August 27, 2016
involved in Major Asset Restructuring Plan
1. Matters concerning major asset disclosed on www.cninfo.com.cn
restructuring
Announcement on Receipt of the Notice of
China Securities Regulatory Commission
on Acceptance of Administrative Licensing
September 14, 2016
Application during Major Asset
Restructuring disclosed on
www.cninfo.com.cn
Announcement of Receipt of the Notice of
China Securities Regulatory Commission
on Primary Feedback Opinion for Review
October 10, 2016
of Administrative Licensing Items
Concerning the Major Asset Restructuring
disclosed on www.cninfo.com.cn
Announcement of Acquisition of Business
2. Matters concerning acquisition of
License of Shenzhen Hongtu SEG
business license of Shenzhen Hongtu SEG September 1, 2016
Investment Management Co., Ltd.
Investment Management Co., Ltd.
disclosed on www.cninfo.com.cn
Announcement of Progress of Strategic
3. Matters concerning progress of the
Cooperation between the Company and
cooperation between the Company and September 22, 2016
Taobao (China) Software Co., Ltd.
Taobao (China) Software Co., Ltd.
disclosed on www.cninfo.com.cn
4. Matters concerning the Company's Announcement of the Company's Receipt of
receipt of court summons and civil September 29, 2016 Court Summons and Civil Complaint
complaint disclosed on www.cninfo.com.cn
14
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
III. Commitments fulfilled in the report period and being fulfilled as of the end of the report
period by the Company, shareholders, actual controllers, buyers, directors, supervisors,
senior executives, or other related parties
√ Applicable □ Not applicable
Commitment Commitment
Commitments Subject Type Content Performance
date term
Commitment for share reform Not applicable
"1. The
Company
undertakes
that as of
October 31,
2015,
controlling
shareholders
of Shenzhen
SEG or other
related
persons who
occupy funds
of Shenzhen
Commitment SEG or the
on horizontal subject
Commitments in the Acquisition Shenzhen competition, company due
August 3,
Report and the Report of Changes on SEG Group related to Long-term Being fulfilled
2016
Equity Co., Ltd. transaction, non-operating
and capital events will
occupation repay them
before the
shareholders'
meeting that is
intended to
review the
restructuring
plan; 2. After
restructuring,
the financial
independence
of the listed
companies
shall be
guaranteed
15
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
and no illegal
occupation of
funds of listed
companies
will occur any
more; 3. The
Company will
abide by and
urge listed
companies to
abide by
relevant laws
and
administrative
regulations
such as the
Code on
Corporate
Governance of
Listed
Companies,
the Notice on
Regulating the
Funds
Transfers
between
Listed
Companies
and Related
Parties and
the External
Guarantee of
Listed
Companies,
and the Listing
Rules of
Shenzhen
Stock
Exchange,
regulations,
regulatory
documents,
and Shenzhen
Stock
16
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Exchange
business rules,
and improve
awareness of
compliance; 4.
The Company
will exercise
the rights of
shareholders
according to
law, and will
not abuse the
rights of
shareholders
to damage the
interests of
listed
companies
and other
shareholders;
5. The
Company will
optimize the
governance
structure of
listed
companies,
improve the
internal
control
system,
regulate the
operation of
the three
organs, give
full play to
functions and
supervisory
role of
independent
directors and
the Board of
Supervisors,
and restrict
17
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
decision-maki
ng and
operation by
controlling
shareholders
and actual
controllers of
the Company;
(6) The
Company will
fulfill the
obligation of
information
disclosure
strictly in
accordance
with relevant
provisions,
actively
cooperate with
listed
companies on
information
disclosure,
timely inform
major events
incurred or to
be incurred,
and ensure the
authenticity,
accuracy,
integrity,
timeliness and
fairness of
information
disclosure. In
case of breach
of the
foregoing
commitments,
the Company
will bear all
losses thus
incurred to
18
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Shenzhen
SEG, the
subject
company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the
Company."
"1. When the
Company acts
as the
controlling
shareholder of
Shenzhen
SEG, the
Company,
other
companies,
enterprises, or
other
Commitment economic
on horizontal organizations
Shenzhen competition, controlled by
August 3,
SEG Group related the Company, Long-term Being fulfilled
2016
Co., Ltd. transaction, will minimize
and capital and regulate
occupation associated
transactions
with Shenzhen
SEG or the
subject
company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
19
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the Company.
2. When the
restructuring
is completed,
the Company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company
will handle
associated
transactions
with Shenzhen
SEG or the
subject
company that
are
unavoidable
or incurred for
reasonable
cause at fair
and
reasonable
market price,
perform the
decision-maki
ng procedure
for associated
transactions
according to
relevant laws,
regulations,
and normative
documents,
fulfill the
obligation of
information
disclosure and
handle the
approval
20
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procedures
according to
the law, do not
use the
dominant
position of the
controlling
shareholder to
damage the
legal rights
and interests
of Shenzhen
SEG and other
shareholders.
3. The
Company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company
will not use
the rights of
shareholders
of the listed
company or
the actual
control ability
to manipulate
or instruct the
listed
company or its
directors,
supervisors
and senior
executives to
have the listed
company
unfairly
provide or
accept funds,
21
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goods,
services or
other assets,
or engage in
any acts
detrimental to
the interests of
listed
companies. In
case of breach
of the
following
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
SEG, the
subject
company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the
Company."
"1. In the
restructuring,
relevant
assets, such as
Commitment
some
on horizontal
commercial
Shenzhen competition,
electronics August 03,
SEG Group related Long-term Being fulfilled
markets of 2016
Co., Ltd. transaction,
SEG Group
and capital
that constitute
occupation
horizontal
competition,
have not been
injected into
22
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the listed
company.
SEG Group
will trust such
assets to
Shenzhen
SEG or its
subsidiaries
after the major
asset
restructuring.
Within 5 years
after the major
asset
restructuring,
SEG Group
will take all
necessary
measures to
solve flaws of
such assets,
and
incorporate
the preceding
specialized
electronics
markets that
constitute
horizontal
competition
into Shenzhen
SEG or
transfer them
to the third
party in a
feasible way
such as sales
based on
operating
needs of
Shenzhen
SEG and the
completeness
of the
23
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
ownership of
such assets. If
SEG Group
fails to
complete the
foregoing
matters as
scheduled,
before
injecting
relevant assets
to Shenzhen
SEG, SEG
Group shall
lease them to
Shenzhen
SEG for direct
operation and
enjoy the
income from
such property.
The annual
rent of
Shenzhen
SEG is the
depreciated
value of such
property.
Profit and loss
incurred by
leasing of
such property
assets shall be
shared by
Shenzhen
SEG. The
parties shall
separately
enter into a
leasing
agreement. 2.
Except assets
owned and
business
24
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
operated
before the
validity date
of
commitment,
when acting as
a controlling
shareholder or
actual
controller of
Shenzhen
SEG, in order
to guarantee
sustainable
development
of Shenzhen
SEG, the
Company will
exercise
supervision
and restriction
on operating
activities of its
own and
affiliated
enterprises
under its
control, will
not establish
new or acquire
any assets or
business same
as or similar
to its main
business
within the
operation area
of Shenzhen
SEG, and will
not be
engaged in
any activities
that may
damage the
25
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
interests of
Shenzhen
SEG and other
companies
and
enterprises
controlled by
Shenzhen
SEG, or other
economic
organizations.
If in the future
there is any
business
opportunity
same as or
similar to
other main
business
within
Shenzhen
SEG operation
area, such
opportunity
will
preferentially
be
recommended
to Shenzhen
SEG and other
companies
and
enterprises
controlled by
Shenzhen
SEG, or other
economic
organizations.
However, any
of the
following
cases is an
exception: (1)
Due to
26
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
national laws,
regulations
and policies
and other
reasons, any
commercial
properties and
real estate
development
projects
appropriated
or allocated
through
oriented
protocols by
the
government to
SEG Group
and any
enterprises
invested by it;
or (2) when
the general
conditions of
tender,
transfer or
assignment of
specific
commercial
properties and
real estate
development
projects have
specific
requirements
on the bidder
or assignee,
Shenzhen
SEG is not
qualified y but
SEG Group is
qualified .Co
mmercial
property and
27
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
real estate
development
projects that
are same as
the main
business of
Shenzhen
SEG or result
in horizontal
competition
subject to the
above
exclusions
may be
invested and
built by SEG
Group at first.
If Shenzhen
SEG thinks
that such
assets are
eligible to be
injected into
Shenzhen
SEG, upon
receipt of the
written
acquisition
notice from
Shenzhen
SEG, SEG
Group will
negotiate on
acquisition
and transfer
such projects
to Shenzhen
SEG. In case
of breach of
the foregoing
commitments,
the Company
will bear all
losses thus
28
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
incurred to
Shenzhen
SEG, the
subject
company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the
Company."
"1. The
Company will
guarantee the
independence
of personnel
of Shenzhen
SEG and
subject
company: (1)
After
completion of
the
restructuring,
the labor,
Shenzhen
Other personnel and August 3,
SEG Group Long-term Being fulfilled
commitments compensation 2016
Co., Ltd.
management
of Shenzhen
SEG are
independent
from the
Company and
related parties,
such as other
companies,
enterprises, or
other
economic
organizations
controlled by
29
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the Company.
(2) After
completion of
the
restructuring,
senior
executives of
Shenzhen
SEG and the
subject
company hold
full-time
position at
Shenzhen
SEG and the
subject
company and
receive
compensation,
and will not
assume any
duties other
than director
and supervisor
in the
Company and
related parties,
such as other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company.
(3) After
completion of
the
restructuring,
the Company
will not
interfere with
the
shareholders'
30
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
meeting and
the Board of
Directors'
exercise of
power in
appointment/d
ismissal of
personnel. 2.
The Company
will guarantee
the
independence
of organs of
Shenzhen
SEG and the
subject
company: (1)
After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
develop a
sound
corporate
governance
structure and
an
independent
and complete
organizational
structure. (2)
After
completion of
the
restructuring,
the
shareholders'
meeting, the
Board of
Directors, and
31
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the Board of
Supervisors of
Shenzhen
SEG and the
subject
company will
exercise duties
and powers
according to
laws,
regulations
and articles of
association of
Shenzhen
SEG and the
subject
company. 3.
The Company
will guarantee
the
independence
and
completeness
of Shenzhen
SEG and the
subject
company: (1)
After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
have
independent
and complete
assets related
to production
and
management.
(2) After
completion of
32
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the
restructuring,
the site for
business
operation of
Shenzhen
SEG and the
subject
company are
independent
of the
Company and
related parties,
such as other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company.
(3) After
completion of
the
restructuring,
except normal
operational
contacts,
Shenzhen
SEG and the
subject
company are
not involved
in the
following
case: funds or
assets are
occupied by
the Company
and related
parties, such
as other
companies,
enterprises, or
33
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
other
economic
organizations
controlled by
the Company.
4. The
Company will
guarantee the
business
independence
of Shenzhen
SEG and the
subject
company: (1)
After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company own
relevant
qualification
for
independent
business
operation, and
have the
independent
and
sustainable
market-oriente
d operation
capability. (2)
Except assets
owned and
business
operated
before the
validity date
of
commitment,
when acting as
34
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
a controlling
shareholder of
Shenzhen
SEG, in order
to guarantee
sustainable
development
of Shenzhen
SEG, the
Company will
exercise
supervision
and restriction
on operating
activities of its
own and the
affiliated
enterprises
under its
control, will
not establish
new or acquire
any assets or
businesses
same as or
similar to its
main business
within the
operation area
of Shenzhen
SEG, and will
also not be
engaged in
any activities
which may
damage the
interests of
Shenzhen
SEG and other
companies,
enterprises, or
other
economic
organizations
35
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
controlled by
Shenzhen
SEG. If in the
future there is
any business
opportunity
same as or
similar to
other main
business
within
Shenzhen
SEG operation
area, such
opportunity
will be
preferentially
recommended
to Shenzhen
SEG and other
companies,
enterprises, or
other
economic
organizations
controlled by
Shenzhen
SEG. ① Due
to national
laws,
regulations
and policies
and other
reasons, any
commercial
properties and
real estate
development
projects
appropriated
or allocated
through
oriented
protocols by
36
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the
government to
SEG Group
and any
enterprises
invested by it;
or ② When
the general
conditions of
tender,
transfer or
assignment of
specific
commercial
properties and
real estate
development
projects have
specific
requirements
on the bidder
or assignee,
Shenzhen
SEG is not
qualified but
SEG Group is
qualified.
Commercial
property and
real estate
development
projects that
are same as
the main
business of
Shenzhen
SEG or result
in horizontal
competition
subject to the
above
exclusions
may be
invested and
37
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
built by SEG
Group at first.
If Shenzhen
SEG thinks
that such
assets are
eligible to be
injected into
Shenzhen
SEG, upon
receipt of the
written
acquisition
notice from
Shenzhen
SEG, SEG
Group will
negotiate on
acquisition
and transfer
such projects
to Shenzhen
SEG. (3) After
completion of
the
restructuring,
the Company
and related
parties, such
as other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company
will reduce
related
transactions
with Shenzhen
SEG and the
subject
company and
38
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
other
companies,
enterprises, or
other
economic
organizations
controlled by
them; for any
related
transactions
that are indeed
necessary and
unavoidable,
the Company
will handle
them at fair
price based on
the market
principle, and
fulfill relevant
approval
procedures
and the
information
disclosure
obligation
according to
provisions of
relevant laws,
regulations
and normative
documents. 5.
The Company
will guarantee
the financial
independence
of Shenzhen
SEG and the
subject
company: (1)
After
completion of
the
restructuring,
39
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Shenzhen
SEG and the
subject
company will
establish an
independent
financial
department,
independent
financial
accounting
system, and
standard and
independent
financial
accounting
rules. (2) After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
separately
open an
account in
banks, and do
not share
accounts with
the Company
and related
parties, such
as other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company.
(3) After
completion of
the
40
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
restructuring,
financial
personnel of
Shenzhen
SEG and the
subject
company will
not hold a
part-time job
in the
Company or
related parties,
such as other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company.
(4) After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
independently
make financial
decisions, and
the Company
will not
interfere with
fund usage of
Shenzhen
SEG and the
subject
company. (5)
After
completion of
the
restructuring,
Shenzhen
41
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
SEG and the
subject
company will
pay taxes
independently
according to
laws. In case
of breach of
the foregoing
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
SEG, and the
subject
company."
"(I) Contract
subjects and
date of signing
Shenzhen
SEG and SEG
Group signed
Performance
Commitment
and
Compensation
Agreement on
August 3,
Shenzhen
Commitments made at the time of 2016. (II) August 3,
SEG Group Long-term Being fulfilled
restructuring of major assets Performance 2016
Co., Ltd.
commitment
period
3 accounting
periods
following the
completion of
the transaction
(including the
year of
completion
and the
following
42
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
consecutive
two
accounting
periods). If the
transaction is
completed
before
December 31,
2016
(included), the
performance
commitment
period
includes 2016,
2017, and
2018.If the
transaction is
completed
between
December 31,
2016 and
December 31,
2017
(included), the
performance
commitment
period
includes 2017,
2018, and
2019.After the
completion of
the
transaction,
Shenzhen
SEG shall hire
an accounting
firm with the
qualification
of securities
that is
recognized by
SEG Group
within 4
months after
43
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the end of
each
accounting
period during
the
performance
commitment
period to
respectively
issue a special
audit report
and/or an
impairment
test report
(hereinafter
referred to as
the "special
audit report")
with respect to
the promised
net
profit/promise
d cash flow
income/promi
sed
development
profit
(hereinafter
collectively
referred to as
"promised
performance")
related to
assets within
the transaction
compensation
scope agreed
in the
agreement,
and recognize
the promised
performance
or impairment
of assets
44
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
within the
transaction
compensation
scope in each
year during
the
performance
commitment
period. (III)
Performance
commitment
and
performance
compensation
Underlying
assets injected
into Shenzhen
SEG in this
transaction are
subject to
multiple
appraisal
methods:
100% equities
of SegMaker,
55% equities
of SEG
Kangle, and
79.02%
equities of
SEG Property
Investment are
priced on the
basis of
appraisal
conclusion
with the
asset-based
method, in
which
property
assets are
subject to the
income
45
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
method and
market
method and
real estate
development
in the
long-term
equity
investment is
subject to the
hypothetical
development
method; 100%
equities of
SEG Property
Development
and 100%
equities of
SEG Property
Management
(a
wholly-owned
subsidiary of
SEG Property
Investment)
are subject to
the income
method. (IV)
Triggering
condition for
performance
compensation
After the
completion of
the
transaction, if
assets within
the transaction
compensation
scope as
specified in
the special
audit report
are impaired
46
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
or fail to
achieve the
promised
performance,
SEG Group
shall make
compensation
to Shenzhen
SEG as agreed
in the
agreement.
(V)
Performance
compensation
method
After the
completion of
the
transaction, if
assets within
the transaction
compensation
scope are
impaired or
fail to achieve
the promised
performance,
SEG Group
shall
compensate
Shenzhen
SEG in cash
or shares. (VI)
Effectiveness
and
termination of
the agreement
The
agreement is
made upon
signature and
seal by the
legal
representative
47
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
or authorized
agent of each
party. As an
integral part of
the Asset
Purchase
Agreement,
the agreement
shall come
into effect
from the date
of
effectiveness
of the Asset
Purchase
Agreement.
When the
Asset
Purchase
Agreement is
rescinded,
terminated, or
deemed as
invalid, the
agreement is
also rescinded,
terminated, or
invalid. (VII)
Liability for
breach of the
agreement
Except for in
case of force
majeure,
violation of
any terms of
the agreement
by either party
constitutes
breach of the
agreement.
The default
party shall
compensate
48
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
for all losses
arising from
breach of the
agreement to
the
non-breaching
party.
"1. In the
restructuring,
relevant
assets, such as
some
commercial
electronics
markets of
SEG Group
that constitute
horizontal
competition,
have not been
injected into
the listed
Commitment company.
on horizontal SEG Group
Shenzhen competition, will trust such
August 3,
SEG Group related assets to Long-term Being fulfilled
2016
Co., Ltd. transaction, Shenzhen
and capital SEG or its
occupation subsidiaries
after the major
asset
restructuring.
Within 5 years
after the major
asset
restructuring,
SEG Group
will take all
necessary
measures to
solve flaws of
such assets,
and
incorporate
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the preceding
specialized
electronics
markets that
constitute
horizontal
competition
into Shenzhen
SEG or
transfer them
to the third
party in a
feasible way
such as sales
based on
operating
needs of
Shenzhen
SEG and the
completeness
of the
ownership of
such assets. If
SEG Group
fails to
complete the
foregoing
matters as
scheduled,
before
injecting
relevant assets
to Shenzhen
SEG, SEG
Group shall
lease them to
Shenzhen
SEG for direct
operation and
enjoy the
income from
such property.
The annual
rent of
50
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Shenzhen
SEG is the
depreciated
value of such
property.
Profit and loss
incurred by
leasing of
such property
assets shall be
shared by
Shenzhen
SEG. The
parties shall
separately
enter into a
leasing
agreement. 2.
Except assets
owned and
business
operated
before the
validity date
of
commitment,
when acting as
a controlling
shareholder or
actual
controller of
Shenzhen
SEG, in order
to guarantee
sustainable
development
of Shenzhen
SEG, the
Company will
exercise
supervision
and restriction
on operating
activities of its
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own and
affiliated
enterprises
under its
control, will
not establish
new or acquire
any assets or
business same
as or similar
to its main
business
within the
operation area
of Shenzhen
SEG, and will
not be
engaged in
any activities
that may
damage the
interests of
Shenzhen
SEG and other
companies
and
enterprises
controlled by
Shenzhen
SEG, or other
economic
organizations.
If in the future
there is any
business
opportunity
same as or
similar to
other main
business
within
Shenzhen
SEG operation
area, such
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opportunity
will
preferentially
be
recommended
to Shenzhen
SEG and other
companies
and
enterprises
controlled by
Shenzhen
SEG, or other
economic
organizations.
However, any
of the
following
cases is an
exception: (1)
Due to
national laws,
regulations
and policies
and other
reasons, any
commercial
properties and
real estate
development
projects
appropriated
or allocated
through
oriented
protocols by
the
government to
SEG Group
and any
enterprises
invested by it;
or (2) when
the general
53
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conditions of
tender,
transfer or
assignment of
specific
commercial
properties and
real estate
development
projects have
specific
requirements
on the bidder
or assignee,
Shenzhen
SEG is not
qualified y but
SEG Group is
qualified .Co
mmercial
property and
real estate
development
projects that
are same as
the main
business of
Shenzhen
SEG or result
in horizontal
competition
subject to the
above
exclusions
may be
invested and
built by SEG
Group at first.
If Shenzhen
SEG thinks
that such
assets are
eligible to be
injected into
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Shenzhen
SEG, upon
receipt of the
written
acquisition
notice from
Shenzhen
SEG, SEG
Group will
negotiate on
acquisition
and transfer
such projects
to Shenzhen
SEG. In case
of breach of
the foregoing
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
SEG, the
subject
company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the
Company."
"1. When the
Commitment Company acts
on horizontal as the
Shenzhen competition, controlling
August 3,
SEG Group related shareholder of Long-term Being fulfilled
2016
Co., Ltd. transaction, Shenzhen
and capital SEG, the
occupation Company,
other
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companies,
enterprises, or
other
economic
organizations
controlled by
the Company,
will minimize
and regulate
associated
transactions
with Shenzhen
SEG or the
subject
company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company.
2. When the
restructuring
is completed,
the Company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company
will handle
associated
transactions
with Shenzhen
SEG or the
subject
company that
are
unavoidable
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
or incurred for
reasonable
cause at fair
and
reasonable
market price,
perform the
decision-maki
ng procedure
for associated
transactions
according to
relevant laws,
regulations,
and normative
documents,
fulfill the
obligation of
information
disclosure and
handle the
approval
procedures
according to
the law, do not
use the
dominant
position of the
controlling
shareholder to
damage the
legal rights
and interests
of Shenzhen
SEG and other
shareholders.
3. The
Company,
other
companies,
enterprises, or
other
economic
organizations
57
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controlled by
the Company
will not use
the rights of
shareholders
of the listed
company or
the actual
control ability
to manipulate
or instruct the
listed
company or its
directors,
supervisors
and senior
executives to
have the listed
company
unfairly
provide or
accept funds,
goods,
services or
other assets,
or engage in
any acts
detrimental to
the interests of
listed
companies. In
case of breach
of the
foregoing
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
SEG, the
subject
company,
other
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companies,
enterprises, or
other
economic
organizations
controlled by
the
Company."
"1. The
Company
undertakes
that as of
October 31,
2015,
controlling
shareholders
of Shenzhen
SEG or other
related
persons who
occupy funds
of Shenzhen
SEG or the
Commitment
subject
on horizontal
company due
Shenzhen competition,
to August 3,
SEG Group related Long-term Being fulfilled
non-operating 2016
Co., Ltd. transaction,
events will
and capital
repay them
occupation
before the
shareholders'
meeting that is
intended to
review the
restructuring
plan; 2. After
restructuring,
the financial
independence
of the listed
companies
shall be
guaranteed
and no illegal
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
occupation of
funds of listed
companies
will occur any
more; 3. The
Company will
abide by and
urge listed
companies to
abide by
relevant laws
and
administrative
regulations
such as the
Code on
Corporate
Governance of
Listed
Companies,
the Notice on
Regulating the
Funds
Transfers
between
Listed
Companies
and Related
Parties and
the External
Guarantee of
Listed
Companies,
and the
Listing Rules
of Shenzhen
Stock
Exchange,
regulations,
regulatory
documents,
and Shenzhen
Stock
Exchange
60
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business rules,
and improve
awareness of
compliance; 4.
The Company
will exercise
the rights of
shareholders
according to
law, and will
not abuse the
rights of
shareholders
to damage the
interests of
listed
companies
and other
shareholders;
5. The
Company will
optimize the
governance
structure of
listed
companies,
improve the
internal
control
system,
regulate the
operation of
the three
organs, give
full play to
functions and
supervisory
role of
independent
directors and
the Board of
Supervisors,
and restrict
decision-maki
61
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
ng and
operation by
controlling
shareholders
and actual
controllers of
the Company;
(6) The
Company will
fulfill the
obligation of
information
disclosure
strictly in
accordance
with relevant
provisions,
actively
cooperate with
listed
companies on
information
disclosure,
timely inform
major events
incurred or to
be incurred,
and ensure the
authenticity,
accuracy,
integrity,
timeliness and
fairness of
information
disclosure. In
case of breach
of the
foregoing
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
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SEG, the
subject
company,
other
companies,
enterprises, or
other
economic
organizations
controlled by
the
Company."
"For
enterprises
subordinate to
the subject
company not
under property
operation due
to problems
left over by
history
(including but
not limited to
enterprises
that are
revoked of the
Shenzhen Before
Other business August 3,
SEG Group completion of Being fulfilled
commitments license or 2016
Co., Ltd. restructuring
discontinue
operation), the
Company will
help and
propel the
subject
company to
handle
relevant
cancellation
procedures.
After the
completion of
the
restructuring,
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
if the subject
company or
the listed
company is
held
responsible,
penalized, or
suffer any
losses due to
non-proper
operation or
failure in
handling the
cancellation
procedures by
such
companies,
SEG Group
shall bear the
legal
responsibility
and
compensate
the subject
company or
the listed
company in
full."
"After
updating and
restructuring
of SEG
Industry
Building, SEG
Economy
Shenzhen Before
Other Building, and August 3,
SEG Group completion of Being fulfilled
commitments SEG Kangle 2016
Co., Ltd. restructuring
Industry
Building, the
area of added
part that
belongs to
SegMaker,
SEG Kangle
64
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
and SEG
Property is
2,855.20
square meters.
SEG Group
undertakes
that the use of
the temporary
buildings
belonged to
SegMaker,
SEG Kangle
and SEG
Property will
be renewed
after
expiration of
the two-year
use duration.
In case when,
due to failure
in renewal of
use of
temporary
buildings, the
listed
company has
any loss or the
income during
the period
from
expiration of
the
performance
commitment
period to
expiration of
the evaluated
income
expected
period is
lower than the
expected
compensation,
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
or the listed
company has
any loss
because the
temporary
buildings are
required to be
dismantled by
governmental
organs during
the period
from
expiration of
the
performance
commitment
period to
expiration of
the evaluated
income
expected
period, SEG
Group will
compensate
the listed
company
timely and in
full amount
according to
the following
compensation
methods: 1.
SEG Group
has made
commitments
for the
performance
of the subject
company
within three
years after
completion of
major asset
restructuring.
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Influence of
the updating
and
restructuring
project has
been taken
into account in
the
commitments.
2. The amount
of
compensation
for the income
that is lower
than the
expected
income during
the period
from
expiration of
the
performance
commitment
period to
expiration of
the evaluated
income
expected
period = (the
predicted
accumulated
income to the
end of the
report period -
actual
accumulated
income to the
end of the
report period)
- the
compensated
amount. 3.
The loss
caused when
67
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the temporary
buildings are
required to be
dismantled by
governmental
organs during
the period
from
expiration of
the
performance
commitment
period to
expiration of
the evaluated
income
expected
period = the
dismantling
cost and
compensation
amount
related - (the
accumulated
total income
to the time the
buildings are
dismantled-
predicted
accumulated
income during
the
predication
period). Note:
the predicted
income refers
to the net
value
remained after
the predicted
total income
from the
newly added
temporary
68
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buildings in
the evaluation
reports of the
subject
companies
minuses the
allocated
investment
cost during the
operating
period and the
amount
influenced by
permanent
rent
termination
predicted in
the evaluation
report.
Shenzhen
SEG should
employ an
auditing
agency with
security
practice
qualification
recognized by
SEG Group to
provide a
formal
auditing report
on the
compensation
methods for
the property
investment
within the
compensation
scope of the
report period
within four
months at the
end of each
69
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
accounting
year during
the
compensation
period. SEG
Group should
compensate in
cash any
property
investment
and
compensation
items within
the
compensation
scope of the
report period.
Shenzhen
SEG should
calculate the
payable
compensation
amount within
15 working
days upon
final specific
review
opinions
provided by
the auditing
agency, and
send a written
notice to SEG
Group. Within
30 working
days upon
receipt of the
written notice
from
Shenzhen
SEG, SEG
Group should
pay the
compensation
70
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
in cash in full
amount."
"1. 100%
shares of SEG
Property have
been entrusted
to a share
entrusting
agency as
required. Its
equity form is
authentic and
valid, and the
equity
structure and
ownership are
clear. The
Company has
no objection
to the share
ownership,
share quantity,
Shenzhen Before
Other and share August 3,
SEG Group completion of Being fulfilled
commitments holding 2016
Co., Ltd. restructuring
percentage of
SEG Property.
The Company
has no
disputes over
share
ownership
with SEG
Property and
other
shareholders.2
. In case any
dispute over
ownership of
the 3.85%
shares of SEG
Property of
which
ownership has
not been
71
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
determine as
of July 26,
2016 occurs in
the future, the
Company
commits to
SEG Property
that the
Company will
provide any
necessary
assistant to
SEG Property
to solve the
dispute,
protect SEG
Property from
any loss
caused
thereby, and
undertake
corresponding
responsibilitie
s."
"Commitments
and
Declaration
on the Fact
That the
Number of
Shareholders
of Shenzhen
Shenzhen SEG Property
Before
SEG Property Other Investment August 3,
completion of Being fulfilled
Investment commitments Co., Ltd. Is 2016
restructuring
Co., Ltd. More than
200. All the
Shares of the
company have
been
collectively
entrusted to a
share
entrusting
72
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
agency as
required. The
company's
share form is
authentic and
valid, and the
equity
structure and
ownership are
clear. The
company has
no conflicts,
disputes or
potential
disputes over
major share
ownership
with the
company
shareholders."
"1. In case
when, after
the
restructuring,
the
land/property
use should be
changed based
on the actual
operating
demands of
Shenzhen Before
Other the subject August 3,
SEG Group completion of Being fulfilled
commitments company or 2016
Co., Ltd. restructuring
because the
subject
company is
required by
the relevant
house
property
management
organ or the
land
regulatory
73
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
department to
change the
land/property
use, SEG
Group will
assist the
subject
company in
finishing the
relevant
formalities. 2.
In case when
the subject
company
suffers from
administrative
penalty by
relevant land
and/or house
property
management
department
because the
actual use of
the
land/property
is different
from those
recorded in
the certificate,
SEG Group
will
compensate
the subject
company for
any
expenditures
and economic
loss caused
thereby."
"1. Since the
Shenzhen Before
Other issuance date August 3,
SEG Group completion of Being fulfilled
commitments of this 2016
Co., Ltd. restructuring
commitment
74
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
letter, SEG
Group will
assist
SegMaker in
restoring for
business
purpose the
part currently
functioning as
a parking
garage on the
first floor of
the podium of
SEG Jingyuan
Building
within five
years. 2. If the
restoration
work cannot
be finished
within the
above
mentioned
period of time,
SEG Group
agrees to
process the
subject assets
as follows: (1)
paying in cash
the evaluated
value of the
parking
garage and the
bank interest
of the
evaluated
value in the
same period
from the
restructuring
closing date to
the expiration
of this
75
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
commitment
time; or (2)
purchasing in
cash the first
floor of the
podium of
SEG Jingyuan
Building at a
price no less
than the
evaluated
value of the
building
during this
restructuring.
1. The subject
company is a
limited
liability
company or
stock-limited
company
established
and validly
existing
according to
law with
legitimate
Shenzhen business
Other August 3,
SEG Group qualification; Long-term Being fulfilled
commitments 2016
Co., Ltd. the subject
company has
obtained all
approvals,
permission,
authorization
and permits
required for its
setting up and
operation of
business, all
such
approvals,
permission,
76
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authorization
and permits
are valid and
there exists no
reasons or
situations
which may
cause the
above
approvals,
permission,
authorization
and permits
invalid. 2. The
subject
company has
not any major
lawbreaking
or irregularity
behaviors in
production
operation, nor
any situations
where
termination is
required
according to
the
requirements
of relevant
laws,
regulations,
normative
documents
and Articles of
Association.
As of the date
of issuance of
this
commitment
letter, the
subject
company has
no pending or
77
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
predictable
significant
lawsuit,
arbitration or
administrative
penalty with
amount of
subject of
more than one
million or
which will
generate
adverse
impact on its
operation. 3.
The subject
company will
independently
and fully
fulfill the
labor contracts
it signed with
employees. 4.
If the subject
company is
subject to any
recovery of
fees or penalty
from the
relevant
competent
organization
in industrial
and
commerce,
tax, employee
salaries, social
insurance,
housing fund,
business
qualification
or competent
authorities due
to any facts
78
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
existing
before this
restructuring,
the Company
will fully
indemnify the
subject
company for
all fees owned
by subject
company and
assume all
losses
occurred by
subject
company and
Shenzhen
SEG as a
result of this.
5. The subject
company
legally
possesses the
ownership
and/or right of
usage of office
space, office
equipment,
trademark and
other assets as
necessary to
guarantee
normal
production
operation, has
independent
and complete
assets and
business
structure, has
legal
ownership to
its main assets
with
79
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independent,
complete and
clear
indication of
ownership. 6.
The subject
company has
not any
lawsuit,
arbitration,
judicial
mandatory
enforcement
and other
situations
which
interferes with
the transfer of
company
ownership,
and has not
incurred any
external
guarantee that
is against laws
and articles of
association of
the Company.
After
completion of
this
restructuring,
if any loss is
caused to
Shenzhen
SEG and the
subject
company due
to the
Company's
breach of the
above
commitment,
the Company
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
agrees to
assume the
above
mentioned
liability of
indemnity/co
mpensation to
Shenzhen
SEG, the
subject
company.
"1. The
Company is a
company
limited by
shares
established
and
effectively
existing
according to
law, and has
no
circumstances
of bankruptcy,
dissolution,
liquidation or
Shenzhen Other August 3,
termination Long-term Being fulfilled
SEG Co., Ltd. commitments 2016
according to
current laws,
regulations,
normative
documents or
the Articles of
Association.
The Company
has issued
shares openly
and been
listed
according to
law. As a
listed
company, the
81
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Company
owns the
subject
qualification
of issuing
non-publicly
issued shares
and
purchasing
assets
according to
laws,
regulations
and normative
documents of
China. 2. The
Company has
in recent three
years
complied with
the relevant
industrial and
commercial
administration
laws and
regulations,
running
enterprises
abiding by the
law, and has
no record of
receiving
administrative
punishments
with serious
cases due to
breach of
industrial and
commercial
administration
laws and
regulations;
the Company
does not exist
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
any situations
requiring
termination
according to
relevant laws,
regulations,
normative
documents
and Articles of
Association.
The Company
has not any
legal
impediments
in
going-concern
. 3. The
Company's
holding of
general
meeting,
board of
directors
meeting,
board of
supervisors
meeting,
contents of
resolutions
and their
signing in
recent three
years are
legal, effective
and consistent
with the
provisions of
relevant laws,
regulations,
normative
documents
and articles of
association;
the Company's
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stockholders'
meeting's
authorization
to board of
directors in
recent three
years are
legal, effective
and consistent
with the
provisions of
relevant laws,
regulations,
normative
documents
and Articles of
Association;
the Company's
major
decisions
since being
listed are
legal,
compliant
with
regulations,
true and
effective. 4.
The Company
does not exist
any situations
of receiving
administrative
penalty or
criminal
punishment
from China
Securities
Regulatory
Commission
due to breach
of securities
laws,
administrative
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laws &
regulations or
rules, or any
situations of
receiving
administrative
penalty or
criminal
punishment
with serious
cases due to
breach of
industrial and
commercial,
tax, land,
environmental
protection,
customs laws,
administrative
laws or
regulations. 5.
The Company
has not any
pending or
foreseeable
significant
lawsuit,
arbitration or
administrative
penalty cases.
The
Company's
directors,
supervisors
and senior
executives
have not any
pending or
foreseeable
significant
lawsuit,
arbitration or
administrative
penalty cases.
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6. There does
not exist any
situation of
the Company's
interests being
serious
damaged by
controlling
shareholder or
actual
controller
which has not
been
eliminated. 7.
The Company
and its
affiliated
companies do
not exist any
situation of
illegal
external
guarantee
which has not
been
eliminated yet.
8. The
Company's
current
directors,
senior
executives
have not any
situation of
receiving
administrative
penalty from
CSRC in
recent
thirty-six
months, or
receiving
public censure
from stock
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exchange
during recent
twelve
months. 9.
The Company
and its current
directors and
senior
executives
have not any
situations of
being
investigated
by judicial
authorities due
to alleged
crimes or
being
investigated
by CSRC due
to alleged
irregularities.
10. Before this
restructuring,
the connected
transactions
carried out by
the Company
fulfilled fair
policy-making
procedure as
necessary and
are legal and
effective. 11.
The Company
has not any
situation of
seriously
damaging
investor's
legitimate
rights and
interests and
public
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interests. 12.
Restructuring
of the
Company
conforms to
substantial
conditions for
the
restructuring
of listed
companies
specified in
laws,
regulations
and normative
documents,
including but
not limited to:
(1) the
restructuring
conforms to
national
industrial
policies and
laws and
administrative
regulations
related to
environment
protection,
land
management,
and
anti-monopoly
; (2) the
restructuring
will not make
the Company
inconsistent
with the
share-based
listing
conditions; (3)
the pricing of
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assets in major
asset
restructuring
is fair, and
will not
damage rights
and interests
of the
Company and
its
shareholders;
(4) the
restructuring
can strengthen
the Company's
operating
sustainability,
and will not
result in any
circumstances
in which the
Company's
major assets
are cash or has
no specific
operating
businesses
after
restructuring;
(5) the
restructuring
helps the
Company
maintain
independence
of its actual
controllers
and related
persons in
terms of
business,
asset, finance,
staff, and
organization,
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and conform
to relevant
regulations by
CSRC on
independence
of listed
companies;
(6) the
restructuring
helps the
Company
maintain a
perfect and
effective legal
person
governance
structure; (7)
the
restructuring
follows the
principle of
enhancing the
asset quality,
financial
status, and
sustainable
profitability of
the Company;
and (8) the
restructuring
helps to
reduce
associated
transaction
and avoid peer
competition
for the
Company. 13.
The Company
commits that,
after
completion of
restructuring,
the Company
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will continue
to maintain its
independence
of its actual
controllers
and related
persons in
terms of
business,
asset, finance,
staff, and
organization,
and conform
to relevant
regulations by
CSRC on
independence
of listed
companies.
14. This
restructuring
will not cause
significant
adjustment to
the structure
of board of
directors,
board of
supervisors,
senior
executives of
the Company,
and also will
not involve
any
adjustment in
major
business
decision-maki
ng rule &
procedure,
information
disclosure
mechanism
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and so on.
After
completion of
this
restructuring,
the Company
will strictly
run and
continuously
improve legal
person
governance
structure
according to
the
requirements
of Company
Law,
Securities
Law,
Corporate
Governance
Standards for
Listed
Companies
and other
laws,
regulations
and articles of
association.
15. The
Framework
Agreement for
Issuance of
Shares and
Payment of
Cash for
Assets
Acquisition,
Agreement for
Issuance of
Shares and
Payment of
Cash for
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Assets
Acquisition,
and
Agreement for
Performance
Commitment
and
Compensation
, and its
relevant
formal
transaction
agreement
signed by the
Company with
Shenzhen
SEG Co., Ltd.
as regarding
this
restructuring
are reached by
different
parties to this
transaction of
restructuring
on a equally
basis
following fair
and
reasonable
principle;
these
agreements
are attached
with precedent
conditions and
are binding on
above parties
only after
these
precedent
conditions are
fully satisfied;
the agreement
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is legal and
effective and
does not
contain any
contents
inconsistent
with the
relevant laws,
regulations
and normative
documents.
16. The
Company
undertakes
and
guarantees
that the calling
and convening
procedure and
voting
procedure of
the board of
directors
meeting and
shareholders'
meeting are
consistent
with the
regulations of
the relevant
laws,
regulations,
normative
documents
and Articles of
Association,
and the
contents of
resolutions are
legal and
effective. 17.
The final price
of this
restructuring
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will be
determined
through
consultations
based on
pricing
principle
commonly
determined by
all parties in
accordance
with the
appraisal
result issued
by appraisal
agency with
qualification
of carrying out
securities
business and
evaluated
value of the
subject asset
determined in
the evaluation
report filed at
State-owned
Assets
Supervision
and
Administratio
n Commission
of the People's
Government
of Shenzhen
Municipality,
which is the
expression of
true meaning
of various
parties. 18.
The
information
disclosure
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made by the
Company for
this
restructuring
complies with
the regulations
of relevant
laws,
regulations,
rules and
normative
documents,
and there
exists no
contract,
agreement or
arrangement
which shall be
disclosed but
not disclosed.
19. The
Company's
current
directors,
supervisors,
senior
executives and
shareholders
with more
than 5%
shareholding
and other
insiders
carried out
self-inspection
on the sales
and purchases
of Shenzhen
SEG stocks
within six
months (May
04, 2015)
prior to the
date of trading
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half of this
restructuring
and issued
self-inspection
report, except
Liu Zhijun,
Zheng Dan,
Zhu
Longqing,
Tian Jiliang,
Ying Huadong
and Xu Ning
as disclosed in
self-inspection
reports who
have
purchased and
sold the
Company's
stocks, the no
other
directors,
supervisors,
senior
executives and
shareholders
have
purchased or
sold any
stocks of
Shenzhen
SEG, and
there exists no
situation that
the relevant
personnel
making use of
inside
information of
this
restructuring
in purchasing
and selling
stocks of the
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Company
during
self-inspection
period. 20.
After
completion of
this
restructuring,
the Company
will continue
to perform
necessary
connected
transaction
deliberation
procedure
according to
law,
regulations,
normative
documents
and articles of
association,
the legitimate
rights and
interests of
Shenzhen
SEG and the
whole
shareholders.
21. After
completion of
this
restructuring,
the holding
shareholder of
the Company
is still
Shenzhen
SEG Group
Co., Ltd., and
the actual
controller is
still
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State-owned
Assets
Supervision
and
Administratio
n Commission
of the People's
Government
of Shenzhen
Municipality.
This
restructuring
will not lead
to change of
controlling
shareholder
and actual
controller of
the
Company."
"1. The
Company will
guarantee the
independence
of personnel
of Shenzhen
SEG and
subject
company: (1)
after
completion of
Shenzhen
Other the August 3,
SEG Group Long-term Being fulfilled
commitments restructuring, 2016
Co., Ltd.
the labor,
personnel and
compensation
management
of Shenzhen
SEG are
independent
from the
Company and
related parties,
such as other
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Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
companies,
enterprises, or
other
economic
organizations
controlled by
the Company.
(2) Guarantee
that after
completion of
this
restructuring
the senior
executives of
Shenzhen
SEG and the
subject
company hold
full-time
position at
Shenzhen
SEG and the
subject
company and
receive
compensation,
and will not
assume any
duties other
than director
and supervisor
in the
Company and
other
companies,
enterprises or
other
economic
organizations
and other
connected
parties under
control of the
Company. (3)
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Guarantee not
to, after
completion of
this
restructuring,
interfere with
the
shareholders'
meeting and
board of
directors
meeting's
exercise of
power in
appointment/d
ismissal of
personnel. 2.
Guarantee the
independence
of institutions
of Shenzhen
SEG and
subject
company (1)
guarantee that
after
completion of
this
restructuring
Shenzhen
SEG and
subject
company will
have sound
corporate
governance
structure and
independent,
complete
organization.
(2) Guarantee
that after
completion of
this
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restructuring
the
shareholders'
meeting,
board of
directors
meeting and
board of
supervisors
meeting of
Shenzhen
SEG and
subject
company will
exercise duties
and powers
according to
laws,
regulations
and Articles of
Association of
Shenzhen
SEG and
subject
company. 3.
The Company
will guarantee
the
independence
and
completeness
of Shenzhen
SEG and the
subject
company: (1)
After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
have
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independent
and complete
assets related
to production
and
management.
(2) Guarantee
that after
completion of
this
restructuring
the site for
business
operation of
Shenzhen
SEG and
subject
company are
independent
of the
Company and
other
companies,
enterprises or
other
economic
organizations
and other
connected
parties under
control of the
Company. (3)
Except normal
operational
intercourse,
guarantee that
after
completion of
this
restructuring
Shenzhen
SEG and
subject
company do
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not exist any
situation that
funds or assets
are possessed
by the
Company and
other
companies,
enterprises or
other
economic
organizations
and other
connected
parties under
control of the
Company. 4.
Guarantee the
businesses of
Shenzhen
SEG and
subject
company are
independent
(1) guarantee
that after
completion of
this
restructuring
Shenzhen
SEG and
subject
company have
relevant
qualification
for
independently
carrying out
operational
activities, and
possess
independent,
sustainable
market-oriente
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d operational
capability. (2)
Except the
assets owned
and business
operated
before validity
date of
commitment,
during the
period as
controlling
shareholder of
Shenzhen
SEG, in order
to guarantee
sustainable
development
of Shenzhen
SEG, the
Company will
exercise
supervisory
and restriction
on operating
activities of its
own and the
affiliated
enterprises
under its
control, and
will not
establish new
or acquire any
assets or
businesses
same or
similar with
its main
businesses
within the
operation area
of Shenzhen
SEG, and will
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also not be
engaged in
any activities
which may
damage the
interests of
Shenzhen
SEG and other
companies,
enterprises or
other
economic
organizations
under control
of Shenzhen
SEG; if in
future there
exists any
business
opportunity
same or
similar with
other main
businesses
within
Shenzhen
SEG operation
area, such
opportunity
will
preferentially
recommended
to Shenzhen
SEG and other
companies,
enterprises or
other
economic
organizations
under control
of Shenzhen
SEG.
However, any
of the
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following
cases is an
exception:
However, any
of the
following
cases is an
exception: (1)
Due to
national laws,
regulations
and policies
and other
reasons, any
commercial
properties and
real estate
development
projects
appropriated
or allocated
through
oriented
protocols by
the
government to
SEG Group
and any
enterprises
invested by it;
or (2) When
the general
conditions of
tender,
transfer or
assignment of
specific
commercial
properties and
real estate
development
projects have
specific
requirements
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on the bidder
or assignee,
Shenzhen
SEG is not
qualified but
SEG Group is
qualified.
Commercial
property and
real estate
development
projects that
are same as
the main
business of
Shenzhen
SEG or result
in horizontal
competition
subject to the
above
exclusions
may be
invested and
built by SEG
Group at first.
If Shenzhen
SEG thinks
that such
assets are
eligible to be
injected into
Shenzhen
SEG, upon
receipt of the
written
acquisition
notice from
Shenzhen
SEG, SEG
Group will
negotiate on
acquisition
and transfer
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such projects
to Shenzhen
SEG. (3)
Guarantee that
after
completion of
this
restructuring,
the Company
and other
companies,
enterprises,
other
economic
organizations
or other
connected
parties under
control of the
Company will
reduce
connected
transactions
with Shenzhen
SEG and
subject
company and
other
companies,
enterprises,
other
economic
organizations
or other
connected
parties under
their control;
for any
connected
transactions
which are
indeed
necessary and
unavoidable,
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guarantee to
carry out fair
operation
following
market
principle at
fair price and
fulfill relevant
approval
procedure and
information
disclosure
obligations
according to
the provisions
of relevant
laws,
regulations
and normative
documents. 5.
The Company
will guarantee
the financial
independence
of Shenzhen
SEG and the
subject
company: (1)
After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
establish an
independent
financial
department,
independent
financial
accounting
system, and
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standard and
independent
financial
accounting
rules. (2) After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
separately
open an
account in
banks, and do
not share
accounts with
the Company
and related
parties, such
as other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company.
(3) After
completion of
the
restructuring,
financial
personnel of
Shenzhen
SEG and the
subject
company will
not hold a
part-time job
in the
Company or
related parties,
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such as other
companies,
enterprises, or
other
economic
organizations
controlled by
the Company.
(4) After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
independently
make financial
decisions, and
the Company
will not
interfere with
fund usage of
Shenzhen
SEG and the
subject
company. (5)
After
completion of
the
restructuring,
Shenzhen
SEG and the
subject
company will
pay taxes
independently
according to
laws. In case
of breach of
the foregoing
commitments,
the Company
will bear all
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losses thus
incurred to
Shenzhen
SEG, and the
subject
company."
1. The
Company has
not any of the
following
situations as
specified in
Clause 6,
Administrative
Measures On
Acquisition Of
Listed
Companies:
(1) Damage
legitimate
rights and
interests of the
company
acquired and
Shenzhen
Other its August 3,
SEG Group Long-term Being fulfilled
commitments shareholders 2016
Co., Ltd.
utilizing
acquisition of
listed
company; (2)
With large
amount of
outstanding
debts and this
in-debt status
has lasted for
a certain
period of time;
(3) Has actual
or alleged
serious illegal
activities in
recent three
years; (4) Has
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serious
behaviors of
breaching
promises in
securities
market in
recent three
years; (5)
Other
situations in
which no
acquisition of
listed
companies are
allowed
according to
laws and
administrative
regulations
and in the
opinions of
CSRC. 2. The
Company and
its main
managers
have not
suffered from
any
administrative
punishment
(administrativ
e punishment
obviously
unrelated to
security
market
excluded),
criminal
punishment,
major civil
lawsuit or
arbitration
related to
economic
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disputes
within the last
five years. In
case of breach
of the
foregoing
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
SEG, and the
subject
company."
"1. The
Company is
an enterprise
incorporated
in China that
owns the full
capacity for
civil conduct
and has the
legal body
qualification
for
participating
Shenzhen in the
Other August 3,
SEG Group restructuring, Long-term Being fulfilled
commitments 2016
Co., Ltd. signing
agreements
with Shenzhen
SEG, and
performing
rights and
obligations
under the
agreement. 2.
Except that
the property
located at 4F,
Block 2, SEG
Industry
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Building of
SEG Property
Investment
funded by the
Company is to
handle the
transfer
formality
(with no legal
impediment),
the Company
has fulfilled
the obligation
of
contributing
capital to the
subject
company, and
has no acts
against its
obligations
and
responsibilitie
s as a
shareholder,
such as false
contribution,
deferred
investment, or
withdrawal of
capital. There
are no
circumstances
that may
affect the legal
existence of
the subject
company. 3.
There is no
dispute or
potential
dispute over
ownership of
equities of the
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subject
company.
There are no
circumstances
that may
affect the legal
existence of
the subject
company. 4.
The equities
held by the
Company in
the subject
company are
actually
legally owned.
There is no
actual dispute
or potential
dispute over
ownership of
equities, no
trust,
shareholding
under
entrustment or
similar
arrangement,
no
commitment
or
arrangement
of forbidden
transfer or
limited
transfer, no
pledge,
freezing, seals
up, property
preservation
or other
limitation of
rights, and no
lawsuit,
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arbitration or
other forms of
dispute which
would affect
the
restructuring.
Meanwhile,
the Company
guarantees
that the
equities it held
in the subject
company will
maintain the
status until the
equities are
registered
under
Shenzhen
SEG after
change of
registration. 5.
The equities
held by the
Company in
the subject
company are
assets with
clear
ownership.
The Company
undertakes
that there are
no legal
obstacles to
stock transfer
after the
restructuring
of Shenzhen
SEG is
approved by
CSRC, and no
credit and debt
disputes. The
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Company
promises to
complete
formalities for
ownership
transfer of
these equities
within the
agreed period.
6. Before the
equities are
registered
under
Shenzhen
SEG after
change of
registration,
the Company
undertakes
that the
subject
company will
maintain
normal,
orderly, and
legitimate
operation, and
will not take
actions
irrelevant to
normal
production
and
management,
such as
disposal of
assets,
external
guarantee, or
additional
major debts,
or illegally
transfer or
conceal assets
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and business.
If the
foregoing
actions are
indeed
necessary,
provided that
national laws,
regulations,
and normative
documents are
not violated,
these actions
can be taken
only after
written
approval of
Shenzhen
SEG. 7. The
Company
undertakes
that there are
not any
ongoing or
potential
litigation,
arbitration, or
dispute that
may affect the
Company's
equity
transfer, and
all agreements
or contracts do
not contain
restrictive
clauses that
may affect the
Company's
equity
transfer. The
Articles of
Association,
internal
120
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
management
system
documents,
and contracts
or agreements
do not contain
restrictive
clauses that
may affect the
Company's
equity
transfer. In
case of breach
of the
foregoing
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
SEG."
"The
Company has
not disclosed
any insider
information
about the
restructuring
or utilized
such insider
information
Shenzhen
Other for insider August 3,
SEG Group Long-term Being fulfilled
commitments trading. In 2016
Co., Ltd.
case of breach
of the
foregoing
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
SEG."
121
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
"1. Shares of
Shenzhen
SEG
subscribed by
the Company
in the
restructuring
will be locked
up for 36
months from
the date of
listing. Shares
of Shenzhen
SEG acquired
in the
restructuring
shall not be
traded or
transferred or
managed by
others under
Shenzhen
Other entrustment or August 3,
SEG Group Long-term Being fulfilled
commitments repurchased 2016
Co., Ltd.
by Shenzhen
SEG within 36
months from
the date of
completion of
the offering.
After the
completion of
this offering,
additional
shares held
due to bonus
shares and
converted
equity capital
shall be also
subject to the
foregoing
agreement.
When the
foregoing
122
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
lockup period
expires, share
transfer and
transaction
will be subject
to the valid
laws,
regulations,
and
provisions,
rules, and
requirements
of China
Securities
Regulatory
Commission
and Shenzhen
Stock
Exchange. 2.
If the closing
price of
Shenzhen
SEG stocks is
lower than the
initial offer
price for
consecutively
20 trading
days within 6
months after
the
completion of
the
restructuring
or the closing
price of
Shenzhen
SEG stocks is
lower than the
initial offer
price at the
end of 6
months after
the
123
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
completion of
the
restructuring,
the lockup
period of
Shenzhen
SEG stocks
will be
automatically
extended for 6
months. 3. If
the
information
provided or
disclosed in
the
restructuring
is suspected of
false
representation
s, misleading
statements, or
material
omissions and
the judicial
authority or
China
Securities
Regulatory
Commission
investigates
and places the
case on file,
shares of
Shenzhen
SEG held by
the Company
will not be
transferred. 4.
Before the
restructuring,
all stocks of
Shenzhen
SEG held by
124
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the Company
shall not be
transferred
within 12
months after
the
completion of
the
restructuring.
5. If relevant
laws,
regulations,
and normative
documents
have special
requirements
on the lockup
period of
shares, these
laws,
regulations,
and normative
documents
shall prevail.
6. If the
foregoing
lockup period
is not
consistent
with the latest
regulation
requirement of
the security
regulatory
authority, the
Company
agrees to
adjust it
according to
the latest
regulation
opinion of the
regulation
suggestion of
125
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the security
regulatory
authority and
implement the
relevant
provision of
China
Securities
Regulatory
Commission
and Shenzhen
Stock
Exchange
after the
lockup period
expires.
"1. In the
recent 5 years,
the Company
has not been
subject to any
administrative
penalty
(except those
not related to
the securities
market) or
criminal
penalty. 2. In
Shenzhen Before
Other the recent 5 August 3,
SEG Group completion of Being fulfilled
commitments years, except 2016
Co., Ltd. restructuring
for those cases
that have been
concluded,
such as the
case of Hainan
SEG
International
Trust and
Investment
Company,
Zhongshi
case, GTJA
case and
126
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Dasheng case,
the Company
is not involved
in other major
civil
proceedings or
arbitration
(the subject in
dispute of 10
million Yuan)
related to
economic
disputes. 3.
The Company
has never been
suspected of
insider trading
related to
major asset
restructuring
and placed on
file for
investigation
or placed on
file with the
case not
settled. In the
recent 5 years,
the Company
has never
failed to repay
large debts or
fulfill
commitments,
or been
subject to
administrative
supervision
measures by
the CSRC or
disciplinary
action by the
Stock
Exchange due
127
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
to insider
trading related
to major assets
restructuring,
or been held
criminally
liable by the
judicial
authorities
according to
law. In case of
breach of the
foregoing
commitments,
the Company
will bear all
losses thus
incurred to
Shenzhen
SEG."
"1. I have not
been subject
to any
Bo Hongxi, administrative
Cao Xiang, penalty by the
Fan Zhiqing, CSRC in
Li Luoli, Liu recent 36
Fusong, Liu months, or
Zhijun, Ru public censure
Guiqin, Song by the Stock
Pingping, Exchange in
Before
Tang Other the recent 12 August 3,
completion of Being fulfilled
Chongyin, commitment months. 2. I 2016
restructuring
Wang Li, Xu have not been
Ning, Yu investigated
Qian, Zhang by judicial
Guangliu, authorities due
Zhang Haifan, to alleged
Zheng Dan, crimes or by
Zhong CSRC due to
Longqing alleged
irregularities.
In case of
breach of the
128
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
following
commitments,
I will bear all
losses thus
incurred to
Shenzhen
SEG."
"1. In the
recent 5 years,
the Company
has not been
subject to any
administrative
penalty or
criminal
penalty or
involved in
other major
civil
proceedings or
arbitration
related to
Directors, economic
supervisors, disputes. 2.
and senior The Company Before
Other August 3,
executives of has never been completion of Being fulfilled
commitments 2016
Shenzhen suspected of restructuring
SEG Group insider trading
Co., Ltd. related to
major asset
restructuring
and placed on
file for
investigation
or placed on
file with the
case not
settled. In the
recent 5 years,
the Company
has never
failed to repay
large debts or
fulfill
129
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
commitments,
or been
subject to
administrative
supervision
measures by
the CSRC or
disciplinary
action by the
Stock
Exchange due
to insider
trading related
to major assets
restructuring,
or been held
criminally
liable by the
judicial
authorities
according to
law. In case of
breach of the
following
commitments,
I will bear all
losses thus
incurred to
Shenzhen
SEG."
SegMaker, "1. In the
SEG Kangle, recent 3 years,
SEG Property the Company
Development, has not been
SEG Property subject to any
Investment, major
Before
SEG New Other administrative August 3,
completion of Being fulfilled
City commitments punishment or 2016
restructuring
Construction, criminal
SEG Property punishment or
Management, involved in
Huizhou other major
Qunxing, civil
Xi'an SEG, proceedings or
130
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Beijing arbitration
related to
economic
disputes. 2.
The Company
has never been
suspected of
insider trading
related to
major asset
restructuring
and placed on
file for
investigation
or placed on
file with the
case not
settled. In the
recent 5 years,
the Company
has never
failed to repay
large debts or
fulfill
commitments,
or been
subject to
administrative
supervision
measures by
the CSRC or
disciplinary
action by the
Stock
Exchange due
to insider
trading related
to major assets
restructuring,
or been held
criminally
liable by the
judicial
authorities
131
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
according to
law. In case of
breach of the
following
commitments,
I will bear all
losses thus
incurred to
Shenzhen
SEG."
"1. SEG
Group has
legal
ownership of
lands,
properties, and
equities
transferred to
SegMaker
without
compensation
before the
restructuring,
and there is no
dispute over
the ownership
Shenzhen
Other of transferred August 3,
SEG Group Long-term Being fulfilled
commitments assets. Except 2016
Co., Ltd.
for some
mortgaged
properties that
require the
consent of the
mortgagee,
there is no
legal obstacle
to the
registration of
ownership
change. 2. The
Company
undertakes to
complete the
formalities of
132
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
ownership
registration
change of
assets
transferred to
SegMaker
before the
Board of
Directors
reviews the
restructuring
draft. The
Company will
compensate
SegMaker in
full if
SegMaker is
held
responsible or
punished, or
suffer any
other loss due
to the
Company's
violation of
the foregoing
commitment
or defects of
the transferred
assets."
"As of the
date of
issuance of the
commitment
letter, SEG
Kangle owns
Shenzhen Before
Other 9 properties August 3,
SEG Group completion of Being fulfilled
commitments with the total 2016
Co., Ltd. restructuring
construction
area of
12,941.28
square meters.
The actual
proprietor of
133
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the property
located at 1F,
Block 1, SEG
Industry
Building with
an area of 902
square meters
is SEG Group.
Due to the
provision that
industrial
buildings in
Shenzhen
shall be
transferred as
a whole, the
transfer
registration
formality for
the property
has not been
handled. The
actual
proprietor of
Room 508,
Block 4, SEG
Residential
Quarter is
SEG Kangle,
but the
property is
registered
under SEG
Group and the
transfer
formality for
the property
has not been
handled. The
Company
undertakes
that all parties
have no
disputes over
134
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the ownership
of the
foregoing
property
whose
registered
proprietor is
SEG Kangle
but whose
actual
proprietor is
SEG Group
and the
property
whose
registered
proprietor is
SEG Group
but whose
actual
proprietor is
SEG Kangle.
SEG Group
will assist
SEG Kangle
in completing
the division
and transfer
registration
formalities for
the foregoing
properties.
After the
restructuring,
if Shenzhen
SEG suffers
any losses due
to ownership
of such
properties,
SEG Group
will
compensate
Shenzhen
135
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
SEG in full. 2.
The
construction
in
process-assem
bly workshop
that SEG
Group uses to
contribute
capital to SEG
Property
Investment is
4F, Block 2,
SEG Industry
Building (real
estate
proprietorship
certificate
No.: S. F. D.
Zi. No.
3000759297)
with the total
area of
1,936.71
square meters.
The property
was delivered
to SEG
Property
Investment
upon capital
contribution,
but the
transfer
formality
could not be
handled
without the
certificate on
capital
contribution.
Due to
negligence of
the handler,
136
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
the property
was registered
under SEG
Group
together with
other
properties of
SEG Industry
Building
belonging to
SEG Group.
Due to the
restriction of
transfer of
industrial
buildings as a
whole, the
transfer
formality has
not been
handled. SEG
Property
Investment
has been
occupying,
using, and
acquiring
operating
revenue from
the property
since capital
contribution.
The Company
will assist
SEG Property
Investment in
completing
the transfer
registration
formality of
the foregoing
property. After
the
restructuring,
137
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
if Shenzhen
SEG suffers
any losses due
to ownership
of such
properties,
SEG Group
will
compensate
Shenzhen
SEG in full. 3.
The Company
will help and
propel the
subject
company and
its subsidiaries
to complete
ownership
registration of
land and
property
assets and
regulate the
land purpose.
4. If due to
land use rights
and property
assets existing
before the
completion of
the
restructuring,
the subject
company and
its subsidiaries
(1) fail to
timely handle
the land use
rights and the
proprietorship
certificate
(excluding
results not
138
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
caused by the
subject
company and
its
subsidiaries,
such as force
majeure, laws,
policies,
government
management,
and change in
planned land
purpose); or
(2) cannot
handle the
relevant land
use rights and
real estate
proprietorship
certificate
(excluding
results not
caused by the
subject
company and
its
subsidiaries,
such as force
majeure, laws,
policies,
government
management,
and change in
planned land
purpose); or
(3) are subject
to other
circumstances
of
nonstandard
land use rights
and properties
(excluding
results not
139
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
caused by the
subject
company and
its
subsidiaries,
such as force
majeure, laws,
policies,
government
management,
and change in
planned land
purpose), and
suffer actual
losses
including but
not limited to
compensation,
fines,
expenses, and
interests
damage, the
Company will
compensate
the subject
company and
its subsidiaries
in full.
Before
issuance date
of the
restructuring
report of
Shenzhen
SEG, SEG
Shenzhen Before
Other Group will August 3,
SEG Group completion of Being fulfilled
commitments finish 2016
Co., Ltd. restructuring
formalities
related to
transfer of
ownership of
the property
(4F, Block 2,
SEG Industry
140
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Building). If
SEG Group
fails to finish
the formalities
at expiration,
SEG Group
agrees to
compensate
SEG Property
Investment
RMB 1.5
million in
currency, and
allows SEG
Property
Investment to
continue to
use the
property for
free until SEG
Group
transfers the
ownership of
the property to
SEG Property
Investment.
SEG Group
agrees to
compensate
SEG Property
Investment for
any operating
loss or other
economic loss
of SEG
Property
Investment
caused by
SEG Group's
failure in
transferring
the ownership
of the
property.
141
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
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
Commitment
trademarks
on horizontal
registered by
Shenzhen competition,
Commitment made at the time of SEG Group at
SEG Group related July 1, 1996 Long-term Being fulfilled
initial public offerings or refinancing the National
Co., Ltd. transaction,
Trademark
and capital
Bureau; SEG
occupation
Group agreed
that the
Company
used the
aforesaid
trademarks or
similar signs
as the
Company’s
logo and used
the trademarks
and signs
during its
operation; the
Company
need not pay
any fee to
SEG Group
for using the
142
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
aforesaid
trademarks or
signs.
As for the
problem
pointed out by
Shenzhen
Office of
China
Securities
Regulatory
Commission
during on-site
inspection in
the Company
that the
Company and
SEG Group
are
competitive in
Commitment the electronic
on horizontal business, the
Shenzhen competition, Company has
September 14,
SEG Group related received a Long-term Being fulfilled
2007
Co., Ltd. transaction, written
and capital Commitment
occupation Letter from
SEG Group on
September 14,
2007. The
content of the
Commitment
Letter is as
follows: "The
competition in
electronic
business
between SEG
Group and
Shenzhen
SEG Co., Ltd.
occurs due to
historical
reasons and
143
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
objective
market
development
background.
SEG Group
hereby
commits that
we will not
separately
operate
businesses
similar to
those of
Shenzhen
SEG in the
same city."
The 6th
interim The term of
meeting of the validity is
5th Board of from February
Directors held 1, 2011 to
on January 26, January 31,
2011 reviewed 2016, five
and approved years in total.
the Proposal And the
of Solving the entrusted
Horizontal operating
Commitment
Competition management
on horizontal
between the contract
Shenzhen competition,
Company and January 26, expires within
SEG Group related Being fulfilled
Its Controlling 2011 the report
Co., Ltd. transaction,
Shareholder. period. As of
and capital
After friendly the end of the
occupation
consultation, report period,
SEG Group the Contract
agreed to has been
entrust the renewed, and
Company to the term of
operate and validity is
manage with from February
full authority 1, 2016 to
SEG January 31,
Communicatio 2017.
ns Market
144
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
under direct
management
of SEG
Group.
Therefore, the
two parties
have signed
the
entrustment
operation and
management
contract, and
SEG Group
will pay the
Company
RMB 200,000
Yuan as
entrust
management
expenses.
Commitment on equity incentives Not applicable
Based on our
confidence in
economic
prospect of
China and
future
development
of the
Company, in
order to
Other commitments made to the Shenzhen jointly
Other
medium and small shareholders of the SEG Group maintain a July 9, 2015 12 months Fulfilled
commitments
Company Co., Ltd. stable capital
market and
promote a
sustainable,
stable and
healthy
development
of the
Company,
Shenzhen
SEG Group
145
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
Co., Ltd., the
holding
shareholder of
the Company,
hereby
commits that,
it will not
reduce the
amount of
shares of the
Company it
holds within
the coming
twelve months
since the
issuance date
of this
Announcemen
t, i.e., July 9.
Whether commitments were fulfilled
Yes
on time
In case the commitments are not
fulfilled at expiration, the Company
should provide explanation on N/A
unfulfilled items, and the next work
plans.
VI. Estimation of operating results of 2016
Warning of negative estimated accumulated net profit from the beginning of the year to the end of the next report period or large
fluctuation over the same period of the previous year and causes
□ Applicable √ Not applicable
V. Securities investment
√ Applicable □ Not applicable
Shares Sharehold Gains and
Short Initial Shares Sharehold Closing
held at ing ratio losses in
Stock Stock form of investmen held at ing ratio book Accounti Source of
the at the the report
type code the t cost period at the end value ng item shares
beginning beginning period
security (Yuan) end of period (Yuan)
of period of period (Yuan)
Youhao 634,137.3 Financial Initial
Share 600778 90,405.00 60,683 0.04% 60,683 0.04%
Group 5 assets share
146
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
available
for sale
Long-ter
Huakong 279,307,0 201,345,0 201,345,0 175,501,2 -6,241,99 m equity Initial
Share 000068 20.00% 20.00%
SEG 46.38 33 33 31.93 9.33 investmen share
t
Financial
SEG
8,275,321 13,515,39 assets Initial
Share 832770 Navigatio 7,500,000 11.38% 7,500,000 11.38%
.43 2.83 available share
ns
for sale
287,672,7 208,905,7 208,905,7 189,650,7 -6,241,99
Total - - - -
72.81 16 16 62.11 9.33
VI. Derivative investment
□ Applicable √ Not applicable
No derivative investment is involved in the report period.
VII. Registration form for investigations, communication and interviews in the report period
√ Applicable □ Not applicable
Time Means Type Investigation Index
Inquire about the progress status of
major assets restructuring. The Company
July 6, 2016 Phone call Individual
has given a reply according to the actual
progress status that has been disclosed.
Inquire about the progress status of
major assets restructuring. The Company
July 14, 2016 Phone call Individual
has given a reply according to the actual
progress status that has been disclosed.
Inquire about the progress status of
major assets restructuring. The Company
July 27, 2016 Phone call Individual
has given a reply according to the actual
progress status that has been disclosed.
Inquire about the assets injection related
information in this major asset
restructuring. The Company has given a
August 9, 2016 Phone call Individual
reply according to the major asset
restructuring report that has been
disclosed.
August 18, 2016 Phone call Individual Inquire about the number of shareholders
147
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
as of August 15.The Company has given
a reply according to the register of
shareholders released by the Securities
Depository and Clearing Corporation.
Inquire about the progress status of
major assets restructuring. The Company
August 23, 2016 Phone call Individual
has given a reply according to the actual
progress status that has been disclosed.
Inquire about the number of shareholders
as of August 30.The Company has given
August 31, 2016 Phone call Individual a reply according to the register of
shareholders released by the Securities
Depository and Clearing Corporation.
Inquire about voting results of the
shareholders' meeting of the Company.
September 1, 2016 Phone call Individual The Company has given a reply
according to the disclosed notice of the
shareholders' meeting.
Inquire about the progress status of
major assets restructuring. The Company
September 7, 2016 Phone call Individual
has given a reply according to the actual
progress status that has been disclosed.
Inquire about the progress status of
approval of major asset restructuring by
China Securities Regulatory
September 19, 2016 Phone call Individual
Commission. The Company has given a
reply according to the actual progress
status that has been disclosed.
Inquire about main business,
transformation, and private placement of
the Company. The Company has given a
September 21, 2016 On-site investigation Organization
reply according to the actual condition
and disclosed such information on
irm.cninfo.com.cn .
Inquire about main business,
transformation, and major asset
restructuring progress of the Company.
September 28, 2016 On-site investigation Organization The Company has given a reply
according to the actual condition and
disclosed such information on
irm.cninfo.com.cn .
148
Full text of 2016 Q3 Report of Shenzhen SEG Co., Ltd.
VIII. Illegal external guarantee
□ Applicable √ Not applicable
No illegal external guarantee is involved in the report period.
IX. Non-operating capital occupation on the listed company by the controlling shareholders
and related parties
□ Applicable √ Not applicable
No non-operating capital occupation on the listed company by the controlling shareholders and related parties is involved in the
report period.
149
Full text of Q3 2016 Report of Shenzhen SEG Co., Ltd.
Chapter 4 Financial Statements
I. Financial Statements
1. Consolidated Balance Sheet
Prepared by: Shenzhen SEG Co., Ltd.
September 30, 2016
Unit: Yuan
Item Closing balance Opening balance
Current assets:
Monetary funds 198,351,497.31 276,863,429.10
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
gains and losses
Derivative financial assets
Notes receivable 100,792.00
Accounts receivable 68,751,597.89 98,212,422.87
Advances 85,887,752.86 129,044,887.26
Premiums receivable
Reinsurance accounts receivable
Reinsurance deposit receivable
Interest receivable
Dividends receivable
Other accounts receivable 60,964,997.67 27,352,784.33
Redemptory monetary capital for
resale
Inventory 610,981,171.82 450,809,934.72
Held-for-sale assets
Non-current assets due within one
year
Other current assets 190,695,564.93 339,430,419.74
Total current assets 1,255,733,374.48 1,361,713,878.02
150
Full text of Q3 2016 Report of Shenzhen SEG Co., Ltd.
Non-current assets:
Loans and advances issued 492,740,126.16 475,520,822.08
Financial assets available for sale 34,429,530.18 34,539,973.24
Held-to-maturity investment
Long-term receivables
Long-term equity investment 186,640,560.07 185,122,573.88
Investment properties 429,840,258.51 443,851,726.40
Fixed assets 37,155,404.45 37,524,425.25
Construction in progress 186,583.94 140,810.00
Engineering materials
Disposal of fixed assets 4,577.55
Productive biological assets
Oil & gas assets
Intangible assets 893,740.28 1,143,762.11
Development expenses
Goodwill 10,328,927.82 10,328,927.82
Long-term expenses to be amortized 51,422,694.54 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 1,254,076,218.07 1,252,946,646.35
Total assets 2,509,809,592.55 2,614,660,524.37
Current liabilities:
Short-term borrowing 366,803,646.30 367,759,630.48
Loans from central bank 0.00
Deposits from customers and
0.00
interbank
Loans from other banks 0.00
Financial liabilities measured by fair
value with changes included in current 0.00
gains and losses
Derivative financial liabilities 0.00
Notes payable 0.00
Accounts payable 22,763,090.01 89,908,781.98
Advances from customers 134,757,155.28 190,430,121.05
Financial assets sold for repurchase 0.00
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Service charges and commissions
0.00
payable
Payroll payable 7,749,915.62 21,849,134.16
Taxes payable 27,028,822.77 34,645,030.07
Interest payable 698,717.58 516,758.34
Dividends payable 17,302,998.39 2,218,224.58
Other payables 213,350,044.16 194,329,885.69
Reinsurance accounts payable 0.00
Insurance deposit 0.00
Customer brokerage deposits 0.00
Securities underwriting brokerage
0.00
deposits
Held-for-sale liabilities 0.00
Non-current liabilities due within one
0.00
year
Other current liabilities 0.00
Total current liabilities 790,454,390.11 901,657,566.35
Non-current liabilities:
Long-term borrowing
Bonds payable
Preferred stock
Perpetual capital securities
Long-term payables
Payroll payable
Special payables
Estimated liabilities 7,000,000.00
Deferred income 9,580,672.59 9,634,114.77
Deferred income tax liabilities 15,164,797.29 16,024,102.35
Other non-current liabilities
Total non-current liabilities 24,745,469.88 32,658,217.12
Total liabilities 815,199,859.99 934,315,783.47
Owners' equity:
Share capital 784,799,010.00 784,799,010.00
Other equity instruments 0.00
Preferred stock 0.00
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Perpetual capital securities 0.00
Capital reserve 506,553,643.41 506,545,831.11
Less: Treasury shares 0.00
Other comprehensive income 271,582.93 326,662.48
Special reserve 0.00
Surplus reserve 109,922,336.87 109,922,336.87
General risk provision
Undistributed profits 92,141,436.12 73,532,388.70
Total owners' equity attributable to the
1,493,688,009.33 1,475,126,229.16
parent company
Minority shareholders' equity 200,921,723.23 205,218,511.74
Total owners' equity 1,694,609,732.56 1,680,344,740.90
Total liabilities and owners' equity 2,509,809,592.55 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 119,898,506.02 186,369,470.58
Financial assets measured by fair value
with changes included in current gains and
losses
Derivative financial assets
Notes receivable
Accounts receivable 580,380.00
Advances 699,860.00 418,544.10
Interest receivable
Dividends receivable 11,340,000.00
Other accounts receivable 704,807,909.31 570,671,617.38
Inventory 939,772.39 112,715.50
Held-for-sale assets
Non-current assets due within one year
Other current assets 280,000,000.00 393,166,401.54
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Total current assets 1,118,266,427.72 1,150,738,749.10
Non-current assets:
Financial assets available for sale 33,515,392.83 33,515,392.83
Held-to-maturity investment
Long-term receivables
Long-term equity investment 466,624,086.31 455,106,100.12
Investment properties 276,510,527.01 284,399,860.14
Fixed assets 19,410,805.19 19,458,584.25
Construction in progress 140,810.00
Engineering materials
Disposal of fixed assets 4,577.55
Productive biological assets
Oil & gas assets
Intangible assets 474,650.50 622,054.24
Development expenses
Goodwill
Long-term expenses to be amortized 7,246,537.97 7,000,181.66
Deferred income tax assets 8,242,045.89 8,242,045.89
Other non-current assets
Total non-current assets 812,028,623.25 808,485,029.13
Total assets 1,930,295,050.97 1,959,223,778.23
Current liabilities:
Short-term borrowing 290,000,000.00 315,000,000.00
Financial liabilities measured by fair
value with changes included in current gains 0.00
and losses
Derivative financial liabilities 0.00
Notes payable 0.00 0.00
Accounts payable 79,596.00 36,075.52
Advances from customers 14,375,575.43 42,704,620.99
Payroll payable 2,335,933.25 13,652,201.42
Taxes payable 13,087,036.64 10,033,418.41
Interest payable 0.00 477,402.78
Dividends payable 119,803.29 119,803.29
Other payables 86,068,040.99 95,119,560.37
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Held-for-sale liabilities 0.00
Non-current liabilities due within one
0.00 0.00
year
Other current liabilities 0.00 0.00
Total current liabilities 406,065,985.60 477,143,082.78
Non-current liabilities:
Long-term borrowing
Bonds payable
Preferred stock
Perpetual capital securities
Long-term payables
Payroll payable
Special payables
Estimated liabilities 0.00 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 9,500,000.00 16,500,000.00
Total liabilities 415,565,985.60 493,643,082.78
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 70.19 0.00
Special reserve 0.00 0.00
Surplus reserve 109,922,336.87 109,922,336.87
Undistributed profits 112,225,998.18 63,085,510.75
Total owners' equity 1,514,729,065.37 1,465,580,695.45
Total liabilities and owners' equity 1,930,295,050.97 1,959,223,778.23
Legal representative: Wang Li, Person in charge of accounting: Liu Zhijun, Responsible person of the accounting institution: Ying Huadong
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3. Consolidated Profit Statement in the Report Period
Unit: Yuan
Item Amount incurred in the current period Amount incurred in the previous period
I. Total operating revenue 149,787,589.78 212,602,324.33
Including: Operating revenue 139,478,273.85 194,784,480.30
Interest income 8,204,499.97 17,246,745.96
Earned premiums 0.00
Service charges and
2,104,815.96 571,098.07
commissions income
II. Total operating cost 124,131,586.17 194,717,803.24
Including: Operating cost 110,866,002.03 170,669,427.73
Interest expenses 0.00 1,047,588.22
Commissions 0.00
Surrender value 0.00
Net compensation pay-outs 0.00
Net insurance deposit
0.00
accrued
Insurance dividends 0.00
Reinsurance expenses 0.00
Operating tax and
1,905,261.68 6,311,149.42
surcharges
Sale expenses 390,091.93 399,567.41
Management expenses 9,058,239.31 9,201,128.68
Financial cost 2,430,877.78 3,787,208.47
Loss from asset impairment -518,886.56 3,301,733.31
Income from change of fair value
0.00
(enter "-" for loss)
Income from investment
1,135,525.46 4,033,761.47
(enter "-" for loss)
Including: Income from
investment in joint ventures or -1,655,333.15 526,748.08
associates
Income from exchange (enter
0.00
"-" for loss)
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III. Operating profit (enter "-" for loss) 26,791,529.07 21,918,282.56
Add: Non-operating revenue 598,833.52 296,764.20
Including: Gains on disposal
0.00 688.90
of non-current assets
Less: Non-operating expenses 1,127,772.53 12,206.35
Including: Loss from disposal
1,672.51 19,709.12
of non-current assets
IV. Total profit (enter "-" for total loss) 26,262,590.06 22,202,840.41
Less: Income tax 5,281,530.11 7,803,559.99
V. Net profit (enter "-" for net loss) 20,981,059.95 14,399,280.42
Net profit attributable to owners of
15,422,191.47 7,280,509.44
the parent company
Profit and loss of minority
5,558,868.48 7,118,770.98
shareholders
VI. Net of tax of other comprehensive
34,156.28
incomes
Total owners' net of tax of other
comprehensive incomes attributable to 22,748.63
the parent company
1. Other comprehensive incomes
not to be reclassified into gains and 0.00
losses
(1) Changes of net
liabilities or net assets of the 0.00
re-measured defined benefit plans
(2) Shares of the investee
of other comprehensive incomes not to
0.00
be reclassified into gains and losses
under the equity method
2. Other comprehensive incomes
22,748.63
to be reclassified into gains and losses
(1) Shares of the investee
of other comprehensive incomes to be
22.09
reclassified into gains and losses under
the equity method
(2) Gains and losses from
changes of fair value of the 22,726.54
available-for-sale financial assets
(3) Held-to-maturity 0.00
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investments categorized as gains and
losses from the available-for-sale
financial assets
(4) Effective gains or loss
0.00
from cash flows
(5) Foreign currency
0.00
translation differences
(6) Others 0.00
Net of tax of other comprehensive
incomes attributable to minority 11,407.65
shareholders
VII. Total comprehensive income 21,015,216.23 14,399,280.42
Total comprehensive income
attributable to shareholders of the 15,444,940.10 7,280,509.44
parent company
Total comprehensive income
5,570,276.13 7,118,770.98
attributable to minority shareholders
VIII. Earnings per share
1. Basic earnings per share 0.0197 0.0095
2. Diluted earnings per share 0.0197 0.0095
Legal representative: Wang Li, Person in charge of accounting: Liu Zhijun, Responsible person of the accounting institution: Ying Huadong
4. Profit Statement of the Parent Company in the Report Period
Unit: Yuan
Item Amount incurred in the current period Amount incurred in the previous period
I. Operating revenue 23,942,257.49 28,747,818.26
Less: Operating cost 13,565,699.04 28,258,319.33
Operating tax and surcharges 170,433.25 1,641,683.79
Sale expenses 0.00 0.00
Management expenses 4,959,586.20 3,981,108.87
Financial cost -7,860,250.82 -5,840,334.72
Loss from asset impairment 0.00 0.00
Income from change of fair value
0.00 0.00
(enter "-" for loss)
Income from investment
7,303,310.41 18,134,531.78
(enter "-" for loss)
Including: Income from -1,655,333.15 526,748.08
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investment in joint ventures or
associates
II. Operating profit (enter "-" for loss) 20,410,100.23 18,841,572.77
Add: Non-operating revenue 129,776.01 0.31
Including: Gains on disposal
0.00 0.00
of non-current assets
Less: Non-operating expenses 1,076,373.55 0.00
Including: Loss from disposal
0.00 0.00
of non-current assets
III. Total profit (enter "-" for total loss) 19,463,502.69 18,841,573.08
Less: Income tax 321,259.05 2,356,490.23
V. Net profit (enter "-" for net loss) 19,142,243.64 16,485,082.85
V. Net of tax of other comprehensive
22.09 0.00
incomes
1. Other comprehensive incomes
not to be reclassified into gains and 0.00 0.00
losses
(1) Changes of net
liabilities or net assets of the 0.00 0.00
re-measured defined benefit plans
(2) Shares of the investee
of other comprehensive incomes not to
0.00 0.00
be reclassified into gains and losses
under the equity method
2. Other comprehensive incomes
22.09 0.00
to be reclassified into gains and losses
(1) Shares of the investee
of other comprehensive incomes to be
22.09 0.00
reclassified into gains and losses under
the equity method
(2) Gains and losses from
changes of fair value of the 0.00 0.00
available-for-sale financial assets
(3) Held-to-maturity
investments categorized as gains and
0.00 0.00
losses from the available-for-sale
financial assets
(4) Effective gains or loss
0.00 0.00
from cash flows
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(5) Foreign currency
0.00 0.00
translation differences
(6) Others 0.00 0.00
VI. Total comprehensive income 19,142,265.73 16,485,082.85
VII. Earnings per share
1. Basic earnings per share 0.00
2. Diluted earnings per share 0.00
Legal representative: Wang Li, Person in charge of accounting: Liu Zhijun, Responsible person of the accounting institution: Ying Huadong
5. Consolidated Profit Statement from the Beginning of the Year to the End of the Report Period
Unit: Yuan
Item Amount incurred in the current period Amount incurred in the previous period
I. Total operating revenue 562,038,422.54 637,821,378.42
Including: Operating revenue 502,151,510.70 569,339,615.91
Interest income 55,577,595.88 64,800,130.44
Earned premiums 0.00
Service charges and
4,309,315.96 3,681,632.07
commissions income
II. Total operating cost 469,051,475.46 553,431,805.96
Including: Operating cost 431,862,880.02 487,973,359.17
Interest expenses 465,888.89 4,206,636.86
Commissions 0.00
Surrender value 0.00
Net compensation pay-outs 0.00
Net insurance deposit
0.00
accrued
Insurance dividends 0.00
Reinsurance expenses 0.00
Operating tax and
12,034,935.82 20,059,179.56
surcharges
Sale expenses 1,208,423.09 1,340,972.53
Management expenses 24,774,641.82 25,205,691.94
Financial cost 3,186,217.90 4,630,265.70
Loss from asset impairment -4,481,512.08 10,015,700.20
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Income from change of fair value
0.00
(enter "-" for loss)
Income from investment
2,401,978.48 9,485,725.11
(enter "-" for loss)
Including: Income from
investment in joint ventures or -6,482,084.00 -4,366,107.86
associates
Income from exchange (enter
0.00
"-" for loss)
III. Operating profit (enter "-" for loss) 95,388,925.56 93,875,297.57
Add: Non-operating revenue 1,017,221.88 1,342,743.31
Including: Gains on disposal
0.00 19,382.00
of non-current assets
Less: Non-operating expenses 3,886,657.87 827,995.29
Including: Loss from disposal
10,988.73 216,133.33
of non-current assets
IV. Total profit (enter "-" for total loss) 92,519,489.57 94,390,045.59
Less: Income tax 27,320,246.83 27,924,930.91
V. Net profit (enter "-" for net loss) 65,199,242.74 66,465,114.68
Net profit attributable to owners of
42,278,461.89 42,186,643.05
the parent company
Profit and loss of minority
22,920,780.85 24,278,471.63
shareholders
VI. Net of tax of other comprehensive
-82,762.10 316,765.26
incomes
Total owners' net of tax of other
comprehensive incomes attributable to -55,079.55 210,902.31
the parent company
1. Other comprehensive incomes
not to be reclassified into gains and 0.00
losses
(1) Changes of net
liabilities or net assets of the 0.00
re-measured defined benefit plans
(2) Shares of the investee
of other comprehensive incomes not to
0.00
be reclassified into gains and losses
under the equity method
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2. Other comprehensive incomes
-55,079.55 210,902.31
to be reclassified into gains and losses
(1) Shares of the investee
of other comprehensive incomes to be
70.19
reclassified into gains and losses under
the equity method
(2) Gains and losses from
changes of fair value of the -55,149.74 210,902.31
available-for-sale financial assets
(3) Held-to-maturity
investments categorized as gains and
0.00
losses from the available-for-sale
financial assets
(4) Effective gains or loss
0.00
from cash flows
(5) Foreign currency
0.00
translation differences
(6) Others 0.00
Net of tax of other comprehensive
incomes attributable to minority -27,682.55 105,862.95
shareholders
VII. Total comprehensive income 65,116,480.64 66,781,879.94
Total comprehensive income
attributable to shareholders of the 42,223,382.34 42,397,545.36
parent company
Total comprehensive income
22,893,098.30 24,384,334.58
attributable to minority shareholders
VIII. Earnings per share
1. Basic earnings per share 0.054 0.054
2. Diluted earnings per share 0.054 0.054
Legal representative: Wang Li, Person in charge of accounting: Liu Zhijun, Responsible person of the accounting institution: Ying Huadong
6. Profit Statement of the Parent Company from the Beginning of the Year to the End of the Report Period
Unit: Yuan
Item Amount incurred in the current period Amount incurred in the previous period
I. Operating revenue 75,568,939.36 95,325,082.68
Less: Operating cost 50,456,187.48 72,953,564.13
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Operating tax and surcharges 2,174,799.60 5,366,087.54
Sale expenses 0.00 0.00
Management expenses 11,476,417.99 10,157,313.97
Financial cost -20,925,402.20 -13,539,109.03
Loss from asset impairment 0.00 -400,000.00
Income from change of fair value
0.00
(enter "-" for loss)
Income from investment
53,065,641.17 55,753,612.90
(enter "-" for loss)
Including: Income from
investment in joint ventures or -6,482,084.00 -4,366,107.86
associates
II. Operating profit (enter "-" for loss) 85,452,577.66 76,540,838.97
Add: Non-operating revenue 137,076.01 214,230.50
Including: Gains on disposal
0.00
of non-current assets
Less: Non-operating expenses 3,784,288.80 21,350.50
Including: Loss from disposal
7,915.25 4,100.50
of non-current assets
III. Total profit (enter "-" for total loss) 81,805,364.87 76,733,718.97
Less: Income tax 8,995,462.97 12,468,465.43
V. Net profit (enter "-" for net loss) 72,809,901.90 64,265,253.54
V. Net of tax of other comprehensive
70.19
incomes
1. Other comprehensive incomes
not to be reclassified into gains and 0.00
losses
(1) Changes of net
liabilities or net assets of the 0.00
re-measured defined benefit plans
(2) Shares of the investee
of other comprehensive incomes not to
be reclassified into gains and losses
under the equity method
2. Other comprehensive incomes
70.19
to be reclassified into gains and losses
(1) Shares of the investee
70.19
of other comprehensive incomes to be
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reclassified into gains and losses under
the equity method
(2) Gains and losses from
changes of fair value of the
available-for-sale financial assets
(3) Held-to-maturity
investments categorized as gains and
0.00
losses from the available-for-sale
financial assets
(4) Effective gains or loss
0.00
from cash flows
(5) Foreign currency
0.00
translation differences
(6) Others 0.00
VI. Total comprehensive income 72,809,972.09 64,265,253.54
VII. Earnings per share
1. Basic earnings per share 0.00
2. Diluted earnings per share 0.00
Legal representative: Wang Li, Person in charge of accounting: Liu Zhijun, Responsible person of the accounting institution: Ying Huadong
7. Consolidated Cash Flow Statement from the Beginning of the Year to the End of the Report Period
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
620,820,444.62 1,090,057,199.43
and rendering of services
Net increase in deposits from
0.00
customers and interbank
Loans from central bank 0.00
Net increase in loans from other
0.00
banks
Cash received from premium of
0.00
the original insurance contract
Net cash received from reinsurance
0.00
business
Net increase in the deposit of the
0.00
insured and investments
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Net increase in financial assets
measured by fair value with changes 0.00
included in current gains and losses
Cash received from interest and
59,906,357.06 69,806,828.06
commissions
Net increase in loans from other
0.00
banks
Net increase in redemption capital 0.00
Tax refunds 82,932,677.81 136,078,841.72
Other cash received from operating
164,808,152.37 473,715,102.01
activities
Subtotal of cash inflow from operating
928,467,631.86 1,769,657,971.22
activities
Cash paid for goods and service 709,962,609.24 1,172,208,970.95
Net increase in loans to customers
-44,885,258.00 20,896,649.47
and advances
Net increase in deposits with
0.00
central bank and interbank
Cash paid for indemnity payment
0.00
of the original insurance contract
Cash paid for interest and
34,483.91 46,623.87
commissions
Cash paid as insurance dividends 0.00
Cash paid to and on behalf of
81,309,320.61 75,174,832.18
employees
Taxes paid 68,911,874.10 75,501,049.15
(1) Other cash received from
196,562,398.65 472,106,815.05
operating activities
Subtotal of cash outflow in operating
1,011,895,428.51 1,815,934,940.67
activities
Net cash flow from operating activities -83,427,796.65 -46,276,969.45
III. Cash flow from financing activities:
Cash received from withdrawal of
601,902,098.00 1,689,700,000.00
investment
Cash received from investment
10,034,062.48 14,402,007.18
income
Net cash received from disposal of
62,000.00 34,082.50
fixed assets, intangible assets and other
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long-term assets
Net cash received from disposal of
0.00
subsidiaries and other business units
Other cash received from financing
0.00
activities
Subtotal of cash inflow from financing
611,998,160.48 1,704,136,089.68
activities
Cash paid for purchase and
construction of fixed assets, intangible 7,074,145.94 14,550,969.56
assets and other long-term assets
Cash paid for investment 493,604,260.00 1,738,300,000.00
Net increase in mortgage loans 0.00
Net cash paid for acquisition of
0.00
subsidiaries and other business units
Other cash paid for investment
0.00 0.00
activities
Subtotal of cash outflow in financing
500,678,405.94 1,752,850,969.56
activities
Net cash flow arising from financing
111,319,754.54 -48,714,879.88
activities
III. Cash flow from financing activities:
Cash received by absorbing
0.00
investment
Including: Cash received by
subsidiaries from investment of 0.00
minority shareholders
Borrowings received 334,420,000.00 424,000,000.00
Cash received from bond issue 0.00
Other cash received from financing
7,812.30
activities
Subtotal of cash inflow from financing
334,427,812.30 424,000,000.00
activities
Cash paid for debt repayment 392,575,984.18 466,882,492.87
Cash paid for dividend and profit
45,241,043.09 38,658,807.17
distribution or interest payment
Including: Dividends and profit
paid by subsidiaries to minority 11,943,582.73 12,653,693.04
shareholders
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Other cash paid for financing
1,674,692.51 58,656,972.92
activities
Subtotal of cash outflow in financing
439,491,719.78 564,198,272.96
activities
Net cash flow arising from financing
-105,063,907.48 -140,198,272.96
activities
IV. Influence of exchange rate
17.80 1.27
fluctuation on cash and cash equivalents
V. Net increase of cash and cash
-77,171,931.79 -235,190,121.02
equivalents
Add: Opening balance of cash and
275,523,429.10 382,056,680.70
cash equivalents
VI. Closing balance of cash and cash
198,351,497.31 146,866,559.68
equivalents
Legal representative: Wang Li, Person in charge of accounting: Liu Zhijun, Responsible person of the accounting institution: Ying Huadong
8. Cash Flow Statement of the Parent Company from the Beginning of the Year to the End of the Report
Period
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
68,449,051.92 80,095,769.61
and rendering of services
Tax refunds 0.00
Other cash received from operating
74,990,711.78 448,002,674.23
activities
Subtotal of cash inflow from operating
143,439,763.70 528,098,443.84
activities
Cash paid for goods and service 54,972,750.33 44,476,025.49
Cash paid to and on behalf of
33,396,939.07 26,658,556.47
employees
Taxes paid 16,836,827.07 31,069,803.90
Other cash received from operating
185,978,879.39 556,222,721.17
activities
Subtotal of cash outflow in operating
291,185,395.86 658,427,107.03
activities
167
Full text of Q3 2016 Report of Shenzhen SEG Co., Ltd.
Net cash flow from operating activities -147,745,632.16 -130,328,663.19
II. Cash flow from financing activities:
Cash received from withdrawal of
699,000,000.00 1,582,100,000.00
investment
Cash received from investment
49,603,558.49 61,504,585.65
income
Net cash received from disposal of
fixed assets, intangible assets and other 0.00
long-term assets
Net cash received from disposal of
0.00
subsidiaries and other business units
Other cash received from financing
0.00
activities
Subtotal of cash inflow from financing
748,603,558.49 1,643,604,585.65
activities
Cash paid for purchase and
construction of fixed assets, intangible 1,802,351.46 1,082,359.00
assets and other long-term assets
Cash paid for investment 605,000,000.00 1,609,600,000.00
Net cash paid for acquisition of
0.00
subsidiaries and other business units
Other cash paid for investment
0.00
activities
Subtotal of cash outflow in financing
606,802,351.46 1,610,682,359.00
activities
Net cash flow arising from investment
141,801,207.03 32,922,226.65
activities
III. Cash flow from financing activities:
Cash received by absorbing
0.00
investment
Borrowings received 290,000,000.00 315,000,000.00
Cash received from bond issue 0.00
Other cash received from financing
7,812.30
activities
Subtotal of cash inflow from financing
290,007,812.30 315,000,000.00
activities
Cash paid for debt repayment 315,000,000.00 350,000,000.00
Cash paid for dividend and profit 35,437,529.24 23,636,805.55
168
Full text of Q3 2016 Report of Shenzhen SEG Co., Ltd.
distribution or interest payment
Other cash paid for financing
0.00
activities
Subtotal of cash outflow in financing
350,437,529.24 373,636,805.55
activities
Net cash flow arising from financing
-60,429,716.94 -58,636,805.55
activities
IV. Influence of exchange rate
0.00 1.27
fluctuation on cash and cash equivalents
V. Net increase of cash and cash
-66,374,142.07 -156,043,240.82
equivalents
Add: Opening balance of cash and
186,369,470.58 204,395,253.65
cash equivalents
VI. Closing balance of cash and cash
119,995,328.51 48,352,012.83
equivalents
Legal representative: Wang Li, Person in charge of accounting: Liu Zhijun, Responsible person of the accounting institution: Ying Huadong
II. Auditor's Report
Is the Quarter 3 Report audited?
□ Yes √ No
The Q3 Report of the Company has not been audited.
169
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