(a joint stock limited company incorporated in the People’s Republic of China with limited liability) Stock code : 1708 Annual Report 年度報告書 2019 Annual Report 2019 2 019 年度報告書 *僅供識別 Contents Page Corporate Information 2 Chairman’s Statement 3 Management Discussion and Analysis 9 Biographical Details of Directors, Supervisors and Senior Management 17 Report of the Directors 21 Corporate Governance Report 34 Report of the Supervisory Committee 45 Auditor’s Report 46 Consolidated Balance Sheet 52 Balance Sheet of the Parent Company 56 Consolidated Income Statement 59 Income Statement of the Parent Company 61 Consolidated Cash Flow Statement 63 Cash Flow Statement of the Parent Company 65 Consolidated Statement of Changes in Equity 67 Statement of Changes in Equity of the Parent Company 71 Notes to the Financial Statements 75 Five-Year Financial Summary 248 Annual Report 2019 1 Corporate Information EXECUTIVE DIRECTORS NOMINATION COMMITTEE LEGAL ADVISER Mr. Sha Min (Chairman) Mr. Hu Hanhui (Chairman) Cheung & Choy Mr. Zhu Xiang Mr. Niu Zhongjie Suite 3804-05, 38/F., (Chief Executive Officer) Mr. Yu Hui Central Plaza, Ms. Yu Hui (Vice President) 18 Harbour Road, Wanchai, STRATEGIC COMMITTEE Hong Kong NON-EXECUTIVE DIRECTOR Mr. Sha Min (Chairman) REGISTERED OFFICE Mr. Zhu Xiang Mr. Chang Yong Ms. Yu Hui (Vice Chairman) No. 10 Maqun Avenue, AUTHORISED Qixia District, Nanjing City, INDEPENDENT NON- REPRESENTATIVES the People’s Republic of China EXECUTIVE DIRECTORS Mr. Zhu Xiang HEAD OFFICE AND Mr. Hu Hanhui Ms. Wong Lai Yuk PRINCIPAL PLACE OF Mr. Gao Lihui BUSINESS IN THE PEOPLE’S Mr. Niu Zhongjie AUDITOR REPUBLIC OF CHINA SUPERVISORS Da Hua Certified Public No. 10 Maqun Avenue, Accountants (Special General Qixia District, Nanjing City, Mr. Qiu Xiang Yang Partnership) the People’s Republic of China Mr. Dai Jian Jun 9th Floor, Block A2, Mr. Zou Tao No. 777 Jianzhu West Road, PRINCIPAL PLACE OF Binhu District, BUSINESS IN HONG KONG COMPANY SECRETARY Wuxi City, Jiangsu Province, 3112A, 31/F, Ms. Wong Lai Yuk the People’s Republic of China Shun Tak Centre 168-200 Connaught Road PRINCIPAL BANKERS AUDIT COMMITTEE Central, Industrial and Commercial Bank Central, Hong Kong Mr. Gao Lihui (Chairman) of China Limited Mr. Hu Hanhui (Nanjing Xinjiekou Branch) STOCK CODE Mr. Niu Zhongjie 95 Hanzhong Road, Nanjing City, Jiangsu Province, 1708 REMUNERATION the People’s Republic of China COMMITTEE HONG KONG H SHARES Mr. Hu Hanhui (Chairman) REGISTRAR AND TRANSFER Mr. Zhu Xiang OFFICE Mr. Gao Lihui Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 2 Nanjing Sample Technology Company Limited Chairman’s Statement Mr. Sha Min Chairman To all shareholders: On behalf of the board of directors (the “Board”) of Nanjing Sample Technology Company Limited (the “Company”), I hereby present the annual report of the Company (with its subsidiaries, referred to collectively as the “Group”) for the year ended 31 December 2019 (the “period under review”) for your review and consideration. Annual Report 2019 3 Chairman’s Statement RESULTS For the 2019 financial year, total operating income of the Group and the profit attributable to shareholders of the parent company were respectively RMB1,487,129,114.80 and RMB107,023,458.97 (corresponding figures for the year ended 31 December 2018 were RMB1,834,487,601.95 and RMB195,992,114.49), representing respective decreases of 18.93% and 45.39%. The reduced total operating income was mainly caused by a decline in system integration and intelligent terminal sales resulting from a decrease in successful project bids in 2019 by the Company. The decrease in profit attributable to shareholders of the parent company was mainly due to decreased income from principal businesses and an increase in financial expenses. DIVIDEND In light of the global economic impact of the COVID-19 pandemic and the consequent emergence of multiple market risks, maintaining sufficient liquidity is of paramount importance to the Group’s long-term development. As a result, the Board decided not to propose distribution of a final dividend for the year ended 31 December 2019. REVIEW OF BUSINESS AND OPERATIONS The Group’s strategic goals for 2019 were to discover valued customers and continue to create value for customers by focusing on a new supply chain and organisational reform, and maintaining the steady development of smart city, intelligent logistics and intelligent transportation. The Company continued to make operational and investment decisions, and perform human resource and administrative services with a focus on its strategic goals. In respect to these strategic goals and under the leadership of the Board, in 2019 the Company achieved outstanding results in aspects such as expressway integration services and intelligent customs logistics, internal organisation was strengthened with improved user satisfaction. Focusing on principal business, strengthening the organisation, growing with customers In 2019, the Group proactively implemented organisational evolution to strengthen its core business, allocated sufficient resources and utilised the required energy, attention, manpower and financial resources to its core business to develop the main business operation with fine craftsmanship. At the same time, the Group also improved its customer service and paid attention to the evaluation from core customers of the value created by the Company, with an aim to breaking internal and external boundaries of the Company to retain customers and satisfy their requirements with its best efforts. 4 Nanjing Sample Technology Company Limited Chairman’s Statement The “Implementation Plan for Reform of Toll Expressway System: Cancellation of Expressway Toll Stations at Provincial Borders” 《深化收費公路制度改革取消高速公路省界收費站實施方案》( ) issued by the PRC’s State Council in May 2019 calls for further reform of the toll expressway system – such as accelerated cancellation of expressway toll stations at provincial boundaries and allowing toll collection with non-stop passage of vehicles – to support the decisions and planning of the Party Central Committee and State Council. Following the principle of “combination of immediate and long-term measures, close coordination and thorough planning, scientific design, orderly advancement to maintain safety and stability, improved efficiency and cost reduction”, the government aimed to cancel all expressway toll stations at provincial borders by the end of 2019 with a clear technological roadmap and expedited construction. During the period under review, the Group completed the construction of multiple new key projects related to the above by seizing opportunities created by favourable policies. Though facing difficulties such as tight construction periods of only four to six months, high construction risk (construction plans need to consider changes in traffic flow, as 95% of the construction is situated in open road sections of high traffic volume) and complex software debugging, the project team ensured that all new expressway systems undertaken by the Group were launched on time and were stable in operation. As a result, positive feedback was received from owners and customers. With more than 20 years of experience in customs logistics, the Group has always placed high priority on meeting regulatory customs requirements. By research on existing application scenarios and close examination of the critical points and challenges of logistics management by on-site regulatory departments, extension and expansion from customs clearance to full-chain entry and exit, and with the oid of modern technology, a series of problems such as insufficient human resources, unsatisfactory informatisation, regulatory loopholes, etc. were solved. Exploration of innovative regulatory models on the application of internet-of-things and multi- system data interconnection can achieve intelligent identification and management. With the construction of relevant informatisation system, the intelligent logistics monitoring standards of on-site customs clearance can be improved. During the period under review, the Group assisted Nantong Customs to implement a Smart Eye Access electronic virtual fence, a new regulatory model for logistics automation, visualisation and controllability. The Smart Eye Access customs clearance operational model further led to the realisation of an intelligent development of logistics monitoring. The same system’s online operation enabled intelligent divergence of vehicles entering the main checkpoint of special supervision areas. As a result, non-regulated vehicles are no longer required to bypass customs gate stations, and many non-declared goods in the Nantong Comprehensive Protection Zone can be directly inspected and released, greatly reducing the time needed for customs clearance. Annual Report 2019 5 Chairman’s Statement Promoting external exchange and cooperation and further strengthening brand influence During the period under review, the Group participated in the Jiangsu Software Industry Talent Development Conference hosted by the Jiangsu Software Industry Talent Development Foundation. The Group conducted extensive in-depth exchanges on Jiangsu software talent development and industry trends, and discussed the issues and trends concerning talent retention in the course of business expansion. The Group won the “Jiangsu Software Talent Public Welfare Contribution Award” and was unanimously re-elected as the third director unit of the Jiangsu