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1、山东省中鲁远洋渔业股份有限公司 2016 年年度报告全文 1 Shandong Zhonglu Oceanic Fisheries Co.,Ltd.Annual Report for Year of 2016 March 2017山东省中鲁远洋渔业股份有限公司 2016 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 Shandong Zh
2、onglu Oceanic Fisheries 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 completion o
3、f the whole contents.Chi Weizhen,Principal of the Company,Yue Juan,person in charge of accounting works and Lei Lixin,person in charge of accounting organ(accounting principal)hereby confirm that the Financial Report of 2016 Annual Report is authentic,accurate and complete.All directors are attended
4、 the Board Meeting for report deliberation.China Securities Journal,Hong Kong Commercial Daily and Juchao Website()are the media for information disclosure appointed by the Company,all information under the name of the Company disclosed on the above said media shall prevail,and Investors are advised
5、 to exercise caution of investment risks.The Company has no plans of cash dividend distributed,no bonus shares and has no share converted from capital reserve either.Note:The Report is prepared in bilingual versions of Chinese and English respectively,in the event of any discrepancy in understanding
6、 the two aforementioned versions,the Chinese version shall prevail.山东省中鲁远洋渔业股份有限公司 2016 年年度报告全文 3 Contents Section I Important Notice,Contents and Paraphrase .2 Section II Company Profile and Main Finnaical Indexes .5 Section III Summary of Company Business .9 Section IV Discussion and Analysis of B
7、usiness .12 Section V Important Events .26 Section VI Changes in shares and particular about shareholders.33 Section VII Preferred Stock.40 Section VIII Particulars about Directors,Supervisors,Senior Executives and Employees.41 Section IX Corporate Governance.49 Section X Corporate Bond.55 Section X
8、I Financial Report.56 Section XII Documents available for reference.131 山东省中鲁远洋渔业股份有限公司 2016 年年度报告全文 4 Paraphrase Items Refers toContents “The Company”or“Company”Refers to Shandong Zhonglu Oceanic Fisheries Co.,Ltd.“Shandong State-owned Assets Investment”Refers to Shandong State-owned Assets Investm
9、ent Holding Company Limited ”Luxin Group”Refers to Shandong Luxin Investment Holding Company Limited “SASACP”Refers toState-owned Assets Supervision and Administration Commission of Shandong Provincial Government “CSRC”Refers to China Securities Regulatory Commission“The report”Refers to Annual Repo
10、rt for 2016 compiled by the Company 山东省中鲁远洋渔业股份有限公司 2016 年年度报告全文 5 Section II Company Profile and Main Finnaical Indexes I.Company information Short form of the stock Zhonglu-B Stock code 200992 Stock exchange for listing Shenzhen Stock Exchange Name of the Company(in Chinese)山东省中鲁远洋渔业股份有限公司 Short f
11、orm of the Company(in Chinese)中鲁远洋 Foreign name of the Company(if applicable)Shandong Zhonglu Oceanic Fisheries Company Limited Short form of foreign name of the Company(if applicable)ZLYY Legal representative Chi Weizhen Registrations add.No.29 Miaoling Rd.Laoshan District,Qingdao City,Shandong Pro
12、vince Code for registrations add 266061 Offices add.No.43 Heping Rd.Jinan City,Shandong Province Codes for office add.250014 Company website http:/ II.Person/Way to contact Secretary of the Board Rep.of security affairs Name Li Ming Li Ying Contacts add.No.43 Heping Rd.Jinan City,Shandong Province N
13、o.43 Heping Rd.Jinan City,Shandong Province Tel.0531-86553278 0531-86553276 Fax.0531-86552906 0531-86552906 Email III.Information disclosure and preparation place Newspaper appointed for information disclosure In China:China Securities Journal;overseas:Hong Kong Commercial Daily 山东省中鲁远洋渔业股份有限公司 2016
14、 年年度报告全文 6 Website for annual report publish appointed by CSRC http/ Preparation place for annual report Office of the Board、Shenzhen Stock Exchange IV.Registration changes of the Company Organization code 91370000863043102Y Changes of main business since listing(if applicable)No change.Previous cha
15、nges for controlling shareholders(if applicable)No change.V.Other relevant information CPA engaged by the Company Name of CPA PKF Daxin Certified Public Accountants LLP Offices add.for CPA 15/F College International Building,No.1 Zhichun Rd.,Haidian District,Beijing Signing Accountants Zhang Lifa;Wu
16、 Zhixing Sponsor engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable VI.Main accounting data and financ
17、ial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not Yes No 2016 2015 Changes over last year 2014 Operating income(RMB)845,877,519.52723,723,003.0516.88%598,380,696.80Net profit attributable
18、 to shareholders of the listed company(RMB)52,585,070.7412,141,360.21333.11%15,367,992.51Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB)47,095,370.0314,060,740.19234.94%10,460,455.75Net cash flow arising from operating activities(RMB)
19、87,435,723.1955,443,390.2257.70%65,320,481.37Basic earnings per share 0.200.05300.00%0.06山东省中鲁远洋渔业股份有限公司 2016 年年度报告全文 7(RMB/Share)Diluted earnings per share(RMB/Share)0.200.05300.00%0.06Weighted average ROE 8.88%2.16%6.72%2.81%End of 2016 End of 2015 Changes over end of last year End of 2014 Total a
20、ssets(RMB)835,239,699.07798,232,793.114.64%797,490,171.48Net assets attributable to shareholder of listed company(RMB)617,662,263.72565,708,222.799.18%554,900,782.17VII.Difference of the accounting data under accounting rules in and out of China 1.Difference of the net profit and net assets disclose
21、d in financial report,under both IAS(International Accounting Standards)and Chinese GAAP(Generally Accepted Accounting Principles)Applicable Not applicable The Company had no difference of the net profit or net assets disclosed in financial report,under either IAS(International Accounting Standards)
22、or Chinese GAAP(Generally Accepted Accounting Principles)in the period.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 had no difference of
23、the net profit or net assets disclosed in financial report,under either foreign accounting rules or Chinese GAAP(Generally Accepted Accounting Principles)in the period.VIII.Quarterly main financial index In RMB First quarter Second quarter Third quarter Fourth quarter Operating income 202,905,282.77
24、204,985,511.01214,890,752.05 223,095,973.69Net profit attributable to shareholders of the listed company4,544,723.077,015,647.518,938,008.08 32,086,692.08Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses 3,977,964.504,165,848.778,358,560.18
25、30,592,996.58Net cash flow arising from operating activities 18,594,382.21-2,360,800.6311,750,750.94 59,451,390.67Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial 山东省中鲁远洋渔业股份有限公司 2016 年年度报告全文 8 index disclosed in the
26、 companys quarterly report and semi-annual report Yes No IX.Items and amounts of extraordinary profit(gains)/loss Applicable Not applicable In RMB Item Amount in 2016Amount in 2015Amount in 2014 Note Gains/losses from the disposal of non-current asset(including the write-off that accrued for impairm
27、ent of assets)2,552,387.02-4,260,148.37-303,324.40 Governmental subsidy reckoned into current gains/losses(not including the subsidy enjoyed in quota or ration according to national standards,which are closely relevant to enterprises business)4,123,881.732,021,471.482,566,585.48 Other non-operating
28、income and expenditure except for the aforementioned items-4,353.2582,182.682,787,770.58 Less:impact on income tax 194,279.09130,889.73 Impact on minoritys equity(after-tax)987,935.70-237,114.2312,605.17 Total 5,489,700.71-1,919,379.984,907,536.76-Concerning the extraordinary profit(gain)/loss defin
29、ed by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their 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
30、Companies Offering Their Securities to the Public-Extraordinary Profit/loss,explain reasons Applicable Not applicable Item Amount(RMB)Reason Fuel subsidies reckoned into current gains/losses listed in recurrent gains/losses 39,041,300.00The subsidy enjoyed in quota or ration according to national st
31、andards,which are closely relevant to enterprises business 山东省中鲁远洋渔业股份有限公司 2016 年年度报告全文 9 Section III Summary of Company Business I Main businesses of the company in the reporting period Whether the company needs to comply with the disclosure requirements of the particular industry No Shandong Zhong
32、lu Oceanic Fisheries Co.,Ltd.is a comprehensive fishery enterprise integrated with ocean-going fishing,ocean refrigerated transport,and refrigeration,processing and trading of aquatic products,its main businesses involve all major aspects of the industry chain.(I)Business introduction 1.Ocean-going
33、fishing During the reporting period,the company has owned a total of 18 vessels for ocean-going fishing,including 2 large-scale tuna seiners,14 large ultra-low temperature tuna long liners,and 2 medium-sized trawlers,which have been respectively working in the western-central Pacific Ocean,Indian Oc
34、ean,and Ghana sea area in the Atlantic Ocean.During the reporting period,the pattern of worlds tuna resources have been changing,some fishery resources decline sharply,the company has adhered to the principle of combining deploying and retracting,operated scientifically,deployed reasonably,and posit
35、ively implemented offshore production based on the fishing characteristics and the actual situation of offshore production.As for the long-line fishing,the company became more familiar with the distribution of the fishing waters along with the continuous exploration and in-depth development to the I
36、ndian Ocean,and maintained rather good production and management efficiency As for the purse seine fishing,according to the industry environment and development situation,the company decisively took the measure that is to transfer the fishery to Ghana waters in Atlantic which has got supports from t
37、he Ministry of Agriculture,at present,two seines have reached the target fishing ground,one of which has started working,another is handling the pre-operation procedures;the transfer of fishery is expected to improve the companys tuna seine business situation.The fishing production of Ghana trawl pr
38、oject has reduced compared with the previous reporting period,mainly caused by the reduction of resources and aging of ships.2.Refrigerated transport During the reporting period,the company has 8 ocean cold-storage boats for operation service and has taken various measures to complete the annual eco
39、nomic indicators.Firstly,actively adapt to the demands for international refrigerated shipping market,implement the measure of“Change the flag and transfer the native place”for the existing transport ships,which ensured the voyage,accepted by WCPF organization,eliminated the obstacles such as health
40、 permits of cargo transport in Europe,and further improved the competitiveness.Secondly,strictly control the cost accounting,and ensure all expenses,especially the overwhelming expenses are under surveillance all the time.Thirdly,take account of the non-operating income,especially focus on the excha
41、nge rate trend of US dollar against RMB,so as to make foreign exchange settlement at the appropriate time and greatly increase financial exchange gains.Fourthly,strengthen the risk management and control,and minimize the risk factor of uncertainty.3.Refrigeration processing trade During the reportin
42、g period,the company refrigeration processing trade has been adhering to the policy of mobilize the market,constantly improving the product forms,and expanding the sales channels.The first is to insist on internal absorption and external introduction,give full play to advantages of industrial cluste
43、rs,resist the 山东省中鲁远洋渔业股份有限公司 2016 年年度报告全文 10 risks and face the market development together with fishing industry,strengthen efforts to the return shipping and deep processing of tuna,form a processing industry chain by centering on Zhonglu food,and give a real play to the distributing centre as th
44、e deep-processing of deep-sea fishing products and cold-chain logistics base in Shandong Province and the tuna trading center of China,and have far-reaching significance to refine and strengthen the tuna industry chain.The second is to develop intensive processing and comprehensive utilization,impro
45、ve the products added value,and approach to the medium and low end consumer groups in the new product development and market development,etc.The third is to actively cultivate its own brand,enhance product promotion efforts with the help of relevant exhibition platform,and attract domestic and forei
46、gn high-quality customers to discuss cooperation.(II)Industry development Overall,in 2016,the international and domestic economic situation was severe,and there was no big change compared with the previous year.Under the adverse economic and industry environment at home and abroad,the company decisi
47、vely adjusted the purse seine business,transferred two seines to Ghana fishery in Atlantic,other business maintained steady growth or slightly declined,in general,joy is greater than sorrow.At present,compared with most enterprises in the same industry,especially with those enterprises having relati
48、vely simple business and incomplete industry chain,it is right that the company has been adhering to the policy of evenly develop industrial chain and optimize asset structure,the companys relatively complete industrial chain and the reciprocity and complementation among each sector have played a hu
49、ge role when the development of current offshore fishing industry is in a downturn.II.Major changes in main assets 1.Major changes in main assets Major assets Note of major changes Equity assets No major change.Fixed assets No major change.Intangible assets No major change.Construction in progress N
50、o major change.Current assets Increased 54.33 million Yuan from a year earlier,that is received 39.04 million Yuan for oil subsidy of 2016 at period-end 2.Main overseas assets Applicable Not applicable III.Core competitive-ness analysis Whether or not the Company complies with disclosure requirement