Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. Stock code: 000058 200058 Stock abbreviation: SHEN SEG、SHEN SEG B Notice No.: 2015-045 Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. 1. Importance Notice This summary is excerpts from the full-text of the 2015 semi-annual report of Shenzhen SEG Co., Ltd. For more details, investors shall read carefully the full-text of the semi-annual report published on the websites specified by China Securities Regulatory Commission (CSRC), such as, the Cninfo Website (http://www.cninfo.com.cn ) and the website of Shenzhen Stock Exchange (www.szse.cn ). Company Profile: Stock abbreviation SHEN SEG Stock code 000058 Changed stock abbreviation (if any) Shenzhen SEG Co., Ltd. Listed on Shenzhen Stock Exchange Contact information Secretary of the Board of Directors Securities affairs representative Name Zheng Dan Zhang Xin Phone 0755-83747939 0755-83747939 Fax 0755-83975237 0755-83975237 E-mail segcl@segcl.com.cn segcl@segcl.com.cn 2. Major Financial Data and Shareholder Changes (1) Major Financial Data Are retrospective adjustments made to previous financial statements due to accounting policy changes or accounting errors? □ Yes √ No The same period of the Year-on-year This report period previous year increase/decrease Operating revenue (Yuan) 374,555,135.61 316,141,381.01 18.48% Net profit attributable to shareholders of 34,906,133.61 37,645,842.28 -7.28% the listed company (Yuan) Net profit attributable to shareholders of the listed company after deduction of 34,698,254.31 36,738,936.70 -5.55% non-recurring gains and losses (Yuan) Net cash flow arising from operating -98,587,833.62 -104,382,196.59 -23.19% activities (Yuan) Basic EPS (Yuan/Share) 0.0445 0.0480 -7.29% Diluted EPS (Yuan/Share) 0.0445 0.0480 -7.29% Weighted average ROE 2.55% 2.97% -0.42% Amount at end of the report Amount at end of the Year-on-year period previous year increase/decrease Total assets (Yuan) 2,495,946,288.44 2,659,717,718.28 -6.16% Net assets attributable to shareholders of 1,435,903,974.96 1,298,970,719.85 10.54% the listed company (Yuan) 1 Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. (2) List of top 10 ordinary shareholders Unit: Share Total number of ordinary shareholders at the end of the report 67,495 period Shareholding information of the top 10 ordinary shareholders Quantity of Information on pledged or Name of Nature of Shareholding Quantity of restricted ordinary frozen shares ordinary shareholder shareholder percentage shares held shares held Share status Quantity Shenzhen SEG State-owned 30.24% 237,359,666 0 Pledged 83,679,833 Group Co., Ltd. legal person Domestic Zeng Ying 0.98% 7,679,449 0 natural person Domestic Liu Guocheng 0.85% 6,691,302 0 natural person Taifook Securities Overseas legal Company 0.52% 4,119,656 0 person Limited-Accoun t Client Domestic Liu Guohong 0.40% 3,127,958 0 natural person Overseas Gong Qianhua 0.37% 2,940,000 0 natural person Domestic Wang Jianguang 0.32% 2,497,771 0 natural person KGI ASIA Overseas legal 0.30% 2,334,076 0 LIMITED person Shaanxi International Trust Co., Ltd. – Shaanxi International Investment Others 0.29% 2,249,943 0 Weicai Securities & Investment Capital Trust Scheme Phillip Securities Overseas legal 0.28% 2,206,196 0 (Hong Kong) person Groups Explanations on the association Shenzhen SEG Group Co., Ltd has no associated relationship with other shareholders, nor it is a relationship or concerted action concerted action unit as described by the Management Methods for Disclosure of Information on among the above-mentioned Changes of Shareholding Status of Shareholders of Listed Companies It is unknown whether shareholders other shareholders have an associated relationship or are concerted action units or not. Information of the shareholders participating in financing None business (if any) (3) List of top 10 preferential shareholders □ Applicable √ Not applicable No shareholders hold preferred shares in the report period. 2 Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. (4) Changes of the Controlling Shareholders or Actual Controllers Changes of the controlling shareholders in the report period □ Applicable √ Not applicable In the report period, the controlling shareholders of the Company did not change. Changes of the actual controllers in the report period □ Applicable √ Not applicable In the report period, the actual controllers of the Company did not change. 3. Management Discussion and Analysis (1) Overview In the first half of the year 2015, the domestic and international situation of economy confronted by our country became more complex and severe, the pressure from economic downstream became increasingly heavy, multiple difficulty and challenge multiply twisted, and the physical economy remained stable at low level but was weak for recovery. Facing the increasingly severe economic situation and furious market competition, in the report period, according to the operating policy of “transformation, innovation and development”, and through adopting a series of effective measures including organizational structure reform, implementing project system, and resources to be distributed to the first-line business preferentially, the Company made continuous innovation in management tool, endeavored to enhance the level of management and operation, and ceaselessly strengthened the core business competence, so that the major economic indicators of the Company and each investment company increase over the previous year. In the report period, the Company achieved a total operating income of 425,220,000 Yuan, a 26.10% increase over the previous year, mainly due to: (1) substantial increase in the income of the agent purchasing and channel retailing terminal business; (2) substantial increase in the income of the microcredit; and (3) year-on-year income of the Suzhou SEG Digital and Xingsha store of Mellow Orange Hotel. In the report period, the Company achieved a total profit of 72,190,000 Yuan, a 2.45% increase over the previous year, mainly due to the increase in the income and profit of the microcredit business. (2) Analysis of Main Business Main business of the Company includes development and operation of specialized electronics market and supporting projects, property lease service, IT product channel retail terminal service, e-commerce and value-added microcredit service. ① Operation of the electronics markets In the first half year, facing the intense market competition and the impact from new-type commercial pattern, the Company actively explored the new development pattern, constantly enhanced the operating capability and innovation capability of electronics market mainly operated, built and optimized the operating mode of “physical store + e-commerce + channel” and duplicated this mode in other SEG electronics markets outside Shenzhen, at the same time, the Company strengthened the building of physical channel and continued to cultivate Tmall of SEG electronics market. In the field of selecting products, the Company achieved precision and novelty, as well as lowered down the costs. The Company seizes the opportunity that Shenzhen Municipal Government intends to build Huaqiang North as the maker center. Based on its own advantages, the Company established the SEG International Maker Product Exhibition and Promotion Center. The Company intends to attract high-quality and innovative products through SEG electronics market, build vertical O2O channel with segmentation, take smart hardware and maker’s products as the core concept, fully exert the capability of distributing resources, link the upstream and downstream channels of market, and finally for the Company’s own platform. It will be beneficial to attract consumers to market, achieve the diversified competition with other professional markets, and to promote the Company’s business transformation and upgrading. In the report period, the Company's electronics market business achieved a total operating income of 158,490,000 Yuan, a decrease of 0.47% over the previous year and a total profit of 44,790,000 Yuan, a decrease of 11.69% over the previous year, mainly due to the decrease of the rental income of Nanning SEG market and the earlier-stage fees incurred by Suzhou SEG Digital. ② Business of property leasing service In the report period, the property rental business of the headquarters and the Company's subsidiary SEG Baohua continues to increase steadily. With the continuous depression in the property rental industry in the entire Shenzhen Huaqiang North area, the vacancy rate of the surrounding offices continues to increase, and the rental level maintains the status quo or has a slight decline. SEG Baohua has 3 Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. overcome the difficulties by improving service levels and by taking effective management measures, such as grasping the golden opportunity of Huaqiang North Maker Center and so on. In combination with the popular maker center concept of Huaqiang North, SEG Baohua actively explores new performance growth points and stabilizes the occupancy rate at 99% or higher in the report period. Meanwhile, SEG Baohua remains the rental at the highest level among the surrounding offices in Huaqiang North. In the report period, the Company's property rental service yielded a total operation income of 37,380,000 Yuan, a year-on-year increase of 6.98%, and a total profit of 8,760,000 Yuan, a year-on-year increase of 46.97%. ③ Business of the channel retailing terminal of IT products In the report period, the overall business in the channel retailing terminal of IT products of SEG Industry, the wholly owned subsidiary of the Company, is in good conditions, and each economic indicator achieved a dramatic increase compared with that of the previous year. In the first half of 2015, SEG Industry has formally signed a memorandum of cooperation documents with Apple and officially obtained the authorized Apple distributor for big customers in the China Southern Region. In mid-June, SEG Industry has achieved good results in the first App recommended council for big customers held in Shenzhen after the cooperation. In the report period, the Company's channel business achieved a total operating income of 149,890,000 Yuan, a 73.99% increase over the previous year, mainly due to the increase of the mobile phone distribution and communications distribution business over the previous year. ④ E-commerce In the report period, the SEG E-commerce achieved a total operating income of 14,830,000 Yuan, a 36.54% decrease over the previous year, and the total profit decreased over the previous year, mainly due to the decrease of the supply chain business in the current report period. Till the date of disclosure of this report, the Company's board had approved the Proposal for Transferring 51% of the SEG E-commerce Share Held by Shenzhen SEG. At present, the Company has submitted the application for the equity transfer issue to the related departments, and the third-party organization is orderly implementing the auditing and evaluation. It is expected to complete the share transfer work in the third quarter. The Company will timely disclose the related information according to the specific progress. ⑤ Business of small loan The SEG Microcredit business runs well in the report period, and the indicators are increased considerably on year-on-year basis. At present, SEG Microcredit has reached strategic cooperation with major commercial tenants of SEG Electronics Market. Based on the warehouse receipt pledge mode, SEG Microcredit provides the agent purchasing business, therefore relieving the cash flow pressure of the commercial tenants and achieving a win-win situation. In the report period, SEG Microcredit achieved a total operating income of 48,060,000 Yuan, a 128.06% increase over the previous year, a total profit of 16,380,000 Yuan, a 27.37% increase over the previous year, mainly due to the increase of the loan scale and loan interests over the previous year. ⑥ Hotel Business Up to the report period, SEG Baohua, the subsidiary controlled by the Company, invested in three chain business hotels in total, including Mellow Orange Hotel Changsha Branch, Mellow Orange Hotel Xingsha Branch and Mellow Orange Hotel Bao’an Branch, mainly dealing in the business of accommodation, catering and conference service and so on. In the report period, the Company's hotel business achieved a total operating income of 12,900,000 Yuan, a 24.77% increase over the previous year, and a total profit of 1,963,000 Yuan, a 0.39% increase over the previous year, mainly because the increase of Mellow Orange Hotel Xingsha Branch is newly added in, and the increase of hotel quantity makes that of income and profit. Year-on-year changes of the main financial data Unit: Yuan Amount of the report The same period of the Year-on-year Reason for change period previous year increase/decrease (%) Operating income 374,555,135.61 316,141,381.01 18.48% The trade business is increased over the previous year in the report period. Operating cost 317,303,931.44 248,349,208.37 27.77% The trade business is increased over the previous year in the report period. Sale expenses 941,405.12 1,002,320.62 -6.08% The store expenses of the 4 Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. trade business decreased in the report period. Management expenses 16,004,563.26 15,637,568.42 2.35% Financial cost 843,057.23 388,862.46 116.80% The short-term financing bonds and bank borrowings are increased over the previous year, and the accrued loan interest is increased accordingly. Income tax 20,121,370.92 18,633,100.05 7.99% Research spending 0.00 759,513.21 -100.00% No investment is put into the research and development of the SEG Universal software in the report period. Net cash flow from -98,587,833.62 -104,382,196.59 -23.19% operating activities Net cash flow from 76,375,411.91 -30,287,254.56 The bank financial investing activities investment in the report period was reduced over the same period of last year. Net cash flow arising -204,572,249.79 428,415,242.53 -147.75% The Company has paid from financing activities back the mature short-term financing bonds and bank borrowings in the report period. Net increase in cash and -226,784,670.23 293,745,798.77 -177.20% The comprehensive cash equivalents influence exerted by the cash flow of the activities above caused the increase in the project. Major changes occur in the profit structure or the profit sources of the Company in the report period. □ Applicable √ Not applicable No major changes occur in the profit structure or the profit sources of the Company in the report period. The prospectus, fund-raising notes, and asset restructuring reports of the Company disclose the future development and plans proceeding in the report period □ Applicable √ Not applicable The prospectus, fund-raising notes, and asset restructuring reports of the Company do not disclose the future development and plans proceeding in the report period (3) The company reviews and summarizes how the previously disclosed operation plan is progressed in the report period. In the first half of 2015, according to the Company's "transformation, innovation, and development" guideline for management, the Company actively develops new business while maintaining the steady development of the existing business. Driven by the capital and resources, the Company creates a multi-channel profit model and mainly implements the following work in the report period: ① Organizational reformation Given the changes in the external business environment and customer needs, the Company is required to accelerate the pace of business transformation and innovation, deepen the customer value, build a multi-channel profit model, and integrate various resources, to build a capital-driven and resource-driven business-oriented development model. For this purpose, the Company has adjusted the original organizational structure in the first half of 2015 and introduced the project system. Till now, the Company has 5 Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. set up dozens of project teams. The new organizational structure adopts a flexible organizational structure and matrix management. It functions in a "fixed and flexible" combined mode. This organizational structure promotes the Company to rapidly and flexibly respond to the market, technical, and user changes. It helps the Company to efficiently integrate the resources and improve management decision-making efficiency. In the first half of 2015, the Company has completed the organizational structure adjustment, work transfer in new departments, and department-level organizational performance assessment principles, according to the plan. The newly introduced project system is implemented orderly. Each project team functions in accordance with the plans. ② Actively developing new markets and exploring new service model of the electronics market In the current environment, the Company uses the asset-light model to explore new markets. In the first half of 2015, the Company has been completed the signing of the Tangshan SEG and Nanchang SEG entrust management projects. Faced with the impact of increasingly severe competition in the market and shock of new business model, led by the Internet, the Company has continued to research and try the new models of the electronics market. The Company actively develops and attempts the Internet+ business development model by taking advantage of the entity resources in the national market chains and ensuring smooth operation of the stock market. . ③ Orderly promoting the commercial real estate project The Nantong SEG Times Square project has obtained the sales license for three towers in the late March 2015. The permitted total construction area for pre-sale is 29,911.11 square meters, mainly for SOHO and LOFT office area. To improve the attractiveness and competitiveness of the entire project, the Company is currently planning to build China's first animation industry entrepreneurs and makers base, together with Nantong municipal government, Gangzha district government, Kungfu Animation company, venture capital institutions, and universities and colleges. On June 18, the Nantong SEG Times Square project was officially received the "Nantong Animation Industry Base" award. Meanwhile, three animation-related companies had signed the settlement agreements with the Company. In the future, it is expected to have dozens of animation companies and auxiliary business companies settled in Nantong SEG Times Square. To provide comprehensive supporting facilities and living and office areas for the animation industry practitioners in the base, the loft product with 5.4-meter storey height is temporarily suspended for sales. Nantong SEG Times Square is expected to become the animation industry base in Nantong. By means of integrating the upstream and downstream resources in the animation industry and gradually developing the Nantong animation industry innovation park, Nantong SEG Times Square integrates the technology, experience and business investment themes and intends to build an integrated business complex. Meanwhile, the international animation museum is expected to become the first batch of well-known museum of international animation brands in China. ④ Actively researching the new projects A. To promote the transformation and upgrading of the Company's main industry and extension to the upstream of the industry chain, the Company has established a strategic cooperation partnership with Dongguan EONTEC company (hereinafter referred to as EONTEC), making use of own advantages in technology research and resources. The cooperation intends to promote the development and application in the consumer electronics and related fields of new materials such as liquid metal. Both parties signed the Strategic Cooperation Framework Agreement of EONTEC and Shenzhen SEG on May 27, 2015. B. Establishing the SEG International Maker Product Exhibition and Promotion Center In the report period, the Company seizes the opportunity that Shenzhen Municipal Government intends to build Huaqiang North as the maker center and therefore sets up a project team. The project team has researched the feasibility of building the SEG International Maker Product Exhibition and Promotion Center. The SEG International Maker Product Exhibition and Promotion Center will set up field service areas, provide appropriate space, and introduce resource parties or partners to provide resource and service support for the makers; give advice and suggestions to the pilot production, marketing, planning and packaging, and brand development of the makers' products; function as a maker brand incubator; and build China's largest intelligent hardware-based, international, and never-ending promotion platform to exhibit online and offline products. Till the date of disclosure of this report, the Company's board had approved the Proposal for Setting up the SEG International Maker Product Exhibition and Promotion Center. The Company will establish the Shenzhen SEG Maker Product Collection Company and provide financial support services for the promotion center by means of setting venture capital funds. 6 Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. (4) Constitutes of Main Business Unit: Yuan Year-on-year Year-on-year Year-on-year Operating increase/decrease increase/decrease Operating cost Gross Profit Rate increase/decrease income of operating of gross profit of operating cost income rate Classified by industry Electronics markets and 195,872,817.87 143,745,324.31 26.61% 0.88% 9.21% -5.60% property lease business Trade 153,550,908.27 150,697,647.62 1.86% 73.99% 73.31% 0.39% Finance 48,064,462.25 3,300,242.35 93.13% 128.06% 64.30% 2.66% Classified by product Not applicable Region Shenzhen 321,511,517.45 223,229,790.02 30.57% 35.47% 34.34% 0.58% Xi’an 29,443,257.17 20,713,438.12 29.65% 7.93% 7.17% 0.50% Su Zhou 34,087,416.94 32,359,314.25 5.07% 23.46% 43.68% -13.36% Changsha 17,940,235.52 15,375,226.87 14.30% 21.75% 24.67% -2.01% Nanjing 16,104,715.99 16,513,882.66 -2.54% -26.50% -19.32% -9.13% Foshan 1,126,574.84 1,006,893.56 10.62% 0.27% -2.49% 2.53% Wuxi 3,547,872.49 2,882,602.37 18.75% 110.66% 40.24% 40.79% Nanning 1,457,463.69 5,222,783.59 -258.35% -73.68% 17.50% -278.08% Nantong 0 0 0 0 0 0 (5) Analysis of Core Competence The Company has formed its major business segments, including the development and operation of professional electronics market and auxiliary projects, property lease service, channel retail terminal of IT products, E-commerce, and small loan. The Company directly operates Shenzhen SEG Electronics Market, which has a leading position in the industry and is the founder of the professional electronics market operation model in China. The Company has won various honorary titles such as "China Five-star Electronics Market", "Most Influential Professional Market in Shenzhen in 30 years", and "China Influence Company". Up to now, the Company has operated nearly 30 professional electronics markets in China in direct operation, joint operation, and entrusted operation modes. The electronics market covers the Pearl River Delta and Yangtze River Delta, with a radiation to the entire China. SEG Electronics Market has successfully combined IT complex self-construction, leasing and trusted management, combined market service and value-added financial service, and combined professional market, SEG factory store and distribution channels. SEG Electronics Market stood out as the largest specialized electronics markets in China and even in Asia covering electronic components, IT products, and communications products and has great brand influence at home and abroad. Confronting increasingly severe market competition environment and under the impact from new-type commercial pattern represented by Internet, the Company takes electronics market business and “O2O” e-commerce as the entry point, and starts with the three aspects including e-commerce platform building, exploration of whole-sale channel, and sales in physical store, so to implement the combined-type business pattern of “physical store + e-commerce + channel”; at the same time, based on SEG MIS system and SEG Tone and relying on “PC + mobile terminal”, the Company builds up and integrates the platform to share resources between market tenants, suppliers and purchasers and consumers and to achieve the interaction between on-line and off-line and the linkage of resources in markets nationwide. Under the time background of “public starting-up and mass innovation”, the Company fully takes advantage of locating in Huaqiang North area and the distributing center of the electronics product industry such as the electronics components. Relying on the rich experience accumulated in 27 years and the industry position, and through the establishment of SEG International Maker Product 7 Summary of 2015 Semi-Annual Report of Shenzhen SEG Co., Ltd. Exhibition and Promotion Center, the Company forms SEG’s new platform value, at the same time, also provides SEG makers’ ecosphere with the channel to demonstrate and promote their products. The Company will utilize its own unique advantages in locality, market, brand, resources and channel to deeply explore and comprehensively satisfy the makers’ demand, push the capitalization and industrialization of makers’ products and results, stimulate the innovative vitality of physical store, ceaselessly extend and enrich the business value chain, and finally to promote the Company’s transformation and upgrading in business. 4. Relevant Issues relating to Financial Report (1) Information on changes in accounting policies, accounting estimates and accounting methods compared with the financial reports of 2014 □ Applicable √ Not applicable There is no change in the Company's accounting policies, accounting estimates and accounting methods in the report period. (2) Information on retroactive restatements in corrections of major accounting errors in the report period □ Applicable √ Not applicable There is no retrospective restatement due to corrections on significant accounting errors in the report period. (3) Information of changes in the scope of consolidation compared with the financial report of the previous year □ Applicable √ Not applicable There are no changes in the scope of consolidation in the report period. (4) Explanations of the Board of Directors and Board of Supervisors to the Non-standard Audit Report made by the accounting firm in the report period □ Applicable √ Not applicable 8