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Annual Report 2015

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Annual Report 2015 CSG HOLDING CO., LTD. ANNUAL REPORT 2015 Chairman of the Board: ZENG NAN March 2016 CSG Annual Report 2015 Section I Important Notice, Content and Paraphrase Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the facticity, accuracy and completeness of the whole contents. Mr. Zeng Nan, Chairman of the Board, CFO Mr. Luo Youming and principal of the financial department Mr. Ding Jiuru confirm that the Financial Report enclosed in this 2015 Annual Report is true, accurate and complete. All directors were present the meeting of the Board for deliberating the annual report of the Company in person. This report involves futures plans and some other forward-looking statements, which shall not be considered as virtual promises to investors. Investors are kindly reminded to pay attention to possible risks. The deliberated and approved profit distribution plan in the Board Meeting is: taking total shares of 31 December 2015 as the radix, sending cash dividends of RMB 3.0 (tax included) per 10 shares to all shareholders, neither bonus shares being sent, nor converting capital reserve into share capital. Existing industry risk, market risk and exchange rate risk have been well-described in this report, please found details of the risk factors and countermeasures of future development described in Section IV Discussion and Analysis of the Management. This report is prepared both in Chinese and English. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail. 1 CSG Annual Report 2015 Content Section I. Important Notice, Content and Paraphrase ...................................................................................... 1 Section II. Company Profile & Financial Highlights ......................................................................................... 4 Section III. Overview of the Company’s Business ............................................................................................. 8 Section IV. Discussion and Analysis by the Management ................................................................................. 11 Section V. Important Events .............................................................................................................................. 34 Section VI. Changes in Shares and Particulars about Shareholders.............................................................. 54 Section VII. Particulars about Directors, Supervisors and Senior Executives and Employees ................... 61 Section VIII. Corporate Governance ................................................................................................................ 69 Section IX. Financial Report ............................................................................................................................. 77 Section X. Documents Available for Reference .............................................................................................. 146 2 CSG Annual Report 2015 Paraphrase Items Refers to Contents Company, the Company, SG or the Group Refers to CSG Holding Co., Ltd. Foresea Life Refers to Foresea Life Insurance Co., Ltd. Ultra-thin electronic glass Refers to The electronic glass with thickness between 0.1~1.1mm Second-generation energy-saving glass Refers to Double silver coated glass Third-generation energy-saving glass Refers to Triple silver coated glass 3 CSG Annual Report 2015 Section II Company Profile & Financial Highlights I. Company information Code for A-share 000012 Code for B-share 200012 Short form for A-share Southern Glass A Short form for B-share Southern Glass B Listing stock exchange Shenzhen Stock Exchange Legal Chinese name of the Company 中国南玻集团股份有限公司 Abbr. of legal Chinese name of the Company 南玻集团 Legal English name of the Company CSG Holding Co., Ltd. Abbr. of legal English name of the Company CSG Legal Representative Zeng Nan Registered Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C. Post Code 518067 Office Add. CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C. Post Code 518067 Internet website www.csgholding.com E-mail [email protected] II. Person/Way to contact Secretary of the Board Representative of security affairs Name Zhou Hong Ma Limei CSG Building, No.1 of the 6th Industrial CSG Building, No.1 of the 6th Industrial Contacts add. Road, Shekou, Shenzhen, P. R.C. Road, Shekou, Shenzhen, P. R.C. Tel. (86)755-26860666 (86)755-26860666 Fax. (86)755-26860685 (86)755-26860685 E-mail [email protected] [email protected] III. Information disclosure and preparation place Newspapers for information disclosure Securities Times, China Securities Journal and Hong Kong Comercial Daily Website assigned by CSRC to release the www.cninfo.com.cn annual report The place for preparation of the annual report Department of Securities Affairs IV. Registration changes of the Company Organization code Unified social credit code: 914403006188385775 Changes of main business since listing (if No changes applicable) Previous changes for controlling shareholders No changes (if applicable) 4 CSG Annual Report 2015 V. Other relevant information CPA firm engaged by the Company Name of CPA firm PricewaterhouseCoopers Zhong Tian LLP Offices add. for CPA firm 11/F, PricewaterhouseCoopers Center., 202 Hubin Road. Shanghai, P.R.C. Signing Accountants Yao Wenping, Liu Jingping Sponsor institute engaged by the Company for performing continuous supervision duties in the report period □ Applicable √ Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in the report period □ Applicable √ Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Changes over last 2015 2014 2013 year (%) Operating income (RMB) 7,430,889,111 7,044,502,645 5.48% 7,733,796,114 Net profit attributable to shareholders of the listed 624,753,110 873,653,030 -28.49% 1,535,929,739 company (RMB) Net profit attributable to shareholders of the listed company after deducting non-recurring gains and 299,683,946 438,889,847 -31.72% 605,966,975 losses (RMB) Net cash flow arising from operating activities 1,092,832,497 1,406,259,210 -22.29% 1,698,867,535 (RMB) Basic earnings per share (RMB/Share) 0.30 0.42 -28.57% 0.74 Diluted earnings per share (RMB/Share) 0.30 0.42 -28.57% 0.74 Weighted average ROE (%) 7.70% 10.61% -2.91% 20.52% As at 31 Dec. Changes over the As at 31 Dec. As at 31 Dec. 2015 2014 end of last year 2013 Total assets (RMB) 15,489,600,160 15,116,808,305 2.47% 15,078,866,777 Net assets attributable to shareholders of the listed 7,874,310,997 8,348,561,765 -5.68% 8,047,894,139 company (RMB) VII. Difference between accounting data under domestic and overseas accounting standards 1. Differences of the net profit and net assets disclosed in financial report prepared under international and Chinese accounting standards □ Applicable √ Not applicable 5 CSG Annual Report 2015 No such differences in the report period. 2. Difference of the net profit and net assets disclosed in financial report prepared under overseas and Chinese accounting standards □ Applicable √ Not applicable No such differences in the report period. VIII. Financial highlights by quarter Unit: RMB Q1 Q2 Q3 Q4 Operating income 1,539,206,800 1,783,832,702 2,054,090,445 2,053,759,164 Net profit attributable to shareholders of the listed 82,201,310 123,566,034 188,302,026 230,683,740 company Net profit attributable to shareholders of the listed 29,979,957 34,287,726 68,952,564 166,463,699 company after deducting non-recurring gains and losses Net cash flow arising from operating activities 37,738,405 314,825,415 328,582,068 411,686,609 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the company’s quarterly report and semi-annual report or not □Yes √ No IX.Items and amounts of extraordinary gains/losses √Applicable □ Not applicable Unit: RMB Item 2015 2014 2013 Note Gains/losses from the disposal of non-current asset (including 2,441,151 -17,722,782 -136,459,236 -- the write-off that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to 81,013,548 90,223,936 115,138,161 -- national standards, which are closely relevant to enterprise’s business) Gains on disposal of available-for-sale financial assets, gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the 195,859,395 7,010,790 432,000 -- Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Other non-operating income and expenditure except for the 33,268,175 14,816,694 85,892,326 -- aforementioned items 6 CSG Annual Report 2015 Other gains/losses satisfied definition of extraordinary profit 100,146,152 389,101,151 926,639,137 -- (gains)/loss Less: Impact on income
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