Annual Report
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Contents SECTION I DEFINITIONS .......................................................... 2 SECTION II COMPANY PROFILE AND MAJOR FINANCIAL INDICATORS......................... 5 SECTION III AN OVERVIEW OF COMPANY’S BUSINESS .................................... 11 SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION ............................... 16 SECTION V SIGNIFICANT EVENTS ................................................... 58 SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION OF SHAREHOLDERS............. 90 SECTION VII PROFILES OF DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND STAFF........... 101 SECTION VIII CORPORATE GOVERNANCE............................................... 118 SECTION IX FINANCIAL REPORT ..................................................... 136 SECTION X DOCUMENTS AVAILABLE FOR INSPECTION.................................... 352 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 directors of the Company attended the fourteenth meeting of the ninth session of the Board of the Company held on 30 March 2020. 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 year were 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. Hu Dali, 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 for profit distribution or capitalization of capital reserves of the Company for the reporting period as considered by the Board: to distribute a cash dividend of RMB0.175 (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 2019, with the total cash dividend to be distributed amounting to RMB15,992,174.26, 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 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) CEC Home Appliances Nanjing CEC-Panda Home Appliances Co., Ltd. (南京中電熊猫家電有限 公司) ENC Nanjing Ericsson Panda Communication Co., Ltd. (南京愛立信熊猫通信有 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) 2 Definitions (Continued) Electronic Manufacture Nanjing Panda Electronic Manufacture Co., Ltd. (南京熊猫電子製造有限 Company 公司) 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) Huage Plastic Nanjing Huage Appliance and Plastic Industrial Co., Ltd. (南京華格電汽 塑業有限公司) China Huarong China Huarong Asset Management Co., Ltd. (中國華融資產管理股份有限 公司) the Ministry of Finance the Ministry of Finance of the People’s Republic of China CSRC China Securities Regulatory Commission 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 NCC Network Control Center SMT Surface Mounted Technology, the most commonly used technology and process in the electronics assembly industry EMS Electronic Manufacturing Services 3 Definitions (Continued) 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” ODM Original Design Manufacturer MES system Manufacturing Execution System, a management system of information based production aiming at execution on plant floors of manufacturers LTE/Tetra LTE: Long Term Evolution, the standard for 4G wireless broadband technology Tetra: Terrestrial Trunked Radio MPP+HADOOP MPP, Massively Parallel Processing framework for big data platform, comprising of a number of loose coupling processing units without sharing the resources. HADOOP, HADOOP framework for big data platform, the open source distributed storage, distributed computing platform framework. “Hadoop+MPP”, the mash-up big data platform. Wired Digital TS Stream TS (Transport Stream), a file format of DVD VPN Virtual Private Network DTMB Digital Multimedia Broadcast, a mathematical television technology, i.e. watching television programme by receiving the digital multimedia broadcast signal giving by television tower ERP Enterprise Resource Planning, providing a management platform of decision-making operation solutions for enterprise management team and employees with systematic management idea on the basis of the information technology SAP-ERP SAP (System Applications and Products), a software company in Germany; SAP-ERP, generally referring to the ERP products under SAP AI Artificial Intelligence TCON Timer Control Register Ku Satellite KU (K-under band), the satellite in the band of 12-18GHz 4 Company Profile and Major Financial Indicators I. Company Information Chinese name of the Company 南京熊猫電子股份有限公司 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 Wang Dongdong 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) 84801144 (86 25) 84801144 Facsimile (86 25) 84820729 (86 25) 84820729 Email [email protected] [email protected] III. Basic Information Registered address Room 1701, 301 Zhongshan East Road, Xuanwu District, Nanjing, Jiangsu Province, the People’s Republic of China Postal code of the registered address 210002 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] 5 Company Profile and Major Financial Indicators (Continued) IV. Places for Information Disclosure and Inspection Designated media for information disclosure Shanghai Securities News, China Securities Journal 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 annual Office of the Secretary to the Board, 7 Jingtian Road, report Nanjing, the People’s Republic of China V. Information of the Company’s Shares Overview of the Company’s shares Stock exchange on Stock which the shares Stock abbreviation Class of 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