科通芯城集團 ANNUAL REPORT ANNUAL 2018 Cogobuy Group 科通芯城集團 年報 (於開曼群島註冊成立的有限公司) 股份代號 : 00400 2018 Stock Code: 00400 Code: Stock (Incorporated in the Cayman Islands with limited liability) limited with Islands Cayman the in (Incorporated Cogobuy Group Cogobuy 科通芯城集團 2018 Cogobuy Group ANNUAL REPORT 2018 年報 CONTENTS Corporate Information 02 Financial Highlights 04 Chairman’s Statement 05 Management Discussion and Analysis 08 Directors and Senior Management 16 Report of the Directors 20 Corporate Governance Report 46 Environmental, Social and Governance Report 61 Independent Auditor’s Report 77 Consolidated Financial Statements and Notes 84 to the Consolidated Financial Statements Five-Year Financial Summary 206 Definitions 208 CORPORATE INFORMATION BOARD OF DIRECTORS PRINCIPAL PLACE OF BUSINESS Executive Directors 11/F, Microsoft Comtech Tower No. 55 Gaoxin South 9th Road KANG Jingwei, Jeffrey Nanshan District (Chief Executive Officer and Chairman of the Board) Shenzhen, China WU Lun Cheung Allen (Chief Financial Officer) NI Hong, Hope (Chief Investment Officer) PRINCIPAL PLACE OF BUSINESS IN Independent non-executive Directors HONG KONG YE Xin MA Qiyuan Block A, 5th Floor HAO Chunyi, Charlie Goodman Kwai Chung Logistics Centre 585–609 Castle Peak Road Kwai Chung AUDIT COMMITTEE New Territories Hong Kong HAO Chunyi, Charlie (Chairman) YE Xin MA Qiyuan PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE REMUNERATION COMMITTEE Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive MA Qiyuan (Chairman) P.O. Box 2681 YE Xin Grand Cayman KY1-1111 HAO Chunyi, Charlie Cayman Islands NOMINATION COMMITTEE COMPANY SECRETARY YE Xin (Chairman) WU Lun Cheung Allen MA Qiyuan HAO Chunyi, Charlie AUTHORIZED REPRESENTATIVES REGISTERED OFFICE KANG Jingwei, Jeffrey WU Lun Cheung Allen Offices of Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2861 AUDITOR Grand Cayman KY1-1111 Cayman Islands SHINEWING (HK) CPA Limited Certified Public Accountants 02 COGOBUY GROUP ANNUAL REPORT 2018 COGOBUY GROUP ANNUAL REPORT 2018 03 CORPORATE INFORMATION (CONTINUED) LEGAL ADVISORS As to Hong Kong and U.S. laws: Skadden, Arps, Slate, Meagher & Flom As to PRC law: Broad & Bright Law Firm As to Cayman Islands law: Conyers Dill & Pearman (Cayman) Limited PRINCIPAL BANKERS Bank of China (Hong Kong) Limited Standard Chartered Bank (Hong Kong) Limited HONG KONG SHARE REGISTRAR Computershare Hong Kong Investor Services Limited LISTING INFORMATION Stock Exchange, Stock Code: 00400 COMPANY WEBSITE www.cogobuy.com 02 COGOBUY GROUP ANNUAL REPORT 2018 COGOBUY GROUP ANNUAL REPORT 2018 03 FINANCIAL HIGHLIGHTS Year ended December 31, December 31, Year-on-year 2018 2017 change (RMB in millions, unless specified) Revenue 5,534.8 9,613.7 (42.4)% Gross profit 426.8 770.2 (44.6)% Profit for the year 297.8 301.3 (1.2)% Profit attributable to equity shareholders of the Company 293.2 302.0 (2.9)% Earnings per share (“EPS”) (RMB per share) — basic 0.201 0.207 (2.9)% — diluted 0.201 0.206 (2.9)% 04 COGOBUY GROUP ANNUAL REPORT 2018 COGOBUY GROUP ANNUAL REPORT 2018 PB CHAIRMAN’S STATEMENT Since adjusting our business strategy in the fourth quarter of 2017, the Company launched its “AIoT Business Service Platform + IC Component Trading Platform dual business model”, and consolidated our business segments into two groups: one which sells integrated circuit (“IC”) chips and electronic components, and the other focuses on building intelligent hardware and providing IoT enterprise services on INGDAN.com. In 2018, we completed our strategic changes and transformed into an ecosystem company with artificial intelligence (“AI”) and Internet of Things (“IoT”) (collectively “AIoT”) technologies as our core business. As the 5G era approaches, AIoT has increasingly penetrated various industries, creating higher demand for a wide range of chips, growing the IoT market, and fueling data and intelligent transformation across all industries. According to data from the IDC Research Institute, a renowned market intelligence provider for information technology, telecommunications, and consumer technology markets, global IoT spending’s compound annual growth rate is expected to reach 13.6% from 2017 to 2022, and the market is expected to reach US$1.2 trillion by 2022. Gartner, Inc., an S&P 500 global information technology research and consulting firm, also predicts the number of IoT devices worldwide will reach 25 billion in 2021. The AIoT market presents tremendous business opportunities. Through INGDAN.com’s cloud-based architecture, we have also conducted analysis on the accumulated big data from various industries including smart cars, robotics, AI hardware and IoT customized chips, which enables us to provide customers with a one-stop supply chain solution and achieve greater sales growth as a result. PB COGOBUY GROUP ANNUAL REPORT 2018 COGOBUY GROUP ANNUAL REPORT 2018 05 CHAIRMAN’S STATEMENT (CONTINUED) Cogobuy.com and INGDAN.com platforms collect proprietary, unique data on the demands of our corporate customers, and the data will be the moat of them. INGDAN.com in particular has been focused on supply chain services, providing one-stop solutions for intelligent hardware projects. We have extended our services on IoT innovations and started to provide financing, marketing, sales, and other accelerated services through the platform. By integrating the data from INGDAN.com — which covers technologies and product data from all emerging industries — we are able to explore new business models and application scenarios, and provide targeted recommendations for enterprises, and solutions for various AI applications — including customized chips. By rapidly connecting resources for AIoT industry projects, we have deepened and consolidated our ability to meet the needs of many emerging industries, as well as formed a huge AIoT ecosystem through our long-standing customer base. To date, the number of companies registered on INGDAN.com’s AIoT ecosystem has exceeded 38,000; they include chip companies, AI computing companies, module companies, technical solutions providers, IC components companies, high procurement demand IoT projects, and upgrade projects from traditional electronics manufacturers. The ecosystem covers intelligent security, smart cars, smart homes, robotics, smart healthcare products, cloud services, and new materials. Over the last year, INGDAN.com implemented three monetization strategies: (i) the sale of smart hardware, such as chips and AI modules, to AIoT enterprises through INGDAN.com to gain sales income; (ii) the provision of customized chip design to gain service income; and (iii) the realization of gains from our equity investments in AIoT technology companies. INGDAN. com successfully incubated EZ Robot, Inc. (“EZ Robot”) in 2018, a company focusing on AI research, AI hardware production, and robotics applications for various industries. EZ Robot’s projects have been widely used in vacuum robots, loading-and-unloading robots, testing robots, food processing equipment, and cleaning service robots. As for the business of IC components, driven by the arrival of 5G and the development of IoT, the demand for IC components and chips has dramatically increased. As a leading domestic electronic components B2B sales and service providers in China, we have strengthened and enhanced our industry advantages and resources in IC component marketing and sales trading platform. To date, over 50% of the world’s top 100 chip suppliers, including Intel, have established strong partnerships with us. We took the lead on the national IC industry plan, and have developed long term relationships with 60 leading domestic AI chips manufacturers and solutions providers, including Allwinner Technology Co., Ltd., Beijing Unisound Information Technology Co., Ltd., and IFLYTEK CO., LTD. During the year, we also signed an agency agreement with Huawei’s Hisilicon Semiconductor Co., Ltd. (“Hisilicon”), to promote the application of Hisilicon products in smart home, IoT, and security applications in China. The Group continues to deepen and consolidate its client relationships across many emerging industries. Smart car is one of the industries that have become a strong future growth engine for the Group. During the year, we have seized the momentum of the smart car market and focused more on smart car hardware and IoT solutions. The Group and Toyota Motors recently jointly established the ”Toyota INGDAN.com Innovation Platform”. Through the new platform, we hope to cooperate with various upstream suppliers to develop promotional services, sales, and industrial applications for autonomous driving and AI, and further deepen the smart car ecosystem, making smart car the Group’s next growth driver . 06 COGOBUY GROUP ANNUAL REPORT 2018 CHAIRMAN’S STATEMENT (CONTINUED) The Group has also gradually established a presence in the intelligent security and healthcare markets during the year. The Group and Microsoft Cloud jointly launched several intelligent security solutions, and have partnered on Microsoft’s Azure platform to help transform traditional security enterprises, including providing cloud-based intelligence for Zhejiang Dahua Technology Co., Ltd., which has the second largest market share in CCTV video surveillance. Looking forward to 2019, INGDAN.com will remain at the core of the Group’s business development, and we expect its contribution to our total revenue to increase. Meanwhile, driven by the development of 5G, all of China’s industries are poised for a digital, smart evolution,