Annual Report 2013
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Important Notes 4 (Ⅰ) Definitions and Significant Risk Warning 5 (Ⅱ) Company Profile 6 (Ⅲ) Accounting Data and Financial Indicators 9 (IV) Report of the Board of Directors 12 (V) Important Issues 43 (VI) Changes in Equity and Shareholders 53 (VII) Directors, supervisors and Senior management 59 (VIII) Corporate Governance 69 (IX) Internal Control 74 (X) Financial Report 75 (XI) Documents Available for Inspection 203 Neusoft Annual Report 2013 Dr. Liu Jiren Chairman Neusoft Corporation The world is changing faster than ever before. An increasing number of new policies, transformative technologies and new trend are constantly catalyzing innovative business models, emerging markets and new demands in recent years. With that big picture in mind, Neusoft has always been focusing on innovation and globalization. We encourage in- novation at all levels of our operations to drive transformation for better. Specifically, we have built a robust growth model driven by knowledge assets. These efforts have helped us not only overcome many challenges and ward off potential risks, but also build our new competitive advantages. Today, new technologies such as mobile Internet, cloud computing, big data and social media are overthrowing tra- ditional business models with new IT products/services and business patterns springing up. This stimulated new mar- ket demands and gradually broke industry barriers, and what followed by are increasingly growing cross-industry competition and cooperation. Over the past twenty-plus years, Neusoft has achieved a great-leap-forward growth through incremental innovation and transformation. In the future, we will integrate innovation into a daily routine, reengineering and strengthening our business capabilities through collaboration. Pinpointing the construction of Chi- na’s economic infrastructures and the informatization in the realms important to the people’s livelihood, we will continue to promote social transformation through IT business, explore business model innovation and transforma- tion, enhance the seamless integration of industrialization and informatization, and accelerate the upgrade of the manufacturing industries. Besides, we will continue to expand our cloud and big data service offerings, by doing so, to build Neusoft into a global excellent innovative company with sustainable development and everlasting vitality. 2 Neusoft Annual Report 2013 Wang Yongfeng President Neusoft Corporation We faced a complex, challenging market environment in the year 2013. To cope with the challenges and achieve a large-scale dynamic growth of our businesses, we strengthened our core business strengths, enhanced organizational systems and capabilities, accelerated the planning and development of new businesses, and promoted business growth through Internet-based diversified business models, application innovation and knowledge assets. In addition, we continued to further the operational excellence plan, strengthened the management of operational expense and enhanced operational efficiency. Thankfully, these efforts we made ensured our stable and sustainable growth. 2014 is an important year for our ongoing growth and transformation. We will stick to our innovation and globa lization strategy, enhance the competitiveness of our core businesses on a professional and systematic basis, and⁃ optimize business structure and organizational capability. Focusing on key accounts, we will set up customer devel- opment team systematically, and develop business that may take leading position in the market with advantageous sales resource. What’s more, we will develop businesses in the fields of cloud service, Internet of Things, IP and product lines, and speed up innovation on Internet-based business model, promote business resource integration to keep pace with the era of mobile Internet, and increase input into knowledge assets that can drive increasing business growth. Moreover, we will accelerate operational excellence plan and comprehensive quality manage- ment, improve expense and budget management to enhance overall operation efficiency, with an aim to drive sus- tainable, large-scale and highly efficient business development. 3 Neusoft Annual Report 2013 Important Notes (1) The Board of Directors, Board of Supervisors, directors and supervisors as well as the senior managements hereby represent and warrant that the Report contains no false representations, misleading statements to material omissions, and will be individually and jointly reliable for the authenticity, accuracy and integrity of the contents. (2) BDO CHINA SHU LUN PAN Certified Public Accountants LLP has issued a standard and unqualified auditor’s report. (3) Liu Jiren, Chairman & CEO, Zhang Xiao’ou, Senior Vice President & CFO, and Shi Peijun, Director of Accounting and Settlement Department, hereby confirm the authenticity, accuracy and integrity of the financial statements in this an- nual report. (4) This report is primarily about Neusoft Corporation (“Neusoft” or the “Company”), including any and/or all branches and subsidiaries of the Company. 4 Neusoft Annual Report 2013 (Ⅰ) Definitions and Significant Risk Warning 1.1 Definitions Unless otherwise indicated, the following items in this annual report have the following meanings. China Securities Regulatory Commission Refers to Securities Regulatory Commission of the People’s Republic of China The Ministry of Commerce Refers to The Ministry of Commerce of the People’s Republic of China Stock exchange Refers to Shanghai Stock Exchange Neusoft, the Company, parent company Refers to Neusoft Corporation The group Refers to Neusoft Corporation and its subsidiaries CPA firm Refers to BDO CHINA SHU LUN PAN Certified Public Accountants LLP Reporting period Refers to Fiscal year of 2012, from January 1st, 2012 to December 31st, 2012 Yuan, Ten thousand Yuan, and one Refers to The RMB Yuan, RMB ten thousand Yuan, RMB ten hundred million Yuan hundred million Yuan 1.2 Significant risk warning: The Company has described the potential risks and related countermeasures in this annual report. For more details, please refer to the Report of the Board of Directors. 5 Neusoft Annual Report 2013 (Ⅱ) Company Profile 2.1 Overview Registered Company Name in Chinese “东软集团股份有限公司” Abbreviation of Registered Company Name in Chinese “东软集团” Registered Company Name in English Neusoft Corporation Abbreviation of Registered Company Name in English Neusoft Legal Representative Liu Jiren 2.2 Contact Secretary of the Board of Directors Representative for Securities Affairs Name Wang Nan Zhang Long Neusoft Park, No.2 Xinxiu Street, Hunnan New District, Neusoft Park, No.2 Xinxiu Street, Hunnan New District, Address Shenyang 110179, PR China Shenyang 110179, PR China Tel 024-83662115 024-83662115 Fax 024-23783375 024-23783375 Email [email protected] [email protected] 2.3 Basic information No.2 Xinxiu Street, Hunnan New District, Shenyang 110179, PR Registered office China Post code 110179 Neusoft Park, No.2 Xinxiu Street, Hunnan New District, Shenyang Address of office 110179, PR China Post code 110179 Official website http://www.neusoft.com Email [email protected] 2.4 Information disclosure and venue of report preparation Newspaper designated by the Company for information disclosure China Securities Journal, Shanghai Securities News Website designated by China Securities Regulatory Commission http://www.sse.com.cn for publication of annual report Venue of preparation of annual report Office of the Board of Directors 6 Neusoft Annual Report 2013 2.5 Company Stock Company Stock Name of stock before altera- Class of stock Stock exchange Stock name Stock code tion A Shanghai Stock Exchange Neusoft Corporation 600718 Neusoft Stock/Neu-Alpine 2.6 Alteration of registered information within the reporting period 2.6.1 Basic information No information related to the place of registration, registered number of Corporate Business License, tax registration number and organization code are altered. No.2 Xinxiu Street, Hunnan New District, Shenyang 110179, PR Place of registration China Registration number of corporate business license 210100402001491 Tax registration number 210132604608172 Organization code 60460817-2 2.6.2 Initial registration information Date of initial registration: June 17th, 1991 Place of initial registration: No. 2, Xinxiu Street Hunnan New District, Shenyang 110179, PR China. 2.6.3 Alteration of main business since listing Focusing on software technologies, the Company provides industry solutions, software products, platforms and servi ces and medical equipment. No significant change in main business is found since listing. ⁃ 2.6.4 Alteration of stockholders since listing In June 1996, the Company was listed at Shanghai Stock Exchange. The largest shareholder was Software Center of Northeastern University of China, holding 27.64% of the total shares. In May 1998, Neusoft accepted a transfer of all corporate shares held by Software Center of Northeastern University of China. After completion of the transfer, Neusoft held 27.64% equity in the Company, becoming the largest shareholder. In December 2003, Neusoft acquired all the foreign corporate shares of the Company held by Alpine Electronics (Chi- na) Co., Ltd. After completion of the acquisition, Neusoft held 60.24% equity in the Company, becoming the controlling shareholder. In March 2008, the Company finished the registration of stock acquisition from the original controlling shareholder Neusoft Group Co., Ltd. and cancellation procedures. NEU Science &