Annual Report
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Annual Report (H Share Stock Code: 0 5 5 3) (A Share Stock Code: 600775) Contents SECTION I DEFINITIONS .......................................................... 2 SECTION II COMPANY PROFILE AND MAJOR FINANCIAL INDICATORS......................... 5 SECTION III AN OVERVIEW OF COMPANY’S BUSINESS .................................... 10 SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION ............................... 14 SECTION V SIGNIFICANT EVENTS ................................................... 57 SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION OF SHAREHOLDERS............. 95 SECTION VII PROFILES OF DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND STAFF........... 106 SECTION VIII CORPORATE GOVERNANCE............................................... 118 SECTION IX FINANCIAL REPORT ..................................................... 135 SECTION X DOCUMENTS AVAILABLE FOR INSPECTION.................................... 304 IMPORTANT NOTICE 1. The board of directors (the “Board”), the supervisory committee and the directors, supervisors and senior management of the Company confirm that the information contained in this annual report is true, accurate and complete without any misrepresentation, misleading statements, or material omissions, and severally and jointly accept legal responsibility for the contents herein. 2. All the directors of the Company attended the Board meeting. 3. BDO China Shu Lun Pan Certified Public Accountants LLP issued an unqualified auditors’ report for the Company. The Company’s financial statements for the current year are prepared in accordance with the PRC Accounting Standards for Business Enterprises, and complied with the Hong Kong Companies Ordinance and the disclosure requirements of the Hong Kong Stock Exchange Listing Rules. 4. Mr. Xia Dechuan, the Company representative, Mr. Shen Jianlong, the chief accountant, and Ms. Liu Xianfang, the accounting supervisor (person in charge of accounting matters) of the Company, declared that they confirmed the truthfulness, accuracy and completeness of the financial report contained in this annual report. 5. Proposal of profit distribution or capitalization of capital reserves of the Company for the reporting period considered by the Board; to distribute a cash dividend of RMB0.70 (tax inclusive) for every ten shares to all the shareholders on the basis of a total share capital of 913,838,529 shares as at 31 December 2017, with the total cash dividend to be distributed amounting to RMB63,968,697.03, and the balance to be carried forward to next year. The Company would not make any capitalization of capital reserve. 6. Forward looking statements, including future plans and development strategies, contained in this annual report do not constitute a substantive commitment to investors by the Company. Investors are advised to pay attention to investment risks. 7. Neither the Company’s controlling shareholder nor any of its related parties have misappropriated the Company’s funds for non-operating purposes. 8. The Company did not provide external guarantees in violation of any specified decision-making procedures. 9. Major risk warning: The Company has elaborated the potential risks in this annual report. For their details and the corresponding countermeasures, please refer to the paragraph headed “Potential Risks” under Section IV “Discussion and Analysis of the Operation” in this annual report. 1 Definitions I. Definitions Unless the context otherwise requires, the following terms should have the following meanings in this report: Definitions of frequently-used terms Company Nanjing Panda Electronics Company Limited (南京熊猫電子股份有限公司) Group Nanjing Panda Electronics Company Limited and its subsidiaries PEGL Panda Electronics Group Limited (熊猫電子集團有限公司) PEGL Group Panda Electronics Group Limited and its subsidiaries NEIIC Nanjing Electronics Information Industrial Corporation (南京中電熊猫信 息產業集團有限公司) NEIIC Group Nanjing Electronics Information Industrial Corporation and its subsidiaries CEC China Electronics Corporation (中國電子信息產業集團有限公司) CEC Group China Electronics Corporation and its subsidiaries Financial Company China Electronics Financial Co., Ltd. (中國電子財務有限責任公司) Investment Development Nanjing Panda Investment Development Co., Ltd. (南京熊猫投資發展有 Company 限公司) ENC Nanjing Ericsson Panda Communication Co., Ltd. (南京愛立信熊猫通信有 限公司) BMC Beijing SE Putian Mobile Communication Co., Ltd. (北京索愛普天移動通 信有限公司) Shenzhen Jinghua Shenzhen Jinghua Electronics Co., Ltd. (深圳市京華電子股份有限公司) Electronics Equipment Nanjing Panda Electronics Equipment Co., Ltd. (南京熊猫電子裝備有限公 Company 司) Information Industry Nanjing Panda Information Industry Co., Ltd. (南京熊猫信息產業有限公 Company 司) Electronic Manufacture Nanjing Panda Electronic Manufacture Co., Ltd. (南京熊猫電子製造有限 Company 公司) 2 Definitions (Continued) Communications Technology Nanjing Panda Communications Technology Co., Ltd. (南京熊猫通信科技 Company 有限公司) Technology Development Nanjing Panda Electronic Technology Development Company Limited (南 Company 京熊猫電子科技發展有限公司) China Huarong China Huarong Asset Management Co., Ltd. (中國華融資產管理股份有限 公司) CSRC China Securities Regulatory Commission the Ministry of Finance the Ministry of Finance of the People’s Republic of China SFC Securities and Futures Commission of Hong Kong Shanghai Stock Exchange Shanghai Stock Exchange Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited CSRC Jiangsu Bureau Jiangsu Securities Regulatory Bureau of China Securities Regulatory Commission Company Law Company Law of the People’s Republic of China Securities Law Securities Law of the People’s Republic of China Articles of Association Articles of Association of Nanjing Panda Electronics Company Limited AFC Auto Fare Collection ACC AFC Clearing Center SMT Surface Mounted Technology, the most commonly used technology and process in the electronics assembly industry EMS Electronic Manufacturing Services MESH Mesh Network, a multi-hop network and developed from ad hoc network, representing one of the critical technologies to solve the problem known as “The Last Kilometer” BPR technique Bottom Process Recombine is a bottom welding and recombining technique, a through-hole reflow (THR) technique ODM Original Design Manufacturer 3 Definitions (Continued) PPP Public Private Partnership, various cooperative relationship built between public and private sectors for providing public products or services BOT Build Operate Transfer, a way by which private enterprises participate in infrastructure construction and provide social public services ABS materials Acrylonitrile Butadiene Styrene, a thermoplastic polymer material structure with high strength and flexibility, which is easy to be processed for moulding, and also known as ABS resin CDR China digital radio, a radio and television standard with Chinese characteristics MES system Manufacturing Execution System, a management system of information- based production aiming at execution on plant floors of manufacturers 4 Company Profile and Major Financial Indicators I. Company Information Chinese name of the Company 南京熊猫电子股份有限公司 Abbreviation of the Chinese name 南京熊猫 English name of the Company Nanjing Panda Electronics Company Limited Abbreviation of the English name NPEC Legal representative of the Company Xia Dechuan (Executive Director and General Manager) II. Contact Persons and Contact Information Secretary to the Board Securities Affairs Representative Name Shen Jianlong Wang Dongdong Correspondence address 7 Jingtian Road, Nanjing, the People’s 7 Jingtian Road, Nanjing, the Republic of China People’s Republic of China Telephone (86 25) 8480 1144 (86 25) 8480 1144 Facsimile (86 25) 8482 0729 (86 25) 8482 0729 Email [email protected] [email protected] III. Basic Information Registered address Level 1–2, Block 5, North Wing, Nanjing High and New Technology Development Zone, Nanjing, the People’s Republic of China Postal code of the registered address 210032 Office address 7 Jingtian Road, Nanjing, the People’s Republic of China Postal code of the office address 210033 Website of the Company http://www.panda.cn Email [email protected] IV. Places for Information Disclosure and Inspection Designated newspapers for information Shanghai Securities News, China Securities Journal disclosure International websites for the publication Shanghai Stock Exchange: http://www.sse.com.cn of the Company’s annual report and Hong Kong Stock Exchange: http://www.hkex.com.hk information disclosure Place for inspection of the Company’s Office of the Secretary to the Board, 7 Jingtian Road, annual report Nanjing, the People’s Republic of China 5 Company Profile and Major Financial Indicators (Continued) V. Information of the Company’s Shares Overview of the Company’s shares Stock exchange Stock on which the Stock abbreviation Class of shares shares are listed abbreviation Stock code before change A shares Shanghai Stock Nanjing Panda 600775 N/A Exchange H shares Hong Kong Stock Nanjing Panda 00553 N/A Exchange VI. Other Relevant Information Domestic auditors of Name BDO China Shu Lun Pan Certified Public Accountants the Company LLP Office address 28th floor, Maotai Building, Yard 29, Middle of North 3rd Ring Road, Xicheng District, Beijing Name of signing Zhao Bin (趙斌), Meng Qingxiang (孟慶祥) accountants Overseas auditors of Name N/A the Company Office address N/A Name of signing N/A accountants Long-term domestic Name Grandall Law Firm (Nanjing) legal advisers Office address 7th-8th Floor, Building B, No.309 Hanzhong Gate Avenue,Nanjing Long-term overseas Name Philip K. H. Wong, Kennedy Y. H. Wong & Co., legal advisers Solicitors