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1、深圳市深粮控股股份有限公司 2018 年年度报告全文 1 深圳市深粮控股股份有限公司深圳市深粮控股股份有限公司 SHENZHEN CEREALS HOLDINGS CO.,LTD. ANNUAL REPORT 2018 April 2019 深圳市深粮控股股份有限公司 2018 年年度报告全文 2 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of SH
2、ENZHEN CEREALS HOLDINGS CO.,LTD. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and comp
3、letion of the whole contents. Chairman of the Company Zhu Junming, General Manager Hu Xianghai, Head of Accounting Ye Qingyun and Head of Accounting Institution (Accounting Supervisors) Wen Jieyu hereby confirm that the Financial Report of Annual Report 2018 is authentic, accurate and complete. Exce
4、pt for followed director, other directors are attending the Board Meeting for Annual Report deliberation in person Director not attending in person Position of the director not attending in person Reasons on absent Trustee Zhu Junming Chairman On business trip Hu Haixiang Concerning the forward-look
5、ing statements with future planning involved in the annual report, they do not constitute a substantial commitment for investors, Securities Times, China Securities Journal, Hong Kong Commercial Daily and Juchao Website () are the media appointed by the Company for information disclosure, all inform
6、ation of the Company disclosed in the above mentioned media should prevail. Investors are advised to exercise caution of investment risks. The Company has analyzed the risk factors that the Company may exist and its countermeasures in the report, investors are advised to pay attention to read “Prosp
7、ect for future development of the Company” in the report of Section IV-深圳市深粮控股股份有限公司 2018 年年度报告全文 3 Discussion and Analysis of the Operation. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, Chinese repo
8、rt shall prevail. The profit distribution plan deliberated and approved by the Board Meeting was: distributed cash bonus of 1 yuan (tax included) for every 10 shares held by whole shareholders based on the 1,152,535,254, zero share(tax included) for bonus and zero share additional for every 10 share
9、s held by whole shareholders with the capital public reserves. 深圳市深粮控股股份有限公司 2018 年年度报告全文 4 Contents Section I Important Notice, Contents and Paraphrase . . 2 Section II Company Profile and Main Finnaical Indexes . 6 Section III Summary of Company Business . 12 Section IV Discussion and Analysis of
10、Operation17 Section V Important Events . 38 Section VI Changes in shares and particular about shareholders . 105 Section VII Preferred Stock . 115 Section VIII Directors, Supervisors, Senior Executives and Staff of the Company . 116 Section IX Corporate Governance . 125 Section X Corporate Bond . 13
11、4 Section XI Financial Reprot . 135 Section XII Documents Available for Reference . 328 深圳市深粮控股股份有限公司 2018 年年度报告全文 5 Paraphrase Items Refers to Contents SZCH/Listed Company /the Company/ Refers to Shenzhen Cereals Holdings Co., Ltd. Shenshenbao/Shenbao Company Refers to Shenzhen Shenbao Industrial C
12、o., Ltd. SZCG Refers to Shenzhen Cereals Group Co., Ltd Doximi Refers to SZCG Doximi Business Co., Ltd. Flour Company, Flour Factory Refers to Shenzhen Flour Co., Ltd SZCG Quality Inspection Refers to SZCG Quality Inspection Co., Ltd. Dongguan Food Industrial Park Refers to Dongguan International Fo
13、od Industrial Park Development Co., Ltd. Wuyuan Ju Fang Yong Refers to Ju Fang Yong Tea Industry Co., Ltd. in Wuyuan County Shenbao Technology Center Refers to Shenzhen Shenbao Technology Center Co., Ltd. Fude Capital Refers to Shenzhen Fude State-owned Capital Operation Co., Ltd. Agricultural Produ
14、cts Refers to Shenzhen Agricultural Products Co., Ltd Shenzhen Investment Holding Refers to Shenzhen Investment Holding Co., Ltd Shenzhen SASAC Refers to Shenzhen Municipal Peoples Government State-owned Assets Supervision & Administration Commission CSRC Refers to China Securities Regulation Commis
15、sion SSE Refers to Shenzhen Stock Exchange Dahua CPA Refers to Dahua Certified Public Accountants (Special General Partnership) Article of Association Refers to Article of Association of Shenzhen Cereals Holdings Co., Ltd. RMB/10 thousand Yuan Refers to CNY/ten thousand Yuan 深圳市深粮控股股份有限公司 2018 年年度报告
16、全文 6 Section II Company Profile and Main Financial Indexes I. Company information Short form for share SZCH, Shenliang B Stock code 000019, 200019 Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 深圳市深粮控股股份有限公司 Abbr. of Chinese name of the Company 深粮控股 English name of the Co
17、mpany(if applicable) SHENZHEN CEREALS HOLDINGS CO.,LTD Legal Representative Zhu Junming Registrations add. 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Technology Park, Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen Code for registrations add 518057 Offices ad
18、d. 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen Codes for office add. 518033 Companys Internet Web Site E-mail II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Wang Fangcheng Huang Bingxia Contact add. 13/F, Tower A, World Trade Plaza, No
19、.9 Fuhong Rd., Futian District, Shenzhen 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen Tel. 0755-82027522 0755-82027522 Fax. 0755-82027522 0755-82027522 E-mail III. Information disclosure and preparation place Newspaper appointed for information disclosure Securities T
20、imes; China Securities Journal and Hong Kong Commercial Daily Website for annual report publish appointed by CSRC Juchao Website: Preparation place for annual report Office of the Board of Directors 深圳市深粮控股股份有限公司 2018 年年度报告全文 7 IV. Registration changes of the Company Organization code 91440300192180
21、754J Changes of main business since listing (if applicable) On February 18, 2019, the company completed the registration procedures of changes in industry and commerce for business scope and other matters. The main business has newly increased grain and oil reserves, grain and oil trade, grain and o
22、il processing, and service business for grain and oil circulation and grain and oil reserves based on the production, research and development and sales of food raw materials (ingredients) mainly based on tea and natural plant deep processing. Previous changes for controlling shareholders (if applic
23、able) On 10 September 1999, Shenzhen Investment Management Co., Ltd. entered into the “Equity Transfer Agreement of Shenzhen Shenbao Industrial Co., Ltd.” with Agricultural Products for 58,347,695 shares of the Company (35% in total shares of the Company) transfer to Agricultural Products with price
24、 of RMB 1.95 per share. Agricultural Products comes to the first majority shareholder of the Company after transfer and procedures for the above equity transfer has completed in June of 2003. On April 3, 2018, Shenzhen Investment Holdings completed the transfer of all of its 79,484,302 shares of A s
25、hares in the company to Fude Capital. After the completion of the equity transfer, Shenzhen Investment Holdings no longer holds shares in the company, while Fude Capital directly holds 79,484,302 shares of A shares in the company (accounting for 16% of the companys original total share capital) and
26、controls 19.09% shares of the company through Agricultural Products Control Company, becoming the controlling shareholder of the company. V. Other relevant information CPA engaged by the Company Name of CPA Dahua Certified Public Accountants (Special General Partnership) Offices add. for CPA 11/F, B
27、lock B, Union Square, No. 5022, Binhe Blv, Futian District, Shenzhen Signing Accountants Chen Baohua, Zhou Lingzhi Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant engaged by the Company for performing cont
28、inuous supervision duties in reporting period Applicable Not applicable Financial consultant Office address Financial consultant sponsor Continuous supervision period Wanho Securities Co., Ltd. Times Technology Building No.7028, Shennan Avenue, Futian District, Shenzhen Guo Yong, Yu Hai 12 November
29、2018 to 31 December 2019 VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not Yes No Reasons for retroactive adjustment or re-statement 深圳市深粮控股股份有限公司 2018 年年度报告全文 8 Enterprise combined under the same control 2018 2017
30、 Changes over last year 2016 Before adjustment After adjustment After adjustment Before adjustment After adjustment Operating revenue (RMB) 10,758,782,838.14 315,762,708.35 10,793,693,156.79 -0.32% 273,383,642.99 7,493,028,165.21 Net profit attributable to shareholders of the listed Company(RMB) 308
31、,331,032 .44 -54,094,136.23 359,174,263.44 -14.16% 96,620,658.92 364,384,734.36 Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses(RMB) -70,825,168.94 -56,114,386.31 -56,114,386.31 -26.22% -64,394,848.68 -64,394,848.68 Net cash flow arising f
32、rom operating activities(RMB) 299,103,635.58 -94,914,594.15 17,058,691.88 1,653.38% 61,740,568.12 99,307,564.51 Basic earnings per share (RMB/Share) 0.2675 -0.1089 0.3116 -14.15% 0.1945 0.3162 Diluted earnings per share (RMB/Share) 0.2675 -0.1089 0.3116 -14.15% 0.1945 0.3162 Weighted average ROE 7.7
33、0% -5.46% 9.55% -1.85% 9.82% 10.77% End of 2018 End of 2017 Changes over end of last year End of 2016 Before adjustment After adjustment After adjustment Before adjustment After adjustment Total assets (RMB) 6,468,951 ,793.87 1,070,386,220.55 5,911,027,724.31 9.44% 1,178,543,725.30 5,487,316,562.13
34、Net assets attributable to shareholder of listed Company(RMB) 4,172,502,535.11 946,920,577.33 3,848,760,765.85 8.41% 1,031,768,388.87 3,582,365,242.67 Total share capital of the Company on the trading day prior to disclosure: Total share capital of the Company on the trading day prior to disclosure
35、(Share) 1,152,535,254 Total diluted EPS calculated with the latest share capital (RMB/Share) 0. 2675 Whether has corporate bonds Yes No 深圳市深粮控股股份有限公司 2018 年年度报告全文 9 VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclo
36、sed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable In RMB Net profit attributable to shareholders of listed Company Net assets attributable to shareholders of listed Company Current period
37、 Last period Ending amount Opening amount Chinese GAAP 308,331,032 .44 359,174,263.44 4,172,502,535.11 3,848,760,765.85 Items and amount adjusted by IAS Adjustment for other payable fund of stock market regulation 1,067,000.00 1,067,000.00 IAS 308,331,032 .44 359,174,263.44 4,173,569,535.11 3,849,82
38、7,765.85 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) Applicable Not applicable The Company has no above mentioned condition occurred in the period 3. Explanation on diffe
39、rences of the data under accounting standards in and out of China Applicable Not applicable VIII. Main financial index disclosed by quarter In RMB 1st Q 2nd Q 3rd Q 4th Q Operating income 2,427,761,440.54 2,006,927,206.28 2,834,555,228.13 3,489,538,963.19 Net profit attributable to shareholders of l
40、isted Company 125,145,974.07 77,633,369.27 87,708,504.25 17,843,184.85 Net profit attributable to shareholders of listed Company after deducted non-recurring gain/loss -10,953,014.99 -7,931,905.70 -12,241,225.60 -39,699,022.65 Net cash flow arising from 99,267,533.46 -46,406,288.16 64,495,978.61 181
41、,746,411.67 深圳市深粮控股股份有限公司 2018 年年度报告全文 10 operating activities Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the Companys quarterly report and semi-annual report Yes No IX. Items and amounts of
42、extraordinary profit (gains)/loss Applicable Not applicable Item 2018 2017 2016 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) 1,207,842.88 -50,200.13 171,607,536.76 Governmental subsidy reckoned into current gains/losses (not
43、 including the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to enterprises business) 8,311,158.51 2,990,059.15 4,000,648.87 Fund possession cost reckoned in current gain/loss charged from non-financial enterprise 490,289.86 488,839.56 Profit and loss
44、 of assets delegation on others investment or management 1,984,446.92 2,706,034.95 821,891.58 Net gains/losses of the current period from beginning of the period to date of consolidation for those subsidiary arising from enterprise combined under the same control 374,880,023.05 413,268,399.67 267,76
45、4,075.44 Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment income from disposal of tradable financial assets and liabilities and financial as
46、sets available for sale -474,740.24 -1,651,270.40 -335,414.30 Other non-operating income and expenditure except for the aforementioned items -4,434,126.83 -4,097,739.37 8,557,332.04 Other gains/losses items that conform to the definition of non-recurring gains/losses 450,000.00 Less: impact on incom
47、e tax 3,210,576.33 51,797.61 23,961,893.28 Impact on minority shareholders equity (post-tax) 48,116 .44 -1,686,323.93 -325,405.93 深圳市深粮控股股份有限公司 2018 年年度报告全文 11 In RMB Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering The
48、ir Securities to the Public - Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary Profit/lo
49、ss, explain reasons Applicable Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities t
50、o the Public - Extraordinary Profit/lossTotal 379,156,201.38 415,288,649.75 428,779,583.04 - 深圳市深粮控股股份有限公司 2018 年年度报告全文 12 Section III Summary of Company Business I. Main businesses of the Company in the reporting period Does the Company need to comply with disclosure requirements of the special ind