Shenzhen Cereals Holdings Co.,Ltd. Annual Report 2018
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深圳市深粮控股股份有限公司 2018 年年度报告全文 深圳市深粮控股股份有限公司 SHENZHEN CEREALS HOLDINGS CO.,LTD. ANNUAL REPORT 2018 April 2019 1 深圳市深粮控股股份有限公司 2018 年年度报告全文 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of SHENZHEN CEREALS HOLDINGS CO.,LTD. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. Chairman of the Company Zhu Junming, General Manager Hu Xianghai, Head of Accounting Ye Qingyun and Head of Accounting Institution (Accounting Supervisors) Wen Jieyu hereby confirm that the Financial Report of Annual Report 2018 is authentic, accurate and complete. Except for followed director, other directors are attending the Board Meeting for Annual Report deliberation in person Position of the director Director not attending in person Reasons on absent Trustee not attending in person Zhu Junming Chairman On business trip Hu Haixiang Concerning the forward-looking statements with future planning involved in the annual report, they do not constitute a substantial commitment for investors, Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) are the media appointed by the Company for information disclosure, all information of the Company disclosed in the above mentioned media should prevail. Investors are advised to exercise caution of investment risks. The Company has analyzed the risk factors that the Company may exist and its countermeasures in the report, investors are advised to pay attention to read “Prospect for future development of the Company” in the report of Section IV- 2 深圳市深粮控股股份有限公司 2018 年年度报告全文 Discussion and Analysis of the Operation. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, Chinese report shall prevail. The profit distribution plan deliberated and approved by the Board Meeting was: distributed cash bonus of 1 yuan (tax included) for every 10 shares held by whole shareholders based on the 1,152,535,254, zero share(tax included) for bonus and zero share additional for every 10 shares held by whole shareholders with the capital public reserves. 3 深圳市深粮控股股份有限公司 2018 年年度报告全文 Contents Section I Important Notice, Contents and Paraphrase . ....................................................... 2 Section II Company Profile and Main Finnaical Indexes ..................................................... 6 Section III Summary of Company Business ...................................................................... 12 Section IV Discussion and Analysis of Operation………………………………………………17 Section V Important Events ............................................................................................ 38 Section VI Changes in shares and particular about shareholders ..................................... 105 Section VII Preferred Stock .......................................................................................... 115 Section VIII Directors, Supervisors, Senior Executives and Staff of the Company ........... 116 Section IX Corporate Governance ................................................................................. 125 Section X Corporate Bond ............................................................................................ 134 Section XI Financial Reprot .......................................................................................... 135 Section XII Documents Available for Reference .............................................................. 328 4 深圳市深粮控股股份有限公司 2018 年年度报告全文 Paraphrase Items Refers to Contents SZCH/Listed Company /the Company/ Refers to Shenzhen Cereals Holdings Co., Ltd. Shenshenbao/Shenbao Company Refers to Shenzhen Shenbao Industrial Co., Ltd. SZCG Refers to Shenzhen Cereals Group Co., Ltd Doximi Refers to SZCG Doximi Business Co., Ltd. Flour Company, Flour Factory Refers to Shenzhen Flour Co., Ltd SZCG Quality Inspection Refers to SZCG Quality Inspection Co., Ltd. Dongguan International Food Industrial Park Development Co., Dongguan Food Industrial Park Refers to Ltd. Wuyuan Ju Fang Yong Refers to Ju Fang Yong Tea Industry Co., Ltd. in Wuyuan County Shenbao Technology Center Refers to Shenzhen Shenbao Technology Center Co., Ltd. Fude Capital Refers to Shenzhen Fude State-owned Capital Operation Co., Ltd. Agricultural Products Refers to Shenzhen Agricultural Products Co., Ltd Shenzhen Investment Holding Refers to Shenzhen Investment Holding Co., Ltd Shenzhen Municipal People’s Government State-owned Assets Shenzhen SASAC Refers to Supervision & Administration Commission CSRC Refers to China Securities Regulation Commission SSE Refers to Shenzhen Stock Exchange Dahua Certified Public Accountants (Special General Dahua CPA Refers to Partnership) Article of Association of Shenzhen Cereals Holdings Co., Article of Association Refers to Ltd. RMB/10 thousand Yuan Refers to CNY/ten thousand Yuan 5 深圳市深粮控股股份有限公司 2018 年年度报告全文 Section II Company Profile and Main Financial Indexes I. Company information Short form for share SZCH, Shenliang B Stock code 000019, 200019 Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 深圳市深粮控股股份有限公司 Abbr. of Chinese name of the 深粮控股 Company English name of the SHENZHEN CEREALS HOLDINGS CO.,LTD Company(if applicable) Legal Representative Zhu Junming 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Technology Park, Registrations add. Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen Code for registrations add 518057 Offices add. 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen Codes for office add. 518033 Company’s Internet Web Site www.slkg1949.com E-mail [email protected] II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Wang Fangcheng Huang Bingxia 13/F, Tower A, World Trade Plaza, No.9 13/F, Tower A, World Trade Plaza, No.9 Contact add. Fuhong Rd., Futian District, Shenzhen Fuhong Rd., Futian District, Shenzhen Tel. 0755-82027522 0755-82027522 Fax. 0755-82027522 0755-82027522 E-mail [email protected] [email protected] III. Information disclosure and preparation place Securities Times; China Securities Journal and Hong Kong Commercial Newspaper appointed for information disclosure Daily Website for annual report publish appointed by CSRC Juchao Website: www.cninfo.com.cn Preparation place for annual report Office of the Board of Directors 6 深圳市深粮控股股份有限公司 2018 年年度报告全文 IV. Registration changes of the Company Organization code 91440300192180754J On February 18, 2019, the company completed the registration procedures of changes in industry and commerce for business scope and other matters. The main business has Changes of main business since listing (if newly increased grain and oil reserves, grain and oil trade, grain and oil processing, and applicable) service business for grain and oil circulation and grain and oil reserves based on the production, research and development and sales of food raw materials (ingredients) mainly based on tea and natural plant deep processing. On 10 September 1999, Shenzhen Investment Management Co., Ltd. entered into the “Equity Transfer Agreement of Shenzhen Shenbao Industrial Co., Ltd.” with Agricultural Products for 58,347,695 shares of the Company (35% in total shares of the Company) transfer to Agricultural Products with price of RMB 1.95 per share. Agricultural Products comes to the first majority shareholder of the Company after transfer and procedures for the above equity transfer has completed in June of 2003. Previous changes for controlling On April 3, 2018, Shenzhen Investment Holdings completed the transfer of all of its shareholders (if applicable) 79,484,302 shares of A shares in the company to Fude Capital. After the completion of the equity transfer, Shenzhen Investment Holdings no longer holds shares in the company, while Fude Capital directly holds 79,484,302 shares of A shares in the company (accounting for 16% of the company’s original total share capital) and controls 19.09% shares of the company through Agricultural Products Control Company, becoming the controlling shareholder of the company. V. Other relevant information CPA engaged by the Company Name of CPA Dahua Certified Public Accountants (Special General Partnership) Offices add. for CPA 11/F, Block B, Union Square, No. 5022, Binhe Blv, Futian District, Shenzhen Signing Accountants Chen Baohua, Zhou Lingzhi Sponsor engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period √Applicable □Not applicable Financial consultant Office address Financial consultant sponsor Continuous supervision period Times Technology Building 12 November 2018 to 31 Wanho Securities Co., Ltd. No.7028, Shennan Avenue, Guo Yong, Yu Hai December 2019 Futian District, Shenzhen VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not √Yes □No Reasons for retroactive adjustment or re-statement 7 深圳市深粮控股股份有限公司 2018 年年度报告全文 Enterprise combined under the same control Changes over 2017 2016 last year 2018 Before After After Before