深圳市深粮控股股份有限公司 2018 年年度报告全文
深圳市深粮控股股份有限公司
SHENZHEN CEREALS HOLDINGS CO.,LTD.
ANNUAL REPORT 2018
April 2019
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of SHENZHEN 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 completion 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.
Except for followed director, other directors are attending the Board Meeting for
Annual Report deliberation in person
Position of the director
Director not attending in person Reasons on absent Trustee
not attending in person
Zhu Junming Chairman On business trip Hu Haixiang
Concerning the forward-looking 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 (www.cninfo.com.cn) are the media appointed by the Company
for information disclosure, all information 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
“Prospect for future development of the Company” in the report of Section IV-
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深圳市深粮控股股份有限公司 2018 年年度报告全文
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 report
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 shares held by whole shareholders with the
capital public reserves.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
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 Operation………………………………………………17
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 ............................................................................................ 134
Section XI Financial Reprot .......................................................................................... 135
Section XII Documents Available for Reference .............................................................. 328
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深圳市深粮控股股份有限公司 2018 年年度报告全文
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 Co., 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 International Food Industrial Park Development Co.,
Dongguan Food Industrial Park Refers to
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 Products Refers to Shenzhen Agricultural Products Co., Ltd
Shenzhen Investment Holding Refers to Shenzhen Investment Holding Co., Ltd
Shenzhen Municipal People’s Government State-owned Assets
Shenzhen SASAC Refers to
Supervision & Administration Commission
CSRC Refers to China Securities Regulation Commission
SSE Refers to Shenzhen Stock Exchange
Dahua Certified Public Accountants (Special General
Dahua CPA Refers to
Partnership)
Article of Association of Shenzhen Cereals Holdings Co.,
Article of Association Refers to
Ltd.
RMB/10 thousand Yuan Refers to CNY/ten thousand Yuan
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深圳市深粮控股股份有限公司 2018 年年度报告全文
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
深粮控股
Company
English name of the
SHENZHEN CEREALS HOLDINGS CO.,LTD
Company(if applicable)
Legal Representative Zhu Junming
8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Technology Park,
Registrations add.
Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen
Code for registrations add 518057
Offices add. 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen
Codes for office add. 518033
Company’s Internet Web Site www.slkg1949.com
E-mail szch@slkg1949.com
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Wang Fangcheng Huang Bingxia
13/F, Tower A, World Trade Plaza, No.9 13/F, Tower A, World Trade Plaza, No.9
Contact add.
Fuhong Rd., Futian District, Shenzhen Fuhong Rd., Futian District, Shenzhen
Tel. 0755-82027522 0755-82027522
Fax. 0755-82027522 0755-82027522
E-mail wangfc@slkg1949.com huangbx@slkg1949.com
III. Information disclosure and preparation place
Securities Times; China Securities Journal and Hong Kong Commercial
Newspaper appointed for information disclosure
Daily
Website for annual report publish appointed by CSRC Juchao Website: www.cninfo.com.cn
Preparation place for annual report Office of the Board of Directors
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深圳市深粮控股股份有限公司 2018 年年度报告全文
IV. Registration changes of the Company
Organization code 91440300192180754J
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
Changes of main business since listing (if newly increased grain and oil reserves, grain and oil trade, grain and oil processing, and
applicable) 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.
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 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.
Previous changes for controlling
On April 3, 2018, Shenzhen Investment Holdings completed the transfer of all of its
shareholders (if applicable)
79,484,302 shares of A shares 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 company’s original total share capital) and 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, Block 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 continuous supervision duties in reporting period
√Applicable □Not applicable
Financial consultant Office address Financial consultant sponsor Continuous supervision period
Times Technology Building
12 November 2018 to 31
Wanho Securities Co., Ltd. No.7028, Shennan Avenue, Guo Yong, Yu Hai
December 2019
Futian District, Shenzhen
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
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Enterprise combined under the same control
Changes over
2017 2016
last year
2018
Before After After Before After
adjustment adjustment adjustment adjustment adjustment
10,758,782,838 10,793,693,156 7,493,028,165.
Operating revenue (RMB) 315,762,708.35 -0.32% 273,383,642.99
.14 .79 21
Net profit attributable to
308,331,032 .4
shareholders of the listed -54,094,136.23 359,174,263.44 -14.16% 96,620,658.92 364,384,734.36
4
Company(RMB)
Net profit attributable to
shareholders of the listed
Company after deducting non- -70,825,168.94 -56,114,386.31 -56,114,386.31 -26.22% -64,394,848.68 -64,394,848.68
recurring gains and
losses(RMB)
Net cash flow arising from
299,103,635.58 -94,914,594.15 17,058,691.88 1,653.38% 61,740,568.12 99,307,564.51
operating activities(RMB)
Basic earnings per share
0.2675 -0.1089 0.3116 -14.15% 0.1945 0.3162
(RMB/Share)
Diluted earnings per share
0.2675 -0.1089 0.3116 -14.15% 0.1945 0.3162
(RMB/Share)
Weighted average ROE 7.70% -5.46% 9.55% -1.85% 9.82% 10.77%
Changes over
End of 2017 End of 2016
end of last year
End of 2018
Before After After Before After
adjustment adjustment adjustment adjustment adjustment
6,468,951 ,793. 1,070,386,220. 5,911,027,724. 1,178,543,725. 5,487,316,562.
Total assets (RMB) 9.44%
87 55 31 30 13
Net assets attributable to
4,172,502,535. 3,848,760,765. 1,031,768,388. 3,582,365,242.
shareholder of listed 946,920,577.33 8.41%
11 85 87 67
Company(RMB)
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
1,152,535,254
disclosure (Share)
Total diluted EPS calculated with the latest share capital
0. 2675
(RMB/Share)
Whether has corporate bonds
□Yes √No
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深圳市深粮控股股份有限公司 2018 年年度报告全文
VII. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed 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 Net assets attributable to shareholders of listed
Company Company
Current period 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 1,067,000.00 1,067,000.00
payable fund of stock
market regulation
IAS 308,331,032 .44 359,174,263.44 4,173,569,535.11 3,849,827,765.85
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 differences 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 17,843,184.85
125,145,974.07 77,633,369.27 87,708,504.25
shareholders of listed Company
Net profit attributable to
shareholders of listed Company
-10,953,014.99 -7,931,905.70 -12,241,225.60 -39,699,022.65
after deducted non-recurring
gain/loss
Net cash flow arising from 99,267,533.46 -46,406,288.16 64,495,978.61 181,746,411.67
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深圳市深粮控股股份有限公司 2018 年年度报告全文
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 Company’s quarterly report and semi-annual report
□Yes √ No
IX. Items and amounts of 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 1,207,842.88 -50,200.13 171,607,536.76
accrued for impairment of assets)
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to 8,311,158.51 2,990,059.15 4,000,648.87
national standards, which are closely relevant
to enterprise’s business)
Fund possession cost reckoned in current
gain/loss charged from non-financial 490,289.86 488,839.56
enterprise
Profit and loss of assets delegation on
1,984,446.92 2,706,034.95 821,891.58
others’ investment or management
Net gains/losses of the current period from
beginning of the period to date of
consolidation for those subsidiary arising 374,880,023.05 413,268,399.67 267,764,075.44
from enterprise combined under the same
control
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
-474,740.24 -1,651,270.40 -335,414.30
the Company, and investment income from
disposal of tradable financial assets and
liabilities and financial assets available for
sale
Other non-operating income and expenditure
-4,434,126.83 -4,097,739.37 8,557,332.04
except for the aforementioned items
Other gains/losses items that conform to the
450,000.00
definition of non-recurring gains/losses
Less: impact on income tax 3,210,576.33 51,797.61 23,961,893.28
Impact on minority shareholders’ equity
48,116 .44 -1,686,323.93 -325,405.93
(post-tax)
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Total 379,156,201.38 415,288,649.75 428,779,583.04 --
In RMB
Concerning the extraordinary profit (gain)/loss defined 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 Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, 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 to the
Public --- Extraordinary Profit/loss
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深圳市深粮控股股份有限公司 2018 年年度报告全文
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 industry?
No
During the reporting period, the company completed major asset restructuring. The main business newly increased
grain and oil reserves, grain and oil trade, grain and oil 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.
The tea business mainly covers intensive processing, premium tea sales, tea life experience, tea electronic trading,
food and beverage, technology research and development, and so on. The main products include “Golden Eagle”
instant tea powder, tea concentrate and other series of tea products; “Jufangyong”, “Gutan”, “Fuhaitang” series of
tea products; “Tri-Well” oyster sauce, chicken essence, seafood sauce and other series of condiments; “Shenbao”
chrysanthemum tea, lemon tea, herbal tea and other series of drinks.
The grain and oil trade business is mainly rice, wheat, rice in the husk, corn, sorghum, cooking oil and other varieties
of grain and oil. According to the market conditions and the needs of upstream and downstream enterprises, the
above-mentioned grain and oil products purchased are independently traded. The wheat, rice in the husk, corn,
barley and sorghum in the trade products are the unprocessed grain, which are mainly used for the further processing
of food and feed for customers such as large traders, feed and flour processing enterprises in the industry; rice, flour
and vegetable oil are the finished grain and oil, of which the main consumer groups are institutions, organizations,
enterprises and public institutions, food deep processing enterprises and community residents.
The grain and oil processing business is mainly the processing and sale of flour, rice, cooking oil and other products.
The main products of the company’s flour processing include “Jinchangman”, “Yingshanhong” and “Hongli” series
bread flour; “Clivia” and “Canna” series tailored flour for cakes and steamed bun; “Sunflower” high-gluten tailored
flour and biscuit tailored flour; “Feiyu” caramel treats tailored flour; “Yuejixiang” moon cake tailored flour and
other various small packages of flour. Rice products include “SZCG Duoxi”, “Guzhixiang”, “Jinjiaxi”,
“Runxiangliangpin”, “Hexiang”, etc. Among them, SZCG Duoxi Changxiangdao Daohuaxiang Rice was selected
as the first batch of “China Good Grains and Oils” products by the State Administration of Grain as the only selected
product in Guangdong Province. Cooking oil products include brands such as “SZCG Duoxi”, “SZCG Fuxi” and
“Hongli”. The company has also established a grain and oil food delivery service system, actively promoted e-
commerce marketing, had a B2C grain and oil network direct sales platform “duoximi.com”, and has opened
channels in e-commerce platforms such as Tmall and Jingdong Mall, and has set up branches in Guangzhou to
promote grain and oil terminal vending machines to enter the community and provide consumers with green and
reliable grain and oil products.
The grain and oil reserve service business mainly provides dynamic grain and oil reserve services to local
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深圳市深粮控股股份有限公司 2018 年年度报告全文
governments in Shenzhen, and provides local governments with market-oriented services such as grain and oil
reserves, testing, and rotation in the form of business holdings. With the advantages of brand, reputation, experience,
management, service, facilities and information system accumulated in the grain and oil market, we independently
organize and implement the procurement, storage, rotation, sales and other activities of the local government
reserves of grain and oil, and ensure the quality, quantity and safety and other aspects of grain and oil reserves are
in line with the requirements of the reserve grain and oil administrative authorities of local governments, providing
local governments with high-quality dynamic grain and oil reserve services to ensure local food security.
The company also provides grain and oil circulation services such as warehousing and logistics, terminal loading
and unloading, and quality inspection for upstream and downstream enterprises in the industrial chain. The SZCG
Dongguan Grain Logistics Nodes Project has been steadily advanced, completed storehouse capacity of 320,000
tons (including temporary gas film silo) and a 5,000-ton grain-specific terminal which achieved an upgrade of
15,000 tons of berthing capacity during the reporting period, the storage transfer volume reached 1.2 million tons,
and the terminal transfer volume was more than 400,000 tons; at the same time, the CDE silos with 510,000 tons of
warehouse capacity under construction, food deep processing projects, the terminal phase I and other projects are
progressing smoothly. After the project is completed, it will become a comprehensive grain circulation service
provider integrating five functions including grain and oil terminal, transfer reserve, inspection and processing,
delivery and bonded tax, and market transaction. The company’s subordinate enterprise SZCG Quality Test has
more than 100 professional equipment, and has obtained the qualification certificates authorized by quality testing
organizations and was awarded the “Guangdong Shenzhen National Grain Quality Monitoring Station”, and more
than 6,000 samples were tested in 2018. The company’s subsidiaries also provide logistics services and cold chain
distribution services to customers, the above-mentioned grain and oil industry chain circulation services are
gradually becoming an important business segment of the company.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Equity assets Adding new investment outside in the period
Fixed assets No major Change
Intangible assets Parts of the property has surcharge for land price
Construction in progress Investment for joint project engineering from SZCG Dongguan Logistic increased
Inventory Reducing grain inventory according to the market quotations
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
Does the Company need to comply with disclosure requirements of the special industry?
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深圳市深粮控股股份有限公司 2018 年年度报告全文
No
During the reporting period, the company completed major asset restructuring, and increased high-quality grain and
oil reserves, grain and oil trade, grain and oil processing and grain and oil circulation and grain and oil reserve
service industries on the basis of the established and complete tea industry chain system such as tea planting, tea
primary processing /elaborate processing, tea deep processing, premium tea sales, tea life experience, tea electronic
trading/finance, food and beverage, etc., through resource integration, the “double main business” developed in
parallel, which extended the development of the grain and tea industry chain, deepened the enterprise reform, and
rejuvenated the traditional industry. The company stimulated the viability of enterprises through innovative
implementation of EVA performance appraisal mechanism, promoted the sustainable development of enterprises
through the guidance of grain logistics nodes projects, built unique competitiveness by adhering to the organic
combination of “dynamic reserves” and market-oriented operation, improved management efficiency by
continuously leading the information construction of domestic grain industry, prevented business risks by building
a new “four-in-one” management and control model, and built a leap-forward development foundation by
strengthening the corporate culture and talent management so as to embark on a development path with “SZCG
characteristics” to form the company’s unique competitiveness.
1. Management advantages
The core management team of the company has rich experience and stable structure, and has a strong strategic
vision and pragmatic spirit. It has formed a set of effective system and mechanism to promote the high-quality
development of the company by combining with the company’s actual development. The company vigorously
promotes the innovation and transformation of business models, and actively promotes the transition from “trade-
oriented enterprises” to “service-oriented enterprises”, and from “operational management and control” to “strategic
management and control”. In the business management and control, the company builds a “four-in-one”
management and control model that the business operations and fund management, inventory management, and
quality management relatively separate and check and balance each other, at the same time, it strengthens risk
management, budget management, plan management, contract management, customer management and brand
management and other measures to effectively prevent operational risks. Through innovative talent management,
the company has established an open talent team to meet the long-term development of enterprises. The company
has innovated and implemented the EVA performance appraisal mechanism and established a result-oriented
incentive and restraint assessment mechanism which effectively built the performance culture and stimulated the
viability within the enterprise. The company insists on cultivating and advocating the corporate culture with
“people-oriented, performance first, excellent quality, and harmony” as the core values, combines the personal
development goals of employees with the corporate vision, and enhances the cohesiveness and centripetal force of
the enterprise.
2. Business model advantages
In terms of business layout and management, the company has further cultivated the market segment, and gradually
built and formed a “three-in-one” multi-level grain and oil supply network of catering and distribution services,
terminal grain and oil e-commerce, and service-oriented grain and oil docking trade. The company vigorously
develops new commercial activities of grain, actively promotes the development of new grain retail formats such
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深圳市深粮控股股份有限公司 2018 年年度报告全文
as “internet + grain”, grain e-commerce, and “community vending grain supply centers”, and promotes the deep
integration of online and offline e-commerce platforms. The company builds a grain bulk commodity trading
platform, efficiently integrates business flow, logistics and information flow, improves circulation efficiency, and
provides spot trading, financing, logistics, quality inspection, transaction information and other services for internal
business units, suppliers and customers. The company gives full play to the traction role of major projects such as
grain logistics nodes, continuously improves the construction of the grain supply chain system, and promotes the
sustainable development of enterprises.
3. Research and development technology advantages
The company attaches great importance to transforming and upgrading the traditional industries by modern
technologies, and actively introduces a new generation of information technologies such as internet of things, cloud
computing, big data and mobile internet into grain management. It takes the lead in promoting the construction of
“standardization, mechanization, informationization and harmlessness” of warehouse management in the industry,
independently develops “grain logistics information system” (SZCG GLS), applies RFID technology and slip sheet
equipment, introduces intelligent robots, and upgrades the grain depot operation efficiency and management
efficiency. The company has undertaken a number of national-level research projects, and multiple IT project results
have won national, provincial and municipal awards. The company has completed the development and application
of 30 new technologies and participated in several national-level scientific research projects. As of now, the
company has 62 patents and 20 copyrights.
4. Quality advantages
The company gives full play to the advantages of products, channels, brands, warehousing, quality inspection, etc.,
and truly provides good quality and safety products for the society. The company has established a quality control
system that is recognized by international large food and beverage enterprises. In the grain and oil business, the
company’s subordinate enterprise, SZCG Quality Test, has the leading grain quality testing technology and
equipment in the domestic grain industry, and has been officially incorporated into the national grain quality
supervision and testing system, and has been awarded the “Guangdong Shenzhen National Grain Quality
Monitoring Station” by the State Administration of Grain. The advanced testing technology selects and checks the
grain from the source, and timely and accurately checks the quality status of grain and oil in all aspects of
warehousing, storage and delivery. SZCG Quality Test has obtained the qualification certificate (CMA) for testing
and inspection institutions, and it is the first among domestic peers to include pesticide residues, heavy metal
pollutants, mycotoxins and other hygienic indicators and taste value indicators in daily testing indicators, and has
the detection ability of four types of indicators such as grain regular quality, storage quality, hygiene and eating
quality, which can meet the relevant quality inspection requirements of grain and oil products, and can accurately
analyze the nutritional ingredients and hygienic index of grain and determine its storage quality and eating quality.
5. Brand advantage
The company regards “quality” as the cornerstone of establishing the enterprise brand, and takes “good service”
and “livelihood guarantee” as the brand’s core value, and has created a batch of “reliable grain”, “reliable flour”
and “reliable oil” brand systems, and has formed good brand effects. The company has been selected as one of the
“Top 500 Chinese Service Enterprises” for five times, and has won the “China Top Ten Grain and Oil Group”,
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深圳市深粮控股股份有限公司 2018 年年度报告全文
“China Top 100 Grain and Oil Enterprise”, “China’s Most Respected Grain and Oil Enterprise”, “National Top 100
Military Supply Stations” and “Key Agricultural Leading Enterprises in Guangdong Province”, etc., and was
awarded “Shenzhen Credit Enterprise”, “Shenzhen Old Brand”, “Leading Enterprises Strongly Support Grain and
Oil Industrialization”, etc., the market influence of “SZCG Duoxi”, “Guzhixiang”, “Clivia”, “SZCG Fuxi” and other
brands has gradually expanded, and the subordinate flour company has won the title of “Shenzhen Old Brand”, and
SZCG Duoxi Changxiangdao Daohuaxiang rice has been selected as the first batch of “China Good Grain and Oil”
products of the State Administration of Grain which is the only selected product in Guangdong Province.
6. Market advantage
The company has a large-scale storehouse capacity in Shenzhen, and is the leading enterprise in Shenzhen’s
municipal grain reserves. At present, the company has a self-owned grain storehouse capacity of about 400,000 tons,
and has established long-term and extensive and diversified cooperative relationship with grain and oil traders,
processors and end customers over the years and built wide business networks and stable business channels, and
has a high market share in the regional market and was rated as “Key Agricultural Leading Enterprises in Guangdong
Province” by the Department of Agriculture and Rural Affairs of Guangdong Province. On the basis of giving
priority to ensuring the government’s macro-control to grain and ensuring grain security, the company gives full
play to the operating characteristics and advantages of “dynamic rotation” and “constant storage and constant
replacement” and fully participates in market competition. In the process of market-oriented self-management, the
company continues to optimize and innovate the grain storage logistics mode and the grain and oil distribution
docking mode, so that the market competitiveness and regulation power have significantly enhanced, the main
channel advantages of grain and oil supply have been further stabilized, and the main position of grain and oil
industry has further highlighted.
16
深圳市深粮控股股份有限公司 2018 年年度报告全文
Section IV Discussion and Analysis of the Operation
I. Introduction
During the reporting period, Shenzhen Cereals Holdings earnestly implemented the annual key work and strategic
planning objectives, implemented major asset restructuring, acquired 100% equity of Shenzhen Cereals Group, and
achieved the overall listing of local state-owned grain enterprises. The company’s main business newly increased
grain and oil reserves, grain and oil trade, grain and oil 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, and the company transformed into the track of
“double main business” developing shoulder to shoulder.
During the reporting period, Shenzhen Cereals Holdings focused on creating “a quality service provider for grain
supply chain and a safe and quality food supplier”, took continuous innovation and development as the principle
line, and insisted on quality leading and innovation driving. The operating efficiency of the whole year continued
to improve, the company was awarded the “Top 500 Chinese Service Enterprises” and the subordinate Shenzhen
Cereals Group was successfully selected into the list of “Double Hundred Actions” enterprises under the State
Council’s state-owned enterprise reform, and its subsidiary, Wuyuan Jufangyong, was recognized as a national high-
tech enterprise.
1. Main business development
As the “grain security” project and “rice bag” of Shenzhen, Shenzhen Cereals Holdings guaranteed both quality and
quantity and completed the government reserve services during the reporting period, with monthly average grain
reserves reaching 1,014,200 tons and oil reserves reaching 12,100 tons, and guaranteed that Shenzhen’s grain and
oil were in liberal supply and the prices were stable through balance rotation of grain and oil.
During the reporting period, based on its own advantages and industrial development, the company used
informationization technology, innovated and opened up supply channels and trading methods for grain and oil
products, built the “three-in-one” food service networks for family-oriented customers, schools, office buildings,
large enterprises and institutions, as well as feed mills and factories, expanded the effective and medium-to-high-
end supply of grain and oil to meet the needs of “quality, diversity, nutrition, health, greenness and convenience”,
and realized the transformation of grain supply from “eat enough” to “eat well”. First, the members of its
“duoximi.com” online member + offline unmanned retail model have reached more than 350,000 families, annual
income exceeded 100 million yuan. Second, its subsidiary SZCG Big Kitchen Food Supply Chain Co., Ltd provided
one-stop kitchen distribution services for high-end office buildings, schools, hospitals, enterprises and institutions,
catering and other units, serving more than 400,000 people per year. Third, its “online bulk grain and oil trading
platform” expanded the processing of raw materials and brought together the service business, with an annual
turnover exceeding 5 million tons, and the turnover reached 11 billion yuan.
During the reporting period, the subordinate SZCG Quality Test passed the CATL qualification certification of
agricultural products and obtained the CMA certificate, 6,223 samples were tested throughout the year, an increase
17
深圳市深粮控股股份有限公司 2018 年年度报告全文
of 24% on a year-on-year basis, including 1217 samples tested for external customers. Checked the inventory of
provincial-level grain and oil, the quality compliance rate of grain storage in the northeast region was 100%, and
the quality compliance rate of municipal grain and oil inventory was 98%. In addition, the satisfactory results of the
military grain service satisfaction assessment were 100%, and got “0” complaints throughout the year.
2. Key projects
During the reporting period, the company’s Dongguan grain logistics nodes project simultaneously carried out the
construction of 510,000 tons of CDE silos, food deep processing projects, and terminal phase I and other projects.
The progress of the pile foundation project of the CDE silos project reached 90%, and the main construction of the
food deep processing project was basically completed. The international food terminal achieved an upgrade of
15,000 tons of berthing capacity, and 406 vessels were loaded and unloaded throughout the year, and the transfer
volume exceeded 400,000 tons. The company has won many honors such as “Key Agricultural Leading Enterprises
of Guangdong Province” and “National Reassuring Grain and Oil Demonstration and Storage Enterprise”.
During the reporting period, www.zglsjy.com.cn was fully launched on the platform, and held the first bran bidding
fair in February 2018, and a total of 133 bidding fairs were held throughout the year. In addition, www.zglsjy.com.cn
and Ping An Bank jointly launched the “Spot Trading Link” three-party depository, realizing all transactions through
margin trading online.
3. Continue to innovate and develop
During the reporting period, Shenzhen Cereals Holdings established the SZCG Research Institute to ensure the
sustainable and healthy development of innovation. At present, the innovative R&D system with SZCG Research
Institute as the core and with Shenyuan Data and Product Research and Development Center of Flour Company,
duoximi Quality Test R&D Department and SZCG Storage Branch Technology Center as the key supports has been
formed, and the traction business continued to develop. Continued to promote informatization construction,
accelerated the construction and improvement of decision support systems, and upgraded the core business system
of the constituent companies, including: the completion of Dongguan Intelligent Logistics Park Informationization
Phase I, Flour Storage Informationization Phase II, and SZCG Digitalization Lab Phase I; the Grain Supply Chain
Management Information System (referred to as “Grain SCM System”) was applied in 6 units as planned; undertook
the “Grain Safety Project” of the Grain Depot directly under Dongguan Development and Reform Bureau, and
expanded the external informationization projects such as Guangdong Guanxiang, Tailiang Rice and Huizhou
military supply “grain safety project”; the Shenyuan Data Company undertook projects worth more than 10 million
yuan in 2018.
In addition, the company continued to master key intellectual property rights in the core areas of industry
information construction. During the report period, it obtained 1 new computer software copyright, and 5 other
applications are in the process. Up to now, the company has 62 patents and 20 copyrights.
4. Safe production
During the reporting period, Shenzhen Cereals Holdings adhered to the concept of “management-oriented, safety-
oriented” safety development, and implemented the responsibility system for production safety to ensure zero
accidents in safety production throughout the year. Including: the company completed various safety production
18
深圳市深粮控股股份有限公司 2018 年年度报告全文
control indicators; took the lead in comprehensively carrying out the construction of safety standardization system
and the establishment of dual prevention mechanisms among the municipal state-owned enterprises in the whole
city in the company’s overall form; fully completed the safety education and training for all types of personnel
required by the “Responsibility Regulations on Safe Production Entities of Production and Operation Units in
Shenzhen.
In 2018, the Company achieved total operating income of 10,758,780,000 Yuan, an increase of 3,307.27% over the
same period of last year(before reorganization); operating profit of 341,230,000 Yuan, an increase of 696.76% over
the same period of last year(before reorganization); net profit attributable to shareholders of the listed Company of
308340000 Yuan, an increase of 670% over the same period of last year(before reorganization). The changes in net
profit attributable to shareholders of the listed Company mainly because the Company completed material assets
reorganization in the period, the performance of SZCG are including in the Company for in the consolidate statement
scope as a wholly-owned subsidiary.
II. Main business analysis
1. Introduction
See the “I-Introduction” in “Discussion and Analysis of the Operation”
2. Income and cost
(1) Constitute of operating income
In RMB
2018 2017
Increase/decrease y-
Ratio in operation Ratio in operation
Amount Amount o-y (+,-)
income income
Total operating income 10,758,782,838.14 100% 10,793,693,156.79 100% -0.32%
According to industries
Industry 695,553,870.44 6.46% 725,888,522.28 6.73% -4.18%
Trading 9,195,475,394.07 85.47% 9,251,910,218.70 85.72% -0.61%
Reserve and
warehousing logistic 750,725,543.50 6.98% 689,991,273.21 6.39% 8.80%
service
Leasing business and
117,028,030.13 1.09% 125,903,142.60 1.17% -7.05%
other
According to products
Tea and seasoning 279,394,901.18 2.60% 307,578,675.27 2.85% -9.16%
Grain and oil reserve 691,544,621.62 6.43% 639,830,385.04 5.93% 8.08%
19
深圳市深粮控股股份有限公司 2018 年年度报告全文
service
Grain and oil trading
9,611,634,363.33 89.34% 9,670,220,065.71 89.59% -0.61%
and processing
Warehousing logistics
59,180,921.88 0.55% 50,160,888.17 0.46% 17.98%
service
Other 117,028,030.13 1.09% 125,903,142.60 1.17% -7.05%
According to region
Domestic market 10,717,552,556.45 99.62% 10,756,701,331.93 99.66% -0.36%
Exportation 41,230,281.69 0.38% 36,991,824.86 0.34% 11.46%
(2) About the industries, products, or regions accounting for over 10% of the Company’s
operating income or operating profit
√ Applicable □Not applicable
Does the Company need to comply with disclosure requirements of the special industry?
No
In RMB
Increase/decrea
Gross Increase/decrea Increase/decrea
se of gross
Operating income Operating cost profit se of operating se of operating
profit ratio y-o-
ratio income y-o-y cost y-o-y
y
According to industries
Trading 9,195,475,394.07 8,827,089,691.12 4.01% -0.61% -1.45% 0.82%
According to products
Grain and oil
trading and 9,611,634,363.33 9,210,878,430.16 4.17% -0.61% -1.48% 0.85%
processing
According to region
Domestic market 10,717,552,556.45 9,661,039,061.95 9.86% -0.36% -1.61% 1.15%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on latest
one year’s scope of period-end
□ Applicable √Not applicable
(3) Income from physical sales larger than income from labors
√ Yes □ No
Increase/decrease y-
Industries Item Unit 2018 2017
o-y (+,-)
Sales volume Ton 4,100,188.31 4,361,341.54 -5.99%
Trading Output Ton 0 0 0
Storage Ton 1,004,124.93 1,104,062.8 -9.05%
Reasons for y-o-y relevant data with over 30% changes
20
深圳市深粮控股股份有限公司 2018 年年度报告全文
□ Applicable√Not applicable
(4) Fulfillment of the Company’s signed significant sales contracts up to this reporting period
□ Applicable √Not applicable
(5) Constitute of operation cost
Classification of industries and products
In RMB
2018 2017
Increase/decrease
Industries Item Ratio in operation Ratio in operation
Amount Amount y-o-y (+,-)
cost cost
Trading Raw materials 8,827,089,691.12 91.06% 8,957,020,243.19 90.96% -1.45%
In RMB
2018 2017
Increase/decrease y-
Products Item Ratio in operation Ratio in operation
Amount Amount o-y (+,-)
cost cost
Grain and oil trading
Raw materials 9,185,461,514.60 94.76% 9,326,537,456.25 94.71% -1.51%
and processing
Grain and oil trading
Labor wage 2,659,530.58 0.03% 1,709,723.80 0.02% 55.55%
and processing
Grain and oil trading
Cost of production 22,757,384.98 0.23% 21,037,961.83 0.21% 8.17%
and processing
Explanation
Nil
(6) Whether the changes in the scope of consolidation in Reporting Period
√Yes □No
Change of the consolidate scope due to the material assets reorganization in the period, that is, acquired 100 percent shares of Shenzhen
Cereals Group Co., Ltd held by Fude Capital Group in way of shares offering; the subordinate enterprises of Shenzhen Cereals Group
Co., Ltd as Shenzhen Flour Co., Ltd. are included in the scope for consolidate statement.
According to the relevant agreement signed between SZCG and Fude Capital on the transfer of stripped assets for free arising from
material assets reorganization, Zhanjiang Haitian Aquatic Feed Co., Ltd does not belong to the scope of material assets
reorganization. The equity of Zhanjiang Haitian Aquatic Feed held SZCG are transfer to Fude Capital for free, which is not included
in the consolidate scope.
Enterprise Reasons for changes
Shenzhen Cereals Group Co., Ltd Enterprise combined under the same control
Shenzhen Flour Co., Ltd Enterprise combined under the same control
21
深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenzhen Hualian Grain & Oil Trade Co., ltd. Enterprise combined under the same control
Hainan Haitian Aquatic Feed Co., Ltd Enterprise combined under the same control
SZCG Quality Inspection Co., Ltd. Enterprise combined under the same control
SZCG Doximi Business Co., Ltd. Enterprise combined under the same control
SZCG Cold-Chain Logistic Co., Ltd. Enterprise combined under the same control
SZCG Big Kitchen Food Supply Chain Co., Ltd. Enterprise combined under the same control
SZCG Real Estate Development Co., Ltd. Enterprise combined under the same control
SZCG Property Management Co., Ltd. Enterprise combined under the same control
SZCG Storage (Yingkou) Co., Ltd. Enterprise combined under the same control
Dongguan SZCG Logistics Co., Ltd. Enterprise combined under the same control
Dongguan International Food Industrial Park Development Co., Ltd. Enterprise combined under the same control
Dongguan SZCG Oil & Food Trade Co., Ltd. Enterprise combined under the same control
Dongguan Golden Biology Tech. Co., Ltd. Enterprise combined under the same control
Shuangyashan SZCG Zhongxin Cereals Base Co., Ltd. Enterprise combined under the same control
Heilongjiang Hongxinglong Nongken Shenxin Cereals Industrial Park Co., ltd. Enterprise combined under the same control
Zhanjiang Haitian Aquatic Feed Co., Ltd Stripped without compensation from state-
owned shares
(7) Material changes or adjustment for products or services of the Company in reporting period
√ Applicable□Not applicable
【参考派出翻译】报告期内，公司完成了重大资产重组，公司主营业务在茶及天然植物精深加工为主的食品原料（配料）
生产、研发和销售的基础上增加粮油储备、Grain & oil trading 、粮油加工等粮油流通及Grain and oil reserve service业务。粮
食Trading 业务主要为大米、小麦、稻谷、玉米、高粱、食用油等储备粮油品种。粮油加Industry 务主要为加工并销售面粉、
大米、食用油等产品，品牌包括“深粮多喜”“向日葵”“红荔”等。【参考派出翻译】
(8) Major sales and main suppliers
Major sales of the Company
Total top five clients in sales (RMB) 3,959,163,581.30
Proportion in total annual sales volume for top five clients 36.79%
Proportion in total annual sales volume for related sales
0.00%
among top five clients
Top five clients
Serial Name Sales (RMB) Proportion in total annual sales
1 Client I 1,484,981,070.58 13.80%
2 Client II 1,135,231,059.13 10.55%
3 Client III 675,421,881.58 6.28%
4 Client IV 337,224,099.51 3.13%
5 Client V 326,305,470.50 3.03%
Total -- 3,959,163,581.30 36.79%
Other explanation on main clients
22
深圳市深粮控股股份有限公司 2018 年年度报告全文
□ Applicable√Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 3,910,469,944.38
Proportion in total annual purchase amount for top five
40.53%
suppliers
Proportion in total annual purchase amount from related
0.00%
purchase among top five suppliers
Top five suppliers of the Company
Serial Name Sum of purchase (RMB) Proportion in total annual sum of purchase
1 Supplier I 936,211,349.86 9.70%
2 Supplier II 911,945,686.63 9.45%
3 Supplier III 898,884,092.95 9.32%
4 Supplier IV 621,211,483.87 6.44%
5 Supplier V 542,217,331.07 5.62%
Total -- 3,910,469,944.38 40.53%
Other explanation on main suppliers
□ Applicable√Not applicable
3. Expenses
In RMB
Increase/decrease
2018 2017 Note of major changes
y-o-y (+,-)
Warehouse rental fee, port terminal fee
Sales expenses 255,021,072.54 275,025,028.88 -7.27%
and logistic transportation fee declined
Long-term assets depreciation &
Administration expenses 246,543,836.47 193,136,022.27 27.65% amortization fee, intermediary fees and
office expenses & salary increased
More loans for engineering needs from
Financial expenses 10,131,313.25 -3,335,527.31 403.74%
subsidiary Dongguan Logistic
R&D expenses 10,979,464.64 9,827,707.76 11.72%
4. R&D investment
√ Applicable□Not applicable
During the reporting period, Shenbao Technology Center adhered to the service concept of "realize the integrating
solutions from concept to products", actively explored new channels and new markets, developed new products and
technical support services for beverage customers; developed new series of catering products for catering markets;
provided integrated technical supports for new products production for the company and factory; provided
supports and services for the company to participate in exhibitions, customer technical exchanges, and after-sales
services. In this year, the company developed and implemented a total of 67 customer projects, and successfully
23
深圳市深粮控股股份有限公司 2018 年年度报告全文
developed more than 60 new products and for sales, including tea raw materials, tea powder, tea concentrated juice,
plant extracts, and food and beverage products. In reporting period, three national invention patents were applied
for, two papers were published, one patent certificate was obtained and two authorized patents were in the process
of certification.
During the reporting period, Shenzhen Flour adhered to the philosophy of “Quality First, Customer First”, and
provided comprehensive technical services for more than 60 customers in 2018 to help customers solve problems
in the process of using powder; united customers to hold exhibitions and promotion conference to improve the
information coverage of enterprise and brand and word-of-mouth, successfully helped develop 13 new customers,
increased sales of products; carried out a series of monitoring from raw grain to finished products (baking test,
quality analysis, fine-tuning of recipe, etc.), stabilized the company’s product quality, guaranteed the balance of the
company’s products, and continuously improved and upgraded the products according to market feedback and
quality analysis of similar products. Actively developed new products to meet the needs of customers, broadened
the company’s product line, and successfully developed 3 new products in 2018, including top low-gluten flour,
burger flour, and pressed bread flour.
During the reporting period, the company developed and implemented a total of 9 information system projects,
including: grain SCM system; internal control of the group; Dongguan Intelligent Grain Logistics Park Phase I;
SZCG Storage Branch digital quality inspection system; flour informationization phase II; duoximi ERP and Group
EAS docking; military mobile phone intelligent sales system; cold chain mobile phone reservation system; Big
Kitchen network was developed and upgraded. Among them, the grain SCM system is a supply chain management
system tailored by SZCG for the grain industry. In 2018, the grain SCM system was fully launched and applied in
the subordinate Purchase and Sales Branch, Storage Branch and Big Kitchen Company, and realized the grain source
base selection, procurement planning, contract approval, logistics arrangement, grading management, storage
location management, sales and distribution, and other aspects of the entire process control, so that information flow
became more intelligent, process became clearer, and authority management became more detailed.
R&D investment of the Company
2018 2017 Change ratio
Number of R&D (people) 67 47 42.55%
Ratio of number of R&D 6.11% 3.47% 2.64%
R&D investment (Yuan) 10,979,464.64 9,827,707.76 11.72%
investment accounted for
0.10% 0.09% 0.01%
operation income
R&D investment capitalization
0.00 0.00 0.00
(Yuan)
Capitalization R&D investment
0.00% 0.00% 0.00%
accounted for R&D investment
The reason of great changes in the proportion of total R&D investment accounted for operation income than last
year
24
深圳市深粮控股股份有限公司 2018 年年度报告全文
□ Applicable √Not applicable
Reason for the great change in R&D investment capitalization rate and rational description
□ Applicable √Not applicable
5. Cash flow
In RMB
Item 2018 2017 Increase/decrease y-o-y (+,-)
Subtotal of cash in-flow from 11,015,888,418.12 11,471,067,597.46 -3.97%
operation activity
Subtotal of cash out-flow from 10,716,784,782.54 11,454,008,905.58 -6.44%
operation activity
Net cash flow arising from 299,103,635.58 17,058,691.88 1,653.38%
operating activities
Subtotal of cash in-flow from 195,610,693.45 346,202,583.23 -43.50%
investment activity
Subtotal of cash out-flow from 669,839,107.07 639,452,266.94 4.75%
investment activity
Net cash flow from investment -474,228,413.62 -293,249,683.71 -61.71%
activity
Subtotal of cash in-flow from 562,240,181.56 339,096,993.25 65.81%
financing activity
Subtotal of cash out-flow from 302,433,961.14 282,762,015.63 6.96%
financing activity
Net cash flow from financing 259,806,220.42 56,334,977.62 361.18%
activity
Net increased amount of cash 87,197,600.23 -215,136,841.07 140.53%
and cash equivalent
Reasons for y-o-y relevant data with major changes
√ Applicable□Not applicable
Change of cash in-flow from operation activity: sales in the period declined over that of last year.
Change of cash out-flow from operation activity: expenses for purchasing inventory declined over that of last year.
Change of cash flow from investment activity: Investment for construction of progress of joint project engineering from Dongguan
Logistic increased; and land transfer fee and reimbursement of land price for pars of the property.
Change of cash in-flow from financing activity: Investment for construction of progress of joint project engineering from Dongguan
Logistic, the bank loans increased;
Change of cash out-flow from financing activity: loans as well as the loans interest paid in the period increased
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□ Applicable√Not applicable
III. Analysis of the non-main business
Amount Ratio in total profit Note Whether be sustainable
25
深圳市深粮控股股份有限公司 2018 年年度报告全文
Investment income 1,724,353.15 0.51% Unsustainable
Gains/losses of fair
-474,740.24 -0.14% Unsustainable
value variation
Reasons including: inventory
falling price reserves
increased; If the reserve for
depreciation of inventory has
been calculated for the sold
Asset impairment 199,636,023.51 58.83% Unsustainable
inventory, the reserve for
depreciation of inventory has
been carried forward to
reduce the current main
business cost.
Non-operating
1,390,434.84 0.41% Unsustainable
income
Non-operating
3,266,448.43 0.96% Unsustainable
expense
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2018 End of 2017
Ratio in Ratio in
Ratio changes Notes of major changes
Amount total Amount total
assets assets
Monetary fund 631,638,339.68 9.76% 544,440,739.45 9.21% 0.55%
Account
473,646,886.64 7.32% 193,727,800.13 3.28% 4.04%
receivable
The Company reduce grain
Inventory 2,811,802,600.19 43.47% 2,938,467,812.31 49.71% -6.24% stocks according to the market
conditions
Investment real
282,622,184.92 4.37% 319,023,095.62 5.40% -1.03%
estate
Long-term equity
70,999,666.81 1.10% 35,755,171.55 0.60% 0.50%
investment
Fix assets 993,136,743.51 15.35% 1,052,866,458.21 17.81% -2.46%
Construction in
186,586,135.06 2.88% 70,735,978.49 1.20% 1.68%
progress
26
深圳市深粮控股股份有限公司 2018 年年度报告全文
Short-term loans 91,600,000.00 1.42% 169,800,000.00 2.87% -1.45%
Long-term loans 516,687,791.66 7.99% 195,647,403.88 3.31% 4.68%
2. Assets and liability measured by fair value
√ Applicable □Not applicable
In RMB
Accumulativ Devaluatio
Changes of fair
e changes of n of Amount of Amount Amount in
Amount at the value
Item fair value withdrawin purchase in of sale in the end of
beginning period gains/losses in
reckoned g in the the period the period period
this period
into equity period
Financial assets
1. Financial assets measured
by fair value and whose
change is recorded in current 1,599,668.20 -474,740.24 43,861.87 1,124,927.96
gains and losses (excluding
derivative financial assets)
Aforementioned total 1,599,668.20 -474,740.24 43,861.87 1,124,927.96
Financial liabilities 0.00 0.00 0.00 0.00
Whether there have major changes on measurement attributes for main assets of the Company in report period or not
□ Yes √No
3. The assets rights restricted till end of the period
In RMB
Original book Book value
Item Reasons for restriction
value
Intangible 47,406,749.48 According to the long-term loan mortgage contract signed by Dongguan
52,777,696.83
assets Logistics, a subsidiary of the Company, and Agricultural Development
Fixed assets 400,834,811.27 377,777,105.09 Bank, Dongguan Logistics mortgaged the land (DFGY (2014) DT No. 6)
39,276,418.03 of No. 32, Jianshe Road, Masan Village, Machong Town, Dongguan City
and the grain storage and terminal facilities to be built and other buildings
Construction in 39,276,418.03 and structures on the ground to Agricultural Development Bank as
progress
collateral for the loan.
36,339,192.71 According to the loan contract of “Guangdong DG 2017 NGDZ No. 006”
signed by Dongguan Food Industry Park, a subsidiary of the Company,
and Bank of Communications Guangdong Branch, Dongguan Food
Intangible
45,580,368.97 Industry Park mortgaged its two pieces of lands (DFGY (2009) DT No.
assets
190) and (DFGY (2012) DT No. 152) to Bank of Communications
Guangdong Branch as collateral for the borrowing.
Total 538,469,295.10 500,799,465.31
27
深圳市深粮控股股份有限公司 2018 年年度报告全文
Original book Book value
Item Reasons for restriction
value
Item Original book value Reasons for restriction
Intangible assets 52,777,696.83 According to the long-term loan mortgage contract signed by Dongguan
Fixed assets 400,834,811.27 Logistics, a subsidiary of the Company, and Agricultural Development Bank,
Dongguan Logistics mortgaged the land (DFGY (2014) DT No. 6) of No. 32,
Jianshe Road, Masan Village, Machong Town, Dongguan City and the grain
Construction
39,276,418.03 storage and terminal facilities to be built and other buildings and structures on the
in progress
ground to Agricultural Development Bank as collateral for the loan.
According to the loan contract of “Guangdong DG 2017 NGDZ No. 006” signed
by Dongguan Food Industry Park, a subsidiary of the Company, and Bank of
Communications Guangdong Branch, Dongguan Food Industry Park mortgaged
Intangible assets 45,580,368.97 its two pieces of lands (DFGY (2009) DT No. 190) and (DFGY (2012) DT No.
152) to Bank of Communications Guangdong Branch as collateral for the
borrowing.
Total 538,469,295.10
V. Investment analysis
1. Overall situation
√ Applicable□Not applicable
Investment in the same period of last year
Investment in reporting period (Yuan) Range
(Yuan)
294,171,532.43 6,400,000 4,496%
2. The major equity investment obtained in the reporting period
√ Applicable□Not applicable
In RMB
In
Whet
ve Inve
Te her
st Sha Pr Est stme
Capi rm Progre has Disclos
Inves m reh od ima nt
Main Inves tal of ss as at litiga ure date Disclosure
ted en oldi uc ted loss
busin tment reso Partners inv balanc tion (if index (if
enter t ng t rev in
ess ways urce est e sheet invol applica applicable)
prise a rati ty enu the
s me date ved ble)
m o pe e perio
nt (Y/N
ou d
)
nt
Shen Grain No N 390 Found more
Issu 401,
zhen and Acqu t ot ,00 in Notice of
100 ed Fude Compl 987, 2018-6-
Cere oil isitio -- ap ap 0,0 N the Company
% shar Capital eted 820. 11
als tradi n pli pli 00. released on
es 86
Grou ng ca ca 00 Juchao
28
深圳市深粮控股股份有限公司 2018 年年度报告全文
p proc ble bl website
Co., essi e (www.cninfo
Ltd ng, .com.cn)
War
eho
usin
g
logi
stics
serv
ice
390
401,
,00
987,
Total -- -- -- -- -- -- -- -- -- 0,0 -- -- --
820.
00.
86
00
3. The major non-equity investment doing in the reporting period
√ Applicable□Not applicable
In RMB
Whet
her it Reasons
Accumul
is the Income for
ated
inves Industry accumula failure to Disclosur
Amount actual Disclosur
Invest tment with the Estimate ted at achieve e index
input in input as Capital e date (if
Item ment for investme Progress d end of planned (if
the of the resources applicabl
ways fixed nt revenue the progress applicabl
period end of e)
asset involved reporting and e)
reporting
s period expected
period
(Y/N benefits
)
Grain storage
Start-up
and wharf
Owned of the
complementary Storage
Self- 55,159,4 301,605, funds 38,483,4 wharf
engineering of Y and 75.40%
build 18.07 773.69 and bank 00.00 project
Dongguan wharf
loans 41,199,4 later than
SZCG Logistics
04.09 expected
Co., Ltd.
Grain storage Owned
Storage
and wharf Self- 55,738,5 179,679, funds 17,068,4
Y and 100.00% -
complementary build 11.77 302.57 and bank 00.00
wharf
engineering loans
29
深圳市深粮控股股份有限公司 2018 年年度报告全文
(Phase II) of
Dongguan
SZCG Logistics
Co., Ltd.
Food logistics
and wharf
matching Warehou
Self- 5,938,73 11,071,2 Owned
project of Y se 2.25% -
build 8.07 22.92 funds
Dongguan logistic
SZCG Logistics
Co., Ltd.
Warehouse
logistic
distribution
Adjustm
center of Owned
Warehou ent of
Dongguan Self- 41,834,4 271,437, funds 37,108,9
Y se 30.55% construct
International build 40.79 590.22 and bank 00.00
logistic ion
Food Industrial loans
scheme
Park
Development
Co., Ltd.
Food processing
project of
Flour
Dongguan Self- 33,109,5 39,276,4 Owned
Y processin 13.45% -
SZCG Oil & build 58.34 18.03 funds
g
Food Trade Co.,
Ltd.
Self- Construc 39,890,8 203,743, Owned
Land use right N -
build tion 65.39 457.22 funds
231,671, 1,006,81 92,660,7 41,199,4
Total -- -- -- -- -- -- -- --
532.43 3,764.65 00.00 04.09
4. Financial assets investment
(1) Securities investment
√ Applicable□Not applicable
In RMB
Account Book Changes Cumulat Profit Book
Variety Short value at Current
Code of Initial ing in fair ive fair Current and loss value at Account
of form of the purchas Capital
securitie investm measure beginni value of value sales in the the end ing
securitie securitie ng of e Source
s ent cost ment the changes amount Reporti of the subject
s s the amount
model period current in ng period
30
深圳市深粮控股股份有限公司 2018 年年度报告全文
profit equity Period
and loss
Paid
Domesti Fair Financia shares
- -
c and value 1,599,6 43,861. 1,124,9 l assets from
000017 CBC-A -- 474,740 0.00 0.00 474,740 availabl
overseas measure 68.20 87 27.96 e for debt
.24 .24
stock ments sale reorgani
zation
- -
1,599,6 43,861. 1,124,9
Total -- -- 474,740 0.00 0.00 474,740 -- --
68.20 87 27.96
.24 .24
Disclosure date of
securities investment Not applicable
approval of the Board
Disclosure date of
securities investment
Not applicable
approval of the Shareholder
Meeting (if applicable)
(2) Derivative investment
□ Applicable√Not applicable
The Company has no derivatives investment in the Period
5. Application of raised proceeds
□ Applicable√Not applicable
The Company has no application of raised proceeds in the Period
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable√Not applicable
The Company had no sales of major assets in the reporting period.
2. Sales of major equity
□ Applicable√Not applicable
VII. Analysis of main holding Company and stock-jointly companies
√ Applicable□Not applicable
Particular about main subsidiaries and stock-jointly companies net profit over 10%
31
深圳市深粮控股股份有限公司 2018 年年度报告全文
In RMB
Company Typ Main Operating
Register capital Total assets Net Assets Operating income Net profit
name e business profit
Grain &
oil 5,530,296,554.50 3,481,379,571.43 449,696,262.10 427,835,409.08
Shenzhen trading
Sub
Cereals processin
sidi
Group g、Grain 1,530,000,000.00 10,468,857,056.92
ary
Co., Ltd and oil
reserve
service
Shenzhen
Hualian Sub Grain &
Grain & sidi oil 31,180,000.00 1,076,989,175.15 194,154,007.83 4,153,366,944.73 75,706,224.41 73,910,678.33
Oil Trade ary trading
Co., ltd.
Grain &
Shenzhen Sub oil
Flour Co., sidi trading 30,000,000.00 945,013,952.04 236,010,016.38 2,847,662,565.99 67,899,300.91 68,055,926.98
Ltd ary processin
g
Hangzhou
Productio
Ju Fang Sub
n & sales
Yong sidi 175,000,000.00 182,616,725.75 123,286,165.59 27,181,171.90 -39,757,437.82 -38,641,080.66
of tea
Holding ary
product
Co., Ltd.
Particular about subsidiaries obtained or disposed in report period
√ Applicable□Not applicable
The way of getting and treating Influence on overall product and
Company name
subsidiary in the reporting performance
Impact on net profit of the Company:
Shenzhen Cereals Group Co., Ltd Acquisition of assets reorganization
427.84 million yuan
Impact on net profit of the Company:
Shenzhen Flour Co., Ltd Acquisition of assets reorganization
68.06 million yuan
Impact on net profit of the Company:
Shenzhen Hualian Grain & Oil Trade Co., ltd. Acquisition of assets reorganization
73.91 million yuan
Impact on net profit of the Company: 1.21
Hainan Haitian Aquatic Feed Co., Ltd Acquisition of assets reorganization
million yuan
Impact on net profit of the Company:
SZCG Quality Inspection Co., Ltd. Acquisition of assets reorganization
480000 yuan
32
深圳市深粮控股股份有限公司 2018 年年度报告全文
Impact on net profit of the Company: 2.31
SZCG Doximi Business Co., Ltd. Acquisition of assets reorganization
million yuan
Impact on net profit of the Company: 6.11
SZCG Cold-Chain Logistic Co., Ltd. Acquisition of assets reorganization
million yuan
SZCG Big Kitchen Food Supply Chain Co., Impact on net profit of the Company: 1.87
Acquisition of assets reorganization
Ltd. million yuan
Impact on net profit of the Company: 8.58
SZCG Real Estate Development Co., Ltd. Acquisition of assets reorganization
million yuan
Impact on net profit of the Company:
SZCG Property Management Co., Ltd. Acquisition of assets reorganization
780000 yuan
Impact on net profit of the Company: 5.63
SZCG Storage (Yingkou) Co., Ltd. Acquisition of assets reorganization
million yuan
Impact on net profit of the Company:
Dongguan SZCG Logistics Co., Ltd. Acquisition of assets reorganization
29.97 million yuan
Dongguan International Food Industrial Park Impact on net profit of the Company:
Acquisition of assets reorganization
Development Co., Ltd. 330000 yuan
Impact on net profit of the Company: -
Dongguan SZCG Oil & Food Trade Co., Ltd. Acquisition of assets reorganization
940000 yuan
Not yet open, and has no impact on the
Dongguan Golden Biology Tech. Co., Ltd. Acquisition of assets reorganization
Company’s production and operation
Shuangyashan SZCG Zhongxin Cereals Base Impact on net profit of the Company: -
Acquisition of assets reorganization
Co., Ltd. 800000 yuan
Heilongjiang Hongxinglong Nongken Shenxin Impact on net profit of the Company: -
Acquisition of assets reorganization
Cereals Industrial Park Co., ltd. 640000 yuan
Impact on net profit of the Company:
Zhanjiang Haitian Feed Industrial Co., Ltd. Peeling from assets reorganization
350000 yuan
Explanation on main holding/stock-jointly enterprise:
Shenzhen Cereals Group Co., Ltd. is a wholly-owned subsidiary of the company, its business scope includes grain
and oil purchase and sales, grain and oil storage and supply of military grain; grain and oil and products management
and processing (operated by branches); operation and processing of feed (operated by outsourcing); investment in
grain and oil, feed logistics projects; establishing grain and oil and feed trading market (including e-commerce
market) (market license is also available); information service business (internet information service business only)
(operating with value-added telecommunications service business license Guangdong B2-20100081, with a limited
period to February 11, 2015); storage (operated by branches); ordinary freight, professional transportation
(refrigerated fresh storage) (operated by road transport license No. 440300155916, valid until June 30, 2014);
development, operation and management of free property; providing management services for hotels; investing and
setting up industries (specific projects are separately declared); domestic trade (excluding franchise, exclusive
control, and monopoly commodities); engaging in import and export business (except for projects prohibited by
laws, administrative regulations, and decision of the State Council, restricted projects can be operated only after
33
深圳市深粮控股股份有限公司 2018 年年度报告全文
obtaining permission). Register capital was 1,530,000,000 Yuan. Ended as this period, total assets amounted as
5.530.296.554.50Yuan, and net assets amounting to 3,481,379,571.43Yuan, shareholders’ equity attributable to
parent Company is 3,330,154,413.59 Yuan; in the reporting period, achieved operation income, net profit and net
profit attributable to shareholder of parent Company as 10,468,857,056.92 Yuan, 427,835,409.08Yuan
and412,949,102.83Yuan respectively.
Shenzhen Hualian Grain and Oil Trade Co., Ltd., business scope: general operational projects include domestic
trade (except for projects that laws, administrative regulations, and decisions of the State Council require approval
before registration); engaging in import and export business (except for projects prohibited by laws, administrative
regulations, and decision of the State Council, restricted projects can be operated only after obtaining permission);
online feed sales; information consultation, self-owned housing leasing (excluding talent agency services and other
restricted items); international freight forwarding, domestic freight forwarding (can only be operated after being
approved by the transport department if laws, administrative regulations, State Council decision require the approval
of transport department); license business projects include purchase and sale of grain and oil, online sales of grain
and oil; information service business (internet information service business only). Register capital was 31,180,000
Yuan. Ended as this period, total assets amounted as 1,076,989,175.15 Yuan, and net assets amounting to
194,154,007.83 Yuan, shareholders’ equity attributable to parent Company is 194,154,007.83 Yuan;in the reporting
period, achieved operation income, net profit and net profit attributable to parent Company as 4,153,366,944.73
Yuan, 73,910,678.33 Yuan and 73,910,678.33 Yuan respectively.
Shenzhen Flour Co., Ltd., business scope: hardware and electrical equipment, chemical products (excluding
hazardous chemicals and restricted items), auto parts, purchase and sales of construction materials; self-operated
import and export business (carry out according to the provisions of the registration certificate SMGDZZ No. 76);
domestic trade (excluding franchise, exclusive control, monopoly commodities); wheat wholesale and retail; flour
processing and production. Register capital was 30,000,000 Yuan. Ended as this period, total assets amounted as
945,013,952.04 Yuan, and net assets amounting to 236,010,016.38 Yuan, shareholders’ equity attributable to parent
Company is 236,010,016.38 Yuan;in the reporting period, achieved operation income, net profit and net profit
attributable to parent Company as 2,847,662,565.99 Yuan, 68,055,926.98 Yuan and 68,055,926.98 Yuan respectively.
Hangzhou Ju Fang Yong Holding Co., Ltd., a wholly owned subsidiary. Business scope: sell both retail and
wholesale: wholesale, retail of the prepackaged food and bulk food (pre-approval items should be operated within
validity period ): tea set; acquisitions: tea business sales required (limited to the acquisition of the original producer
of primary industry directly); Services: Tea business investment and asset management, technology development,
cultivation, breeding, technical consulting, technical services, transfer of results, the other all legitimate projects
without approval, subsidiaries’ business scope included. Register capital was 175,000,000 Yuan. Ended as this
period, total assets amounted as 182,616,725.75 Yuan, and net assets amounting to 123,286,165.59 Yuan,
shareholders’ equity attributable to parent Company is 124,023,180.99 Yuan;in the reporting period, achieved
operation income, net profit and net profit attributable to parent Company as 27,181,171.90 Yuan, -38,641,080.66
34
深圳市深粮控股股份有限公司 2018 年年度报告全文
Yuan and -38,210,926.83 Yuan respectively.
VIII. Structured vehicle controlled by the Company
□ Applicable√Not applicable
IX. Prospects on future development
(I) Development trend and competition layout of the industry
1. The development trend of industry
In 2018, the overall trend of the grain and oil market was weak, and the market prices of specific varieties were
quite different. Wheat and rice in the husk were strongly influenced by policy orientation, and prices went down
throughout the year with the lowering of minimum purchase price; the marketization of corn was high, and the
overall price throughout the year was fluctuating increasingly due to the imbalance of supply and demand; the
soybean market was affected by the Sino-US trade war, and the annual price trend was in a downturn; the cooking
oil market was affected by the excess supply and high inventory, and the overall price declined sharply.
At present, China has 22,000 enterprises included in the economic statistics of the grain industry, with an annual
sales income of 2.9 trillion yuan, which has formed a certain scale. However, due to the lack of innovation capability,
the problems of unreasonable industrial structure, short chain, and low-end overcapacity are still outstanding, which
is difficult to adapt to the needs of upgrading consumer demand. With the continuous development of the grain
industry economy, the grain industry now has strong demand for engineering personnel in grain storage, processing,
logistics, etc., while there is a great shortage of high-grade talents in technology, warehousing, logistics,
management, international trade, and futures, etc., which cannot meet the needs of high quality development in the
grain industry. The grain industry is in a critical period of deepening reform, transformation and development, and
is more eager for high-quality and professional talents than ever before. It is necessary to vigorously create a group
of management talents, science and technology innovation talents, high-skilled talents and storage talents for grain
industry so as to provide talent supports for the development of grain industry economy and the protection of
national food security.
According to the statistic data released by China Tea Marketing Association and other institutions, the production
and consumption of the tea industry in the country continued to maintain an overall growth trend. In 2018, the area
of tea gardens in 18 major tea-producing provinces (autonomous regions and municipalities) throughout the country
was 43,956,000 mu, with a year-on-year increase of 1.23 million mu, the growth rate was 2.9%. The national dry
raw tea output was 2.616 million tons, an increase of 120,000 tons over the previous year, the growth rate was 4.8%.
The total output value of dry raw tea in China exceeded 200 billion yuan for the first time, reaching 215.73 billion
yuan, with a year-on-year increase of 20.77 billion yuan, the growth rate was 10.65%. In 2018, the domestic sales
volume of Chinese tea was 1.91 million tons, an increase of 93,000 tons compared with the previous year, the
growth rate was 5.1%; domestic sales reached 266.1 billion yuan; the average selling price was 139.3 yuan / kg, an
increase of 5.2% on a year-on-year basis. However, due to the impact of the macroeconomic environment and weak
consumption, the problem of overproduction of tea in the country has become increasingly prominent. Safe,
reasonably priced, diversified, younger products and diversified marketing are still the development trend of the tea
35
深圳市深粮控股股份有限公司 2018 年年度报告全文
industry.
The rapid development of the new tea industry promotes the transformation of the food and beverage consumer
market and accelerates the transformation and upgrading of beverage products. Social media has changed the dietary
mode in society, consumers expect every dish or drink to be shared, and social sharing becomes one of the core
innovations in food, beverage and catering service. While the new tea industry maintains rapid development, the
traditional beverage industry is also constantly innovating business models and expanding sales channels; product
category structure will be further optimized, and water drinks, tea drinks, and plant-based milk drinks have good
development prospects, the functional beverages, low-calorie beverages and healthy nutritious beverages will
develop rapidly. As a food and beverage ingredient, tea and natural plant deep processing products have natural and
healthy essential characteristics, of which the application in the food and beverage field continues to innovate and
develop, and the huge development space of tea drinks and plant beverages lays a good foundation for the
development of tea and natural plant deep processing products.
2. The competitive landscape of the industry
China is not only a big agricultural producer but also a major grain consumer. China’s grain output has achieved
bumper harvests in successive years, but it also faces many challenges. Problems such as the transformation of grain
production methods, the adjustment of crop planting structure, the import volume of grain remaining high, the
increase in marginal cost of production, the intensification of environmental factors, and the contradiction between
supply and demand have become increasingly prominent. At the same time, China’s grain storage still has
weaknesses such as large stocks of grain, low level of inventory facilities, and incomplete storage methods.
The company’s tea and natural plant deep processing products are a segment of the tea industry, and have evolved
into a market with a relatively concentrated market share. The company’s main competitors are the certified
suppliers for large-scale food and beverage customers at home and abroad, the price competition in the industry is
fierce. At the same time, the increase in raw material prices and labor costs has also led to a significant increase in
the production cost of tea deep processing. However, the company has comparative advantages in technological
innovation and product innovation, as well as many patented technologies with independent research and
development. Moreover, the company is one of the few tea industry chain conglomerates in the industry that have
obtained the qualifications of global suppliers.
The competition in various brands and categories of the domestic tea consumption market is becoming increasingly
fierce, the marketing promotion methods are constantly innovating, and cross-border cooperation is deepening. With
the upgrade of consumption, consumers pay more attention to quality and brand in addition to price issues. Some
well-known and brand-name tea companies have gradually expanded their market share and achieved greater
development. The safety of tea products still challenges the healthy development of tea industry.
China’s economic development has been generally stable with good momentum, the structural reforms of supply
side have been continuously deepened, a series of policies and measures to stabilize consumption and adjust
structure have continued to play a role, and people’s living standards have continued to improve. The expansion of
consumer demand and the upgrading of level of the whole society have created a good external environment for the
sustainable and healthy development of the tea industry.
(II) The company’s development strategy
36
深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenzhen Cereals Holdings will focus on the grain and tea business, keep a foothold in Guangdong-Hong Kong-
Macao Greater Bay Area, face domestic and international important supply and marketing channels, drive by
technology innovation and model innovation, make full use of the capital market, and utilize market-based means
to strengthen external mergers and acquisitions and internal reorganization and integration, accelerate the replication
and expansion of “SZCG model” such as intelligent grain logistics park and grain informationization, continuously
expand the development strength and scale of enterprises, further enhance the market’s comprehensive
competitiveness, sustained profitability and anti-risk ability, assume the social responsibility of state-owned
enterprises, and commit to building a first-class “grain supply chain high quality service provider” and “safe and
high quality food supplier”.
(III) The company’s 2019 business plan
In 2019, the company will further leverage the capital and brand advantages of listed companies to complete the
annual business management objectives. The main work plans are as follows:
First, steadily take the first step after the reorganization, accelerate the reorganization integration work, strengthen
the development of the grain and oil industry on the basis of the tea industry, two main businesses develop in parallel,
and strengthen the core competitiveness of the enterprise;
Second, accomplish the people’s livelihood security services, ensure to complete the municipal government’s
storage tasks, truly achieve “sufficient quantity and good quality”, and play an emergency role when needed;
Third, according to the company’s “13th Five-Year Strategic Planning Objectives”, focus on promoting the
construction of Dongguan logistics nodes project, strive for the completion of the foundation project of the 510,000
tons silo project and the completion of the construction of two 10,000-ton berths in the terminal phase I, and put
them into trial operation, and the flour processing plant project goes into operation;
Fourth, adhere to the two-wheel drive of technological innovation and model innovation, strengthen the combination
of grain and oil business and informationization, and accelerate the pace of the company’s external export
technology and services;
Fifth, improve the assessment and incentive mechanism, establish and improve the total compensation and flexible
adjustment mechanism of the economic benefits and labor productivity of connected enterprises, and strengthen the
endogenous development momentum of enterprises;
Sixth, improve internal management, improve work efficiency, prevent internal risks, and ensure safety production
and no liability accidents.
X. Research reception, communication and interview activities
1. Registration form of research reception, communication and interview in the Period
□ Applicable √Not applicable
There were no research reception, communication and interview activities occurred in the period
37
深圳市深粮控股股份有限公司 2018 年年度报告全文
Section V. Important Events
I. Profit distribution plan of common stock and capitalizing of common reserves plan
Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend
policy during the Reporting Period
√ Applicable □Not applicable
In reporting period, no adjustment and change happened to profit distribution rule.
Special explanation on cash dividend policy
Satisfy regulations of General Meeting or requirement of Article
Y
of Association (Y/N):
Well-defined and clearly dividend standards and proportion
Y
(Y/N):
Completed relevant decision-making process and mechanism
Y
(Y/N):
Independent directors perform duties completely and play a proper
Y
role (Y/N):
Minority shareholders have opportunity to express opinions and
Y
demands totally and their legal rights are fully protected (Y/N):
Condition and procedures are compliance and transparent while
Y
the cash bonus policy adjusted or changed (Y/N):
Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest
three years (including the reporting period)
The equity distribution plan for 2016: Based on share capital of 451,620,276 on 31 Dec 2016, distributed 0.5 Yuan
(tax included) for every 10-share to all shareholders with one share bonus (tax included), and no share converted
from capital reserve
The equity distribution plan for 2017: No cash dividend, no bonus shares as well as no share converted from capital
reserve
The equity distribution plan for 2018: Based on share capital of 1,152,535,254 on 31 Dec 2018, distributed 1 Yuan
(tax included) for every 10-share to all shareholders with zero share bonus (tax included), and no share converted
from capital reserve
Particulars for cash dividend of common share for 3 years (current period included)
In RMB
Net profit Ratio of the Proportion for Ratio of the Ratio of the
Total cash
Amount for attributable to cash bonus in cash bonus by cash bonus by total cash
Year for bonus bonus
cash bonus (tax common stock net profit other ways(i.e. other ways in bonus (other
shares (including
included) shareholders of attributable to share buy- net profit ways included)
other ways)
listed company common stock backs) attributable to in net profit
38
深圳市深粮控股股份有限公司 2018 年年度报告全文
in shareholders of common stock attributable to
consolidation listed company shareholders of common stock
statement for contained in listed company shareholders of
bonus year consolidation contained in listed company
statement consolidation contained in
statement consolidation
statement
308,331 ,032.4
2018 115,253,525.40 37.38% 0.00 0.00% 115,253,525.40 37.38%
4
2017 0.00 359,174,263.44 0.00% 0.00 0.00% 0.00 0.00%
2016 22,581,013.80 364,384,734.36 6.20% 0.00 0.00% 22,581,013.80 6.20%
The Company gains profits in reporting period and the retained profit of common stock shareholders provided by
parent Company is positive but no plan of cash dividend proposed of common stock
□ Applicable√Not applicable
II. Profit distribution plan and capitalizing of common reserves plan for the Period
√ Applicable□Not applicable
Bonus shares for every 10-share (Share) 0
Dividends for every 10-share (RMB) (Tax included) 1.00
Shares transferred from every 10 shares (Share) 0
Equity base of distribution plan (Share) 1,152,535,254
Cash bonus distribution (RMB) (Tax included) 115,253,525.40
Cash bonus distribution in other ways (i.e. share buy-backs)
0.00
(RMB)
Total cash bonus (including other ways) (RMB) 115,253,525.40
Distributable profits (RMB) 165,505,986.31
Ratio of total cash dividend (other ways included) in total profit 100%
distribution
Cash dividend
The Company is in a development stage and has the arrangement of major capital expenses, ratio of cash dividend in profit
distribution should reach a minimum of 20% while the profit distributed.
Detailed explanation on profit distribution or capital accumulation fund conversion plan
After audited by Dahua CPA, in consolidate statement, the net profit attributable to shareholders of parent company amounted as
308,331,032.44 yuan in 2018, net profit of parent company was -34,283,664.43 yuan; ended as 31st December 2018, the profit of
parent company that can be distributed for shareholders was 165,505,986.31 yuan, balance of consolidate capital public reserves was
1,422,892,729.36 yuan. In line with relevant regulations and Article of Association, and consider the interest of shareholders, BOD
plans to submit the equity distribution plan for year of 2018 to shareholders general meeting: based on total share capital
1,152,535,254 shares of the Company on 31st December 2018, distributed 1 Yuan (tax included) for every 10-share to all shareholders
with zero share bonus (tax included), and no share converted from capital reserve
39
深圳市深粮控股股份有限公司 2018 年年度报告全文
III. Implementation of commitment
1. Commitments that the actual controller, shareholders, related party, buyer and the Company have fulfilled during the reporting period and have not yet
fulfilled by the end of reporting period
√ Applicable□Not applicable
Type of Commit
Commitme Impleme
Commitments Commitment party commitme Content of commitments ment
nt date ntation
nts term
Commitments for share
merger reform
Commitments in report of
acquisition or equity
change
Commitments in assets Shenzhen Fude State- Other Commitment to non-normal business enterprises: For non-normal business 2018-03-23 Impleme Normal
reorganization owned Capital commitme enterprises under Shenzhen Cereals Group (including but not limited to enterprises nt as performa
Operation Co., Ltd. nts that have been revoked business licenses, discontinued operation, etc.), the promised nce
committed person will fully assist, urge and promote Shenzhen Cereals Group to
implement the corresponding write-off procedures. After the completion of this
reorganization, if Shenzhen Cereals Group or the listed company is called to account,
receives administrative punishment or suffers any losses due to the abnormal
operation of the non-normal business enterprises or the failure to handle write-off
procedures in time, the committed person will bear the relevant legal liability, and
fully compensate the listed company and the target company within 30 working days
after the actual loss occurs.
Shenzhen Fude State- Other Relevant Commitments Regarding the Existence of Flaws in Leased Property: The 2018-03-23 Impleme Normal
owned Capital commitme leased house property of Shenzhen Cereals Group and its holding subsidiaries has nt as performa
Operation Co., Ltd. nts the following conditions: (1) The lessor has not provided the ownership documentary promised nce
evidence of the property and/or the documentary evidence proving the lessor has the
right to rent out the house property. (2) The lease term of part of the leased house
40
深圳市深粮控股股份有限公司 2018 年年度报告全文
property is more than 20 years; (3) Shenzhen Cereals Group and its subsidiaries
sublet part of the leased house property to a third party without the consent of the
lessor; (4) The leased house property of Shenzhen Cereals Group and its holding
subsidiary has not been registered for the housing lease. If Shenzhen Cereals Group
and its holding subsidiaries are imposed any form of punishment by the relevant
government departments or assume any form of legal responsibility, or occur any
losses or expenses because their leased place and / or house property do not comply
with relevant laws and regulations, the committed person will be willing to bear any
losses, damages, claims, costs and expenses incurred, suffered and assumed by
Shenzhen Cereals Group and its holding subsidiaries, and protect Shenzhen Cereals
Group and its holding subsidiaries from damages. In addition, the committed person
will support Shenzhen Cereals Group and its holding subsidiaries to actively
advocate their rights to the corresponding parties to maximumly maintain and
guarantee the interests of Shenzhen Cereals Group and the listed companies.
Shenzhen Fude State- Other Commitment Letter on Flaws in House Property and Land: In the case that some of 2018-03-23 Impleme Normal
owned Capital commitme the house properties held by Shenzhen Cereals Group fail to rename the obligee of nt as performa
Operation Co., Ltd. nts the property ownership certificate, the committed person will fully assist, urge and promised nce
promote Shenzhen Cereals Group or its subsidiaries to go through the formalities.
After the completion of this reorganization, if Shenzhen Cereals Group or the listed
company is called to account, receives administrative punishment or suffers any
losses due to the failure to rename the obligee of the property ownership certificate,
the committed person will bear the relevant legal liability, and fully compensate the
listed company and Shenzhen Cereals Group within 30 working days after the actual
loss occurs. In view of the fact that some house properties held by Shenzhen Cereals
Group fail to complete the registration procedures for ownership transfer, the
committed person will fully assist, urge and promote Shenzhen Cereals Group to
complete the relevant transfer procedures. After the completion of this
reorganization, if Shenzhen Cereals Group or the listed company is called to account,
receives administrative punishment or suffers any losses due to the failure to rename
the obligee of above-mentioned property, the committed person will bear the
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深圳市深粮控股股份有限公司 2018 年年度报告全文
relevant legal liability, and fully compensate the listed company and Shenzhen
Cereals Group within 30 working days after the actual loss occurs. In response to
the conversion of non-market commercial housing held by Shenzhen Cereals Group
into market commercial housing, the committed person will fully assist, urge and
promote Shenzhen Cereals Group to go through the formalities. After the completion
of this reorganization, if Shenzhen Cereals Group or the listed company is called to
account, receives administrative punishment or suffers any losses due to the failure
to complete the conversion of non-market commercial housing into market
commercial housing, the committed person will bear the relevant legal liability, and
fully compensate the listed company and Shenzhen Cereals Group within 30
working days after the actual loss occurs. In view of the fact that some house
properties of Shenzhen Cereals Group have not been renewed for the land use period,
the committed person will fully assist, urge and promote Shenzhen Cereals Group to
renew the corresponding land use right period. After the completion of this
reorganization, if Shenzhen Cereals Group or the listed company is called to account,
receives administrative punishment or suffers any losses due to the failure to renew
the land use right period, the committed person will bear the relevant legal liability,
and fully compensate the listed company and Shenzhen Cereals Group within 30
working days after the actual loss occurs. In view of the fact that some house
properties of Shenzhen Cereals Group have not been registered for ownership
transfer or renewed the land use period, the committed person will fully assist, urge
and promote Shenzhen Cereals Group to handle the corresponding land use rights
renewal and ownership transfer registration procedures. After the completion of the
reorganization, if Shenzhen Cereals Group or the listed company is called to account,
receives administrative punishment or suffers any losses due to the failure to
complete the above-mentioned land use right renewal and ownership transfer
registration procedures, the committed person will bear the relevant legal liability,
and fully compensate the listed company and Shenzhen Cereals Group within 30
working days after the actual loss occurs. In view of the fact that the property of
SZCG Sungang Warehouse has not completed the registration for converting non
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深圳市深粮控股股份有限公司 2018 年年度报告全文
commercial housing into commercial housing, after the completion of the
reorganization, if Shenzhen Cereals Group or the listed company is called to account,
receives administrative punishment or suffers any losses as the property of Sungang
Warehouse is not registered for converting non commercial housing into commercial
housing in time, the committed person will bear the relevant legal liability, and fully
compensate the listed company and Shenzhen Cereals Group within 30 working days
after the actual loss occurs. In view of the fact that the land and property of SZCG
Shuguang Grain Depot have not passed the completion acceptance nor completed
the registration of commercial housing, after the completion of the reorganization, if
Shenzhen Cereals Group or the listed company is called to account, receives
administrative punishment or suffers any losses as the land and property of
Shuguang Grain Depot have not timely passed the completion in time nor completed
the registration of commercial housing, the committed person will bear the relevant
legal liability, and fully compensate the listed company and Shenzhen Cereals Group
within 30 working days after the actual loss occurs. In view of the fact that the
property of SZCG Flour Factory has not completed the conversion of non-
commercial housing into commercial housing and the relocation, after the
completion of the reorganization, if Shenzhen Cereals Group or the listed company
is called to account, receives administrative punishment or suffers any losses as
Flour Factory doesn’t complete the conversion of non-commercial housing into
commercial housing and the relocation, the committed person will bear the relevant
legal liability, and fully compensate the listed company and Shenzhen Cereals Group
within 30 working days after the actual loss occurs. In view of the fact that the land
of Heilongjiang Hongxinglong Nongken Shenxin Grain Industry Park Co., Ltd., a
subsidiary of Shenzhen Cereals Group, has not applied for land use right certificates,
the committed person will fully assist, urge and promote the subsidiary of Shenzhen
Cereals Group to manage the application procedures of the corresponding land use
right certificates. After the completion of the reorganization, if Shenzhen Cereals
Group or the listed company is called to account, receives administrative punishment
or suffers any losses because the land use right certificate cannot be issued due to
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深圳市深粮控股股份有限公司 2018 年年度报告全文
any ownership disputes in the above-mentioned land use right, the committed person
will bear the relevant legal liability, and fully compensate the listed company and
Shenzhen Cereals Group within 30 working days after the actual loss occurs. If
Shenzhen Cereals Group and its holding subsidiaries are required to take back the
sites and/or properties or imposed any form of punishment by the relevant
government departments or assume any legal liability, or suffer any losses or
expenses arising from the modification for flaws in sites and/or properties as the
above-mentioned and other self-owned or leased sites and/or properties fail to
comply with the relevant laws and regulations, the committed person will assume
any losses, damages, claims, costs and expenses incurred, suffered and assumed by
Shenzhen Cereals Group and its holding subsidiaries, and protect the list companies
and Shenzhen Cereals Group from damages. In addition, the committed person will
support the company and its holding subsidiaries to actively advocate rights to the
corresponding parties to maximumly maintain and guarantee the interests of the
company and its holding subsidiaries.
Shenzhen Fude State- Other Commitment Letter on the Company’s System Reform and System Evaluation of 2018-03-23 Impleme Normal
owned Capital commitme Shenzhen Cereals Group in 1998: After the completion of this restructuring, if nt as performa
Operation Co., Ltd. nts Shenzhen Cereals Group or the listed company is called to account, receives promised nce
administrative punishment or suffers any losses as the system reform is not evaluated
or other reasons related to this reform, the committed person will bear the relevant
legal liability, and fully compensate the listed company and Shenzhen Cereals Group
within 30 working days after the actual loss occurs.
Shenzhen Fude State- Other Commitment on the Adjustment of the Main Business: Within 24 months after the 2018-03-23 Impleme Normal
owned Capital commitme completion of the transaction, the Company has no plan, intention or arrangement nt as performa
Operation Co., Ltd. nts to divest the main assets related to the existing business of the listed company promised nce
through the shareholders’ meeting and the board of directors of the listed company.
The listed company will strive to improve the management level based on the asset
structure and business development after the completion of the transaction, and do
its best to complete the business integration and coordination after the completion
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深圳市深粮控股股份有限公司 2018 年年度报告全文
of the reorganization, and create greater value for shareholders.
Shenzhen Fude State- Other Commitment to Maintain the Position of Controlling Shareholders of Listed 2018-03-23 Impleme Normal
owned Capital commitme Companies: Within 60 months from the date of completion of this transaction, the nt as performa
Operation Co., Ltd. nts Company promises not to voluntarily give up the controlling shareholder status in promised nce
the listed company, and guarantees that the controlling shareholder status of the
listed company will not be changed due to reasons of the Company during this
period, nor assists any other party to seek the controlling shareholder status of the
listed company. Within 60 months from the date of completion of this transaction,
the Company will not take the initiative to change the status of the controlling
shareholder of the listed company through any actions including reducing the share
holding in the listed company.
Shenzhen Fude State- Other Commitment on the public shares: After the completion of the transaction, the 2018-03-23 Impleme Normal
owned Capital commitme committed person will cautiously nominate directors and supervisors, and will not nt as performa
Operation Co., Ltd. nts nominate candidates for directors, supervisors and senior management to the listed promised nce
company that will cause the proportion of public shares of the listed company not
meet the requirements of the Listing Rules of Shenzhen Stock Exchange.; nor will
vote for the relevant shareholders’ meeting and/or board resolutions for selecting
directors, supervisors and senior executives of listed companies that will make the
proportion of public shares of listed companies not meet the requirements of the
Listing Rules of Shenzhen Stock Exchange .
Shenzhen Fude State- Performan Commitment on performance compensation: Fude Capital promises that after the 2018-03-23 Impleme Normal
owned Capital ce completion of the audit and evaluation of Shenzhen Cereals Group, the Company nt as performa
Operation Co., Ltd. commitme will make a commitment to the performance of Shenzhen Cereals Group within three promised nce
nts and years after the completion of the restructuring, and sign a clear and feasible
compensat compensation agreement on the achievement of performance promised by the target
ion company with the listed company so as to protect the interests of small and medium
arrangeme investors. On June 8, 2018, Fude Capital and Shenshenbao signed the “Performance
nts Compensation Agreement” and agreed to make a commitment to the net profit of
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenzhen Cereals Group from 2018 to 2020 (hereinafter referred to as the
“commitment period”, if it is not completed before December 31, 2018, the
commitment period will correspondingly postpone), and after the completion of the
acquisition, compensate Shenshenbao in accordance with the provisions of this
agreement as the actual net profit of the object company is less than the promised
net profit. The performance compensation period of this transaction is 2018, 2019
and 2020, if the transaction is not completed in 2018, the first year of the
performance commitment period of this transaction is the year when the target
company of the transaction is delivered. Fude Capital promises Shenzhen Cereals
Group to achieve net profit (net profit is subject to the net profit attributable to
shareholders of the parent company after deducting non-recurring gains and losses
in the audited consolidated statement, the same below) of not less than 390 million
yuan in 2018, and net profit of not less than 400 million yuan in 2019, and net profit
of not less than 420 million yuan in 2020.
Shenzhen Fude State- Share Principled Opinions on this Restructuring and Commitment on No Plan for 2018-03-23 2018-11- Complete
owned Capital reduction Reducing Shareholding: The Company believes that this restructuring is conducive 12 d
Operation Co., Ltd. commitme to enhancing Shenshenbao’s sustainable operation ability and enhancing
nt Shenshenbao’s profitability, and is beneficial to protect the interests of
Shenshenbao’s shareholders, especially the interests of small and medium
shareholders. The Company has no objection to this restructuring. The Company
promises that from the signing date of the commitment letter to the completion of
the restructuring, the Company and the Company’s concerted action person will not
reduce the shareholdings of Shenshenbao, nor will reduce the shareholding of the
listed company.
Shenzhen Agricultural Share Principal Opinions and Commitments and Statements on No Plan for Reducing 2018-03-23 2018-11- Complete
Products Co., Ltd. reduction Shareholding: The Company believes that this restructuring is conducive to 12 d
commitme enhancing Shenshenbao’s sustainable operation ability and enhancing
nt Shenshenbao’s profitability. The Company agrees in principle on this restructuring.
The Company promises that the Company will not reduce its shareholdings of
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenshenbao from the date of restructuring and resumption of trading to the
completion of the restructuring, nor will plan to reduce the shareholding of
Shenshenbao.
Shenzhen Agricultural Shares Commitment on the Lock-up Period of the Shares: 1. The shares of the listed 2018-03-23 2019-11- Normal
Products Co., Ltd. limited for company obtained by the committed person before the transaction shall not be 12 performa
sale transferred within 12 months from the date of completion of the transaction. 2. nce
commitme During the lock-up period of shares, the part that the committed person has increased
nt due to the bonus issue of dividends, transfer of share capital or share allotment of
the listed company and other ex dividend and ex right matters should also abide by
the above-mentioned share lock-up arrangement. 3. If the above lock-up period does
not comply with the latest regulatory requirements of the securities regulatory
authority, the committed person will agree to make corresponding adjustments
according to the latest regulatory opinions of the regulatory authorities, and
implement in accordance with the relevant provisions of the China Securities
Regulatory Commission and the Shenzhen Stock Exchange after the lock-up period
expires.
Wanho Securities Co., Other Commitment Letter of Independent Financial Adviser About Shenzhen Shenbao 2018-03-23 2018-11- Complete
Ltd. commitme Industrial Co., Ltd. Issuing Shares for Asset Purchase: Wanho Securities Co., Ltd. 12 d
nts (hereinafter referred to as “Wanho Securities” or “this independent financial
adviser”), as an independent financial adviser for the issuance of shares for asset
purchase and the related transactions (hereinafter referred to as “this transaction”) of
Shenzhen Shenbao Industrial Co., Ltd. Co., Ltd. (hereinafter referred to as
“Shenshenbao” or “Listed Company”), makes the following statements and
commitments based on full due diligence and internal verification. 1. This
independent financial adviser has no other interest relationship with the parties
involved in this transaction, and the relevant opinions expressed in this transaction
plan are completely independent. 2. The documents and materials on which this
independent financial adviser’s verification opinions are based are provided by the
parties to this transaction, and the parties to the transaction have promised that the
information provided is true, accurate and complete, and there are no false records,
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深圳市深粮控股股份有限公司 2018 年年度报告全文
misleading statements or major omissions. 3. This independent financial adviser has
fulfilled its due diligence obligations in accordance with laws, administrative
regulations and the provisions of the China Securities Regulatory Commission, there
are substantial grounds for believing that the professional opinions issued are not
materially different from the contents of the documents disclosed by the Listed
Company and the counter party. 4. This independent financial adviser has fully
verified the documents disclosed by the Listed Company and the counter party, and
is sure that the content and format of the disclosure documents meet the
requirements. 5. This independent financial adviser has sufficient reasons to make
sure that the Listed Company’s issuance of share for assets purchase and related
transactions plan are in compliance with laws, regulations and the relevant
provisions of the China Securities Regulatory Commission and the Shenzhen Stock
Exchange, and the information disclosed is true, accurate and complete, there are no
false records, misleading statements or major omissions. 6. The professional
opinions on this restructuring have been submitted to the internal auditing agency of
this independent financial adviser for review and agreed to issue this professional
opinion. 7. During the period of contact with the Listed Company and as an
independent financial adviser, this independent financial adviser has adopted strict
confidentiality measures to implement risk control and internal segregation systems,
and there is no insider trading, market manipulation and securities fraud. 8. This
independent financial adviser has not entrusted and authorized any other institution
or individual to provide information not being listed in the verification opinions
issued by this independent financial adviser and to provide any explanation for the
verification opinions. 9. This independent financial adviser requests all shareholders
and investors of Shenshenbao to carefully read the full text of the “Plan for the
Issuance of Shares for Purchasing Asset and Related Transactions of Shenzhen
Shenbao Industrial Co., Ltd.” issued by the board of directors of Shenshenbao. 10.
The relevant verification opinions issued by this independent financial adviser do
not constitute any investment advice or opinions on Shenshenbao, and this
independent financial adviser shall not bear any responsibility for the risks arising
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深圳市深粮控股股份有限公司 2018 年年度报告全文
from the investment decisions made by investors according to the relevant
verification opinions.
Chen Chansong; Fan Other Commitment on No Plan for Reducing Shareholding: The Company promises that 2018-03-23 2018-11- Complete
Zhiqing; Huang Yu; commitme from the signing date of the commitment letter to the completion of the restructuring, 12 d
Li Fang; Li Xinjian; nts the Company and the Company’s concerted action person will not reduce the
Li Yiyan; Lin Hong; shareholding of Shenshenbao, nor has the plan to reduce the shareholding of the
Liu Zhengyu; Luo listed company.
Longxin; Qian
Xiaojun; Wang
Zhiping; Wu
Shuping; Yan
Zesong; yao
Xiaopeng; Zhang
Guodong; Zheng
Yuxi
Shenzhen Fude State- Shares Commitment on the Lock-up Period of the Shares: Shenzhen Shenbao Industrial Co., 2018-04-02 Impleme Normal
owned Capital limited for Ltd. (hereinafter referred to as “Shenshenbao” and “Listed Company”) intends to nt as performa
Operation Co., Ltd. sale purchase the 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred promised nce
commitme to as “SZCG”, “target company”) held by the shareholders of SZCG through
nt issuance of shares. Shenzhen Fude State-owned Capital Operation Co., Ltd.
(hereinafter referred to as “the committed person”), the controlling shareholder of
SZCG, has made the following commitments: 1. The committed person should not
transfer the shares of the listed company obtained from this transaction within 36
months from the date of listing of the shares. If the closing price of the listed
company’s stock is lower than the issue price for 20 consecutive trading days within
6 months after the completion of this transaction, or the closing price is lower than
the issue price at the term end of 6 months after the completion of the transaction,
the lock-up period for the committed person to hold the company’s stock
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深圳市深粮控股股份有限公司 2018 年年度报告全文
automatically prolongs for at least 6 months. 2. At the expiration of the above-
mentioned lock-up period, if the committed person doesn’t fully fulfill the
performance compensation obligation stipulated in the Performance Compensation
Agreement, the lock-up period of the shares issued to the committed person will be
prolonged to the date when the performance compensation obligation is fulfilled. 3.
Before this transaction, the shares of the Listed Company held by the committed
person and the companies controlled by the promise shall not be transferred within
12 months after the completion of this transaction. 4. During the lock-up period of
shares, the part that the committed person has increased due to the bonus issue of
dividends, transfer of share capital or share allotment of the Listed Company and
other ex dividend and ex right matters should also abide by the above-mentioned
share lock-up arrangement. 3. If the above lock-up period does not comply with the
latest regulatory requirements of the securities regulatory authority, the committed
person will agree to make corresponding adjustments according to the latest
regulatory opinions of the regulatory authorities, and implement in accordance with
the relevant provisions of the China Securities Regulatory Commission and the
Shenzhen Stock Exchange after the lock-up period expires.
Shenzhen Fude State- Other Commitment letter of Shenzhen Fude State-owned Capital Operation Co., Ltd. on 2018-04-02 Impleme Normal
owned Capital commitme pending litigation of Shenzhen Cereals Group Co., Ltd.: Shenzhen Shenbao nt as performa
Operation Co., Ltd. nts Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao”, “Listed Company”) promised nce
intends to purchase the 100% equity of Shenzhen Cereals Group Co., Ltd.
(hereinafter referred to as “SZCG”, “target company”) held by the shareholders of
SZCG through issuance of shares. In view of the two unfinished major
lawsuits/arbitration of SZCG, Shenzhen Fude State-owned Capital Operation Co.,
Ltd. (hereinafter referred to as “the committed person”), the controlling shareholder
of SZCG, has made the following commitments: If SZCG and its controlling
subsidiaries suffer any claims, compensation, losses or expenses due to the unsettled
major lawsuits/arbitration about the contract dispute of international sale of soybean
with Noble Resources Co., Ltd. and the contract dispute with Guangzhou Jinhe Feed
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Co., Ltd. and Huangxianning Import Agent, the committed person will assume the
compensation or loss caused by the above two outstanding major
lawsuits/arbitration.
Shenzhen Fude State- Other Commitment letter of Shenzhen Fude State-owned Capital Operation Co., Ltd. on 2018-04-02 Impleme Normal
owned Capital commitme risks of making a supplementary payment for the rent at earlier stage of Pinghu Grain nt as performa
Operation Co., Ltd. nts Depot: Shenzhen Shenbao Industrial Co., Ltd. intends to purchase the 100% equity promised nce
of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”) held by
the shareholders of SZCG through issuance of shares. Shenzhen Fude State-owned
Capital Operation Co., Ltd. (hereinafter referred to as “the committed person”), the
controlling shareholder of SZCG, has made the following commitments: If SZCG
needs to make a supplementary payment for the rent before assessment basis date to
the property right unit of Pinghu Grain Depot (or its authorized unit), the total
amount of the rent and other related charges and expenses shall be borne by the
committed person.
Shenzhen Fude State- Other Commitment letter on the house properties of Shenzhen Cereals Group and its 2018-04-02 Impleme Normal
owned Capital commitme subsidiaries that have not obtained the housing ownership certificate: Shenzhen nt as performa
Operation Co., Ltd. nts Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao” and “listed promised nce
company”) intends to purchase the 100% equity of Shenzhen Cereals Group Co.,
Ltd. (hereinafter referred to as “SZCG”, “target company”) held by the shareholders
of SZCG through issuance of shares. Shenzhen Fude State-owned Capital Operation
Co., Ltd. (hereinafter referred to as “the committed person”), the controlling
shareholder of SZCG, has made the following commitments: If SZCG and its
subsidiaries suffer any administrative punishment or losses due to their house
properties without the housing ownership certificate, the committed person will bear
the relevant legal responsibilities and fully compensate the listed company and
SZCG within 30 working days after the actual loss occurs.
Shenzhen Fude State- Shares Commitment on Shenzhen Fude State-owned Capital Operation Co. Ltd. to accept 2018-04-04 Impleme Normal
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深圳市深粮控股股份有限公司 2018 年年度报告全文
owned Capital limited for the restricted shares of non-tradable shares reform of Shenzhen Shenbao Industrial nt as performa
Operation Co., Ltd. sale Co., Ltd. held by Shenzhen Investment Holdings Co., Ltd.: Shenzhen Fude State- promised nce
commitme owned Capital Operation Co. Ltd. (hereinafter referred to as “Fude Capital”) accepts
nt 79,484,302 shares of A shares of Shenshenbao A (000019) (including 66,052,518
shares of unrestricted A shares and 13,431,784 shares of restricted A shares ) held by
Shenzhen Investment Holdings Co., Ltd. (hereinafter referred to as “Shenzhen
Investment Holdings”) by the free transfer, totally accounting for 16% of the total
share capital of Shenshenbao. Shenzhen Investment Holdings made the following
commitments in the reform of non-tradable shares of Shenshenbao in 2006: “To
make effective and long-term incentives for the management, after the completion
of the share reform, Shenzhen Agricultural Products Co., Ltd. (hereinafter referred
to as “Agricultural Products”) and Shenzhen Investment Holdings, the company’s
non-tradable shareholders, will sell their shareholdings after consideration which
account for 6%-8% of the company’s total share capital to the management of the
company in three years based on the shareholding ratio of Agricultural Products and
Shenzhen Investment Holdings after the share reform (i.e. accounting for 6%-8% of
the company’s total share capital of 181,923,088 shares after the share reform).”
Fude Capital made a commitment that after the completion of the free transfer of the
state-owned shares, Fude Capital would continue to perform the above commitments
it made when Shenzhen Investment Holdings makes the non-tradable shares reform
to Shenshenbao, which is effective in the long run.
Cao Xuelin; Dai Other Commitment and Statement on No Major Violations and Integrity: Shenzhen 2018-06-08 2018-11- Complete
Bin;Du Jianguo; Hu commitme Shenbao Industrial Co., Ltd. intends to purchase the 100% equity of Shenzhen 12 d
Xianghai; Huang nts Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”) held by Shenzhen Fude
Ming; Jin Zhenyuan; State-owned Capital Operation Co. Ltd. through issuance of shares. In response to
Liu Ji; Lu Qiguang; the above transactions, as the Director/Supervisor/Senior Management of
Ni Yue; Qian SZCG(hereinafter referred to as the “Declarant”), I have made the following
Wenying; Wang commitments: 1. The Declarant has not been subject to administrative penalties and
Fangcheng; Wang criminal penalties from the securities market or involved in major civil litigation or
Huimin; Wang Li; Ye arbitration related to economic disputes in the past 5 years, and there are currently
52
深圳市深粮控股股份有限公司 2018 年年度报告全文
Qingyun; Yin Yong; no outstanding or foreseeable major litigation, arbitration and administrative
Zhang Yong; Zhao punishment cases, nor suspected crime being investigated by the judicial authorities
Rubing; Zheng or suspected of violating laws and regulations and being investigated by the China
Shengqiao; Zhu Securities Regulatory Commission; there is no failure to repay large debts on time,
Junming; Zhu no failure to fulfill commitments, nor administrative supervision measures taken by
Junming the China Securities Regulatory Commission, nor disciplinary action made by the
stock exchange. 2. The Declarant does not have suspected crime being investigated
by the judicial authorities or suspected of violating laws and regulations and being
investigated by the China Securities Regulatory Commission, nor behavior of
suspected crime or violation of the laws and rules has been terminated for 36 months.
3. The Declarant has not been publicly condemned by the stock exchange in the last
36 months, and there are no other major dishonest acts. 4. There is no such case that
the Declarant is not allowed to participate in any major assets restructuring of listed
companies in accordance with Article 13 of the Interim Provisions on Strengthening
the Supervision of Abnormal Transaction of Stocks Related to Major Assets
Restructuring of Listed Companies, that is, “being investigated on suspicion of
insider trading related to the major assets restructuring of listed companies or
suffering administrative penalties by CSRC or being investigated for criminal
responsibility by judicial authorities”.
Cao Xuelin; Dai Other Commitment Letter on the Authenticity, Accuracy and Integrity of the Provided 2018-06-08 2018-11- Complete
Bin;Du Jianguo; Hu commitme Information: 1. The information and materials provided by the committed person for 12 d
Xianghai; Huang nts this major asset restructuring are true, accurate and complete, and there are no false
Ming; Jin Zhenyuan; records, misleading statements or major omissions. 2. The information provided by
Liu Ji; Lu Qiguang; the committed person to the intermediaries participating in this major asset
Ni Yue; Qian reorganization is the true, accurate and complete source written materials or copy
Wenying; Wang materials, the copy or copies of the materials are consistent with their source
Fangcheng; Wang materials or original copies; the signatures and the seals of all documents are true
Huimin; Wang Li; Ye and there are no false records, misleading statements or major omissions. 3. The
Qingyun; Yin Yong; explanations and confirmations issued by the committed person for this major asset
53
深圳市深粮控股股份有限公司 2018 年年度报告全文
Zhang Yong; Zhao restructuring are true, accurate and complete, and there are no false records,
Rubing; Zheng misleading statements or major omissions.
Shengqiao; Zhu
Junming
Shenzhen Fude State- Other Commitment and Statement on No Major Violations and Integrity: Shenzhen 2018-06-08 2018-11- Complete
owned Capital commitme Shenbao Industrial Co., Ltd. intends to purchase the 100% equity of Shenzhen 12 d
Operation Co., nts Cereals Group Co., Ltd. held by Shenzhen Fude State-owned Capital Operation Co.
Ltd.;Cao Yu; Ni Yue; Ltd. (hereinafter referred to as “Fude Capital”) through issuance of shares. In
Zhu Junming response to the above transactions, Fude Capital and its directors, supervisors, and
senior management (hereinafter referred to as the “Declarant”) have made the
following commitments: 1. The Declarant has not been subject to administrative
penalties and criminal penalties from the securities market or involved in major civil
litigation or arbitration related to economic disputes in the past 5 years, and there are
currently no outstanding or foreseeable major litigation, arbitration and
administrative punishment cases, nor suspected crime being investigated by the
judicial authorities or suspected of violating laws and regulations and being
investigated by the China Securities Regulatory Commission; there is no failure to
repay large debts on time, no failure to fulfill commitments, nor administrative
supervision measures taken by the China Securities Regulatory Commission in the
past 5 years; 2. The Declarant has not received administrative penalties unrelated to
the securities market in the past 5 years; 3. The Declarant does not have suspected
crime being investigated by the judicial authorities or suspected of violating laws
and regulations and being investigated by the China Securities Regulatory
Commission, nor behavior of suspected crime or violation of the laws and rules has
been terminated for 36 months. 4. There is no such case that the Declarant is not
allowed to participate in any major assets restructuring of listed companies in
accordance with Article 13 of the Interim Provisions on Strengthening the
Supervision of Abnormal Transaction of Stocks Related to Major Assets
Restructuring of Listed Companies, that is, “being investigated on suspicion of
insider trading related to the major assets restructuring of listed companies or
54
深圳市深粮控股股份有限公司 2018 年年度报告全文
suffering administrative penalties by CSRC or being investigated for criminal
responsibility by judicial authorities”.
Cao Yu; Ni Yue; Zhu Other Commitment Letter on the Authenticity, Accuracy and Integrity of the Information 2018-06-08 2018-11- Complete
Junming commitme Provided: Shenzhen Shenbao Industrial Co., Ltd. intends to purchase the 100% 12 d
nts equity of Shenzhen Cereals Group Co., Ltd. held by Shenzhen Fude State-owned
Capital Operation Co. Ltd. (hereinafter referred to as “Fude Capital”) through
issuance of shares. In response to the above transactions, as the
Director/Supervisor/Senior Management of Fude Capital (hereinafter referred to as
the “committed person”), I have made the following commitments: 1. The
information and materials provided by the committed person for this major asset
restructuring are true, accurate and complete, and there are no false records,
misleading statements or major omissions. 2. The information provided by the
committed person to the intermediaries participating in this major asset
reorganization is the true, accurate and complete source written materials or copy
materials, the copy or copies of the materials are consistent with their source
materials or original copies; the signatures and the seals of all documents are true
and there are no false records, misleading statements or major omissions. 3. The
explanations and confirmations issued by the committed person for this major asset
restructuring are true, accurate and complete, and there are no false records,
misleading statements or major omissions. 4. If the information provided or
disclosed by the committed person for this transaction is suspected of false records,
misleading statements or major omissions or is investigated by the judicial
authorities or investigated by the China Securities Regulatory Commission, before
the conclusion of the investigation, the shares that own rights and interests in the
listed company will not be transferred, and the written application for suspicion of
transfer and the stock account should be submitted to the board of directors of listed
company within two trading days of receipt of the notice of filing the investigation,
and the board of directors shall apply for lock-up to the stock exchange and the
registration and settlement company on its behalf; If the application for lock-up is
55
深圳市深粮控股股份有限公司 2018 年年度报告全文
not submitted within two trading days, the board of directors is authorized to verify
and directly submit the identity information and account information of the
committed person directly to the stock exchange and the registration and settlement
company and apply for lock-up; if the board of directors fails to submit the identity
information of the committed person to the stock exchange and the registration and
settlement company, authorize the stock exchange and the registration and settlement
company directly lock the relevant shares. If the investigation concludes that there
is a violation of the laws and rules, the committed person will promise to lock up the
shares and voluntarily use for the compensation arrangements for relevant investors.
Chen Chansong; Fan Other Commitment and Statement on No Major Violations and Integrity: Shenzhen 2018-06-08 2018-11- Complete
Zhiqing; Huang Yu; Li commitme Shenbao Industrial Co., Ltd. (hereinafter referred to as “Listed Company”) intends 12 d
Fang; Li Xinjian; Li nts to purchase the 100% equity of Shenzhen Cereals Group Co., Ltd. held by the
Yiyan; Lin Hong; Liu shareholders of Shenzhen Cereals Group Co., Ltd. through issuance of shares. In
Zhengyu; Luo response to the above transactions, I have made the following commitments as
Longxin; Ni Yue; director/supervisor/senior management of Listed Company (hereinafter referred to
Qian Xiaojun; Wang as the “Declarant”): 1. The Declarant has not received administrative penalties from
Huimin; Wang Li; the China Securities Regulatory Commission in the last 36 months, or has been
Wang Zhiping; Wu publicly condemned by the stock exchange in the past 12 months. 2. The Declarant
Shuping; Yan Zesong; does not have suspected crime being investigated by the judicial authorities or
Yao Xiaopeng; Zhang suspected of violating laws and regulations and being investigated by the China
Guodong and Zheng Securities Regulatory Commission; 3. There is no such case that the Declarant is not
Yuxi allowed to participate in any major assets restructuring of listed companies in
accordance with Article 13 of the Interim Provisions on Strengthening the
Supervision of Abnormal Transaction of Stocks Related to Major Assets
Restructuring of Listed Companies, that is, “being investigated on suspicion of
insider trading related to the major assets restructuring of listed companies or
suffering administrative penalties by CSRC or being investigated for criminal
responsibility by judicial authorities”. 4. The Declarant does not use insider
information to buy or sell related securities before the transaction information is
56
深圳市深粮控股股份有限公司 2018 年年度报告全文
disclosed, nor disclose inside information or use inside information to advise others
to buy and sell related securities and other insider transaction behavior. If I violate
the above commitments, I will bear all the losses caused to Shenshenbao.
Chen Chansong; Fan Other Commitment Letter on the Authenticity, Accuracy and Integrity of the Information 2018-06-08 2018-11- Complete
Zhiqing; Huang Yu; Li commitme Provided: Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Listed 12 d
Fang; Li Xinjian; Li nts Company”) intends to purchase the 100% equity of Shenzhen Cereals Group Co.,
Yiyan; Lin Hong; Liu Ltd. held by the shareholders of Shenzhen Cereals Group Co., Ltd. through issuance
Zhengyu; Luo of shares. In response to the above transactions, as the Director/Supervisor/Senior
Longxin; Ni Yue; Management of the Listed Company (hereinafter referred to as the “committed
Qian Xiaojun; Wang person”), I have made the following commitments: 1. The Declarant has not received
Huimin; Wang Li; administrative penalties from the China Securities Regulatory Commission in the
Wang Zhiping; Wu last 36 months, or has been publicly condemned by the stock exchange in the past
Shuping; Yan Zesong; 12 months. 2. The Declarant does not have suspected crime being investigated by
Yao Xiaopeng; Zhang the judicial authorities or suspected of violating laws and regulations and being
Guodong and Zheng investigated by the China Securities Regulatory Commission. 3. There is no such
Yuxi case that the Declarant is not allowed to participate in any major assets restructuring
of listed companies in accordance with Article 13 of the Interim Provisions on
Strengthening the Supervision of Abnormal Transaction of Stocks Related to Major
Assets Restructuring of Listed Companies, that is, “being investigated on suspicion
of insider trading related to the major assets restructuring of listed companies or
suffering administrative penalties by CSRC or being investigated for criminal
responsibility by judicial authorities”. 4. The Declarant does not use insider
information to buy or sell related securities before the transaction information is
disclosed, nor disclose inside information or use inside information to advise others
to buy and sell related securities and other insider transaction behavior. If I violate
the above commitments, I will bear all the losses caused to Shenshenbao.
Ni Yue; Wang Other Commitment on No Reducing Shareholding and plan of share reduction: I hereby 2018-06-08 2018-11- Complete
57
深圳市深粮控股股份有限公司 2018 年年度报告全文
Huimin; Wang Li commitme promises that from the signing date of the commitment letter to the completion of 12 d
nts the restructuring, I will not reduce the shareholding of Shenshenbao, nor has the
plan to reduce the shareholding of the listed company. Hereby notify
Shenzhen Fude State- Share Commitment Letter on the Subscription of Non-Public Issuance of Shares of 2018-06-08 2018-11- Complete
owned Capital increase Shenzhen Shenbao Industrial Co., Ltd.: In view of the fact that Shenzhen Shenbao 12 d
Operation Co., Ltd. commitme Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao”) intends to acquire
nt 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as the
“target company”) held by Shenzhen Fude State-owned Capital Operation Co. Ltd.
(hereinafter referred to as “the Company”) by issuing shares to purchase assets, the
Company has made the following commitments: 1. The Company does not have the
following situations stipulated in Article 6 of Administrative Measures On
Acquisition Of Listed Companies: (1) using the acquisition of the listed company to
damage the legitimate rights and interests of the acquired company and its
shareholders; (2) having a relatively large amount of debts, failing to pay due, and
being in a continuous state; (3) having major illegal acts or suspected of being
involved in major illegal acts in the past three years; (4) having serious dishonest
behavior at securities market in the past three years; (5) other situations that are not
allowed to acquire the listed company by the laws, administrative laws and
regulations, and the China Securities Regulatory Commission. 2. The Company and
its key management personnel have not received administrative penalties (except for
those clearly irrelevant to the securities market) or criminal penalties, nor involved
in major civil litigation or arbitration related to economic disputes in the past five
years.
Shenzhen Fude State- Other Commitment Letter on Inside Information: In view of the fact that Shenzhen 2018-06-08 2018-11- Complete
owned Capital commitme Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao”) intends to 12 d
Operation Co., Ltd. nts acquire 100% equity of Shenzhen Cereals Group Co., Ltd. held by Shenzhen Fude
State-owned Capital Operation Co. Ltd. (hereinafter referred to as “the Company”)
by issuing shares to purchase assets, the Company has made the following
commitments: The company does not disclose relevant inside information of the
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深圳市深粮控股股份有限公司 2018 年年度报告全文
restructuring nor use the inside information for insider trading. If the Company
violates the above commitments, it will bear all the losses caused to Shenshenbao.
Shenzhen Fude State- Other Confirmation Letter on the Ownership of Underlying Assets of the Restructuring 2018-06-08 2018-11- Complete
owned Capital commitme Transaction: In view of the fact that Shenzhen Shenbao Industrial Co., Ltd. 12 d
Operation Co., Ltd. nts (hereinafter referred to as “Shenshenbao”) intends to acquire 100% equity of
Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as the “target company”)
held by Shenzhen Fude State-owned Capital Operation Co. Ltd. (hereinafter referred
to as “the Company”) by issuing shares to purchase assets, the Company has made
the following commitments: 1. The Company is an enterprise registered in the
People’s Republic of China and has full capacity for civil conduct, and it has the
legal subject qualification to participate in this restructuring and sign an agreement
with Shenshenbao, and fulfill its rights and obligations under the agreement. 2. The
Company has fulfilled its capital contribution obligations to the target company in
accordance with the law, and there is no feigned capital contribution, deferred capital
contribution, withdrawal of capital contribution, or other behavior which violates its
obligations and responsibilities as a shareholder, nor any situation that may affect
the legal existence of the target company. 3. There is no ownership dispute or
potential ownership disputes in the equity of the target company, nor any situation
that may affect the legal existence of the target company. 4. The equity of the target
company held by the Company is actually legally owned, there is no dispute over
ownership or potential ownership disputes, there is no trust, entrusted shareholding
or similar arrangement, and there is no promise or arrangement prohibiting the
transfer or restricting the transfer. There is also no pledge, blocking, seizure, property
preservation or other rights restrictions, nor litigation, arbitration or other forms of
disputes that affect the restructuring. At the same time, the Company guarantees that
the equity of the target company will remain in the states until it is registered to
Shenshenbao. 5. The equity of the target company held by the Company is the asset
with clear ownership, and it is promised that there will be no legal obstacles to the
stock transfer after the approval of the China Securities Regulatory Commission,
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深圳市深粮控股股份有限公司 2018 年年度报告全文
and there is no dispute over rights and obligations, it is also promised that the transfer
of ownership of the shares will be completed within the agreed time limit. 6. Before
registering the change of the shareholding of the target company to be under the
name of Shenshenbao, the Company will guarantee the normal, orderly and legal
operation of the target company, and ensure that the target company does not carry
out asset disposal and external guarantees unrelated to normal production and
operation, nor increase the behavior of major debts, and ensure that the target
company does not illegally transfer, hide assets and business. If there is a need to
conduct actions related to the foregoing matters, it must be implemented with the
written consent of Shenshenbao under the premise of not violating national laws,
regulations and regulatory documents. 7. The Company guarantees that there is no
litigation, arbitration or dispute that affects or potentially affects the Company’s
transfer of the target company’s equity held by the Company, and guarantees that
there are no restrictions in all agreements or contracts signed by the Company which
hinder the Company from transferring the equity of the target company it holds.
There are no restrictive clauses in the articles of association, internal control system
documents and the signed contracts or agreements of the target company that prevent
the Company from transferring the equity of the target company it holds.
Shenzhen Fude State- Other Commitment Letter on the Authenticity, Accuracy and Integrity of the Provided 2018-06-08 2018-11- Complete
owned Capital commitme Information: in viewing of Shenzhen Shenbao Industrial Co., Ltd purchase 100 12 d
Operation Co., Ltd. nts percent equity of Shenzhen Cereals Group Co., Ltd held by Shenzhen Fude State-
owned Capital Operation Co., Ltd. (hereinafter referred to as the company) in way
of share issuing, the company made commitments as: 1. The information and
materials provided by the committed person for this major asset restructuring are
true, accurate and complete, and there are no false records, misleading statements or
major omissions. 2. The information provided by the committed person to the
intermediaries participating in this major asset reorganization is the true, accurate
and complete source written materials or copy materials, the copy or copies of the
materials are consistent with their source materials or original copies; the signatures
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深圳市深粮控股股份有限公司 2018 年年度报告全文
and the seals of all documents are true and there are no false records, misleading
statements or major omissions. 3. The explanations and confirmations issued by the
committed person for this major asset restructuring are true, accurate and complete,
and there are no false records, misleading statements or major omissions. 4. The
promisor will provide information about the reorganization to listed company timely,
if the listed company or an investor suffers losses due to the existence of false
records, misleading statements or major omissions in the information provided, the
promisor shall be liable for compensation according to law. 5. If the information
provided or disclosed by the committed person for this transaction is suspected of
false records, misleading statements or major omissions or is investigated by the
judicial authorities or investigated by the China Securities Regulatory Commission,
before the conclusion of the investigation, the shares that own rights and interests in
the listed company will not be transferred, and the written application for suspicion
of transfer and the stock account should be submitted to the board of directors of
listed company within two trading days of receipt of the notice of filing the
investigation, and the board of directors shall apply for lock-up to the stock exchange
and the registration and settlement company on its behalf; If the application for lock-
up is not submitted within two trading days, the board of directors is authorized to
verify and directly submit the identity information and account information of the
committed person directly to the stock exchange and the registration and settlement
company and apply for lock-up; if the board of directors fails to submit the identity
information of the committed person to the stock exchange and the registration and
settlement company, authorize the stock exchange and the registration and settlement
company directly lock the relevant shares. If the investigation concludes that there
is a violation of the laws and rules, the committed person will promise to lock up the
shares and voluntarily use for the compensation arrangements for relevant investors.
6. The committed person agrees to bear individual and joint legal liability for the
authenticity, accuracy and completeness of the information provided
Shenzhen Cereals Other Commitment and Statement on No Major Violations and Integrity: Shenzhen 2018-06-08 2018-11- Complete
Group Co., Ltd commitme Shenbao Industrial Co., Ltd. intends to purchase the 100% equity of Shenzhen 12 d
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深圳市深粮控股股份有限公司 2018 年年度报告全文
nts Cereals Group Co., Ltd (hereinafter referred to as the company) held by Shenzhen
Fude State-owned Capital Operation Co. Ltd.through issuance of shares. In response
to the above transactions, the company made the following commitments: 1. The
company has not been subject to administrative penalties and criminal penalties from
the securities market or involved in major civil litigation or arbitration related to
economic disputes in the past 5 years, and there are currently no outstanding or
foreseeable major litigation, arbitration and administrative punishment cases, nor
suspected crime being investigated by the judicial authorities or suspected of
violating laws and regulations and being investigated by the China Securities
Regulatory Commission; there are no cases of failure to repay large debts on time or
failure to fulfill commitments, nor administrative supervision taken by the China
Securities Regulatory Commission, or disciplinary action taken by the stock
exchange. 2. The Company does not have the case that the suspected crime is being
investigated by the judicial authorities or suspected of violating the law and being
investigated by the China Securities Regulatory Commission, or the alleged crime
or illegality has been terminated for 36 months. 3. The Company has not been
publicly condemned by the stock exchange in the last 36 months, and there are no
other major dishonest acts. 4. There is no such case that the Company is not allowed
to participate in any major assets restructuring of listed companies in accordance
with Article 13 of the Interim Provisions on Strengthening the Supervision of
Abnormal Transaction of Stocks Related to Major Assets Restructuring of Listed
Companies, that is, “being investigated on suspicion of insider trading related to the
major assets restructuring of listed companies or suffering administrative penalties
by CSRC or being investigated for criminal responsibility by judicial
authorities”. 5. Except for major lawsuits and arbitration disclosed in the
Restructuring Report, the Company and its branches, wholly-owned and holding
subsidiaries do not currently have other outstanding or foreseeable major lawsuits
and arbitration cases involving more than 10 million yuan. 6. Except for the
administrative penalties disclosed in the Restructuring Report, the Company and its
branches, wholly-owned and holding subsidiaries have no act which violates the
62
深圳市深粮控股股份有限公司 2018 年年度报告全文
industrial and commercial, taxation, land, food safety, construction, planning,
environmental protection, fire protection, quality supervision or other laws and
administrative regulations, received administrative punishment, and have serious
circumstances since January 1, 2015. 7. The Company and its branches, wholly-
owned and holding subsidiaries have no food safety incidents since January 1, 2015.
8. The Company does not have any illegal guarantee for the controlling shareholder,
the actual controller and other enterprises controlled by it.
Shenzhen Cereals Other Commitment Letter on the Authenticity, Accuracy and Integrity of the Provided 2018-06-08 2018-11- Complete
Group Co., Ltd commitme Information: in viewing of Shenzhen Shenbao Industrial Co., Ltd purchase 100 12 d
nts percent equity of Shenzhen Cereals Group Co., Ltd (hereinafter referred to as the
company) in way of share issuing, the company made commitments as: 1. The
information and materials provided by the company for this major asset restructuring
are true, accurate and complete, and there are no false records, misleading statements
or major omissions. 2. The information provided by the company to the
intermediaries participating in this major asset reorganization is the true, accurate
and complete source written materials or copy materials, the copy or copies of the
materials are consistent with their source materials or original copies; the signatures
and the seals of all documents are true and there are no false records, misleading
statements or major omissions. 3. The explanations and confirmations issued by the
company for this major asset restructuring are true, accurate and complete, and there
are no false records, misleading statements or major omissions.
Shenzhen Agricultural Other Commitment and Statement on No Major Violations and Integrity: in viewing of 2018-06-08 2018-11- Complete
Products Co., Ltd. commitme Shenzhen Shenbao Industrial Co., Ltd purchase 100 percent equity of Shenzhen 12 d
nts Cereals Group Co., Ltd in way of share issuing, as the person acing in concert withe
the acquirer, Shenzhen Agricultural Products Co., Ltd. (hereinafter referred to as
the company) made commitments as: 1. The company has not been subject to
administrative penalties and criminal penalties from the securities market or
involved in major civil litigation or arbitration related to economic disputes in the
past 5 years, and there are currently no outstanding or foreseeable major litigation,
63
深圳市深粮控股股份有限公司 2018 年年度报告全文
arbitration and administrative punishment cases, nor suspected crime being
investigated by the judicial authorities or suspected of violating laws and regulations
and being investigated by the China Securities Regulatory Commission; there are no
cases of failure to repay large debts on time or failure to fulfill commitments, nor
administrative supervision taken by the China Securities Regulatory Commission,
or disciplinary action taken by the stock exchange. 2. The company does not have
the case that the suspected crime is being investigated by the judicial authorities or
suspected of violating the law and being investigated by the China Securities
Regulatory Commission, or the alleged crime or illegality has been terminated for
36 months. 3. The company has not been publicly condemned by the stock exchange
in the last 36 months, and there are no other major dishonest acts. 4. There is no such
case that the Company is not allowed to participate in any major assets restructuring
of listed companies in accordance with Article 13 of the Interim Provisions on
Strengthening the Supervision of Abnormal Transaction of Stocks Related to Major
Assets Restructuring of Listed Companies, that is, “being investigated on suspicion
of insider trading related to the major assets restructuring of listed companies or
suffering administrative penalties by CSRC or being investigated for criminal
responsibility by judicial authorities”. 5. Before the disclosure of this transaction
information, the Company does not use insider information to buy or sell related
securities or to disclose inside information, or use inside information to advise others
to buy and sell related securities and other insider transaction behavior. 6. There is
no such case that the Company is not allowed to have non-public offering of shares
due to the violation of the provisions of Article 39 of the Administration Measures
for the Securities Issuance of Listed Companies.
Shenzhen Agricultural Other Commitment Letter on the Authenticity, Accuracy and Integrity of the Provided 2018-06-08 2018-11- Complete
Products Co., Ltd. commitme Information: Shenzhen Shenbao Industrial Co., Ltd (hereinafter referred to as 12 d
nts Shenshenbao or the listed company) purchase 100 percent equity of SZCG form
shareholder of Shenzhen Cereals Group Co., Ltd (hereinafter referred to as SZCG or
the target company) in way of share issuing. As the person acting in concert with the
acquirer, Shenzhen Agricultural Products Co., Ltd. (hereinafter referred to as
64
深圳市深粮控股股份有限公司 2018 年年度报告全文
committed person) made commitments as: 1. The information and materials
provided by the committed person for this major asset restructuring are true, accurate
and complete, and there are no false records, misleading statements or major
omissions. 2. The information provided by the committed person to the
intermediaries participating in this major asset reorganization is the true, accurate
and complete source written materials or copy materials, the copy or copies of the
materials are consistent with their source materials or original copies; the signatures
and the seals of all documents are true and there are no false records, misleading
statements or major omissions. 3. The explanations and confirmations issued by the
committed person for this major asset restructuring are true, accurate and complete,
and there are no false records, misleading statements or major omissions. 4. If the
information provided or disclosed by the committed person for this transaction is
suspected of false records, misleading statements or major omissions or is
investigated by the judicial authorities or investigated by the China Securities
Regulatory Commission, before the conclusion of the investigation, the shares that
own rights and interests in the listed company will not be transferred, and the written
application for suspicion of transfer and the stock account should be submitted to
the board of directors of listed company within two trading days of receipt of the
notice of filing the investigation, and the board of directors shall apply for lock-up
to the stock exchange and the registration and settlement company on its behalf; If
the application for lock-up is not submitted within two trading days, the board of
directors is authorized to verify and directly submit the identity information and
account information of the committed person directly to the stock exchange and the
registration and settlement company and apply for lock-up; if the board of directors
fails to submit the identity information of the committed person to the stock
exchange and the registration and settlement company, authorize the stock exchange
and the registration and settlement company directly lock the relevant shares. If the
investigation concludes that there is a violation of the laws and rules, the committed
person will promise to lock up the shares and voluntarily use for the compensation
arrangements for relevant investors. 5. The committed person agrees to bear
65
深圳市深粮控股股份有限公司 2018 年年度报告全文
individual and joint legal liability for the authenticity, accuracy and completeness of
the information provided
Shenzhen Shenbao Other Commitment and Statement on No Major Violations and Integrity: in viewing of 2018-06-08 2018-11- Complete
Industrial Co., Ltd. commitme Shenzhen Shenbao Industrial Co., Ltd (hereinafter referred to as the company) 12 d
nts purchase 100 percent equity of Shenzhen Cereals Group Co., Ltd in way of share
issuing, the company made commitments as: 1. The company has not been subject
to administrative penalties and criminal penalties from the securities market or
involved in major civil litigation or arbitration related to economic disputes in the
past 5 years, and there are currently no outstanding or foreseeable major litigation,
arbitration and administrative punishment cases, nor suspected crime being
investigated by the judicial authorities or suspected of violating laws and regulations
and being investigated by the China Securities Regulatory Commission; there is no
failure to repay large debts on time, no failure to fulfill commitments, nor
administrative supervision measures taken by the China Securities Regulatory
Commission, nor disciplinary action made by the stock exchange. 2. The company
does not have suspected crime being investigated by the judicial authorities or
suspected of violating laws and regulations and being investigated by the China
Securities Regulatory Commission, nor behavior of suspected crime or violation of
the laws and rules has been terminated for 36 months. 3. The company has not been
publicly condemned by the stock exchange in the last 36 months, and there are no
other major dishonest acts. 4. There is no such case that the company is not allowed
to participate in any major assets restructuring of listed companies in accordance
with Article 13 of the Interim Provisions on Strengthening the Supervision of
Abnormal Transaction of Stocks Related to Major Assets Restructuring of Listed
Companies, that is, “being investigated on suspicion of insider trading related to the
major assets restructuring of listed companies or suffering administrative penalties
by CSRC or being investigated for criminal responsibility by judicial authorities”. 5.
The company does not use insider information to buy or sell related securities before
the transaction information is disclosed, nor disclose inside information or use inside
information to advise others to buy and sell related securities and other insider
66
深圳市深粮控股股份有限公司 2018 年年度报告全文
transaction behavior.6. There is no such case that the Company is not allowed to
have non-public offering of shares due to the violation of the provisions of Article
39 of the Administration Measures for the Securities Issuance of Listed Companies.
Shenzhen Shenbao Other Commitment Letter on the Authenticity, Accuracy and Integrity of the Provided 2018-06-08 2018-11- Complete
Industrial Co., Ltd. commitme Information: in viewing of Shenzhen Shenbao Industrial Co., Ltd (hereinafter 12 d
nts referred to as the company) purchase 100 percent equity of Shenzhen Cereals
Group Co., Ltd in way of share issuing, the company made commitments as: 1.
The information and materials provided by the company for this major asset
restructuring are true, accurate and complete, and there are no false records,
misleading statements or major omissions. 2. The information provided by the
company to the intermediaries participating in this major asset reorganization is the
true, accurate and complete source written materials or copy materials, the copy or
copies of the materials are consistent with their source materials or original copies;
the signatures and the seals of all documents are true and there are no false records,
misleading statements or major omissions.3. The explanations and confirmations
issued by the company for this major asset restructuring are true, accurate and
complete, and there are no false records, misleading statements or major
omissions.4. The company agrees to bear individual and joint legal liability for the
authenticity, accuracy and completeness of the information provided
Shenzhen Fude State- Commitm Commitment Letter on Avoiding Horizontal Competition: In view of the fact that 2018-06-08 Impleme Normal
owned Capital ents on Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Listed Company”) nt as performa
Operation Co., Ltd. inter- intends to acquire 100% equity of Shenzhen Cereals Group Co., Ltd. held by promised nce
industry Shenzhen Fude State-owned Capital Operation Co. Ltd. (hereinafter referred to as
competitio “the Company”) by issuing shares to purchase assets, the Company has made the
n, related following commitments: 1. As of the issue date of this Commitment Letter, the
transactio Company and other enterprises controlled by the Company have not engaged in any
ns and business or activity that directly or indirectly constitute horizontal competition to the
capital Listed Company and its subsidiaries in the business, and guarantees that it will not
occupancy engage or induce any enterprise controlled by the Company to engage in any
business or activity that directly or indirectly constitute horizontal competition to the
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Listed Company and its subsidiaries in the future. 2. If the business opportunity
obtained by the Company and other enterprises controlled by the Company
constitutes horizontal competition or may constitute horizontal competition to the
main business of the Listed Company and its subsidiaries, the Company will
immediately notify the Listed Company and try its best to give the business
opportunity to the Listed Company to avoid horizontal competition or potential
horizontal competition with the Listed Company and its subsidiaries and ensure the
interests of Listed Company and other shareholders of Listed Company are not
impaired. 3. If the main business of the Listed Company and its subsidiaries
constitutes horizontal competition or may constitute horizontal competition to the
Company and other enterprises controlled by the Company due to business
development or extension, the Company and other enterprises controlled by the
Company shall take the following feasible measures based on specific circumstance
to avoid competition with the Listed Company: (1) Stop business that constitutes
competition or may constitute competition to the Listed Company; (2)Transfer the
competitive businesses and assets to the Listed Company at fair prices; (3) Transfer
the competitive business to an unrelated third party; (4) Other ways to protect the
interests of the Listed Company; 4. If the Company violates the above commitments
and causes losses to the Listed Company, the Company will compensate the Listed
Company for the incurred losses after the losses are determined. 5. The above
commitments continue to be valid during the period when the Company is the
controlling shareholder of the Listed Company.
Shenzhen Fude State- Commitm Commitment Letter on Reducing and Regulating Related Transactions: In view of 2018-06-08 Impleme Normal
owned Capital ents on the fact that Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Listed nt as performa
Operation Co., Ltd. inter- Company”) intends to acquire 100% equity of Shenzhen Cereals Group Co., Ltd. promised nce
industry held by Shenzhen Fude State-owned Capital Operation Co. Ltd. (hereinafter referred
competitio to as “the Company”) by issuing shares to purchase assets, the Company has made
n, related the following commitments: 1. The enterprises directly or indirectly controlled or
transactio affected by the Company and the restructured company and its holding companies
ns and will regulate and minimize the related transactions. For related transactions that
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深圳市深粮控股股份有限公司 2018 年年度报告全文
capital cannot be avoided or have reasonable reasons to occur, the Company promises to
occupancy follow the market-oriented principle of justice, fairness and openness, and sign
agreements in accordance with relevant laws and regulations, regulatory documents
and articles of association, perform legal procedures, fulfill information disclosure
obligations and handle relevant approval procedures in accordance with the law, and
ensure not to damage the legitimate rights and interests of the company and other
shareholders through related transactions. 2. The enterprises directly or indirectly
controlled or affected by the Company will strictly avoid borrowing from the
company and its holding and shareholding companies, occupying the funds of the
company and its holding and shareholding companies, or embezzling the company’s
funds by taking advance payments and compensatory debts from the company and
its holding and shareholding companies. 3. After the completion of this transaction,
the Company will continue to exercise its shareholder rights in strict accordance with
the relevant laws and regulations, regulatory documents and the relevant provisions
of the Articles of Association; and fulfill its obligation of avoiding voting when the
company’s general meeting of shareholders is voting on related transactions
involving the Company. 4. The Company guarantees not to obtain any improper
interests through the related transactions or cause the company and its holding and
shareholding companies to bear any wrongful obligations. If the company or its
holding and shareholding companies suffer loses or the interests of the company or
its holding and shareholding companies are embezzled by related transactions, the
Company will the losses of the company and its holding and shareholding
companies.
Shenzhen Fude State- Other Commitment on the Standardized Operation of Listed Company: Shenzhen Shenbao 2018-06-08 Impleme Normal
owned Capital commitme Industrial Co., Ltd. intends to purchase 100% equity of Shenzhen Cereals Group nt as performa
Operation Co., Ltd. nts Co., Ltd. (hereinafter referred to as “SZCG”) held by Shenzhen Fude State-owned promised nce
Capital Operation Co. Ltd. (hereinafter referred to as “the Company”) through
issuance of shares. In response to the above transactions, the Company has made the
following commitments: After the completion of this transaction, the committed
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深圳市深粮控股股份有限公司 2018 年年度报告全文
person promises to ensure that the listed company will strictly follow the
requirements of laws and regulations such as the “Guidelines for the Governance of
Listed Companies” and the changes in internal management and external operation
and development of listed company to revise the “Articles of Association” and
related rules of procedure so as to adapt to the business operations and corporate
governance requirements after the reorganization, continue to improve the
governance structure of listed company, continuously strengthen the system
construction to form a corporate governance structure that each performs their own
duties, effectively checks and balances, makes scientific decisions and coordinates
the operation so as to more effectively and feasibly protect the interests of the listed
company and all its shareholders. The committed person will urge the listed
company to perform the functions of the shareholders’ meeting in strict accordance
with the “Articles of Association” and the “Rules of Procedures of the Shareholders
Meeting”, ensure that all shareholders, especially small and medium shareholders,
enjoy equal rights as stipulated by laws, administrative regulations and the Articles
of Association, and ensure that all shareholders legally exercise their rights and
interests. The committed person will also urge the listed company to further improve
the institutional requirements of the board of directors, ensure that the board of
directors fairly, scientifically and efficiently makes decisions, ensure that
independent directors can perform their duties in accordance with laws and
regulations during their employment, actively understand the various operations of
the listed company, consciously perform responsibilities, play a positive role in the
scientific decision-making of the board of directors and the development of the listed
company, promote the sound development of the listed company, and effectively
safeguard the overall interests of the listed company and the interests of small and
medium-sized shareholders. In addition, the Company will urge the listed company
to give full play to the positive role of independent directors in regulating the
operation of the company, strictly abide by relevant national laws, regulations, rules
and relevant provisions of the Articles of Association to select independent directors,
and further enhance corporate governance.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenzhen Fude State- Other Commitment Letter on the Legal Compliance of the Underlying Asset Operation: 2018-06-08 Impleme Normal
owned Capital commitme Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao”, nt as performa
Operation Co., Ltd. nts “Listed Company”) intends to purchase 100% equity of Shenzhen Cereals Group promised nce
Co., Ltd. (hereinafter referred to as “SZCG”, “Target Company”) held by Shenzhen
Fude State-owned Capital Operation Co. Ltd. (hereinafter referred to as “the
Company”) through issuance of shares. The Company has made the following
commitments: 1. The Target Company is a limited liability company established
according to law and is validly existing, possesses statutory business qualifications,
and the Target Company has obtained all the approvals, consents, authorizations and
licenses required for its establishment and operation, and all approvals, consents and
authorizations and licenses are valid and there is no reason or case that may result in
the invalidation of the above approvals, consents, authorizations and licenses. 2. The
Target Company has no major violations of laws and regulations in the production
and operation in the last three years, there is no case that the Target Company should
be terminated according to relevant laws, regulations, normative documents and the
company’s articles of association. Except for litigations, arbitrations and
administrative penalties disclosed in the Restructuring Report, the Target Company
does not have any unsettled or foreseeable major litigation, arbitration and
administrative penalty that adversely affect its operations or the amount is more than
10 million yuan. 3. The Target Company will perform the labor contracts with its
employees independently and completely. 4. If the Target Company is subject to the
fees or penalties of the relevant competent authorities in terms of industry and
commerce, taxation, employee salaries, social security, housing provident fund,
business qualifications or industry supervisors due to the facts already existing
before the reorganization, the Company will fully compensates all the outstanding
fees of the Target Company and bear all the losses suffered by Shenshenbao and the
Target Company. 5. The Target Company legally owns the ownership and/or use
rights of the offices, office equipment, trademarks and other assets required for
normal production and operation, has independent and complete assets and business
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深圳市深粮控股股份有限公司 2018 年年度报告全文
structure, and has legal ownership of its main assets, and the ownership of assets is
clear. 6. There is no case that the Target Company impedes the transfer of ownership
of the company, such as litigation, arbitration, judicial enforcement, etc., and there
is no external guarantee that violates the law or the articles of association. After this
reorganization, if the Company violates the above commitments and causes losses
to Shenshenbao and the Target Company, the Company agrees to bear the
aforementioned compensation/ liability for damage to Shenshenbao/ Target
Company.
Shenzhen Fude State- Other Commitment on the Independence of Listed Company: In view of the fact that 2018-06-08 Impleme Normal
owned Capital commitme Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao”) nt as performa
Operation Co., Ltd. nts intends to acquire 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter promised nce
referred to as “Target Company”) held by Shenzhen Fude State-owned Capital
Operation Co. Ltd. (hereinafter referred to as “the Company”) by issuing shares to
purchase assets, the Company has made the following commitments: 1. Guarantee
the independence of the personnel of Shenshenbao and the Target Company (1)
Guarantee that the labor, personnel and compensation management of Shenshenbao
and Target Company are completely independent of the Company and other
companies and enterprises controlled by the Company or other economic
organizations and related parties after the completion of this restructuring. (2)
Guarantee that the senior management personnel of Shenshenbao and Target
Company are fully employed in Shenshenbao and Target Company and receive
remuneration after the completion of this restructuring, and do not hold any post
except for directors and supervisors in the Company and other companies,
enterprises controlled by the Company or other economic organizations and related
parties. (3) Ensure not to intervene into the shareholders’ meeting and the board of
directors of Shenshenbao and Target Company to exercise their powers to determine
the appointment and dismissal of personnel after the completion of this restructuring.
2. Guarantee the institutional independence of Shenshenbao and Target Company
(1) After the completion of this restructuring, Shenshenbao and Target Company will
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深圳市深粮控股股份有限公司 2018 年年度报告全文
establish a sound corporate governance structure and have an independent and
complete organization. (2) After the completion of this restructuring, the
shareholders meeting, the board of directors and the board of supervisors of
Shenshenbao and Target Company shall independently exercise their functions and
powers in accordance with the laws, regulations and the articles of association of
Shenshenbao and Target Company. 3. Ensure that the assets of Shenshenbao and
Target Company are independent and complete. (1) After the completion of this
restructuring, Shenshenbao and Target Company shall have independent and
complete assets related to production and operation. (2) Ensure that the site for
business operation of Shenshenbao and Target Company are independent of the
Company and other companies and enterprises controlled by the Company or other
economic organizations and related parties after the completion of this restructuring.
(3) In addition to normal business transactions, after the completion of this
restructuring, Shenshenbao and Target Company do not have funds and assets which
are occupied by the Company and other companies and enterprises controlled by the
Company or other economic organizations and related parties. 4. Guarantee the
business independence of Shenshenbao and Target Company (1) After the
completion of this restructuring, Shenshenbao and Target Company shall have the
relevant qualifications for independent business activities, and have the market-
oriented independent, autonomous and sustainable operation capabilities. (2) After
the completion of this restructuring, the Company and other companies and
enterprises controlled by the Company or other economic organizations and related
parties shall reduce the related transactions with Shenshenbao and Target Company
and other companies and enterprises controlled by them or other economic
organizations; for the necessary and unavoidable related transactions, guarantee the
fair operation according to market principles and fair prices, and perform relevant
approval procedures and information disclosure obligations in accordance with
relevant laws, regulations and regulatory documents. 5. Guarantee the financial
independence of Shenshenbao and Target Company (1) Ensure that Shenshenbao
and Target Company will establish an independent financial department and an
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深圳市深粮控股股份有限公司 2018 年年度报告全文
independent financial accounting system, and a standardized and independent
financial accounting system after the completion of this restructuring. (2) Ensure that
Shenshenbao and Target Company will open an independent bank account after the
completion of this restructuring, and will not share bank accounts with the Company
and other companies and enterprises controlled by the Company or other economic
organizations and other related parties. (3) After the completion of this restructuring,
the financial personnel of Shenshenbao and Target Company shall not take part-time
jobs in the Company and other companies and enterprises controlled by the
Company or other economic organizations and related parties. (4) After the
completion of this restructuring, Shenshenbao and Target Company shall be able to
make financial decisions independently, the Company shall not interfere with the use
of funds of Shenshenbao and Target Company. (5) After the completion of this
restructuring, Shenshenbao and Target Company shall pay taxes independently
according to law. If the Company violates the above commitments, it will bear all
the losses caused to Shenshenbao and Target Company.
Shenzhen Fude State- Commitm Commitment to Avoid Occupation of Non-operating Capital: Shenzhen Shenbao 2018-06-08 Impleme Normal
owned Capital ents on Industrial Co., Ltd. intends to acquire 100% equity of Shenzhen Cereals Group Co., nt as performa
Operation Co., Ltd., inter- Ltd. (hereinafter referred to as “SZCG”) held by Shenzhen Fude State-owned Capital promised nce
Shenzhen Agricultural industry Operation Co. Ltd. (hereinafter referred to as “the Company”) through issuance of
Products Co., Ltd. competitio shares. In response to the above transactions, the Company has made the following
n, related commitments: 1. As of the issue date of this commitment letter, the committed
transactio person and its related person do not have any illegal use of funds and assets of the
ns and listed company and SZCG, and there is no case that the listed company and SZCG
capital provide illegal guarantee for the committed person and its related person. 2. After
occupancy the completion of the transaction, the committed person guarantees that the
committed person and its related person shall not illegally occupy the funds and
assets of the listed company in any way, nor require the listed company to provide
illegal guarantee for the committed person and its related person under any
circumstances, nor engage in any act to damage the legitimate rights and interests of
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深圳市深粮控股股份有限公司 2018 年年度报告全文
the listed company and other shareholders. If the committed person violates the
above commitments, it will bear all losses caused to the listed company and the target
company and other companies and enterprises controlled by them or other economic
organizations.
Shenzhen Shenbao Other Commitment related to the transactions: In view of the fact that Shenzhen Shenbao 2018-06-08 Impleme Normal
Industrial Co., Ltd. commitme Industrial Co., Ltd. (hereinafter referred to as “the Company”) intends to acquire nt as performa
nts 100% equity of Shenzhen Cereals Group Co., Ltd. held by Shenzhen Fude State- promised nce
owned Capital Operation Co. Ltd. by issuing shares to purchase assets, the Company
has made the following commitments: 1. The Company is a limited liability
company legally established and is validly existing, there is no bankruptcy,
dissolution, liquidation and other cases that it needs to be terminated in accordance
with the current effective laws, regulations, normative documents and articles of
association, the Company has publicly issued shares and listed in accordance with
the law. As a listed company, the Company has the subject qualifications of the issuer
of non-public issuance of shares and the purchaser of assets as stipulated in Chinese
laws, regulations and normative documents. 2. The Company has complied with the
laws and regulations concerning industrial and commercial administration in the past
three years. There are no records of suffering administrative penalties with a gross
violation for violating relevant industrial and commercial administrative laws and
regulations. There is no case that the Company needs to be terminated in accordance
with the current effective laws, regulations, normative documents and articles of
association. The Company does not have legal impediments to continuous operation.
3. The convening of the shareholders’ meeting, the board meeting, and the board of
supervisors meeting of the Company, the contents of the resolution and their signings
in the past three years are in compliance with the relevant laws, regulations,
normative documents and the articles of association, the convening of the
shareholders’ meeting, the board meeting, and the board of supervisors meeting of
the Company, the contents of the resolution and their signings for the last three years
are legal and valid; the authorization of the stockholders’ meeting of the Company
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深圳市深粮控股股份有限公司 2018 年年度报告全文
to the board of directors for the last three years is in compliance with relevant laws,
regulations, regulatory documents and articles of association, and is legal, compliant,
true and effective; the major decisions of the Company since listed have been legal,
compliant, true and effective. 4. There is no case that the Company’s rights and
interests are seriously damaged by the controlling shareholder or actual controller
and have not been eliminated. 5. The Company and its subsidiaries have no illegal
external guarantees and have not been released yet. 6. Prior to this restructuring, the
related transactions conducted by the Company have performed the necessary fair
and just decision-making procedures and were legal and valid. 7. The Company does
not have serious damages to the legitimate rights and interests of investors and the
public interest. 8. The implementation of this restructuring of the Company conforms
to substantive conditions of the restructuring of listed companies in accordance with
the relevant laws, regulations and normative documents, including but not limited
to: (1) conforming to the national industrial policies and related laws and
administrative laws and regulations on environmental protection, land management,
and anti-monopoly; (2) incapable of causing the Company to fail to meet the
conditions for listing shares; (3) the assets pricing involved in the major asset
restructuring is fair, and there is no damage to the legitimate rights and interests of
the Company and shareholders; (4) helping the Company enhance its sustainable
operation ability, there is no case that the prime assets of the Company after
restructuring are all cash or the Company has no specific business operations; (5) it
is beneficial to the Company to remain independent of the actual controllers and
their related persons in terms of business, assets, finance, personnel, institutions and
others, and comply with the relevant provisions of the China Securities Regulatory
Commission on the independence of listed companies; (6) it is beneficial to the
Company to maintain a sound and effective corporate governance structure; (7) this
restructuring has followed the principle of in favour of improving the assets quality
of the Company, improving the financial position of the Company and enhancing its
sustainable profitability; (8) this restructuring has followed the principle of in favour
of reducing the related transactions of the Company and the principle of avoiding
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深圳市深粮控股股份有限公司 2018 年年度报告全文
horizontal competition. 9. In the past 36 months, the Company has no illegal
occupation of funds or illegal external guarantees, etc., there is no major violation of
laws and regulations. 10. After the completion of the restructuring, the Company
promises to continue to maintain independence from the controlling shareholders
and the controlled related parties in terms of business, assets, finance, personnel and
institutions so as to comply with the relevant provisions of the China Securities
Regulatory Commission on the independence of listed companies. 11. This
restructuring will not involve adjustments in the rules and procedures of major
operating decision, information disclosure systems, etc. After the completion of this
restructuring, the Company will continue to operate in strict accordance with the
requirements of the Company Law, the Securities Law, the Governance Guidelines
for Listed Companies and other laws, regulations and the articles of association, and
continuously improve the corporate governance structure. 12. The relevant
agreement signed between the Company and Shenzhen Fude State-owned Capital
Operation Co., Ltd. on this restructuring is reached by the two parties in this
restructuring with consensus by following the principles of fairness and
reasonableness on the basis of equality; the contents of the agreement don’t violate
relevant laws, regulations, and provisions of regulatory documents, and are legal and
effective. 13. The Company promises and guarantees that the convening, convening
procedures and voting procedures of the board meeting and the shareholders’
meeting held in this restructuring are in compliance with the relevant laws,
regulations and normative documents and the articles of association. The contents of
the resolution are legal and effective. 14. The final price of this restructuring is
negotiated and determined on the basis of the pricing principles jointly determined
by the two parties and based on the evaluation results issued by the evaluation
agency with the qualification of securities business, and is the true declaration of
will of the parties to the transaction. 15. The Company’s information disclosure on
this restructuring is in compliance with relevant laws, regulations, rules and
regulatory documents, and there are no contracts, agreements or arrangements that
should be disclosed but not disclosed. 16. The current directors, supervisors, senior
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深圳市深粮控股股份有限公司 2018 年年度报告全文
management personnel, shareholders holding more than 5% shares and other
insiders of the Company have self-checked the oneself and the immediate family
members’ buying and selling of the shares of Shenshenbao from six months
(February 21, 2017) before the date of suspension of the Company’s restructuring to
the disclosure date of the restructuring report, and have issued self-checking reports.
Except for Li Jie and Zhu Junzhong who have been disclosed to buy and sell the
shares of the Company, none of the above-mentioned personnel has bought and sold
the shares of Shenshenbao. No related personnel has taken advantage of the inside
information of the restructuring to buy and sell the shares of the company during the
self-checking period. 17. After the completion of this restructuring, the Company
will continue to perform the necessary deliberation procedures for related transaction
in accordance with laws, regulations and regulatory documents and the articles of
association, without prejudice to the legitimate rights and interests of Shenshenbao
and all shareholders. 18. After the completion of the restructuring, the controlling
shareholder of the Company is still Shenzhen Fude State-owned Capital Operation
Co., Ltd., and the actual controller is still the State-owned Assets Supervision and
Administration Commission of the Shenzhen Municipal People’s Government. This
restructuring will not result in changes in the controlling shareholder and actual
controller of the Company. 19. The Company has not violated securities laws,
administrative regulations or rules in the past three years, or has been subject to
administrative punishment by the China Securities Regulatory Commission or
subject to criminal punishment. There is also no violation of industry and commerce,
taxation, land, environmental protection, customs laws, and administrative
regulations or rules, nor cases of administrative punishments with gross violations
or criminal penalties. 20. The Company isn’t involved in any outstanding or
foreseeable litigation, arbitration or administrative punishment cases. None of the
directors, supervisors and senior management personnel of the Company is involved
in any outstanding or foreseeable litigation, arbitration or administrative punishment
cases. 21. The current directors and senior executives of the Company have not
received administrative penalties from the China Securities Regulatory Commission
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深圳市深粮控股股份有限公司 2018 年年度报告全文
in the past 36 months, or have been publicly condemned by the stock exchange in
the last 12 months. 22. There is no case that the Company and its current directors
and senior management personnel are suspected of committing a crime and being
investigated by the judicial authorities or suspected of violating the regulations and
being investigated by the China Securities Regulatory Commission.
Shenzhen Fude State- Other Commitment to return the arrears to SZCG for Zhanjiang Haitian and Taizhong 2018-06-19 2018-9-6 Complete
owned Capital commitme Agriculture: As of March 31, 2018, the current balance of other receivables of related d
Operation Co., Ltd. nts party of SZCG was 44,605,900 yuan, of which the receivables of related party of
Zhanjiang Haitian Aquatic Feed Co., Ltd. (hereinafter referred to as Zhanjiang
Haitian) was 40,898,011.31 yuan, and Taizhong Agriculture Co., Ltd. (hereinafter
referred to as Taizhong Agriculture) was 3,707,930.42 yuan. The above-mentioned
related parties were originally subsidiaries of SZCG. Due to this restructuring, the
subsidiary companies whose main businesses discontinued operation were divested
to Fude Capital, resulting in the formation of a related relationship between
Zhanjiang Haitian and Taizhong Agriculture and the passive formation of accounts
receivable from related parties, which didn’t have the subjective intention that the
related parties initiatively occupied the funds of SZCG. As a controlling shareholder
of SZCG, Zhanjiang Haitian and Taizhong Agriculture, Fude Capital has supervised
and urged Zhanjiang Haitian and Taizhong Agriculture to return the above arrears to
SZCG as soon as possible, and promised that if Zhanjiang Haitian and Taizhong
Agriculture still didn’t return the above all or part of arrears before the equity of
SZCG was transferred to Shenshenbao in this restructuring, Fude Capital would
assume the obligations for Zhanjiang Haitian and Taizhong Agriculture, and return
the arrears to SZCG for Zhanjiang Haitian and Taizhong Agriculture.
Commitments make in
initial public offering or
re-financing
Equity incentive
commitment
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Other commitments for
medium and small
shareholders
Completed on time(Y/N) Y
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深圳市深粮控股股份有限公司 2018 年年度报告全文
2. Concerning assets or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
√ Applicable□Not applicable
Current
Current actual Reasons for
Assets with Predict forecast Predictive
Predict start performance not reaching Predicted
earnings forecast termination performance disclosure
time (10 thousand predictions (if disclosure date
or items time (10 thousand index
yuan) applicable)
yuan)
Found more in
the Notice of
Shenzhen the Company
40,199
Cereals Group 2018-01-01 2020-12-31 39,000 Not applicable 2018-03-24 released on
Co., Ltd Juchao Website
(www.cninfo.c
om.cn)
Commitments made by the shareholders and counter party on annual operation performance
√ Applicable□Not applicable
Commitment on performance compensation: on 23 March 2018, the Company entered into an Agreement on Share Issuance and
Purchase of Assets with Fude Capital, Fude Capital promises that after the completion of the audit and evaluation of Shenzhen Cereals
Group, the Company will make a commitment to the performance of Shenzhen Cereals Group within three years after the completion
of the restructuring, and sign a clear and feasible compensation agreement on the achievement of performance promised by the target
company with the listed company so as to protect the interests of small and medium investors. On June 8, 2018, Fude Capital and
Shenshenbao signed the “Performance Compensation Agreement” and agreed to make a commitment to the net profit of Shenzhen
Cereals Group from 2018 to 2020 (hereinafter referred to as the “commitment period”), and after the completion of the acquisition,
compensate Shenshenbao in accordance with the provisions of this agreement as the actual net profit of the object company is less than
the promised net profit. Fude Capital promises Shenzhen Cereals Group to achieve net profit (net profit is subject to the net profit
attributable to shareholders of the parent company after deducting non-recurring gains and losses in the audited consolidated statement,
the same below) of not less than 390 million yuan in 2018, and net profit of not less than 400 million yuan in 2019, and net profit of
not less than 420 million yuan in 2020.
Completion of performance commitment and influence on impairment test of goodwill
In the reporting period, the net profit attributable to parent company after deducting non-recurring gain/loss achieved by SZCG
amounted as401.99million yuan, which achieving the performance commitment without effect on goodwill impairment test
IV. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable√Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors
(if applicable) for “Qualified Opinion” that issued by CPA
□ Applicable√Not applicable
VI. Particulars about the changes in aspect of accounting policy, estimates and calculation
method compared with the financial report of last year
√ Applicable□Not applicable
Content & reasons Approval procedure Note
The “Notice on Revising and issuing the Format of General Enterprise Financial The policy change has
Statement for 2018” (CK[2018] No.15) issued by Ministry of Finance on 15 June deliberated on 23rd session
2018, the format of financial statement for general enterprise are being revised, and of 9th BOD and no need to
the Company adjusted item presentation of the financial statement and comparative deliberated in shareholder
data of comparable accounting period should be adjusted accordingly. general meeting
The " Accounting Standards for Business Enterprise No. 42 - Non-current Assets Held The policy change has
for Sale, Disposal Group and Discontinuing Operation” issued by Ministry of Finance deliberated on 16th session
on 28 April 2017, relevant accounting treatment for non-current assets held for Sale, of 9th BOD and no need to
disposal group and discontinuing operation are changed correspondingly according to deliberated in shareholder
the accounting policy changes. general meeting
Explanation:
1. On June 15, 2018, the Ministry of Finance issued the Notice on Amending the 2018 Annual Financial Statement
Format of General Enterprises (CK [2018] No. 15), and revised the financial statement format of general enterprises.
The company has adjusted the presentation of the financial statements according to above requirements, and also
adjusted the comparative data for comparable accounting periods. The changes in accounting policy only affect the
listing of relevant subjects in the company’s financial statements, and shall not have any impact on the company’s
total assets, total liabilities, net assets and net profit in the current period and before this accounting policy alternative.
2. The " Accounting Standards for Business Enterprise No. 42 - Non-current Assets Held for Sale, Disposal Group
and Discontinuing Operation” issued by Ministry of Finance on 28 April 2017, relevant accounting treatment for
non-current assets held for Sale, disposal group and discontinuing operation are changed correspondingly according
to the accounting policy changes. The above mentioned policy change will not affect the Company’s business,
shareholder’s equity and net profit for 2017. furthermore, the policy change will not result in the retrospective
adjustment to the financial reports that disclosed in last two years, and will not lead to a change in gain/loss for the
annual report that disclosed
The time when changes in Note
Content & reasons Approval procedure accounting estimate begin to
apply
82
深圳市深粮控股股份有限公司 2018 年年度报告全文
Identification standards for account receivable with The change has 2018-12-28
significant single amount, classification of credit risk deliberated on 24th
portfolio and change of percentage of provision for bad session of 9th BOD and
debts in age portfolio no need to deliberated
Depreciable life of investment real estate and unification in shareholder general
of residual value rate meeting
Depreciable life of fixed assets and unification of
residual value rate
Unification of amortization period for intangible assets
Explanation:
The Company purchase 100 percent equity of Shenzhen Cereals Group Co., Ltd held by Fude Capital through issuing shares, SZCG
comes to wholly-owned subsidiary of the Company. Main business of the Company has increased grain and oil reserves, grain and oil
trading and processing etc. on the basis of the original tea and tea products business. In order to reflect the Company’s financial status
and operation results objectively, truthfully and fairly, the Company, according to the business scale and industry characteristics after
reorganization, and reference to relevant accounting estimates of comparable listed companies in the same industry, organizing and
change part of the original accounting estimate of the Company.
In line with the regulation of “Accounting Standards for Business Enterprise No. 28- Change of Accounting policy,
accounting estimate and errors correction”, the change in accounting estimates is treated by the future applicable method without
retrospective adjustment of the disclosed financial reports, and it will not affect the previous financial status and operation results. Main
impact on the financial statement for year of 2018 including: make changes and reduction of Account receivable to 6,514,050.72 yuan,
and other receivable as 5,223,567.07 yuan; make changes and increase the assets impairment loss to 11,159,476.67yuan.
VII. Major accounting errors within reporting period that needs retrospective restatement
□ Applicable√Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
√ Applicable□Not applicable
Change of the consolidate scope means that material assets reorganization carried out in the period, purchased 100 percent equity of
SZCG through issuing shares to Fude Capital, the subordinate subsidiaries of SZCG as Shenzhen Flour Co., Ltd etc. are included in
the consolidate scope of the Company.
According to the relevant agreement of transfer of stripped assets for free
from material assets reorganization signed between the SZCG and Fude
Capital, Zhanjiang Haitian Aquatic Feed Co., Ltd does not
belong to the scope of material assets reorganization, thus, the Reasons for changes
equity of Zhanjiang Haitian Aquatic Feed held by SZCG are
transfer to Fude Capital for free, which is out of the consolidate
scope of the Company.
Shenzhen Cereals Group Co., Ltd Enterprise combined under the same control
Shenzhen Flour Co., Ltd Enterprise combined under the same control
83
深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenzhen Hualian Grain & Oil Trade Co., ltd. Enterprise combined under the same control
Hainan Haitian Aquatic Feed Co., Ltd Enterprise combined under the same control
SZCG Quality Inspection Co., Ltd. Enterprise combined under the same control
SZCG Doximi Business Co., Ltd. Enterprise combined under the same control
SZCG Cold-Chain Logistic Co., Ltd. Enterprise combined under the same control
SZCG Big Kitchen Food Supply Chain Co., Ltd. Enterprise combined under the same control
SZCG Real Estate Development Co., Ltd. Enterprise combined under the same control
SZCG Property Management Co., Ltd. Enterprise combined under the same control
SZCG Storage (Yingkou) Co., Ltd. Enterprise combined under the same control
Dongguan SZCG Logistics Co., Ltd. Enterprise combined under the same control
Dongguan International Food Industrial Park Development Co., Ltd. Enterprise combined under the same control
Dongguan SZCG Oil & Food Trade Co., Ltd. Enterprise combined under the same control
Dongguan Golden Biology Tech. Co., Ltd. Enterprise combined under the same control
Shuangyashan SZCG Zhongxin Cereals Base Co., Ltd. Enterprise combined under the same control
Heilongjiang Hongxinglong Nongken Shenxin Cereals Industrial Park Co., Enterprise combined under the same control
ltd.
Zhanjiang Haitian Aquatic Feed Co., Ltd Stripped without compensation from state-
owned shares
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Dahua Certified Public Accountants (Special General Partnership)
Remuneration for domestic accounting firm (in 10 thousand Yuan) 90
Continuous life of auditing service for domestic accounting firm 11- year
Name of domestic CPA Chen Baohua, Zhou Lingzhi
Continuous life of auditing service for domestic CPA 3- year
Whether re-appointed accounting firms in this period or not
□ Yes √ No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√ Applicable□Not applicable
During the reporting period, Dahua Certified Public Accountants (Special General Partnership) was hired as the internal control audit
institutions of the Company, 90,000 Yuan for internal control audit fee.
In the year, Wanho Securities Co., Ltd. are appointed as independent financial adviser of the Company for material assets reorganization,
financial adviser fee of 4.5 million Yuan and continuous supervision fee of 150,000 Yuan are paid during the service time.
X. Particular about suspended and delisting after annual report disclosed
□ Applicable√Not applicable
84
深圳市深粮控股股份有限公司 2018 年年度报告全文
XI. Bankruptcy reorganization
□ Applicable√Not applicable
XII. Significant lawsuits and arbitration of the Company
√ Applicable□Not applicable
XIII. Penalty and rectification
□ Applicable√Not applicable
XIV. Integrity of the Company and its controlling shareholders and actual controllers
□ Applicable√Not applicable
XV. Implementation of the Company’s stock incentive plan, employee stock ownership plan or
other employee incentives
□ Applicable√Not applicable
During the reporting period, the Company has no stock incentive plan, employee stock ownership plan or other employee incentives
that have not been implemented.
XVI. Major related transaction
1. Related transaction with routine operation concerned
√ Applicable □Not applicable
Proporti Approv
Whethe Market
on in ed
Trading r to price of
Related Related the transacti Means Index
Related Related Pricing amount exceed similar Date of
transacti transacti Dealing amount on of of
transactio relations principl (in 10 the transacti disclosu
on on price of the amount paymen disclos
n parties hip e thousan approve on re
type content same (in 10 ts ure
d Yuan) d availabl
transacti thousan
amount e
on d Yuan)
Shenzhen
Fude
Controll
State- Fair Not Not Not
ing Related Related 2,843.4 2,843.4 2,843.4
owned value in N Cash applicab applicab applica
sharehol leasing leasing 2 2 2
Capital market le le ble
der
Operation
Co., Ltd.
85
深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenzhen 34.52 34.52 - -
Fude
Controll
State- Fair Not Not Not
ing Related Related
owned value in Cash applicab applicab applica
sharehol leasing leasing
Capital market le le ble
der
Operation
Co., Ltd.
2877.94 -- 2,843.4
Total -- -- -- -- -- -- --
2
Details of major sold-out order sent
Not applicable
back
The actual implementation of routine
related transactions that is about to
occurred in the Period with total Not applicable
amount estimated by category (if
applicable)
Reason for the great difference
between trade price and market Not applicable
reference price (if any)
2. Assets or equity acquisition, and sales of assets and equity
√ Applicable□Not applicable
Book Valuation
Transacti
value of value of Transfer
Related on
Related Related Related the assets the assets price(in
transactio Pricing Means of gain/loss( Date of Index of
transactio relationsh transactio transferre transferre 10
n principle payments in 10 disclosure disclosure
n parties ip n content d (in 10 d (in 10 thousand
type thousand
thousand thousand Yuan)
Yuan)
Yuan) Yuan)
Found
more in
Shenzhen Purchased the
Fude 100 Purchased Notice
Controllin Material 100
State- percent of the
g assets Valuation 287,960.4 587,554.6 587,554.6 percent 22018-
owned equity of equity of 0 Company
sharehold reorgani value 4 4 4 SZCG by 10-15
Capital SZCG by released
er zation issuing
Operation issuing shares on Juchao
Co., Ltd. shares Website
(www.cni
nfo.com.c
86
深圳市深粮控股股份有限公司 2018 年年度报告全文
n)
Reasons for the great difference between
transfer price and book value or valuation N/A
value (if applicable)
Impact on operation results and financial
Affected the current consolidated net profit of parent company 412.95million yuan
status of the Company
For those related transaction with
In reporting period, SZCG has a net profit attributable to parent company after
performance commitment involved, the
deducting non-recurring gains/losses of 401.99 million yuan, which achieved the
achievement of performance during the
performance commitment
period
3. Related transaction of foreign investment
□ Applicable √Not applicable
No related transaction of foreign investment occurred at period-end
4. Related credits and liabilities
√ Applicable□Not applicable
Whether has a non-operational related debtor-creditor contact 是否存在非经营性关联债权债务往来
√Yes □No
Claims of related party receivable
Whether Amount Amount
Opening Ending
has a non- increased in collected in Current
balance balance
Related Relationshi operational the period the period interest (in
Causes (in 10 Interest rate (in 10
party p fund (in 10 (in 10 10 thousand
thousand thousand
occupancy thousand thousand Yuan)
Yuan) Yuan)
(Y/N) Yuan) Yuan)
Zhanjiang Affiliated
Haitian enterprise
Divestiture
Aquatic of N 4,058.92 179.93 4,238.85 0.00% 0 0
profits
Feed Co., controlling
Ltd shareholder
Impact on operation
result and financial
N/A
status of the Company
from related claims
Debts payable to related party
Opening Amount Amount paid Current Ending
Related party Relationship Causes Interest rate
balance (in increased in in the period interest (in balance (in
87
深圳市深粮控股股份有限公司 2018 年年度报告全文
10 thousand the period (in (in 10 10 thousand 10 thousand
Yuan) 10 thousand thousand Yuan) Yuan)
Yuan) Yuan)
Shenzhen Controllin Divestiture 601.49 1,191.30 0 0.00% 0 1792.79
Fude State- g profits
owned shareholde
Capital r
Operation
Co., Ltd.
Shenzhen Controllin Related 710.86 2,843.42 0 0.00% 0 3,554.28
Fude State- g leasing
owned shareholde
Capital r
Operation
Co., Ltd.
Impact on operation result
and financial status of the N/A
Company from related debts
5. Other major related transaction
□ Applicable√Not applicable
根据公司发行股份购买粮食集团 100%股权的重大资产重组协议、2018 年 6 月 6 日深粮集团与福德资本签
订的《关于深圳市粮食集团有限公司之重大资产重组总体协议》以及《关于深圳市粮食集团有限公司房
地产类资产及权益之无偿划拨协议》，深粮集团将部分资产无偿划拨给福德资本，该类资产在 2017 年 10
月 1 日-剥离日之间发生的损 17,927,862.86 元，公司根据协议约定需将该部分权益支付给福德资本
According to the major asset restructuring agreement of the company issuing shares to purchase 100% equity of
the grain group, the General Agreement on the Major Asset Restructuring of Shenzhen Cereals Group Co.,
Ltd.signed by Shenzhen Cereals Group Co., Ltd. and Shenzhen Fude State-owned Capital Operation Co., Ltd. on
June 6, 2018, and the Agreement on the Free Allocation of Real Estate Assets and Interests of Shenzhen Cereals
Group Co., Ltd., Shenzhen Cereals Group Co., Ltd, Shenzhen Cereals Group Co., Ltd will transfer Ford Capital,
which incurred losses of 17,927,862.86 yuan between Oct. 1, 2017 and the stripping date. The company is
required to pay Shenzhen Fude State-owned Capital Operation Co., Ltd. in accordance with the agreement.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
XVII. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable √Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable √Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable√Not applicable
No leasing in the Period
2. Major Guarantee
√ Applicable□Not applicable
(1) Guarantee
In 10 thousand Yuan
External Guarantee (not including guarantees to subsidiaries)
Co
mpl
Related ete
Guaran
Announ Actual Guara impl
Name of the Company Guarant Actual date of Guaran tee for
cement guarante ntee eme
guaranteed ee limit happening tee type related
disclosur e limit term ntati
party
e date on
or
not
Guarantee for the subsidiaries
Co
mpl
Related ete
Guaran
Announ Actual Guara impl
Name of the Company Guarant Actual date of Guaran tee for
cement guarante ntee eme
guaranteed ee limit happening tee type related
disclosur e limit term ntati
party
e date on
or
not
Dongguan SZCG Logistics 27,300 2015-07-13 17,887 Joint 8 N N
Co., Ltd. liability years
guarant
89
深圳市深粮控股股份有限公司 2018 年年度报告全文
y
Dongguan SZCG Logistics 10,200 2016-12-21 5,576 Joint 5 N N
Co., Ltd. liability years
guarant
y
Dongguan SZCG Logistics 1,530 2017-05-19 1,530 Joint 2 N N
Co., Ltd. liability years
guarant
y
Shenzhen Shenbao Huacheng 3,000 2018-07-26 3,000 Joint 1 year N N
Science and Technology liability
Co.,Ltd guarant
y
Dongguan International Food 39,168 2018-07-27 14,463 Joint 14 N N
Industrial Park Development liability years
Co., Ltd. guarant
y
Dongguan SZCG Logistics 15,000 2018-10-17 3,000 Joint 1 year N N
Co., Ltd. liability
guarant
y
Total amount of
57,168 20,463
actual occurred
Total amount of approving guarantee for
guarantee for
subsidiaries in report period (B1)
subsidiaries in
report period (B2)
Total balance of
96,198 45,456
Total amount of approved guarantee for actual guarantee for
subsidiaries at the end of reporting period subsidiaries at the
(B3) end of reporting
period (B4)
Guarantee of the subsidiaries for the subsidiaries
Co
mpl
Related ete
Guaran
Announ Actual Guara impl
Name of the Company Guarant Actual date of Guaran tee for
cement guarante ntee eme
guaranteed ee limit happening tee type related
disclosur e limit term ntati
party
e date on
or
not
Total amount of guarantee of the Company( total of three above mentioned guarantee)
Total amount of
57,168 20,463
Total amount of approving guarantee in actual occurred
report period (A1+B1+C1) guarantee in report
period (A2+B2+C3)
Total balance of
96,198 45,456
Total amount of approved guarantee at the actual guarantee at
end of report period (A3+B3+C2) the end of report
period (A4+B4+C4)
The proportion of the total amount of actually guarantee in the net assets of 10.89%
90
深圳市深粮控股股份有限公司 2018 年年度报告全文
the Company(that is A4+ B4+C4)
Including:
Balance of the guarantee provided for shareholder, actual controller and their 0
related parties (D)
The debts guarantee amount provided for the guaranteed parties whose assets-
42,456
liability ratio exceed 70% directly or indirectly(E)
Proportion of total amount of guarantee in net assets of the Company exceed
0
50%(F)
Total amount of the aforesaid three guarantees(D+E+F) 42,456
Explanation on guarantee with composite way
Nil
(2) Illegal external guarantee
□ Applicable√Not applicable
No illegal external guarantee in the period
3. Cash asset management
(1) Trust financing
√ Applicable□Not applicable
Trust financing in the period
In 10 thousand Yuan
Type Fund sources Amount occurred Undue balance Overdue amount
Bank financial products Owned fund 5,000 0 0
Bank financial products Owned fund 4,000 0 0
Bank financial products Owned fund 2,000 0 0
Bank financial products Owned fund 2,000 0 0
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 2,000 0 0
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 5,000 0 0
Bank financial products Owned fund 5,000 0 0
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 100 0 0
91
深圳市深粮控股股份有限公司 2018 年年度报告全文
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 7,900 0 0
Bank financial products Owned fund 2,000 0 0
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 3,000 0 0
Bank financial products Owned fund 3,000 3,000 0
Bank financial products Owned fund 3,000 3,000 0
Bank financial products Owned fund 5,000 5,000 0
Bank financial products Owned fund 2,000 2,000 0
Bank financial products Owned fund 3,000 3,000 0
Total 78,000 16,000 0
The high-risk trust investment with single major amount or has minor security, poor fluidity and non-guaranteed
□ Applicable √Not applicable
Unrecoverable principal or impairment possibility from entrust investment
□ Applicable √Not applicable
(2) Entrusted loans
□ Applicable√Not applicable
No entrusted loans in the Period
92
深圳市深粮控股股份有限公司 2018 年年度报告全文
4. Other material contracts
√ Applicable □Not applicable
Book Evaluation
value of value of
the assets the assets Base date Trading
Evaluation Whether it
Contracting involved in involved in of price (in Implementation
Contracting Contract Date of institution Pricing is a related Date of Index of
counter contract contract (in evaluation 10 Relationship as at end of the
enterprise object contract (if principle transaction disclosure disclosure
party (in 10 10 (if thousand period
applicable) (Y/N)
thousand thousand applicable) Yuan)
Yuan)(if Yuan)(if
applicable) applicable)
Ended as the Agreement of
Found
reporting the Assets
more in
The counter period, the Acquisition by
Report on
party is the transaction has Issuing Shares
Purchase
controlling approved by the between
of Assets
100 shareholder CSRC, and the Shenzhen
Shenzhen by Issuing
percent of the underlying Shenbao
Shenzhen Fude State- Shares and
equity of Beijing Company- assets of 100 Industrial Co.,
Shenbao owned Related
Shenzhen 2018-06-08 287,960.44 587,554.64 China 2017-09-30 587,554.64 Y Fude percent equity 2018-06-11 Ltd. And
Industrial Capital Transaction
Cereals CEA Capital, of SZCG have Shenzhen
Co., Ltd. Operation (Draft)
Group thus, the completed the Fude State-
Co., Ltd. (Revised)
Co., Ltd transaction ownership owned Capital
released on
consist of a transfer Operation
Juchao
related procedures and Co., Ltd and
Website
transaction relevant supplementary
dated 23
industrial & agreement
June 2018
commercial released on
93
深圳市深粮控股股份有限公司 2018 年年度报告全文
changes Juchao
website dated
24 March
2018, 4 April,
11 June and 8
Sept.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
XVIII. Social responsibility
1. Performance of social responsibility
During the reporting period, the Company has been strictly in accordance with "Company Law", "Securities Law",
"Articles of Association" and other relevant laws and regulations, continues to improve governance structure and
regulized operation. the Company attaches importance to social responsibility, sustains attention to social create
value, integrity management according to law, to provide consumers with safe and secure products, high-quality,
green and healthy products to enhance the capacity for sustainable development and overall competitiveness;
making efforts to improve management, enhance innovation capability and core competencies; the Company uphold
a fair, just and open principles of treatment for all investors, with particular emphasis on safeguarding the interests
of minority shareholders; the Company strictly comply with national environmental laws and regulations,
thoroughly implement green philosophy, strengthen ecological protection, comply with the overall development of
the country and society, and strive to achieve economic and social benefits, short-term interests and long-term
interests of their own development and social development, coordination, thus achieve healthy and harmonious
development between the Company and the community, the Company and the environment.
2. Execution of social responsibility of targeted poverty alleviation
(1) Plan of targeted poverty alleviation
In 2018, the company continued to carry out the targeted poverty alleviation work at Guilin Village, Yidu Town,
Longchuan County, Heyuan City through SZCG, its wholly-owned subsidiary. According to the documents of the
Guangdong Provincial Party Committee and the Provincial Government “Opinions on Implementation of the Three-
year Tack on Targeted Poverty Alleviation in the New Era” (YF [2016] No. 13), the task of Guilin Village’s poverty
alleviation was to achieve the goals of “Two No-worries Three-Guarantees One-Equal” in 2018, realizing no worries
for food and clothing for impoverished people, guarantees for compulsory education, basic medical care and housing
security, and index of main fields of basic public services equal to the provincial average, and strive to bring 10 low
income families with 44 persons get ready for getting out of poverty in 2018 (totally bring 52 families with 145
persons out of poverty in three year ). In order to ensure that the poverty alleviation work achieve substantive results
and implement the various objectives and tasks of targeted poverty alleviation, the work team adopted the following
effective assistance measures: help poor households increase their income by organizing training courses, helping
sell tea, providing public welfare positions, assisting in handling small loans, encouraging to work outside, leading
to increase tea planting, increasing the planting area, and using the investment dividends of “substituting and
complementing the financial funds with rewards”, and other means.
(2) Summary of annual targeted poverty alleviation
In 2018, the Company has input 1684500 yuan in total for poverty alleviation (consolation money and material
allowance excluded), and used to improve the infrastructure construction, implement industrial assistance plan with
95
深圳市深粮控股股份有限公司 2018 年年度报告全文
tea as the main component, and provided medical insurance for poor households.
Performance and effect
First, in the aspect of industrial assistance, carried out poverty alleviation work in the mode of “company +
cooperative + farmer + base”, guided the large tea farmers to actively help more than 20 tea farmers to purchase tea,
which solved the marketing problem of villagers’ tea to a certain extent; utilized the “substituting and
complementing the financial funds with rewards” to guide the 20 poor households with labor capacity to invest in
the Nanyuewang Company and the Aodingfeng Tea Cooperative, at the end of 2018, the two investment dividends
amounted to 64,300 yuan, with an average income of 3,215 yuan per household. After three years, the principal of
10,000 yuan/person will be returned, which will provide financial guarantees for the poor households to develop
their industries in the future. Organized the tea training courses for four times and 200 person-time of poor
households participated in the training, which enhanced the production skills of poor households. Organized large
tea farmers to participate in the first tea garden trade fair of poverty alleviation town village of Heyuan City,
achievement exhibition of Shenzhen - Heyuan City targeted poverty alleviation, and Shenzhen Tea Fair, which
greatly enhanced the popularity of “Guilin Tea”.
Second, in the improvement of village infrastructure and public services, invested 625,000 yuan to build the
Chashan Road of more than 30 kilometers, which has effectively improved the tea picking efficiency of the villagers,
and invested 570,000 yuan to complete the hardening project for 2.1 km village road to ensure the safe travel of the
villagers. Started the construction of a new village service center to improve the environment of the villagers’ arena,
invested 200,000 yuan to install solar street lamps, make hygiene billboard, buy electric cleaning vehicles and
garbage cans, hire poor households as cleaners, beautify the village appearance, and change the backward situation
of “dirty, chaotic and poor”. By the end of 2018, 14 dangerous houses had been reconstructed, and 52 poverty-
stricken households in the village had achieved safe housing and reached the “eight-have” requirement.
Third, in the medical education assistance, invested 77,600 yuan to help the villagers in Guilin Village to handle the
new rural cooperative medical insurance so as to reduce the burden of disease prevention and treatment of the
villagers; applied for the allowance of 33,000 yuan to Shenzhen Charity Federation for the children from 5 poor
households, which effectively reduced the economic burden of schooling for the children of poor households. In
2018, 8 households with 37 persons were released from poverty.
(3) Performance of targeted poverty alleviation
Target Measurement unit Numbers/ implementation
i. Overall —— ——
Including:1. fund 10 thousand yuan 173.27
2. Material discount 10 thousand yuan 2.08
3.number of poverty-stricken
population eliminating poverty with card for Person 145
archives established
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深圳市深粮控股股份有限公司 2018 年年度报告全文
ii. Invested by specific project —— ——
1.Industrial development poverty —— ——
Including: 1.1Type —— Poverty alleviation in agriculture and forestry industry
1.2 numbers of industrial
Number 1
development poverty
1.3Amount input 10 thousand yuan 62.5
1.4number of poverty-stricken
population eliminating poverty with card for Person 37
archives established
2.Transfer employment —— ——
Including: 2.1 Amount input for vocation
10 thousand yuan 0.8
skills training
2.2 Number of vocation skills
Person-time 200
training
2.3 Number of poverty-stricken
population achieving employment with card for Person 15
archives established
3.Relocation the poor —— ——
Including: 3.1 Number of employed persons
Person 0
from relocated households
4.Education poverty —— ——
Including: 4.1 Amount input for subsidizing
10 thousand yuan 3.75
the impoverished students
4.2Number of subsidized poor
Person 6
student s
4.3Amount input for improving the
10 thousand yuan 0.4
education resources in poverty-stricken areas
5.Health poverty alleviation —— ——
Including: 5.1 Amount input for medical
10 thousand yuan 7.76
and health resources in poverty-stricken areas
6.Ecological protection and poverty
—— ——
alleviation
Including: 6.1 Type —— Carry out ecological protection and construction
6.2Amount input 10 thousand yuan 8.8
7.Fallback protection —— ——
Including: 7.1 Amount input for Three Stay
10 thousand yuan 5.12
Behind persons
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深圳市深粮控股股份有限公司 2018 年年度报告全文
7.2Number of Three Stay Behind
Person 47
persons help
7.3Amount input for poor disabled
10 thousand yuan 0.96
persons
7.4Number of poor disabled persons
Person 6
help
8.Social poverty alleviation —— ——
9.Other —— ——
Including: 9.1. number of items Number 7
9.2.Amount input 10 thousand yuan 81.1
9.3.number of poverty-stricken
population eliminating poverty with card for Person 138
archives established
iii. Awards (content and grade) —— ——
(4) Follow-up of targeted poverty alleviation
2019 is a key year for targeted poverty alleviation and winning the three-year tack on targeted poverty alleviation,
the company will continue to take Xi Jinping’s socialism with Chinese characteristics as a guide and take related
poverty alleviation policies of governments at all levels as a gist, concentrate efforts, strengthen measures, promote
poverty alleviation work in an orderly manner, consolidate the results of poverty alleviation, bring all poverty-
stricken households out of poverty, and promote the industry development of Guilin Village:
1. Continue to do a good job in precision assistance. Help 32 poverty-stricken households supported by the
government to consolidate the poverty alleviation results, and encourage 20 poverty-stricken households with labor
capacity to work outside, and assist them to obtain dividends of “substituting subsidies with rewards”, and increase
income from various aspects. Fully implement the “Two No-worries Three-Guarantee” policy, reach the “Eight -
Have” standards, and effectively implement the measures to help and educate, and continue to consolidate the results
of poverty alleviation. Hold tea exhibitions in Longchuan County, or organize rural walking activities to promote
tea industry in Guilin Village and develop rural tourism.
2. Continue to follow the village foundation project and complete the construction of the new village service center.
3. Promote the Agricultural Products Testing Center project to change to invest in Nanyuewang Ecological
Agriculture Development Co., Ltd.
4. Combine the policies of the poverty alleviation department, develop the tea industry in Guilin village according
to local conditions, explore the model of “planting tea + tourism”, and form a long-term and comprehensive industry.
5. Comprehensively carry out the smooth docking of “targeted poverty alleviation” and “rural revitalization” work,
and further consolidate the results of poverty alleviation.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
3. Environmental protection
The listed Company and subsidiaries is in the range of heavy pollution industry that regulated by State environment
protection departments
Yes
Name of Distri
Quantit
Major bution Executed
Emissio y of Emission Approved
Pollutants of Pollutant Total Excessive
Name n Dischar Concentra Total
and Disch Discharge Emissions Discharge
Method ge tion Emissions
Particular arge Standards
Outlet
Pollutants Outlet
Emissio
n after
Shenzhen
the Conce
Shenbao
Chemical qualifie ntrate
Huacheng 15.44
oxygen d 1 d 10 90 0.22 tons N/A
Science and tons /Year
demand bioche emissi
Technology
mical on
Co.,Ltd
treatme
nt
Emissio
n after
Shenzhen
the Conce
Shenbao
qualifie ntrate
Huacheng Suspende 10.293
d 1 d 5 60 0.11 tons N/A
Science and d matter tons /Year
bioche emissi
Technology
mical on
Co.,Ltd
treatme
nt
Emissio
n after
Shenzhen
the Conce
Shenbao Five-day
qualifie ntrate
Huacheng biochemic 3.431
d 1 d 1.8 20 0.04 tons N/A
Science and al oxygen tons /Year
bioche emissi
Technology demand
mical on
Co.,Ltd
treatme
nt
Shenzhen Emissio Conce
Shenbao Ammonia n after ntrate 0.003 1.716
1 0.146 10 N/A
Huacheng nitrogen the d tons tons /Year
Science and qualifie emissi
99
深圳市深粮控股股份有限公司 2018 年年度报告全文
Technology d on
Co.,Ltd bioche
mical
treatme
nt
Emissio
n after
Shenzhen
the Conce
Shenbao
qualifie ntrate
Huacheng 0.044 6.862
Chroma d 1 d 2 40 N/A
Science and tons tons /Year
bioche emissi
Technology
mical on
Co.,Ltd
treatme
nt
Emissio
n after
Shenzhen
the Conce
Shenbao
qualifie ntrate
Huacheng
PH value d 1 d 7.43 6~9 —— —— N/A
Science and
bioche emissi
Technology
mical on
Co.,Ltd
treatme
nt
Construction and operation of pollution prevention and control facilities
1. In the initial stage of production, the first phase of sewage treatment capacity was 230T/day. However, due to the increase in
production capacity and management needs, the second phase of the treatment capacity of 240T/day was rebuilt in 2007, and the total
sewage treatment design capacity reached 470T/day.
2. In the past three years, the Company’s sewage treatment facilities have performed well and there has been no excessive discharge.
Environmental impact assessment of construction projects and other environmental protection administrative licenses
Environmental impact assessment of construction projects and other environmental protection administrative licenses
1. The Company obtained the latest environmental protection approval in 2009:
Shenzhen Longgang District Environmental Protection Bureau Construction Project Environmental Impact Review and Approval No.
SLHP[2009]703873; the Company’s industrial waste water discharge is not allowed to exceed 470 tons/day, the waste water discharge
performs the first-level standard for the second period of DB44/26-2001.
2. The Company obtained the latest “Guangdong Province Pollutant Discharge Permit” in 2016, which is valid until 2021.
Emergency response plan for environmental emergencies
The Company strengthened the operation, maintenance and management of environmental protection facilities, formulated a strict
responsibility system for environmental protection posts, established an emergency response team with the chairman of the pollutant
discharge unit as the core of leadership, and revised the Company’s Emergency Response Plan for Environmental Emergencies to
ensure the stable and normal operation rate of the pollution control facilities reaches 100%.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Environmental self-monitoring scheme
1. The Company installed COD, PH value, and flowmeter pollution source online monitor for all-weather on-line monitoring in 2010.
2. Engage a third-party professional organization to test the industrial discharge of waste water for every half year.
Other environmental information that should be disclosed
1. Oil-to-gas project: In 2011, the Company transformed its two boilers from diesel boilers into natural gas boilers that burn clean
energy, which greatly reduced the greenhouse gas emissions.
2. Clean production audit: The Company passed the voluntary clean production audit of Shenzhen in 2016.
Note: If the company discloses environmental information content in the form of an interim report during the reporting period, it ought
to explain the follow-up progress or changes. If the relevant matters have been disclosed in the interim report and there is no progress
or change in subsequent implementation, only the summary of the matter should be disclosed and the relevant query index of the
interim report disclosure website should be provided.
Other environment protection
Nil
XIX. Explanation on other significant events
√ Applicable□Not applicable
Shenzhen Shenbao Industrial has applied for a suspension of the Company’s stock (referred to as: Shenshenbao A, Shenshenbao B,
stock code: 000019, 200019) from the opening of the market on August 22, 2017 to the Shenzhen Stock Exchange due to the planning
and preparation of major events. On September 5, 2017, the Company disclosed the “Announcement on the Suspension for the Major
Asset Restructuring of the Company”, the Company’s stock has been transferred to major asset restructuring and continued to be
suspended since the opening of the market on September 5, 2017. During the suspension of the Company’s stock, the Company has
disclosed the “Announcement on Suspension Progress of Major Asset Restructuring” at least every five trading days in accordance
with relevant regulations.
On March 23, 2018, the Company convened the 15th session of the 9th Board of Directors which discussed and approved the
“Proposal on Preplanning of Shenzhen Shenbao Industrial Co., Ltd. Issuing Shares to Purchase Assets and Related Transactions”, and
the proposals related to this major asset restructuring.
On 27 March 2018, the Company received the “Inquiry Letter on the Restructuring of Shenzhen Shenbao Industrial Co., Ltd.” [License
Restructuring Inquiry Letter [2018] No. 6] issued by the Shenzhen Stock Exchange. According to the requirements of the inquiry letter,
the Company promptly organized various intermediaries to carry out careful research, implemented and replied the relevant issues term
by term, and supplemented and revised the original planning, and compiled the “Preplanning of Shenzhen Shenbao Industrial Co., Ltd.
Issuing Shares to Purchase Assets and Related Transactions (revised version)”
By application, the Company’s stock resumed the trading on the opening of the market on the morning of April 4, 2018 (Wednesday).
On June 8, 2018, the Company held the 17th session of the 9th board of directors which deliberated and approved the “Proposal on ‘the
Company’s Share Issuance for Purchasing Assets and Related Transactions Report (Draft)’ and its Summary” and other proposals
101
深圳市深粮控股股份有限公司 2018 年年度报告全文
related to major asset restructuring.
On June 15, 2018, the Company received the “Approval of Shenzhen State-owned Assets Supervision and Administration Commission
on the Company’s Share Issuance for the Acquisition of 100% Equity of Shenzhen Cereals Group and Relevant Issues of Major Assets
Restructuring” (SGZWH [2018] No. 499) issued by Shenzhen SASAC from Fude Capital, agreed the restructuring plan reported by
Fude Capital.
On June 19, 2018, the Company received the “Inquiry Letter on the Company’s Restructuring” [XKLCZWXH[2018] No. 18] issued
by the Shenzhen Stock Exchange. According to the requirements of the inquiry letter, the Company supplemented and improved the
documents related to this major asset restructuring, and established the Report on Share Issuance of Shenzhen Shenbao Industrial Co.,
Ltd. for Purchasing Assets and Related Transactions (Revised Version).
On June 27, 2018, the Company held the first extraordinary meeting in 2018 which reviewed and approved the “Proposal on ‘the
Company’s Share Issuance for Purchasing Assets and Related Transactions Report (Draft)’ and its Summary” and other proposals
related to this major asset restructuring.
On July 5, 2018, the Company received the “Notice of Correction on Application for Administrative License of China Securities
Regulatory Commission” (No. 181013) (hereinafter referred to as the “Notice of Correction”) issued by the China Securities Regulatory
Commission. The CSRC reviewed the application materials for the administrative license of the “Approval of the Company’s Listed
Companies to Issue Shares to Purchase Assets” submitted by the Company, and requested the Company to submit the relevant
correction materials to the acceptance department of CSRC for administrative license application within 30 working days from the date
of issuance of the Notice of Correction. The Company strictly followed the requirements of the Notice of Correction, and actively
prepared the correction materials and submitted them in time.
On July 27, 2018, the Company received the “Administrative License Application Acceptance Form of CSRC” issued by the China
Securities Regulatory Commission (acceptance number is 181013). The China Securities Regulatory Commission examined the
application materials for the administrative license of the “Approval of the Issuance of Shares by Listed Companies to Purchase Assets”
submitted by the Company in accordance with the law, considering that all materials were complete, decided to accept the application
for the administrative license.
On August 9, 2018, the Company obtained the “Notice of Investigation of China Securities Regulatory Commission” (YZDCTZ No.
180133) from Jonten, the audit institution responsible for this major asset restructuring, because it was suspected of violating securities
laws and regulations in the audit process of other enterprises, CSRC decided to file a case and investigate it. In accordance with the
relevant regulations of the CSRC Decree No. 138, the Company convened the board meeting on August 13, 2018, and decided to apply
to the CSRC for the suspension of the “Approval of the Issuance of Shares by Listed Companies to Purchase Assets” and submitted
the application to the CSRC on the same day. On August 15th, the Company received the “Notice of the Suspension of the Review
about Administrative License Application from China Securities Regulatory Commission (No. 181013), and CSRC decided to agree
to the Company’s suspension of the review.
In view of the fact that Jonten had fulfilled the corresponding review procedures and issued the review report in accordance with the
regulations, on August 19, 2018, the Company convened the board meeting to deliberate and approve the “Proposal on Resuming the
Review about the Application for ‘the Approval of Issuance of Assets by Listed Companies to Purchase Assets’ to the China Securities
Regulatory Commission”, and agreed the Company to apply to the China Securities Regulatory Commission for resumption of review.
102
深圳市深粮控股股份有限公司 2018 年年度报告全文
On August 23, 2018, the company received the “Written Decision on Not Implementing Further Review to the Anti-monopoly
Investigation of Operators” issued by the Anti-Monopoly Bureau of the State Administration of Market Regulation (FLDCSH [2018]
No. 153), which agreed not to implement further review to the equity case about the company’s acquisition of Shenzhen Cereals Group,
and the company can implement concentration from now on.
On August 24, 2018, the company received the “Notice of Resuming the Review to Administrative Licensing Application of China
Securities Regulatory Commission” (No. 181013), and the China Securities Regulatory Commission reviewed the “Approval of
Resuming the Review to the Issuance of Shares for Asset Purchase by Listed Companies” submitted by the company according to law,
and considered that the application was in compliance with the conditions for resuming review. According to the relevant provisions
of Article 23 of the Regulations on the Implementation Procedures of Administrative Licensing of the China Securities Regulatory
Commission, the CSRC decided to resume the review of the application for the administrative licensing.
On August 31, 2018, the company received the “Notice of Feedback on Administrative Licensing Project Review from the China
Securities Regulatory Commission” issued by the China Securities Regulatory Commission (No. 181013). The China Securities
Regulatory Commission investigated the application materials for administrative licensing of “Approval of Issuance of Shares for Asset
Purchase by Listed Companies” submitted by the company in accordance with the law, requiring the company to provide written
explanations on relevant issues and submit a written response to the administrative licensing acceptance department of China Securities
Regulatory Commission within 30 working days..
On September 6, 2018, the company held the 22nd meeting of the Ninth Board of Directors which reviewed and approved the Proposal
on Amending the Issue Price Adjustment Plan, the Proposal on Adjusting the Issue Price of Issuance of Shares for Asset Purchase by
the Company, and other proposals related to the major asset restructuring.
On September 10, 2018, the company replied to a feedback from the China Securities Regulatory Commission and revised the
restructuring report according to the feedback.
On September 12, 2018, the company received a notice from the China Securities Regulatory Commission, the Listed Company Merger
and Acquisition and Reorganization Audit Committee of China Securities Regulatory Commission (hereinafter referred to as the “M&A
and Reorganization Committee”) will hold a working meeting in the near future to review the company’s issuance of shares for asset
purchase and related transactions. After applying to the Shenzhen Stock Exchange, the company’s stocks (stock abbreviation:
Shenshenbao A, Shenshenbao B, stock codes: 000019, 200019) have been suspended since the opening on September 13, 2018
(Thursday).
On September 21, 2018, the company received a notice from the China Securities Regulatory Commission, after reviewed by the 44th
working conference of the M&A and Reorganization Committee in 2018 held by the Listed Company Merger and Acquisition and
Reorganization Audit Committee of China Securities Regulatory Commission, the company’s issuance of shares for asset purchase
and related transactions obtained a pass unconditionally. After applying to the Shenzhen Stock Exchange, the company’s stocks (stock
short name: Shenshenbao A, Shenshenbao B, stock codes: 000019, 200019) resumed trading on September 25, 2018 (Tuesday).
On October 13, 2018, the company disclosed the reorganization assessment report additional announcement, and revised the
restructuring report according to the additional situation.
On October 15, 2018, the company received the Reply on the Approval of the Company to Issue Shares to Fude Capital to Purchase
Assets (ZJXK [2018] No. 1610) approved and issued by the China Securities Regulatory Commission, according to which the company
revised the restructuring report.
On October 18, 2018, the company obtained the “Change (Record) Notice” (21802220859) issued by the Shenzhen Market Supervision
Administration, and the transfer of the underlying assets of the company regarding the issuance of shares to purchase assets and the
related transactions was completed. After the completion of this change, the company holds 100% equity of Shenzhen Cereals Group.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
On November 12, 2018, the issuance of shares for this major asset restructuring was listed on the Shenzhen Stock Exchange.
XX. Significant event of subsidiary of the Company
√ Applicable□Not applicable
1. On July 24, 2018, the company held the 18th meeting of the Ninth Session of Board of Directors and the 10th
meeting of the Ninth Session of Board of Supervisors, and reviewed and approved the Proposal on the Relocation
of the Shenzhen Factory of the Company’s Subsidiary - Shenzhen Shenbao Huacheng Tech Co., Ltd.”, and agreed
to relocate the Shenzhen Factory of Shenzhen Shenbao Huacheng Tech Co., Ltd., its wholly-owned subsidiary, to
its wholly-owned subsidiary, Wuyuan County Jufangyong Tea Industry Limited Company. Found more in the Notice
of the Company released on Juchao website (www.cninfo.com.cn) dated 26 July 2018
2. On December 28, 2018, the company held the 24th meeting of the Ninth Session of Board of Directors and the
13th meeting of the Ninth Session of Board of Supervisors, and reviewed and approved the “Proposal on the
Revocation of the Company’s Subsidiary - Shenzhen Shenbao Huacheng Tech Co., Ltd. Shantou Branch”, agreed
to revoke the company’s wholly-owned subsidiary Shenzhen Shenbao Huacheng Tech Co., Ltd. Shantou Branch.
Found more in the Notice of the Company released on Juchao website (www.cninfo.com.cn) dated 29 Dec. 2018
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Section VI. Changes in Shares and Particulars about
Shareholders
I. Changes in Shares
1. Changes in shares
In Share
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitaliza
New
Proportio Bonus tion of Proportio
A mount shares Others Subtotal A mount
n shares public n
issued
reserve
29,068,44 655,752,9 655,752,9 684,821,3
I. Restricted shares 5.85% 0 0 0 59.42%
5 51 51 96
1. State-owned shares 0 0.00% 0 0 0 0 0 0 0.00%
2. State-owned corporate 13,431,78 655,752,9 655,752,9 669,184,7
2.70% 0 0 0 58.06%
shares 4 51 51 35
15,583,32 15,583,32
3. Other domestic shares 3.14% 0 0 0 1 1 1.35%
5 6
Including: Domestic legal 15,384,83 15,384,83
3.10% 0 0 0 0 0 1.33%
person’s shares 2 2
Domestic nature
198,493 0.04% 0 0 0 1 1 198,494 0.02%
person’s shares
4. Foreign shares 53,336 0.01% 0 0 0 -1 -1 53,335 0.01%
Including: Foreign corporate
0 0.00% 0 0 0 0 0 0 0.00%
shares
overseas nature
53,336 0.01% 0 0 0 -1 -1 53,335 0.01%
person’s share
467,713,8 467,713,8
II. Un-restricted shares 94.15% 0 0 0 0 0 40.58%
58 58
415,964,5 415,964,5
1. RMB common shares 83.73% 0 0 0 0 0 36.09%
78 78
2. Domestically listed foreign 51,749,28 51,749,28
10.42% 0 0 0 0 0 4.49%
shares 0 0
3. Foreign listed foreign
0 0.00% 0 0 0 0 0 0 0.00%
shares
4. Other 0 0.00% 0 0 0 0 0 0 0.00%
105
深圳市深粮控股股份有限公司 2018 年年度报告全文
496,782,3 655,752,9 655,752,9 1,152,535
III. Total shares 100.00% 0 0 0 100.00%
03 51 51 ,254
Reasons for share changed
√ Applicable□Not applicable
During the reporting period, the Company carried out a material assets reorganization, and purchased 100 percent equity of Shenzhen
Cereals Group Co., Ltd through issuing 655,752,951 A-share to Shenzhen Fude State-owned Capital Operation Co., Ltd with price of
8.96 yuan per share. The above mentioned share increase from issuing refers to the tradable shares with limited conditions and listed
on Shenzhen Stock Exchange on 12 November 2018. After the issuing, total share capital of the Company up to 1,152,535,254 shares
from 496,782,303 shares.
Due to the rounding off in the annual recalculation of shares locked by senior executive, the Company’s senior executive of 9th BOD,
Mr. Yan Zesong, of whom one share of the Company was lifted restriction on January 2, 2018; the Company’s senior management 9th
BOD, Mr. Yao Xiaopeng, of whom one share of the Company was restricted on January 2, 2018.
Approval of share changed
√ Applicable□Not applicable
On 10 October 2018, the “Approval of Shenzhen Shenbao Industrial Co., Ltd Purchased Assets through Issuing Shares to Shenzhen
Fude State-owned Capital Operation Co., Ltd.” ZJXK [2018} No.1610 issued by CSRC. Found more in the “Notice on Accepting the
Approval of Shenzhen Shenbao Industrial Co., Ltd Purchased Assets through Issuing Shares” released on juchao website on 17
October 2018 .
Ownership transfer of share changed
√ Applicable□Not applicable
According to the “Confirmation of Acceptance of Share Registration Application” issued by China Securities Depository and Clearing
Co., Ltd. Shenzhen Branch on October 30, 2018, the newly increased shares shall be officially listed in the register of shareholders of
the listed company after the share registration, the above newly increased shares have been listed on the Shenzhen Stock Exchange on
November 12, 2018. For details, please refer to the “Report on the Issuance of Shares to Purchase Assets and the Implementation of
Related Transactions and the Listing of New Shares of Shenzhen Shenbao Industrial Co., Ltd.” disclosed by the company on November
9, 2018 at www.cninfo.com.cn.
Progress of shares buy-back
□ Applicable√Not applicable
Implementation progress of the reduction of repurchases shares by centralized bidding
□ Applicable√Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders
of Company in latest year and period
√ Applicable□Not applicable
After the implementation of material assets reorganization, total share capital of the Company up to 1,152,535,254 shares from
496,782,303 shares.Based on the new share capital of 1,152,535,254 shares, the basic EPS for year of 2017 and 2018 amounted as
0.3116 yuan/share and 0.2726 yuan/share respectively; net assets per share amounted as 3.34 yuan/share and 3.62 yuan/share
106
深圳市深粮控股股份有限公司 2018 年年度报告全文
respectively.
Other information necessary to disclose or need to disclosed under requirement from security regulators
□ Applicable√Not applicable
2. Changes of restricted shares
√ Applicable□Not applicable
In Share
Number of Number of
Number of new Number of shares
shares shares Restriction
Shareholders’ name shares restricted restricted at Released date
restricted at released in the reasons
in the Year Period-end
Period-begin Year
Additional
Shenzhen Fude State-
limited shares for
owned Capital Operation 0 0 655,752,951 655,752,951 2022-5-12
material assets
Co., Ltd.
reorganization
Restrict shares of
Shenzhen Fude State- Shenzhen
Restricted shares
owned Capital Operation 0 0 13,431,784 13,431,784 Investment
before IPO
Co., Ltd. Holding transfer
for free
Shenzhen Investment Restricted shares
13,431,784 13,431,784 0 0 2018-4-3
Holding Co., Ltd before IPO
Senior Shares unlock
executives every year takes
Yan Zesong 53,336 1 0 53,335
locked-up 25% of the total
shares shares holding
Senior Shares unlock
executives every year takes
Yao Xiaopeng 33,288 0 1 33,289
locked-up 25% of the total
shares shares holding
Total 13,518,408 13,431,785 669,184,736 669,271,359 -- --
II. Securities issuance and listing
1. Security offering (without preferred stock) in Reporting Period
√ Applicable□Not applicable
Stock and its Issuing date Issuing price (or Issuing amount Listing date Numbers Date for deal closure
107
深圳市深粮控股股份有限公司 2018 年年度报告全文
derivative interest rate) approved for
securities listing
Stock
SZCH 2018-11-12 8.96 yuan/share 655,752,951 2018-11-12 655,752,951
Convertible corporate bond, Convertible corporate bonds traded separately and corporate bond
Other derivative securities
Explanation
During the reporting period, the company issued shares to Fude Capital to purchase 100% of its stake in Shenzhen Cereals Group.
According to the Asset Evaluation Report ZQHPBZ (2018) No. 3558 issued by CEA, the assessed value of the underlying assets on
the base date of assets evaluation (September 30, 2017) was 5,875,546,400 yuan. After negotiation by the parties to the transaction, the
total transaction value of the underlying assets was 5,875,546,400 yuan, and the company paid the consideration by way of issuing
shares, that is, the company issued 655,752,951 share of A shares to Fude Capital at the price of 8.96 yuan per share to purchase 100%
of its stake in Shenzhen Cereals Group, the above shares were listed on the Shenzhen Stock Exchange on November 12, 2018. Found
more in the Notice of the Company released on Juchao website (www.cninfo.com.cn) on 9 Nov. 2018
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and liability
structure
√ Applicable □Not applicable
During the reporting period, the Company carried out a material assets reorganization, and purchased 100 percent equity of Shenzhen
Cereals Group Co., Ltd through issuing 655,752,951 shares to Fude Capital. After the issuing, total share capital of the Company up
to 1,152,535,254 shares from 496,782,303 shares. Total shares and changes in shareholder structure are as:
Shareholder Before transaction After transaction
Number of shares Proportion of Number of shares Proportion of
holding (Share) shares holding holding (Share) shares holding
Shenzhen Agricultural Products Co., Ltd. 94,832,294 19.09% 94,832,294 8.23%
Shenzhen Fude State-owned Capital Operation 79,484,302 16.00% 735,237,253 63.79%
Co., Ltd.
Other circulating shareholders 322,465,707 64.91% 322,465,707 27.98%
Total 496,782,303 100.00% 1,152,535,254 100.00%
After the above mentioned material assets reorganization, SZCG included in the consolidate socope as the subsidiary of the Company.
Performance of SZCG included in the listed company correspondingly, thus, the assets and liability of the Company has major growth
from a year earlier, the year before reorganization.
Ended as reporting period, total assets of the Company amounted as 6468.95 million yuan, increased 9.44 percent by comparing with
5911.03 million yuan at same period last year; total liability of the Company amounted as 2131.35 million yuan, increased 10.45
percent by comparing with 1938.2 million yuan at same period last year
3. Existing internal staff shares
□ Applicable√Not applicable
108
深圳市深粮控股股份有限公司 2018 年年度报告全文
III. Particulars about shareholder and actual controller of the Company
1. Number of shareholders and particulars about shares holding
In Share
Total preference
shareholders
Total preference
Total common with voting
Total common shareholders with
stock rights recovered
stock voting rights
shareholders at at end of last
shareholders in 63,160 57,385 recovered at end of 0 0
end of last month month before
reporting reporting period (if
before annual annual report
period-end applicable) (found
report disclosed disclosed (if
in note 8)
applicable)
(found in note 8)
Particulars about shares held above 5% by shareholders or top ten shareholders
Proport Total shares Amount of Number of share
Amount of
Nature of ion of hold at the end Changes in un- pledged/frozen
Full name of Shareholders restricted
shareholder shares of report report period restricted State of
shares held Amount
held period shares held share
Shenzhen Fude State-owned State-owned
63.79% 735,237,253 735,237,253 669,184,735 66,052,518
Capital Operation Co., Ltd. legal person
Shenzhen Agricultural Products
Other 8.23% 94,832,294 0 15,384,832 79,447,462
Co., Ltd.
Domestic
Sun Huiming nature 0.30% 3,403,262 0 0 3,403,262
person
Domestic
Hu Xiangzhu nature 0.23% 2,630,000 720000 0 2,630,000
person
Zhonghai Trust Co., Ltd. -
Zhonghai - Pujiang Star 353 Other 0.18% 2,108,025 2,108,025 0 2,108,025
Collective Fund Trust
China resources Trust - CR Trust
- Yun sheng 9 Collective Fund Other 0.18% 2,091,200 2,091,200 0 2,091,200
Trust Plan
Domestic
Cai Yunsheng nature 0.14% 1,611,590 1,611,590 0 1,611,590
person
Central Huijin Asset State-owned 0.13% 1,472,625 0 0 1,472,625
109
深圳市深粮控股股份有限公司 2018 年年度报告全文
Management Co., Ltd. legal person
Domestic
Lin Junbo nature 0.13% 1,457,900 1,457,900 0 1,457,900
person
Domestic
Li Qian nature 0.11% 1,279,191 -3487 0 1,279,191
person
Strategy investors or general corporation
comes top 10 common shareholders due to N/A
rights issue (if applicable) (see note 3)
Shenzhen SASAC directly holds 100% equity of Fude Capital, and holds 34% of
Agricultural Products indirectly through Fude Capital; the Company was not aware of
Explanation on associated relationship among
any related relationship between other shareholders above, and whether they belonged to
the aforesaid shareholders
parties acting in concert as defined by the Acquisition Management Method of Listed
Company.
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of un-restrict shares held at Period-end
Type Amount
RMB
Shenzhen Agricultural Products Co., Ltd. 79,447,462 common 79,447,462
shares
RMB
Shenzhen Fude State-owned Capital
66,052,518 common 66,052,518
Operation Co., Ltd.
shares
Domesti
cally
Sun Huiming 3,403,262 listed 3,403,262
foreign
shares
RMB
Hu Xiangzhu 2,630,000 common 2,630,000
shares
RMB
Zhonghai Trust Co., Ltd. - Zhonghai - Pujiang
2,108,025 common 2,108,025
Star 353 Collective Fund Trust
shares
RMB
China resources Trust - CR Trust - Yun sheng
2,091,200 common 2,091,200
9 Collective Fund Trust Plan
shares
Cai Yunsheng 1,611,590 RMB 1,611,590
110
深圳市深粮控股股份有限公司 2018 年年度报告全文
common
shares
RMB
Central Huijin Asset Management Co., Ltd. 1,472,625 common 1,472,625
shares
RMB
Lin Junbo 1,457,900 common 1,457,900
shares
RMB
Li Qian 1,279,191 common 1,279,191
shares
Shenzhen SASAC directly holds 100% equity of Fude Capital, and holds 34% of
Expiation on associated relationship or
Agricultural Products indirectly through Fude Capital; the Company was not aware of
consistent actors within the top 10 un-restrict
any related relationship between other shareholders above, and whether they belonged to
shareholders and between top 10 un-restrict
parties acting in concert as defined by the Acquisition Management Method of Listed
shareholders and top 10 shareholders
Company.
Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back
agreement dealing in reporting period
□ Yes √ No
The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no
buy-back agreement dealing in reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholders: local state-owned holding
Type of controlling shareholders: legal person
Legal
Controlling person/perso
Date of foundation Organization code Main operation business
shareholders n in charge of
the unit
Investing in the establishment of industries
(Specific projects are declared separately);
development, operation and management of
self-owned properties. (Projects subject to
approval according to law should be
Shenzhen Fude approved by relevant departments before
State-owned Capital Zhu Junming 2017-12-14 91440300MA5EWWPXX2 carrying out business activities) (Except for
Operation Co., Ltd. projects prohibited by laws, administrative
regulations and the decisions of the State
Council, and the restricted projects must be
licensed before operating)
111
深圳市深粮控股股份有限公司 2018 年年度报告全文
Equity of other
domestic/oversea
listed Company
control by Except for holding 63.79 percent equity of the Company, 34.04 percent equity of Shenzhen Agricultural
controlling Products Co., Ltd was held by Shenzhen Fude State-owned Capital Operation Co., Ltd.
shareholder as well
as stock-joint in
report period
Changes of controlling shareholders in reporting period
√ Applicable□Not applicable
New controlling shareholder Shenzhen Fude State-owned Capital Operation Co., Ltd.
Date for change 2018-4-3
Query index on specify web site Juchao website（www.cninfo.com.cn）
Disclosure date on specify web site 2018-4-4
3. Actual controller and persons acting in concert
Nature of actual controller: local state-owned assets management
Type of actual controller: legal person
Legal
person/perso
Actual controller Date of foundation Organization code Main operation business
n in charge
of the unit
According to the authorization of the Shenzhen
Municipal Government, perform the investor’s
duties in accordance with laws and regulations,
safeguard the rights and interests of the investor
of state-owned assets in accordance with the
law; assume the responsibility of supervising
the state-owned assets of municipal enterprises;
Shenzhen Municipal
assume the responsibility of supervising the
People’s Government
hedging and investor of state-owned assets of
State-owned Assets
Yu Gang 2004-04-02 11440300K317280672 the supervised enterprises; guide and advance
Supervision &
the supervised enterprises to improve the
Administration
corporate governance structure, strengthen the
Commission
construction of the board of directors and the
board of supervisors of the supervised
enterprises; take responsible for appointing or
recommending directors, supervisors and
financial controllers to the supervised
enterprises, take responsible for the audit of the
economic responsibility of the responsible
112
深圳市深粮控股股份有限公司 2018 年年度报告全文
persons of the supervised enterprises in
accordance with the provisions on the
administration authority of the persons in charge
of the enterprise; take responsible for preparing
the budget and final account draft of the annual
state-owned capital operation of the supervised
enterprises, including the government budget
system, etc.
Equity of other
domestic/foreign listed
Company controlled -
by actual controller in
reporting period
Changes of actual controller in reporting period
□ Applicable √Not applicable
No changes of actual controllers for the Company in reporting period.
Property right and controlling relationship between the actual controller and the Company is as follow:
Actual controller controlling the Company by entrust or other assets management
□ Applicable√Not applicable
4. Particulars about other legal person shareholders with over 10% shares held
113
深圳市深粮控股股份有限公司 2018 年年度报告全文
□ Applicable√Not applicable
5. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers,
restructuring side and other commitment subjects
□ Applicable√Not applicable
114
深圳市深粮控股股份有限公司 2018 年年度报告全文
Section VII. Preferred Stock
□ Applicable √Not applicable
115
深圳市深粮控股股份有限公司 2018 年年度报告全文
Section VIII. Particulars about Directors, Supervisors, Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasin Decreasin
Shares Shares
g shares g shares
Post- held at Other held at
Start dated End date held in held in
Sex
Title holding Age of office of office period- changes period-
Name (F/M) this this
term term
status begin (share) end(Share
period period
(Share) )
(Share) (Share)
Party
Zheng Currently 2015-09- 2018-09-
Secretary, M 57 66,000 0 0 0 66,000
Yuxi in office 10 10
Chairman
Zhang Currently 2017-09- 2018-09-
Director M 57 0 0 0 0 0
Guodong in office 13 10
Currently 2018-05- 2018-09-
Wang Li Director M 58 0 0 0 0 0
in office 15 10
Currently 2018-05- 2018-09-
Ni Yue Director F 45 0 0 0 0 0
in office 15 10
Fan Independen Currently 2015-09- 2018-09-
M 70 3,960 0 0 0 3,960
Zhiqing t director in office 10 10
Wu Independen Currently 2015-09- 2018-09-
M 66 0 0 0 0 0
Shuping t director in office 10 10
Chen Independen Currently 2015-09- 2018-09-
M 47 0 0 0 0 0
Cansong t director in office 10 10
Yan Director, Currently 2015-09- 2018-09-
M 49 71,114 0 0 0 71,114
Zesong GM in office 10 10
Director,
Deputy
Currently 2015-09- 2018-09-
Li Yiyan GM, F 53 41,250 0 0 0 41,250
in office 10 10
Secretary of
the Board
Chairman
of Currently 2015-09- 2018-09-
Lin Hong F 54 41,250 0 0 0 41,250
supervisory in office 10 10
committee
Wang Supervisor Currently F 52 2018-05- 2018-09- 0 0 0 0 0
116
深圳市深粮控股股份有限公司 2018 年年度报告全文
Huimin in office 15 10
Luo Staff Currently 2015-09- 2018-09-
M 58 0 0 0 0 0
Longxin supervisor in office 10 10
Currently 2015-09- 2018-09-
钱晓军 Deputy GM M 47 0 0 0 0 0
in office 10 10
Yao Currently 2015-09- 2018-09-
Deputy GM M 51 44,385 0 0 0 44,385
Xiaopeng in office 10 10
Wang Currently 2015-09- 2018-09-
CFO F 48 28,050 0 0 0 28,050
Zhiping in office 10 10
Liu Office- 2015-09- 2018-04-
Director M 49 0 0 0 0 0
Zhengyu leaving 10 13
Office- 2015-09- 2018-04-
Huang Yu Director M 45 0 0 0 0 0
leaving 10 13
Li Office- 2015-09- 2018-05-
Supervisor M 47 0 0 0 0 0
Xinjian leaving 10 15
Deputy
party
Office- 2015-09- 2018-05-
Li Fang secretary, F 45 39,766 0 0 0 39,766
leaving 10 31
SCID,
Deputy GM
Total -- -- -- -- -- -- 335,775 0 0 0 335,775
II. Changes of directors, supervisors and senior executives
√ Applicable□Not applicable
Name Title Type Date Reasons
Office-
Liu Zhengyu Director 2018-04-13 Reasons for job transfer
leaving
Office-
Huang Yu Director 2018-04-13 Reasons for job transfer
leaving
Office-
Li Xinjian Supervisor 2018-05-15 Reasons for job transfer
leaving
Deputy party Non-
Li Fang secretary, SCID, reappointmen 2018-05-31 Reasons for job transfer
Deputy GM t
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors,
supervisors and senior executive
(i) Director
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Mr. Zheng Yuxi: bachelor degree of economics, was born in 1962. He has served successively as director and
Deputy GM of underling enterprise of Shenzhen Special Economic Region Free Commodities Enterprises,
Chairman of Shenzhen Agri-Pastoral Enterprises Co., Ltd., assistant GM and Deputy GM and GM of the Company,
Chairman of 7th and 8th BOD; and now serves as Party Secretary of the Company and chairman of the 9th BOD
Mr. Zhang Guodong: master’s degree, and engineer, was born in 1962. He successively served as director of the
assets management dept. in Shenzhen Agricultural Products Co., Ltd, the director of international dept. and director
of the GM Office; the GM and chairman of Shanghai Hanjisi Market Management Co., Ltd. Now he serves as GM
of the HQ of supplying chain management in Shenzhen Agricultural Products Co., Ltd; also the director of 9th BOD
of the Company
Mr. Wang Li: master’s degree and an accountant, was born in 1961. He successively served as assistant workers in
Chengdu Locomotive Factory; assistant workers in Xi’an Railway Branch; business manager, vice director of the
financial department, director of capital division, deputy chief accountant, deputy GM, Director, deputy party
secretary and GM of Shenzhen SEG Group Co., Ltd.; now he serves as full-time external director of Shenzhen
SASAC, Director of Shenzhen Cereals Group Co., Ltd and Shenzhen Agricultural Products Co., Ltd, the Director
of 9th BOD of the Company.
Ms. Ni Yue: a master’s degree and a senior accountant, was born in 1974. She successively served as general ledger
accountant in Shanghai Jingan Commercial & Trade Corporation; chief accounting in Shanghai Tailong Real Estate
Co., Ltd.; finance officer in Shanghai Baodi Property Co., Ltd; chief accountant in Shanghai Ruian Real Estate Co.,
Ltd and full-time supervisor in the enterprise directly under SASAC of Shanghai Pudong New District. Now she
serves as full-time external director of Shenzhen SASAC, Director of Shenzhen Bus Group and Shenzhen Cereals
Group Co., Ltd; chief financial officer of Shenzhen Fude State-owned Capital Operation Co., Ltd.and Director of
9th BOD of the Company.
Mr. Fan Zhiqing, was born in 1949, a master’s degree, a senior accountant and senior economist. He has served
successively as judge of title of a senior professional post in Guangdong Province and panelists, financial manager
and CFO of large state-run or joint venture in Shenzhen, guest professor of Shenzhen University and Shenzhen
Managers College, independent Director of Ocean’s King Lighting Science & Technology Co., Ltd.;
independent Director of Shenzhen Kingsignal Technology Co., Ltd.; Independent director of Shenzhen Universe
Group; he also served as independent director of 5th, 6th and 8th BOD of the Company; independent director of
Shenzhen Shahe Industrial Co., Ltd; now he serves as independent director of Shenzhen SEG Co., Ltd. and
independent director of 9th BOD of the Company.
Mr. Wu Shuping, was born in 1953, a Master degree and senior economist. He has served successively as deputy
factory director of Shanghai Starter Motor Factory; deputy director of comprehensive division of General Office of
118
深圳市深粮控股股份有限公司 2018 年年度报告全文
Shanghai Municipal People’s Government; Director and Deputy President of Asia Commerce Enterprises
Consultant Co., Ltd.and Independent Director of Shenzhen Agricultural Products Co., Ltd and Chengdu Hi-Tech
Investment Group. Now he serves as GM of Shanghai Baiyan Enterprise Management Consultant Co., Ltd, and
Independent Director of 9th BOD of the Company.
Mr. Chen Cansong: born in 1972, bachelor degree. Successive director, politics and law committee of the district
party committee, Shantou; assistant lawyer of Guangdong Xincheng Law firm; lawyer of Guangdong Ruite Law
firm; now he is a lawyer and partner of Guangdong Dena Law Firm; outside director of Shenzhen State-owned Duty
Free Commodities (Group) Co.,Ltd. and independent director of 9th BOD of the Company.
Mr. Yan Zesong, was born in 1970, a university background. He served as Director and GM of Shenzhen Shenbao
Huacheng Food Co., ltd., President and chairman of Shenbao Huacheng Science and Technology Co.,Ltd,
supervisor of 6th Supervisory Committee of the Company and Director of 7th and 8th BOD of the Company. He now
serves as Director and GM of 9th BOD of the Company
Ms. Li Yiyan, was born in 1966, a master’s degree, a senior human resources manager. She has served successively
as deputy director and director of the HR department of the Company, supervisor of 5th and 6th supervisory
committee of the Company, the Director and Secretary of 7th BOD and Secretary of the 8th BOD. Now she serves
as Director of 9th BOD, Secretary of the Board and Deputy GM of the Company.
(ii) Supervisor
Ms. Lin Hong, was born in 1965, senior accountant with master degree. She once was the accountant charger of
Shenzhen Native Product & Animal By-Products & Tea I/E Co., accountant charge of Planning and Financial
Department of Hesheng FUR& LEATHER CO., Ltd., deputy minister of Planning and Financial Department of
Shenzhen Foreign Trade Xinhua Enterprise Co., accountant and deputy minister and minister of Planning and
Financial Department of Agricultural Products and chairman of 7th and 8th supervisory committee of the Company.
Now she serves as chairman of 9th supervisory committee of the Company.
Ms. Wang Huimin: master’s degree and a intermediate economist, senior HR manager and has a lawyer’s
qualification, was born in 1967. She successively served as a legal adviser for Shenzhen Construction Group Co.,
Ltd, an economist, chairman of the committee of female employees, manager of HR department in Shenzhen
Construction Investment Holding Co., Ltd; director of HR department of Shenzhen Investment Holding Co., Ltd;
Deputy GM of SZPRD; Director, Deputy party secretary and SCID of Shenzhen Cereals Group Co., Ltd. Now she
serves as SCID and Chairman of supervisory committee of Shenzhen Cereals Group Co., Ltd, the supervisor of 9th
supervisory committee of the Company.
Mr. Luo Longxin, was born in 1970, a university background and a tea researcher, was born in 1961. He successively
worked in Tea Research Institute, Chinese Academy of Agricultural Sciences, mainly engaged in research and
119
深圳市深粮控股股份有限公司 2018 年年度报告全文
technology development in tea making, tea bevarage, concentrated tea juice and other tea deep processing, served
as deputy director of the tea making office, member of the academic committee, and in 2018, he was hired by
National Science & Technology Award Office as an expert in evaluation of the National Science & Technology
Award. Worked as the director of production and quality department in Shenzhen Shenbao Huacheng Food Co.,
Ltd., the supervisor of 8th supervisory committee of the Company. Now he serves as the chief technical office and
head of R&D center of the Company, supervisor of 9th supervisory committee of the Company and Chairman of
the Shenzhen Shenbao Technology Center Co., Ltd., subordinate enterprise of the Company.
(iii) Senior executive
Mr. Qian Xiaojun, was born in 1972, a university background, a food engineer. He served in tea research institute
of Chinese Academy of Agricultural Sciences, mainly engaged in research of further processing of tea as well as
tea-making, tea beverage and concentrated tea; He successively served as technical chief and GM of Shenzhen
Shenbao Huacheng Science and Technology Co., Ltd. Now he serves as Deputy GM of the Company and chairman
of Hangzhou Ju Fang Yong Holding Co., Ltd and Shenzhen Shenshenbao Investment Co., Ltd.
Mr. Yao Xiaopeng, was born in 1968, a university background, a food safety division. He has successively served
as deputy GM and GM of Guangdong Shenbao Food Co., Ltd., Chairman of Shenbao Sanjing Food & Beverage
Development Co., Ltd and GM assistant of the Company. Now he serves as deputy GM of the Company and
chairman of Huizhou Shenbao Science & Technology Co., Ltd.
Ms. Wang Zhiping, was born in 1971, a university background, an accountant and non-practicing CPA. She has
successively served as auditor, senior auditor and department manager of Shenzhen Dahua CPA; director assistant
and director of accounting and financial department of the Company. Now she serves as CFO of the Company.
Post-holding in shareholder’s unit
√ Applicable□Not applicable
Weather receiving
Start dated of End date of
Name Name of shareholder’s units Position remuneration from
office term office term
shareholder’s units
GM of the
HQ of
Zhang
Shenzhen Agricultural Products Co., Ltd supplying Y
Guodong
chain
management
Explanation on
post-holding in
N/A
shareholder’s
unit
Post-holding in other unit
120
深圳市深粮控股股份有限公司 2018 年年度报告全文
√ Applicable□Not applicable
Weather receiving
Start dated of End date of office
Name Name of other units Position remuneration
office term term
from other units
Independent
Fan Zhiqing Shenzhen SEG Co., Ltd. Y
director
Shanghai Baiyan Enterprise Management
Wu Shuping GM Y
Consultant Co., Ltd
Lawyer,
Chen Cansong Guangdong Dena Law Firm Y
partner
Shenzhen State-owned Duty Free Outside
Chen Cansong N
Commodities (Group) Co.,Ltd Director
Explanation on
post-holding in N/A
other unit
Punishment of securities regulatory authority in recent three years to the Company’s current and outgoing directors,
supervisors and senior management during the reporting period
□ Applicable√Not applicable
IV. Remuneration for directors, supervisors and senior executives
Decision-making procedures, determination bases and actual payment of remunerations of directors, supervisors
and senior management
(i) Basis and Decision-making Process for the Annual Reward of Company Directors, Supervisors and Senior
Managers
During the reporting period, according to the headquarter compensation plan and performance measures, the
Company's board meeting remuneration and appraisal committee combined with the Company's annual business
situation and individual performance appraisal result and determined the directors, supervisors and senior
management personnel salary. The subsidiary standard of independent directors is subject to the resolution by the
2012 Annual General Meeting and adjusted as RMB 100,000 (tax included) per year for one person.
(ii) Total Compensation of Directors, Supervisors and Senior Managers
At end of the period, current directors, supervisors and senior executives’ total remuneration obtained from the
Company at period-end amounting to 5,917,900 Yuan before tax for the year. The resigned directors, supervisors
and senior executives obtained 509,900 Yuan from the Company for the year during office term, totally 6,427,800
Yuan obtained.
Remuneration for directors, supervisors and senior executives in reporting period
121
深圳市深粮控股股份有限公司 2018 年年度报告全文
In 10 thousand Yuan
Whether
Total
remuneration
Post-holding remuneration
Name Title Sex Age obtained from
status obtained from the
related party of
Company
the Company
Party Secretary, Currently in
Zheng Yuxi M 57 96.20 N
Chairman office
Currently in
Zhang Guodong Director M 57 0 Y
office
Currently in
Wang Li Director M 58 0 Y
office
Currently in
Ni Yue Director F 45 0 Y
office
Independent Currently in
Fan Zhiqing M 70 10 N
director office
Independent Currently in
Wu Shuping M 66 10 N
director office
Independent Currently in
Chen Cansong M 47 10 N
director office
Currently in
Yan Zesong Director、GM M 49 74.49 N
office
Director、Deputy
Currently in
Li Yiyan GM、Secretary F 53 103.67 N
office
of the Board
Chairman of
Currently in
Lin Hong supervisory F 54 56.84 N
office
committee
Currently in
Wang Huimin Supervisor F 52 0 Y
office
Currently in
Luo Longxin Staff supervisor M 58 46.29 N
office
Currently in
Qian Xiaojun Deputy GM M 47 47.65 N
office
Currently in
Yao Xiaopeng Deputy GM M 51 63.32 N
office
Currently in
Wang Zhiping CFO F 48 73.33 N
office
122
深圳市深粮控股股份有限公司 2018 年年度报告全文
Liu Zhengyu Director M 49 Office-leaving 0 Y
Huang Yu Director M 45 Office-leaving 0 Y
Li Xinjian Supervisor M 47 Office-leaving 0 Y
Li Fang Deputy GM F 45 Office-leaving 50.99 N
Total -- -- -- -- 642.78 --
Note: 1. The total amount of pre-tax remuneration received by the above directors, supervisors and senior executives from the company
refers to the basic wages, performance pay, bonuses, allowances, subsidies, employee benefits fee and other forms of total pre-tax
remuneration received from the company.
2. The above total amount of remuneration includes part of the delayed performance pay of 2017.
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable√Not applicable
V. Particulars of workforce
1. Number of Employees, Professional composition, Education background
Employee in-post of the parent Company(people) 154
Employee in-post of main Subsidiaries (people) 942
The total number of current employees(people) 1,096
The total number of current employees to receive pay (people) 1,096
Retired employee’ s expenses borne by the parent Company and
1
main Subsidiaries(people)
Professional composition
Category of professional composition Numbers of professional composition (people)
Production personnel 429
Salesperson 134
Technicians 86
Financial personnel 99
Administrative personnel 348
Total 1,096
Education background
Education Numbers (people)
Postgraduate or above 95
Undergraduate 337
3-years regular college graduate 250
Polytechnic school graduate 87
123
深圳市深粮控股股份有限公司 2018 年年度报告全文
Senior middle school graduate or below 327
Total 1,096
2. Remuneration Policy
During the reporting period, employee wages was paid monthly according to salary management provisions set by
the Company, and the performance-related pay was issued based on the actual situation of benefit and individual
performance assessment results at the year-end, remuneration and benefit are connected as a whole.
3. Training Plan
According to the company’s overall strategic deployment and business planning, combined with the company’s
actual business situation, in order to strengthen the construction of learning organizations, promote the
organizational performance improvement, and continue to promote the enterprise technology innovation and model
innovation, the company explored internal and external training resources in 2018, enriched training forms, cultivate
employees’ innovative thinking and problem-solving skills and improve the comprehensive quality and abilities of
employees through the organic combination of special training, personalized training, “menu-style” training,
individual guidance, internal communication and other forms of training so as to reserve talent resources for the
company’s development.
In 2019, the company will strengthen the rule of law education, further improve the legal knowledge of employees,
and hold the “Legal Knowledge Enhancement Class” around the National Constitutional Amendment, Supervision
Law, Information Disclosure of Listed Companies, and Enterprise Contract Law. At the same time, according to the
needs of staff training, through the close integration of training and actual business, organize and participate in high-
quality special courses, and promote employees to continuously improve their work ability so as to support the
effective implementation of the company’s strategies.
4. Labor outsourcing
□ Applicable√Not applicable
124
深圳市深粮控股股份有限公司 2018 年年度报告全文
Section IX. Corporate governance
I. Brief introduction of corporate governance
During the reporting period, the Company constantly improved the corporate governance structure, improved the
quality of corporate governance, and established a sound internal control system, strictly in accordance with
corporate governance requirements of normative documents released by the “Company Law“, ”Securities Law,
Corporate Governance Guidelines“ and ”Standardize Operational Guidelines to Main Board Listed Companies of
Shenzhen Stock Exchange. The Company continued to carry out the governance activities, improved the standard
operation level, and safeguarded the legitimate interests of the Company and investors.
(i) Accountability among Shareholders’ General Meeting, the Board of Directors and Supervisors were clear, we
strictly implemented the rules from the "Articles of Association" during the reporting period as well as work
regulations and other basic management system to ensure the effective implementation of the internal control system.
(ii) In reporting period, governance mechanism formulated and revised by the Company are as:
The Special Proposal of Article of Association Revision has deliberated and approved in AGM 2017 held on 15
May 2018, found more in the Article of Association (May 2018) released on Juchao Website (www.cninfo.com.cn)
dated 16 May 2018.
The Management System of Corporate Entrusted Finance has deliberated and approved in 17th session of 9th BOD
held on 8 June 2018, found more in the Management System of Corporate Entrusted Finance released on Juchao
Website (www.cninfo.com.cn) dated 11 June 2018.
The Special Proposal of Article of Association Revision, Rules of Procedure of the Board Revision and Rules of
Procedure of Supervisory Committee Revision have deliberated and approved in Third Extraordinary shareholders
meeting of 2018 held on 15 Nov. 2018, found more in the Article of Association (November 2018), Rules of
Procedure of the Board (November 2018) and Rules of Procedure of Supervisory Committee (November 2018)
released on Juchao Website (www.cninfo.com.cn) dated 6 November 218.
The Special Proposal of Article of Association Revision has deliberated and approved in 24th session of 9th BOD
held on 28 December 2018, found more in the Article of Association (December 2018) released on Juchao Website
(www.cninfo.com.cn) dated 29 December 2018.
The Company received no relevant documents with administrative regulation concerned from supervision
department in reporting period, and has no particular about rectification within a time limit. From point of the Board,
corporate governance of the Company shows no difference to requirement from relevant documents with actual
125
深圳市深粮控股股份有限公司 2018 年年度报告全文
condition.
Is there any difference between the actual condition of corporate governance and relevant regulations about
corporate governance for listed Company from CSRC?
□ Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about
corporate governance for listed Company from CSRC.
II. Independence of the Company in aspect of business, personnel, assets, institute and finance
relative to its controlling shareholder
By the end of the reporting period, Fude Capital is the actual controller of the Company with 63.79 percent shares
held. The Company, in strict accordance with the governance rules of listed corporate and other relevant
provisions, completely separates from the controlling shareholders in business, finance, personnel, assets,
organizations, and has independent full business and self management ability.
1. Independent Business:
The business of the Company is independent from controlling shareholders and has complete business and self
management ability and is mainly engaged in Grain & oil trading processing, Warehousing logistics service, production and
sale of tea products, food and beverage products. It develops business alone, not depends on the shareholders and
their affiliated enterprises, which has no competition with controlling shareholder and its subordinate enterprises.
The controlling shareholder has no direct or indirect intervention in the Company business activities.
2. Independent Staff:
The Company has special organization to manage labor and payment, and has independent perfect personnel system
and collective management system. General manager of the Company as well s deputy GM, secretary of the Board,
CFO and other senior executives are received remuneration from the Company, and are not received remuneration
from shareholders’ unit and subordinate enterprises and holding the post except director or supervisor. All the
Company's directors, supervisors are elected through legal procedures. The general manager, deputy general
manager, chief financial officer and the board secretary are appointed by the board meeting. The Company has
independent power of appointment and removal of personnel.
3. Independent Assets:
The Company has independent and integrity asset structure, has independent production system, auxiliary
production systems and supporting facilities, and has independent purchase and sales system. There is no controlling
shareholder's non business occupation of money and the property.
4. Independent Organization:
The Company has set up a sound organizational structure system and operates independently; owns production and
business operation place independent from the controlling shareholders; there is no mixed operation between the
Company and controlling shareholders.
5. Financial Independent:
The Company, with independent financial department, has set up independent accounting system and financial
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management system and makes financial decision independently. With independent bank accounts, tax payment,
the Company strictly follows the financial system and has independent operation and standardized management.
There is no intervention into financial and accounting activity by controlling shareholder.
III. Horizontal Competition
□ Applicable√Not applicable
IV. In the report period, the Company held annual general meeting and extraordinary
shareholders’ general meeting
1. Annual General Meeting in the report period
Ratio of
Session of meeting Type investor Date Date of disclosure Index of disclosure
participation
Disclosed at
www.cninfo.com.cn on No.
2018-44 " resolutions
Annual General
AGM 0.19% 2018-05-15 2018-05-16 Announcement to 2017
Meeting of 2017
Annual General Meeting of
Shenzhen Shenbao Industrial
Co., Ltd. " on 16 May 2018
Disclosed at
www.cninfo.com.cn on No.
First extraordinary
extraordinary 2018-57 " resolutions
general meeting of 4.78% 2018-06-27 2018-06-28
general meeting Announcement to First
2018
extraordinary general meeting
of 2018 " on 28 June 2018
Disclosed at
www.cninfo.com.cn on No.
Second
2018-81 " resolutions
extraordinary extraordinary
0.00% 2018-09-13 2018-09-14 Announcement to Second
general meeting of general meeting
extraordinary general meeting
2018
of 2018 " on 14 September
2018
Disclosed at
www.cninfo.com.cn on No.
Third extraordinary 2018-97 " resolutions
extraordinary
general meeting of 0.06% 2018-11-15 2018-11-16 Announcement to Third
general meeting
2018 extraordinary general meeting
of 2018 " on 16 November
2018
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深圳市深粮控股股份有限公司 2018 年年度报告全文
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable√Not applicable
V. Responsibility performance of independent directors
1. The attending of independent directors to Board meetings and general meeting
The attending of independent directors
Times of Absent the
Times of Times of
Name of Board meeting Times of Meeting for
Times of attending by Times of attending
independent supposed to entrusted the second
Presence communicatio Absence shareholders’
director attend in the presence time in a row
n meeting
report period (Y/N)
Fan Zhiqing 10 10 0 0 0N 0
Wu Shuping 10 4 6 0 0N 1
Chen Cansong 10 10 0 0 0N 1
Explanation of absent the Board Meeting for the second time in a row:
Nil
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company’s relevant matters
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
During the reporting period, independent directors of the Company was in strict accordance with relevant laws from
the "Articles of Association", the "Company Law", "Guidance to Establishment of Independent Director System in
Listed Companies ", and actively attended board meetings, shareholders' meetings. We issued independent
professional opinion for important issues. And we sustained attention to the operating, inspected and guided the
management work from time to time, learned about internal control system, implementation progress of the equity
investment project, etc., and continue to enhance consciousness of performing duties according to law, express
independent and impartial advice for investment outside, related party transactions, hiring auditors and other matters
occurred during the reporting period in time. Duties performance of independent directors has improved the
corporate governance structure and safeguarded the interests of the Company and its shareholders. From
performance of duties of Independent Directors please note from “2018 Annual Work Report of Independent
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Directors” detailed in www.cninfo.com.cn on disclosure.
VI. Performance of Duties by Specialized Committees under the Board Meeting in the
Reporting Period
1. Performance of Duties by the Auditing Committee
In the reporting period, totally three meetings are held by auditing committee for annual report of the Company,
Annual Report 2017, First Quarterly Report of 2018, semi-annual report 2018, the financial report of 3rd quarterly
report 2018 deliberation; and confirmed that the financial report satisfy requirement of Accounting rules and present
a fair and complete financial status, operation results and cash flow of the Company; examined the construction
progress of internal control, carried a professional opinions for the auditing institution appointed outside the
Company, guarantee the Company finished auditing on schedule. Auditing committee of the Company earnestly
following the principle of diligence, play a supervise role in full and protect the independency of the auditing.
2. Performance of Duties by the Remuneration and Appraisal Committee
During the reporting period, the remuneration and appraisal committee has held one meeting to examine the 2017
annual performance factor according to the regulation of performance management measures for the headquarters,
and inspected the 2017 annual salary for the Company's directors, supervisors and senior managers, at the same
time, made confirmation for the operating performance indicators in 2018.
3. Performance of Duties by the Nomination Committee
During the reporting period, the Nominations Commission of the Board of Directors convened a meeting which
reviewed the proposal on supplementing Mr. Wang Li and Ms. Ni Yue as the director of the Company and conducted
examination on their qualifications in accordance with the stipulations of the “Work Regulations on the Nominations
Commission of the Board of Directors of the Company”.
4. Performance of Duties by the Strategy Committee
During the reporting period, the strategy committee of the Board held four meetings and deliberated and approved
the follow proposals as Shenzhen Shenbao Industrial Co., Ltd Issuing Shares to Purchase Assets and Plan of Related
Transaction, The conditional Agreement on Share Issuance and Purchase of Assets signed by Fude Capital,
Shenzhen Shenbao Industrial Co., Ltd Issuing Shares to Purchase Assets and Pre-Plan of Related Transaction and
Revoke the Shantou Branch of Shenzhen Shenbao Huacheng Science and Technology Co.,Ltd etc.
5. Performance of Duties by the Information Disclosure Committee
During the reporting period, the Information Disclosure Commission of the Board of Directors held three meetings
and reviewed the Company’s periodic reports of 2017 and the first quarter of 2018, the semi-annual of 2018 and the
third quarter of 2018 in accordance with the “Implementation Rules of Information Disclosure Commission of the
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Company”, and ensured that the information disclosure contents were true, accurate and complete without false
records, misleading statements or major omissions.
VII. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory
committee
□ Yes √ No
VIII. Appraisal and incentive mechanism for senior executives
The personnel department of the Company is based on the Company's overall business performance and
achievement of management index, the remuneration and appraisal committee under the board meeting of the
Company will carry on comprehensive evaluation in accordance with the headquarter performance management
method, take it as the basis for salary adjustment and rewards of senior management personnel and then implement
after the approval of the board meeting and general meeting. The Company will further explore the effective
incentive mechanism to fully arouse the initiative and enthusiasm of management, promoting the sustainable and
stable development of the Company.
IX. Internal control
1. Details of major defects in IC appraisal report that found in reporting period
□ Yes √ No
2. Self-appraisal Report of Internal Control
Disclosure date of full internal control
2019-04-27
evaluation report
Disclosure index of full internal
Juchao information website (www.cninfo.com.cn)
control evaluation report
The ratio of the total assets of units
included in the scope of evaluation
accounting for the total assets on the 50.31%
Company's consolidated financial
statements
The ratio of the operating income of
units included in the scope of
evaluation accounting for the 4.69%
operating income on the Company's
consolidated financial statements
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
Major defects: Defect alone or together with Qualitative evaluation criteria for
Qualitative criteria
other defects in a timely manner cause Identified internal control deficiencies
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深圳市深粮控股股份有限公司 2018 年年度报告全文
unpreventable or undetectable and in non-financial reporting are as
uncorrectable material misstatement in the follows:
financial statements. the Company may indicate the presence
The Company may indicate the presence of of significant deficiencies related to
significant deficiencies in internal control non-financial reporting internal control
over financial reporting if following if following circumstances:
circumstances: ①The lack of democratic decision-
① The directors, supervisors and senior making process, such as the lack of
management fraud; decision-making on major issues, an
②Enterprise corrected mistake which has important appointment and dismissal of
been published in financial statements; cadres, major investment decisions,
③ CPA found material misstatement in large sums of money using the
current financial statements, but internal decision-making process;
control during operation failed to find the ②Decision-making process is not
misstatements; scientific, such as major policy
④Oversight of internal control by Corporate mistakes, resulting in significant
Audit Committee and the internal audit is property damage to the Company;
invalid; ③ Serious violations of national laws
⑤ Particularly important or significant and regulations;
deficiencies found during internal control has ④ Loss of key executives or loss of a
not been rectified; large number of key talent;
⑥The lack of business-critical system or ⑤Negative media news are frequent.
invalid system. Important defect: defect alone Other cases are determined by the
or together with other defects in a timely degree of influence as an important
manner cause unpreventable or undetectable general defect or common defects.
and uncorrectable material misstatement in
the financial statements, although not reach
and exceed the level of importance, should
lead to management attention misstatements.
If the defect found meet any of the following,
it should be identified as an important defect
in the internal control of financial reports: ①
The current financial report has important
misstatement based on the above
identification, the control activity fails to
identify the misstatement; ② Although the
misstatement hasn’t reached and exceeded the
importance level, but in terms of nature, it
should still cause the board of directors and
management to pay attention to. General
Defects: other internal defects do not pose a
significant or important defect control
deficiencies.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Qualitative evaluation criteria for
Identified internal control deficiencies
in non-financial reporting are as
follows:
General defects: the amount of direct
property loss of 10 million (10 million)
and ~ 1.5 million Yuan by the provincial
Qualitative criteria of financial reporting are
(including provincial) government the
as follows:
following penalties but the Company
General Defects:
disclosed in periodic reports on the
reported wrongly <0.5% of total capital or
negative impact;
reported wrongly<0.5% of operating income;
Important flaw: the amount of direct
Quantitative standard Important flaw: 0.5% of total assets ≤ reported
property loss of 1.5 million Yuan
wrongly <1% of total assets or 0.5% of
(including 1.5 million Yuan) ~ 3 million
operating income≤ misstatements <1% of
Yuan and punished by the state
revenue;
government but the Company disclosed
Major flaw: misstatement ≥ 1% of total assets
in periodic reports on the negative
or misstatements ≥ 1% of revenue.
impact;
Major flaw: the amount of direct
property loss of 3 million Yuan and
above and have been officially
disclosed outside the Company
disclosed in periodic reports and
adversely affected.
Amount of significant defects in
0
financial reports
Amount of significant defects in non-
0
financial reports
Amount of important defects in
0
financial reports
Amount of important defects in non-
0
financial reports
X. Audit report of internal control
√ Applicable□Not applicable
Deliberations in Internal Control Audit Report
Dahua Certified Public Accountants (special general partnership) believes Shenshenbao Company was in accordance with the
"basic norms of internal control" and the relevant provisions and maintained effective internal control of financial reporting in all
material respects on 31 Dec 2018
Disclosure details of audit report of internal control Disclosed
Disclosure date of audit report of internal control (full-
2019-04-27
text)
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Index of audit report of internal control (full-text) Juchao Information Website (www.cninfo.com.cn)
Opinion type of auditing report of IC Standard unqualified
Whether the non-financial report had major defects No
Whether modified audit opinions carried out for the audit report of internal control from CPA or not
□ Yes √ No
Whether audit report of internal control, issued by CPA, is in agreement with self-evaluation report, issued by the Board
√ Yes □ No
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Section X Corporate Bond
Whether the Company has a corporation bonds that issuance publicly and listed on stock exchange and without due on the date when
annual report approved for released or fail to cash in full on due
□Yes √ No
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深圳市深粮控股股份有限公司 2018 年年度报告全文
ection XI. Financial Report
I. Audit Report
Type of audit opinion Standard unqualified opinion
Signing date of audit report 2019-04-25
Dahua Certified Public Accountants (Special General
Name of audit institute
Partnership)
Document serial of audit report [2019]No.: 005107
Name of the CPA Chen Baohua, Zhou Lingzhi
Text of auditing report
Auditor’s Report
Da Hua Shen Zi [2019] No.005107
To all shareholders of SHENZHEN CEREALS HOLDINGS CO., LTD.:
I. Auditing opinions
We have audited the financial statement under the name of SHENZHEN CEREALS HOLDINGS CO., LTD
(original named Shenzhen Shenbao Industrial Co., Ltd., hereinafter referred to as SZCH Company), including the
consolidated and parent Company’s balance sheet of 31 December 2018 and profit statement, and cash flow
statement, and statement on changes of shareholders’ equity for the year ended, and notes to the financial statements
for the year ended.
In our opinion, the Company’s financial statements have been prepared in accordance with the Accounting
Standards for Business Enterprises, and they fairly present the financial status of the Company and of its parent
company as of 31 December 2018 and its operation results and cash flows for the year ended.
II. Basis of opinion
We conducted our audit in accordance with the Auditing Standards for Certified Public Accountants of China. Our
responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the
Financial Statements” section of the auditor’s report. We are independent of the Company in accordance with the
Certified Public Accountants of China’s Code of Ethics for Professional Accountants, and we have fulfilled our
other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
III. Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
We identified the following key audit issues that need to be communicated in the audit report.
Inventory and inventory falling price reserves; and
Revenue confirmation.
(i) Inventory and inventory falling price reserves
Matter description
Please refer to Note IV. (xii) and Note VI, Annotation 6. to the consolidated financial statements for the accounting
policies and carrying amounts of the inventory and inventory falling price reserves.
As of December 31, 2018, the inventory book balance presented on the consolidated financial statements of SZCH
Company was 2,926,908,330.62 yuan, and the amount of inventory falling price reserves was 127,288,778.48 yuan.
The book value of inventory is 2,811,802,600.19 yuan, accounting for 43.47% of total assets. Inventory is measured
at the lower one between the cost and the net realizable value, due to the large amount of money of inventory, the
management needed to make significant judgments when determining the decrease in value of inventory, including
the consideration of government reserve as grain & oil, food and vegetable oil included, that affected by futures
market, these important judgments have a significant impact on the valuation of inventory and provision for
inventory depreciation at period-end; therefore, we determined the inventory and inventory falling price reserves as
key audit matters.
2. Audit response
The main audit procedures we implemented for the inventory and inventory falling price reserves of SZCH
Company include:
(1) Understood, evaluated and tested the internal control design and implementation related to inventory falling
price reserves of SZCH Company so as to evaluate whether the internal control of inventory falling price reserves
was compliant and effective;
(2) We performed the inventory monitoring procedures for inventory, and checked the quantity, the validity period
of products quality of the inventory at end of the period etc.;
(3) Acquired the calculation table of inventory falling price reserve, implemented the inventory impairment test
procedure, checked whether it was implemented according to the relevant accounting policies, and the changes of
inventory falling price in the previous year’s provision during the current period, and analyzed whether provision
for inventory falling price reserves was sufficient.
(4) We obtained the year-end inventory age list of SZCH Company’s inventory, conducted an analytical review of
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the inventory with long inventory age combine with the validity of products, and analyzed the need for separate
provision for inventory depreciation for long-term stocks.
(5) Review whether the estimated selling price of the inventory in the inventory depreciation reserve calculation
table of Shenzhen Cereals Holdings Co., Ltd. is reasonable through the implementation of on-site visits and online
public inquiry of the market transaction price, etc.: For the tea products, we take some samples to visit and inquire;
For grain and oil products, we publicly inquire the about the trading prices of grain and oil products by getting to
know the trend of grain and oil products futures market and through authoritative websites in the industries such as
“China Grains Network”, “www.cofeed.com” and “JCI”;
(6) Understand and inquire about the main production technology process and cost accounting methods of the
product, and check whether the cost accounting method matches the production technology process flow;
(7) We assessed the accounting treatment and disclosure of the management to inventory falling price reserves on
December 31, 2018.
Based on the executed audit procedures, we hold the opinion that the relevant judgments and estimates made by
SZCH Company’s management on the inventory falling price reserves were reasonable.
(ii) Revenue confirmation
1. Matter description
Please refer to Note IV. (xxv) and Note VI. Annotation 35 to the consolidated financial statements for the accounting
policies and carrying amounts of the inventory and inventory falling price reserves.
SZCH Company achieved operating income of 10,758,782,838.14 yuan in 2018, of which the income grain and oil
business amounted to 10,303,178,984.95 Yuan, accounting for 95.77 percent of operating income. The income from
grain and oil business has a significant impact on the financial statement, and it is one of the key index of
performance of SZCH, which has a special risks in manipulation for achieving the predicted target, therefore, the
identify of operating income will be listed as the key auditing event.
2. Audit response
The main audit procedures we implemented for the inventory and inventory falling price reserves of SZCH
Company include:
(1) Understood, evaluated and tested the internal control design and implementation related to revenue recognition
of SZCH Company so as to evaluate whether the internal control of revenue recognition was compliant and effective;
(2) Selected business contract samples and conduct interviews with management to assess whether SZCH
Company’s revenue recognition policies met the requirements of relevant accounting standards;
(3) Implemented analytical procedures on operating income and operating costs, analyzed abnormal changes in
gross profit margin, and reviewed the rationality of revenue;
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深圳市深粮控股股份有限公司 2018 年年度报告全文
(4) We adopted the sampling method and executed the following procedures for the operating revenue confirmed
by SZCH Company:
① For the sales of domestic customers, select the important customers and check sales contracts, shipping
documents, receipt/shipment transfer documents, accounting vouchers, current return fund flow receipts,
reconciliation letters, etc., and combine with the implementation confirmation procedures of accounts receivable;
② For the export sales, check sales contracts, customs declaration, bill of lading, accounting vouchers, current
return funds flow receipts, etc., at the same time, personally log in the customs declaration system and foreign
exchange management system to obtain the import and export customs declaration data of Shenzhen Cereals
Holdings Co., Ltd. in two systems and check with the accounting information, and combine with the implementation
confirmation procedures of accounts receivable;
③Analyzed and selected important customer samples, and affirmed whether there was related relationship between
customers and SZCH Company through verification procedures such as network and business information and
management interviews;
④ For the income from grain and oil storage services, we review the accuracy of the income from the grain and oil
storage services of Shenzhen Cereals Holdings Co., Ltd. based on various storage fee calculation standards
stipulated by the “Operational Procedures for Government Grain Storage All-in Cost of Shenzhen” and “Operational
Procedures for Edible Vegetable Oil Government Reserve All-in Cost of Shenzhen”, and the grain and oil reserves
of Shenzhen Cereals Holdings Co., Ltd., the number of rotations, and other actual business data.
⑤Performed cut-off tests to check the delivery notes, receipt forms/transfer of goods right, acceptance statements,
export invoices, and other supporting documents of sales revenue and transaction before and after the balance sheet
date so as to assess whether the sales revenue was confirmed during the appropriate period.
(5) Select some customers to implement the on-site visit procedure, understand the specific mode and authenticity
of the business, and evaluate whether the income recognition policy of Shenzhen Cereals Holdings Co., Ltd. meets
the requirements of relevant accounting standards;
(6) Assessed whether the financial statement disclosure of the management to revenue was appropriate.
Based on the executed audit procedures, we hold the opinion that the reporting and disclosure made by SZCH
Company’s management on the operating revenue were appropriate.
IV. Other information
The management of SZCH Company is responsible for other information which includes the information covered
in the Company’s 2018 annual report excluding the financial statement and our audit report.
The audit opinion issued by us for the financial statement has not covered other information, for which we do not
issue any form of assurance opinions.
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Considering our audit on financial statements, we are liable to read other information, during which, we shall
consider whether other information differs materially from the financial statements or that we understand during
our audit, or whether there is any material misstatement.
Based on the works executed by us, we should report the fact if we find any material misstatement in other
information. In this regards, we have nothing to report.
V. Responsibilities of management and those charged with governance for the financial statements
The management of SZCH Company is responsible for the preparation of the financial statements in accordance
with the Accounting Standards for Enterprise to secure a fair presentation, and for the design, establishment and
maintenance of the internal control necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company’s ability to continue
as a going concern (if applicable), disclosing matters related to going concern and using the going concern
assumption unless the management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
VI. Responsibilities of the auditor for the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an audit report that includes our audit opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
the CAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with the CAS, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for audit opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
Conclude on the appropriateness of the management’s use of the going concern assumption and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required by the CAS to draw users’ attention in audit report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify audit opinion. Our conclusions are based on the
information obtained up to the date of audit report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Company to express audit opinion on the financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and relevant countermeasures (if applicable).
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be communicated in the auditor’s
report because of the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Dahua Certified Public Accountants (Special General Chinese CPA: Chen Baohua
Partnership)
(Engagement partner)
Beijing China
Chinese CPA: Zhou Lingzhi
25 April 2019
II. Financial Statement
Statement in Financial Notes are carried in RMB/CNY
1. Consolidated balance sheet
Prepared by SHENZHEN CEREALS HOLDINGS CO., LTD.
In RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary funds 631,638,339.68 544,440,739.45
Settlement provisions
Capital lent
Financial assets measured by fair 1,124,927.96 1,599,668.20
value and with variation reckoned into
current gains/losses
Derivative financial assets
Note receivable and account 474,674,521.68 194,386,742.63
receivable
Including: Note receivable 1,027,635.04 658,942.50
Account receivable 473,646,886.64 193,727,800.13
Accounts paid in advance 83,696,870.07 45,027,535.78
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Other account receivable 33,803,428.45 45,626,470.91
Including: Interest receivable 561,500.00
Dividend receivable
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Buying back the sale of financial
assets
Inventories 2,811,802,600.19 2,938,467,812.31
Assets held for sale
Non-current asset due within one
year
Other current assets 254,493,764.04 173,092,549.64
Total current assets 4,291,234,452.07 3,942,641,518.92
Non-current assets:
Loans and payments on behalf
Finance asset available for sales 57,500.00 57,500.00
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 70,999,666.81 35,755,171.55
Investment real estate 282,622,184.92 319,023,095.62
Fixed assets 993,136,743.51 1,052,866,458.21
Construction in progress 186,586,135.06 70,735,978.49
Productive biological asset 407,078.92 416,771.28
Oil and gas asset
Intangible assets 569,997,392.08 406,996,071.53
Expense on Research and
Development
Goodwill
Long-term expenses to be 21,799,899.80 27,816,292.79
apportioned
Deferred income tax asset 50,174,590.98 53,734,757.40
Other non-current asset 1,936,149.72 984,108.52
Total non-current asset 2,177,717,341.80 1,968,386,205.39
Total assets 6,468,951,793.87 5,911,027,724.31
Current liabilities:
Short-term loans 91,600,000.00 169,800,000.00
Loan from central bank
Absorbing deposit and interbank
deposit
Capital borrowed
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Note payable and account payable 472,738,283.80 558,480,197.44
Accounts received in advance 205,428,594.16 178,385,275.20
Selling financial asset of repurchase
Commission charge and
commission payable
Wage payable 135,709,423.52 118,146,310.62
Taxes payable 24,969,718.58 19,396,227.75
Other account payable 280,689,548.29 307,932,958.30
Including: Interest payable 1,571,297.90
Dividend payable 2,909,182.74 2,909,182.74
Reinsurance payable
Insurance contract reserve
Security trading of agency
Security sales of agency
Liability held for sale
Non-current liabilities due within 55,090,793.79 40,642,777.63
one year
Other current liabilities 219,151,968.63 219,151,968.63
Total current liabilities 1,485,378,330.77 1,611,935,715.57
Non-current liabilities:
Long-term loans 516,687,791.66 195,647,403.88
Bonds payable
Including: preferred stock
Perpetual capital
securities
Long-term account payable 15,690,202.08 15,626,357.76
Long-term wages payable
Accrual liability
Deferred income 100,608,203.01 101,474,523.26
Deferred income tax liabilities 12,988,434.77 13,520,836.95
Other non-current liabilities
143
深圳市深粮控股股份有限公司 2018 年年度报告全文
Total non-current liabilities 645,974,631.52 326,269,121.85
Total liabilities 2,131,352,962.29 1,938,204,837.42
Owner’s equity:
Share capital 1,152,535,254.00 496,782,303.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
Capital public reserve 1,422,892,729.36 2,063,164,702.12
Less: Inventory shares
Other comprehensive income
Reasonable reserve 154.21 70,395.63
Surplus public reserve 327,140,910.28 327,140,910.28
Provision of general risk
Retained profit 1,269,933,487.26 961,602,454.82
Total owner’s equity attributable to 4,172,502,535.11 3,848,760,765.85
parent company
Minority interests 165,096,296.47 124,062,121.04
Total owner’s equity 4,337,598,831.58 3,972,822,886.89
Total liabilities and owner’s equity 6,468,951,793.87 5,911,027,724.31
Legal Representative: Zhu Junming
Person in charge of accounting works: Ye Qingyun
Person in charge of accounting institute: Wen Jieyu
2. Balance Sheet of Parent Company
In RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary funds 168,900,586.84 239,662,344.24
Financial assets measured by fair 1,124,927.96 1,599,668.20
value and with variation reckoned into
current gains/losses
Derivative financial assets
144
深圳市深粮控股股份有限公司 2018 年年度报告全文
Note receivable and account 42,441,119.07 53,950,930.37
receivable
Including: Note receivable
Account receivable 42,441,119.07 53,950,930.37
Accounts paid in advance 2,000.00
Other account receivable 159,677,969.59 163,404,561.75
Including: Interest receivable
Dividend receivable
Inventories 8,806,338.26 4,963,517.93
Assets held for sale
Non-current asset due within one
year
Other current assets 50,068,745.74
Total current assets 431,019,687.46 463,583,022.49
Non-current assets:
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 4,212,554,063.36 921,506,982.37
Investment real estate 17,929,684.70 18,401,275.03
Fixed assets 31,417,912.54 32,560,534.94
Construction in progress
Productive biological asset 407,078.92 416,771.28
Oil and gas asset
Intangible assets 6,663,692.30 7,264,135.59
Expense on Research and
Development
Goodwill
Long-term expenses to be 409,621.50 623,337.06
apportioned
Deferred income tax asset 5,630,538.80 3,395,295.39
Other non-current asset
Total non-current asset 4,275,012,592.12 984,168,331.66
Total assets 4,706,032,279.58 1,447,751,354.15
Current liabilities:
145
深圳市深粮控股股份有限公司 2018 年年度报告全文
Short-term loans 10,000,000.00
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Note payable and account payable 73,705,646.54 65,683,781.46
Accounts received in advance 124,945.74 194,269.96
Wage payable 6,448,561.16 6,577,772.01
Taxes payable 2,702,655.24 2,832,009.17
Other account payable 232,109,084.76 228,533,713.45
Including: Interest payable
Dividend payable
Liability held for sale
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 315,090,893.44 313,821,546.05
Non-current liabilities:
Long-term loans
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable
Long-term wages payable
Accrual liability
Deferred income 46,129.96 47,239.24
Deferred income tax liabilities 10,965.46 129,650.53
Other non-current liabilities
Total non-current liabilities 57,095.42 176,889.77
Total liabilities 315,147,988.86 313,998,435.82
Owner’s equity:
Share capital 1,152,535,254.00 496,782,303.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
146
深圳市深粮控股股份有限公司 2018 年年度报告全文
Capital public reserve 3,018,106,568.27 382,444,482.45
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve 54,736,482.14 54,736,482.14
Retained profit 165,505,986.31 199,789,650.74
Total owner’s equity 4,390,884,290.72 1,133,752,918.33
Total liabilities and owner’s equity 4,706,032,279.58 1,447,751,354.15
3. Consolidated Profit Statement
In RMB
Item Current period Last period
I. Total operating income 10,758,782,838.14 10,793,693,156.79
Including: Operating income 10,758,782,838.14 10,793,693,156.79
Interest income
Insurance gained
Commission charge and
commission income
II. Total operating cost 10,431,315,508.14 10,442,404,669.95
Including: Operating cost 9,693,634,274.21 9,847,347,198.65
Interest expense
Commission charge and
commission expense
Cash surrender value
Net amount of expense of
compensation
Net amount of withdrawal of
insurance contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Tax and extras 15,369,523.52 15,044,134.96
Sales expense 255,021,072.54 275,025,028.88
Administrative expense 246,543,836.47 193,136,022.27
R&D expense 10,979,464.64 9,827,707.76
Financial expense 10,131,313.25 -3,335,527.31
147
深圳市深粮控股股份有限公司 2018 年年度报告全文
Including: Interest 20,410,885.62 8,569,062.23
expenses
Interest income 8,364,388.05 9,080,593.99
Losses of devaluation of 199,636,023.51 105,360,104.74
asset
Add: other income 10,901,858.13 5,371,651.13
Investment income (Loss is 1,724,353.15 3,015,274.81
listed with “-”)
Including: Investment -1,755,504.74 -490,760.14
income on affiliated company and
joint venture
Income from change of fair -474,740.24 -1,651,270.40
value (Loss is listed with “-”)
Exchange income (Loss is
listed with “-”)
Income from assets 1,601,802.27 -22,935.33
disposal (Loss is listed with “-”)
III. Operating profit (Loss is listed 341,220,603.31 358,001,207.05
with “-”)
Add: Non-operating income 1,390,434.84 11,382,742.99
Less: Non-operating expense 3,266,448.43 7,681,898.18
IV. Total Profit (Loss is listed with 339,344,589.72 361,702,051.86
“-”)
Less: Income tax expense 18,488,865.34 10,826,403.68
V. Net profit (Net loss is listed with 320,855,724.38 350,875,648.18
“-”)
(i) net profit from continuous 320,855,724.38 350,875,648.18
operation (Net loss is listed with “-”)
(ii) net profit from discontinued
operation (Net loss is listed with “-”)
Net profit attributable to owner’s 308,331,032.44 359,174,263.44
of parent company
Minority shareholders’ gains and 12,524,691.94 -8,298,615.26
losses
VI. Net after-tax of other
comprehensive income
Net after-tax of other
comprehensive income attributable to
148
深圳市深粮控股股份有限公司 2018 年年度报告全文
owners of parent company
(i) Other comprehensive income
items which will not be reclassified
subsequently to gain/loss
1.Re-measurement of the
change of defined benefit plan
2.Other comprehensive
income unable transfer to gain/loss
under equity method
(II) Other comprehensive
income items which will be
reclassified subsequently to profit or
loss
1.Other comprehensive
income able to transfer to gain/loss
under equity method
2.Gains or losses arising
from changes in fair value of
available-for-sale financial assets
3.Gains or losses arising
from reclassification of held-to-
maturity investment as available-for-
sale financial assets
4.The effect hedging
portion of gains or losses arising from
cash flow hedging instruments
5.Translation differences
arising on translation of foreign
currency financial statements
6. Other
Net after-tax of other
comprehensive income attributable to
minority shareholders
VII. Total comprehensive income 320,855,724.38 350,875,648.18
Total comprehensive income 308,331,032.44 359,174,263.44
attributable to owners of parent
Company
Total comprehensive income 12,524,691.94 -8,298,615.26
attributable to minority shareholders
VIII. Earnings per share:
149
深圳市深粮控股股份有限公司 2018 年年度报告全文
(i) Basic earnings per share 0.2675 0.3116
(ii) Diluted earnings per share 0.2675 0.3116
As for the enterprise combined under the same control, net profit of 374,880,023.05 Yuan achieved by the merged party before
combination while 412,128,576.37 Yuan achieved last period.
Legal Representative: Zhu Junming
Person in charge of accounting works: Ye Qingyun
Person in charge of accounting institute: Wen Jieyu
4. Profit Statement of Parent Company
In RMB
Item Current period Last period
I. Operation income 165,407,623.24 163,863,447.98
Less: Operating cost 156,886,817.06 154,883,304.80
Tax and extras 602,255.26 458,784.42
Sales expense 4,021,042.93 4,003,107.93
Administrative expense 35,236,050.22 24,115,186.64
R&D expense
Financial expense -2,863,136.69 -2,224,430.38
Including: Interest -490,845.99 222,398.34
expenses
Interest income 2,208,205.46 2,622,809.23
Losses of devaluation of 8,940,973.64 425,880.76
asset
Add: other income 201,109.28 201,109.28
Investment income (Loss is 1,035,169.17 2,399,716.48
listed with “-”)
Including: Investment -367,955.83 -306,318.47
income on affiliated company and
joint venture
Income from change of fair -474,740.24 -1,651,270.40
value (Loss is listed with “-”)
Income from assets -4,685.34 12,532.09
disposal (Loss is listed with “-”)
II. Operating profit (Loss is listed -36,659,526.31 -16,836,298.74
with “-”)
150
深圳市深粮控股股份有限公司 2018 年年度报告全文
Add: Non-operating income 21,985.04 113,065.05
Less: Non-operating expense 51.64 10,261.85
III. Total Profit (Loss is listed with -36,637,592.91 -16,733,495.54
“-”)
Less: Income tax expense -2,353,928.48 -519,662.78
IV. Net profit (Net loss is listed with -34,283,664.43 -16,213,832.76
“-”)
(i) net profit from continuous -34,283,664.43 -16,213,832.76
operation (Net loss is listed with “-”)
(ii) net profit from discontinued
operation (Net loss is listed with “-”)
V. Net after-tax of other
comprehensive income
(i) Other comprehensive income
items which will not be reclassified
subsequently to gain/loss
1.Re-measurement of the
change of defined benefit plan
2.Other comprehensive
income unable transfer to gain/loss
under equity method
(iii) Other comprehensive
income items which will be
reclassified subsequently to
profit or loss
1.Other comprehensive
income able to transfer to gain/loss
under equity method
2.Gains or losses arising
from changes in fair value of
available-for-sale financial assets
3.Gains or losses arising
from reclassification of held-to-
maturity investment as available-for-
sale financial assets
4.The effect hedging
portion of gains or losses arising from
cash flow hedging instruments
5.Translation differences
151
深圳市深粮控股股份有限公司 2018 年年度报告全文
arising on translation of foreign
currency financial statements
6. Other
VI. Total comprehensive income -34,283,664.43 -16,213,832.76
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
5. Consolidated Cash Flow Statement
In RMB
Item Current period Last period
I. Cash flows arising from operating
activities:
Cash received from selling 10,864,668,383.48 11,281,130,280.47
commodities and providing labor
services
Net increase of customer
deposit and interbank deposit
Net increase of loan from central
bank
Net increase of capital borrowed
from other financial institution
Cash received from original
insurance contract fee
Net cash received from reinsurance
business
Net increase of insured savings
and investment
Net increase of amount from
disposal financial assets that
measured by fair value and with
variation reckoned into current
gains/losses
Cash received from interest,
commission charge and commission
Net increase of capital borrowed
Net increase of returned business
capital
152
深圳市深粮控股股份有限公司 2018 年年度报告全文
Write-back of tax received 2,149,482.32 653,832.01
Other cash received concerning 149,070,552.32 189,283,484.98
operating activities
Subtotal of cash inflow arising from 11,015,888,418.12 11,471,067,597.46
operating activities
Cash paid for purchasing 10,062,803,459.79 10,821,296,678.67
commodities and receiving labor
service
Net increase of customer loans
and advances
Net increase of deposits in
central bank and interbank
Cash paid for original insurance
contract compensation
Cash paid for interest,
commission charge and commission
Cash paid for bonus of guarantee
slip
Cash paid to/for staff and 266,944,869.84 234,102,630.87
workers
Taxes paid 76,069,566.39 98,489,346.34
Other cash paid concerning 310,966,886.52 300,120,249.70
operating activities
Subtotal of cash outflow arising from 10,716,784,782.54 11,454,008,905.58
operating activities
Net cash flows arising from operating 299,103,635.58 17,058,691.88
activities
II. Cash flows arising from investing
activities:
Cash received from recovering 190,000,000.00 339,350,000.00
investment
Cash received from investment 3,029,857.89 3,014,946.35
income
Net cash received from disposal 2,130,835.56 3,037,636.88
of fixed, intangible and other long-
term assets
Net cash received from disposal 800,000.00
of subsidiaries and other units
153
深圳市深粮控股股份有限公司 2018 年年度报告全文
Other cash received concerning 450,000.00
investing activities
Subtotal of cash inflow from 195,610,693.45 346,202,583.23
investing activities
Cash paid for purchasing fixed, 382,839,107.07 202,207,266.94
intangible and other long-term assets
Cash paid for investment 287,000,000.00 437,245,000.00
Net increase of mortgaged
loans
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
investing activities
Subtotal of cash outflow from 669,839,107.07 639,452,266.94
investing activities
Net cash flows arising from investing -474,228,413.62 -293,249,683.71
activities
III. Cash flows arising from financing
activities
Cash received from absorbing 24,500,000.00 49,640,000.00
investment
Including: Cash received from 24,500,000.00 49,640,000.00
absorbing minority shareholders’
investment by subsidiaries
Cash received from loans 537,740,181.56 279,456,993.25
Cash received from issuing
bonds
Other cash received concerning 10,000,000.00
financing activities
Subtotal of cash inflow from 562,240,181.56 339,096,993.25
financing activities
Cash paid for settling debts 280,451,777.62 177,321,004.68
Cash paid for dividend and 21,982,183.52 101,543,094.66
profit distributing or interest paying
Including: Dividend and profit
of minority shareholder paid by
subsidiaries
Other cash paid concerning 3,897,916.29
154
深圳市深粮控股股份有限公司 2018 年年度报告全文
financing activities
Subtotal of cash outflow from 302,433,961.14 282,762,015.63
financing activities
Net cash flows arising from financing 259,806,220.42 56,334,977.62
activities
IV. Influence on cash and cash 2,516,157.85 4,719,173.14
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash 87,197,600.23 -215,136,841.07
equivalents
Add: Balance of cash and cash 544,440,739.45 759,577,580.52
equivalents at the period -begin
VI. Balance of cash and cash 631,638,339.68 544,440,739.45
equivalents at the period -end
6. Cash Flow Statement of Parent Company
In RMB
Item Current period Last period
I. Cash flows arising from operating
activities:
Cash received from selling 203,489,969.79 178,586,945.42
commodities and providing labor
services
Write-back of tax received 1,607,071.98 433,663.93
Other cash received concerning 25,144,907.85 46,894,665.69
operating activities
Subtotal of cash inflow arising from 230,241,949.62 225,915,275.04
operating activities
Cash paid for purchasing 179,055,497.17 158,845,824.76
commodities and receiving labor
service
Cash paid to/for staff and 20,901,002.07 21,540,904.44
workers
Taxes paid 1,852,958.66 16,886,190.92
Other cash paid concerning 40,674,668.54 82,836,968.40
operating activities
Subtotal of cash outflow arising from 242,484,126.44 280,109,888.52
operating activities
155
深圳市深粮控股股份有限公司 2018 年年度报告全文
Net cash flows arising from operating -12,242,176.82 -54,194,613.48
activities
II. Cash flows arising from investing
activities:
Cash received from recovering 339,350,000.00
investment
Cash received from investment 953,125.00 3,014,946.35
income
Net cash received from disposal 3,026.17 31,000.00
of fixed, intangible and other long-
term assets
Net cash received from disposal
of subsidiaries and other units
Other cash received concerning 90,450,000.00
investing activities
Subtotal of cash inflow from 91,406,151.17 342,395,946.35
investing activities
Cash paid for purchasing fixed, 18,200.00 260,849.80
intangible and other long-term assets
Cash paid for investment 335,500,000.00
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning 140,000,000.00
investing activities
Subtotal of cash outflow from 140,018,200.00 335,760,849.80
investing activities
Net cash flows arising from investing -48,612,048.83 6,635,096.55
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Cash received from loans 10,000,000.00
Cash received from issuing
bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from 10,000,000.00
156
深圳市深粮控股股份有限公司 2018 年年度报告全文
financing activities
Cash paid for settling debts 10,000,000.00 5,000,000.00
Cash paid for dividend and 28,710.00 23,045,545.47
profit distributing or interest paying
Other cash paid concerning 97,916.29
financing activities
Subtotal of cash outflow from 10,028,710.00 28,143,461.76
financing activities
Net cash flows arising from financing -10,028,710.00 -18,143,461.76
activities
IV. Influence on cash and cash 121,178.25 -112,531.04
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash -70,761,757.40 -65,815,509.73
equivalents
Add: Balance of cash and cash 239,662,344.24 305,477,853.97
equivalents at the period -begin
VI. Balance of cash and cash 168,900,586.84 239,662,344.24
equivalents at the period -end
7. Statement of Changes in Owners’ Equity (Consolidated)
Current period
In RMB
Current period
Owners’ equity attributable to parent company
Other equity
instrument
Per Capit Other Surpl Total
Less: Provi Mino
Shar al comp Reaso us owne
Item petu rity
Pref Inven sion Retai
e publi rehen nable publi r’s
al intere
erre tory of ned
capi c sive reserv c equit
capi Oth sts
d share gener profit
tal reserv inco e reserv y
tal er
stoc s al risk
sec e me e
k
uriti
es
496, 2,063 70,39 327,1 961,6 124,0 3,972
I. Balance at the
782, ,164, 5.63 40,91 02,45 62,12 ,822,
end of the last
303. 702.1 0.28 4.82 1.04 886.8
year
00 2 9
157
深圳市深粮控股股份有限公司 2018 年年度报告全文
Add:
Changes of
accounting
policy
Error
correction of the
last period
Enterprise
combined under
the same control
Other
496, 2,063 70,39 327,1 961,6 124,0 3,972
II. Balance at
782, ,164, 5.63 40,91 02,45 62,12 ,822,
the beginning of
303. 702.1 0.28 4.82 1.04 886.8
this year
00 2 9
III. Increase/ 655, - - 308,3 41,03 364,7
Decrease in this 752, 640,2 70,24 31,03 4,175 75,94
year (Decrease 951. 71,97 1.42 2.44 .43 4.69
is listed with 00 2.76
“-”)
(i) Total 308,3 12,52 320,8
comprehensive 31,03 4,691 55,72
income 2.44 .94 4.38
(ii) Owners’ 655, - 28,50 43,99
devoted and 752, 640,2 9,483 0,461
decreased 951. 71,97 .49 .73
capital 00 2.76
655, 5,219 24,50 5,900
1．Common
752, ,793, 0,000 ,046,
shares invested
951. 489.9 .00 440.9
by owners
00 6 6
2．Capital
invested by
holders of other
equity
instruments
3．Amount
reckoned into
owners equity
with share-based
158
深圳市深粮控股股份有限公司 2018 年年度报告全文
payment
- 4,009 -
5,860 ,483. 5,856
4．Other ,065, 49 ,055,
462.7 979.2
2 3
(III) Profit
distribution
1．Withdrawal
of surplus
reserves
2．Withdrawal
of general risk
provisions
3．Distribution
for owners (or
shareholders)
4．Other
(IV) Carrying
forward internal
owners’ equity
1. Capital
reserves
conversed to
capital (share
capital)
2. Surplus
reserves
conversed to
capital (share
capital)
3. Remedying
loss with surplus
reserve
4．Change
amount of
defined benefit
plans that carry
forward retained
earnings
5．Other
159
深圳市深粮控股股份有限公司 2018 年年度报告全文
- -
(v) Reasonable
70,24 70,24
reserve
1.42 1.42
1. Withdrawal in 846,7 846,7
the report period 41.24 41.24
- -
2. Usage in the
916,9 916,9
report period
82.66 82.66
(vi) Other
1,15 1,422 154.2 327,1 1,269 165,0 4,337
IV. Balance at
2,53 ,892, 1 40,91 ,933, 96,29 ,598,
the end of the
5,25 729.3 0.28 487.2 6.47 831.5
report period
4.00 6 6 8
Last period
In RMB
Last period
Owners’ equity attributable to parent company
Other equity
instrument
Per Capit Other Surpl Total
Less: Provi Mino
Shar al comp Reaso us owne
Item petu rity
Pref Inven sion Retai
e publi rehen nable publi r’s
al intere
erre tory of ned
capi c sive reserv c equit
capi Oth sts
d share gener profit
tal reserv inco e reserv y
tal er
stoc s al risk
sec e me e
k
uriti
es
451, 367,1 54,73 158,2 17,97 1,049
I. Balance at the
620, 72,01 6,482 39,61 0,173 ,738,
end of the last
276. 7.79 .14 2.94 .99 562.8
year
00 6
Add:
Changes of
accounting
policy
Error
correction of the
last period
1,983 70,39 220,1 345,6 56,96 2,606
Enterprise ,538, 5.63 82,03 37,80 9,191 ,397,
160
深圳市深粮控股股份有限公司 2018 年年度报告全文
combined under 117.0 3.38 6.25 .41 543.6
the same control 1 8
Other
451, 2,350 70,39 274,9 503,8 74,93 3,656
II. Balance at
620, ,710, 5.63 18,51 77,41 9,365 ,136,
the beginning of
276. 134.8 5.52 9.19 .40 106.5
this year
00 0 4
III. Increase/ 45,1 - 52,22 457,7 49,12 316,6
Decrease in this 62,0 287,5 2,394 25,03 2,755 86,78
year (Decrease 27.0 45,43 .76 5.63 .64 0.35
is listed with 0 2.68
“-”)
359,1 - 350,8
(i) Total
74,26 8,298 75,64
comprehensive
3.44 ,615. 8.18
income
26
(ii) Owners’ - 52,22 227,1 57,42 49,24
devoted and 287,5 2,394 50,37 1,370 8,709
decreased 45,43 .76 6.41 .90 .39
capital 2.68
1．Common 49,64 49,64
shares invested 0,000 0,000
by owners .00 .00
2．Capital
invested by
holders of other
equity
instruments
3．Amount
reckoned into
owners equity
with share-based
payment
- 52,22 227,1 7,781 -
287,5 2,394 50,37 ,370.
4．Other
45,43 .76 6.41 90
2.68
45,1 - -
(III) Profit 62,0 128,5 83,43
distribution 27.0 99,60 7,577
0 4.22 .22
161
深圳市深粮控股股份有限公司 2018 年年度报告全文
1．Withdrawal
of surplus
reserves
2．Withdrawal
of general risk
provisions
45,1 - -
3．Distribution
62,0 128,5 83,43
for owners (or
27.0 99,60 7,577
shareholders)
0 4.22 .22
4．Other
(IV) Carrying
forward internal
owners’ equity
1. Capital
reserves
conversed to
capital (share
capital)
2. Surplus
reserves
conversed to
capital (share
capital)
3. Remedying
loss with surplus
reserve
4．Change
amount of
defined benefit
plans that carry
forward retained
earnings
5．Other
(v)Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
162
深圳市深粮控股股份有限公司 2018 年年度报告全文
(vi)Other
496, 2,063 70,39 327,1 961,6 124,0 3,972
IV. Balance at
782, ,164, 5.63 40,91 02,45 62,12 ,822,
the end of the
303. 702.1 0.28 4.82 1.04 886.8
report period
00 2 9
8. Statement of Changes in Owners’ Equity (Parent Company)
Current period
In RMB
Current period
Other equity instrument
Perpe
Less: Other
Share tual Capital Reason Surplus Retai Total
Item Prefer Invento compre
capita capita public able public ned owner’
red Other ry hensive
l l reserve reserve reserve profit s equity
stock shares income
securi
ties
I. Balance at the 496,7 382,44 54,736, 199,7 1,133,7
end of the last 82,30 4,482.4 482.14 89,65 52,918.
year 3.00 5 0.74 33
Add:
Changes of
accounting
policy
Error
correction of the
last period
Other
II. Balance at 496,7 382,44 54,736, 199,7 1,133,7
the beginning of 82,30 4,482.4 482.14 89,65 52,918.
this year 3.00 5 0.74 33
III. Increase/ 655,7 2,635,6 - 3,257,1
Decrease in this 52,95 62,085. 34,28 31,372.
year (Decrease 1.00 82 3,664. 39
is listed with 43
“-”)
- -
(i)Total
34,28 34,283,
comprehensive
3,664. 664.43
income
43
163
深圳市深粮控股股份有限公司 2018 年年度报告全文
(ii) Owners’ 655,7 2,635,6 3,291,4
devoted and 52,95 62,085. 15,036.
decreased 1.00 82 82
capital
1．Common 655,7 5,219,7 5,875,5
shares invested 52,95 93,489. 46,440.
by owners 1.00 96 96
2．Capital
invested by
holders of other
equity
instruments
3．Amount
reckoned into
owners equity
with share-based
payment
- -
2,584,1 2,584,1
4．Other
31,404. 31,404.
14 14
(III) Profit
distribution
1．Withdrawal
of surplus
reserves
2．Distribution
for owners (or
shareholders)
3．Other
(IV) Carrying
forward internal
owners’ equity
1. Capital
reserves
conversed to
capital (share
capital)
2. Surplus
reserves
conversed to
164
深圳市深粮控股股份有限公司 2018 年年度报告全文
capital (share
capital)
3. Remedying
loss with surplus
reserve
4．Change
amount of
defined benefit
plans that carry
forward retained
earnings
5．Other
(v)Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(vi)Other
IV. Balance at 1,152, 3,018,1 54,736, 165,5 4,390,8
the end of the 535,2 06,568. 482.14 05,98 84,290.
report period 54.00 27 6.31 72
Last period
In RMB
Last period
Other equity instrument
Perpe
Less: Other
Share tual Capital Reason Surplus Retai Total
Item Prefer Invento compre
capita capita public able public ned owner’
red Other ry hensive
l l reserve reserve reserve profit s equity
stock shares income
securi
ties
I. Balance at the 451,6 382,44 54,736, 283,7 1,172,5
end of the last 20,27 4,482.4 482.14 46,52 47,764.
year 6.00 5 4.30 89
Add:
Changes of
accounting
policy
Error
165
深圳市深粮控股股份有限公司 2018 年年度报告全文
correction of the
last period
Other
II. Balance at 451,6 382,44 54,736, 283,7 1,172,5
the beginning of 20,27 4,482.4 482.14 46,52 47,764.
this year 6.00 5 4.30 89
III. Increase/ 45,16 - -
Decrease in this 2,027. 83,95 38,794,
year (Decrease 00 6,873. 846.56
is listed with 56
“-”)
- -
(i) Total
16,21 16,213,
comprehensive
3,832. 832.76
income
76
(ii) Owners’
devoted and
decreased
capital
1．Common
shares invested
by owners
2．Capital
invested by
holders of other
equity
instruments
3．Amount
reckoned into
owners equity
with share-based
payment
4．Other
45,16 - -
(III) Profit 2,027. 67,74 22,581,
distribution 00 3,040. 013.80
80
1．Withdrawal
of surplus
reserves
2．Distribution 45,16 - -
166
深圳市深粮控股股份有限公司 2018 年年度报告全文
for owners (or 2,027. 67,74 22,581,
shareholders) 00 3,040. 013.80
80
3．Other
(IV) Carrying
forward internal
owners’ equity
1. Capital
reserves
conversed to
capital (share
capital)
2. Surplus
reserves
conversed to
capital (share
capital)
3. Remedying
loss with surplus
reserve
4．Change
amount of
defined benefit
plans that carry
forward retained
earnings
5．Other
(v)Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(vi)Other
IV. Balance at 496,7 382,44 54,736, 199,7 1,133,7
the end of the 82,30 4,482.4 482.14 89,65 52,918.
report period 3.00 5 0.74 33
167
深圳市深粮控股股份有限公司 2018 年年度报告全文
III. Basic situation of Company
1. The history of the company
Shenzhen Cereals Holdings Co., Ltd. (original name Shenzhen Shenbao Industrial Co., Ltd., hereinafter referred to
as “Company” or “the Company” ), formerly named Shenzhen Shenbao Canned Food Company, obtained approval
(Document (1991) No.978) from Shenzhen Municipal People’s Government to change to the present name as on 1
August 1991.Then with the approval (Document (1991)No.126) from People’s Bank of China, the Company began
to list on Shenzhen Stock Exchange. The certificate for uniform social credit code: 91440300192180754J
The Company initially issued 107,312,935 shares in the stock exchange. In 1992, one bonus share was dispatched
for each 10 shares held by its shareholders, thus totally 10,731,290 shares were increased. In 1993, one bonus share
and one allotted share were dispatched for each 10 shares held by its shareholders, thus totally 20,878,845 shares
were increased. Subsequently, one bonus share was dispatched for each 10 shares held by shareholders upon the
basis of total share capital as at the end of 1996, and capitalizing of capital reserves was carried out at one to ten
basis, thus totally 27,784,614 shares were increased. In 2001, based on the total share capital as at the end of 1999,
three shares were allotted for each 10 shares held by shareholders, and totally 15,215,404 shares were allotted. The
registered capital of the Company amounts to 181, 923,088 yuan.
On 22 June 2011, the Company privately offering 68,977,066 shares of RMB ordinary share (A share) to target
investors with issuing price of 8.70 yuan each while book value of 1.00 yuan. Total monetary capital 600,100,474.20
yuan was raised. Change procedures of industrial and commerce has completed on 12 July 2011. Register capital
of the Company changed as 250,900,154.00 yuan.
On 9 April 2014, the equity allocation plan was deliberated and approved by Annual General Meeting of 2013.
Based on 250,900,154 shares dated 31st December 2013, increase 2 shares by each 10 shares transferring to all
shareholders. Share capital increased to 301,080,184 shares after transferring.
On 17 May 2016, the equity allocation plan was deliberated and approved by Annual General Meeting of 2015.
Based on 301,080,184 shares dated 31st December 2015, increase 5 shares by each 10 shares transferring to all
shareholders. Share capital increased to 451,620,276 shares after transferring.
On 15 May 2017, the equity allocation plan was deliberated and approved by Annual General Meeting of 2016.
Based on 451,620,276 shares dated 31st December 2016, distributed 0.50 Yuan (tax included) for every 10 shares
held by all shareholders with one bonus shares (tax included), no capitalization from public reserves. Shares capital
increased to 496,782,303 shares after bonus stock distributed.
On October 15, 2018, the Company received the “Reply on the Approval of Shenzhen Cereals Holdings Co., Ltd.
to Issue Shares to Shenzhen Fude State-owned Capital Operation Co., Ltd. (hereinafter referred to as Fude Capital)
to Purchase Assets” (ZJXK [2018] No. 1610) from the China Securities Regulatory Commission, agreed the
Company to issue 655,752,951 shares of restricted ordinary shares to Fude Capital to acquire 100.00% equity of
168
深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenzhen Cereals Group Co., Ltd. held by Fude Capital.
On October 18, 2018, 100.00% equity of Shenzhen Cereals Group Co., Ltd. completed the transfer procedures and
related industrial and commercial change registration. After the completion of this major asset reorganization, the
Company’s share capital increased to 1,152,535,254 shares. This share capital change was examined by Jonten
Certified Public Accountant (Limited Liability Partnership) who issued the capital verification report Jonten [2018]
YZ No. 90066 on October 22, 2018.
End as December 31, 2018, the total share capital of the company was 1,152,535,254.00 shares, registered capital
amounted to 1,152,535,254.00 yuan.
Register address of the Company: 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science &
Technology Park, Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen
On 30 January 2019, the Company hold a Second Extraordinary Shareholders Meeting of 2019 to deliberated and
approved the proposal of “Change the Name and Stock Short Name of the Company ”, agreed to change the name
of the Company from “Shenzhen Shenbao Industrial Co., Ltd.” to “Shenzhen Cereals Holdings Co., Ltd.”, stock
short name change from “Shen Shenbao A, Shen Shenbao B” to “SZCH, Shenliang B”. On 18 February 2019,
registration procedures on industrial and commercial has completed and obtained the new Business License from
Shenzhen Market Supervision and Administration.
(ii) Business nature and main operation activities
The Company belongs to the grain, oil food and beverage industry.
Main products of the Company including grain and oil trading and processing, grain and oil reserve service, military
food supplies, food beverage of tea and tea products.
Business scope: production of tea, tea products, extract of tea and natural plant, canned food, beverage and native
products ( business license for the production place should apply separately); technology development and
technology service of tea, plant products, soft beverage and foods; info tech development and supporting service;
on-line trading; investment, operation, management and development of tea plantation; investment in industrial
projects (apply separately for detail projects); domestic trading(excluding special sales, specific control and
exclusive commodity); import and export business; engaged in real estate development and operation in the land
legally obtained; lease and sales of the self-owned property and property management.” (as for the projects subject
to examination and approval regulated by the state laws, administrative regulations and state council, approval
should be obtained before operation). Business in license: wholesale of prepackaged food (excluding reheating
prepackaged food) (in non-physical way).
In the reporting period, under the way of issuing shares to Fude Capital for purchasing 100 percent equity of
Shenzhen Cereals Group Co., Ltd, on basis of production, research and development and sales of food raw materials
(ingredients) centered on intensive processing of tea and natural plants, main business of the Company increased
grain and oil reserve, grain & oil trading, circulation of grain and oil such as grain and oil processing, and grain and
oil reserve service. Therefore, on 18 February 2019, relevant business scope of the Company was changed as:
general operation items: acquisition and sales of grain & oil, grain and oil reserves; management and processing of
169
深圳市深粮控股股份有限公司 2018 年年度报告全文
grain & oil and their products; production of tea, tea products, extract of tea and natural plant, canned food, beverage
and native products ( business license for the production place should apply separately); management and processing
of feed (outsourcing); grain and oil logistics, feed logistics, investment, operation and development for the projects
of tea garden; sales of feed and tea; storage service; grain distribution services; modern grain supply chain service;
technical development and services of grain and oil, tea, plant products, soft drinks and food; E-business and
information construction, IT development and supporting services; investment in industrial projects (apply
separately for detail projects); domestic trading; import and export business; engaged in real estate development
and operation in the land legally obtained; development, operation, leasing and management of the owned property;
property management; providing management services for hotels. (as for projects mentioned above that are required
to be submitted for examination and approval by the laws, administrative regulations and decision of the state
council, approval and examination shall be required before operated). Business in license: wholesale of prepackaged
food (excluding reheating prepackaged food) (in non-physical way); information services business (internet
information services business only); general freight transportation and professional transportation (refrigeration and
fresh-keeping)
(iii) Report approval for the financial statement
The statement has been approved by BOD of the company for reporting on 25 April 2019.
II. Consolidated financial statement scope
Totally 36 subsidiaries are included in consolidate financial statement, mainly including:
Subsidiary Type Shareholding ratio Voting rights ratio
Level
(%) (%)
Shenzhen Shenbao Huacheng Science and Wholly-owned First 100 100
Technology Co.,Ltd(hereinafter referred to as subsidiary grade
Shenbao Huacheng)
Ju Fang Yong Tea Industry Co., Ltd. in Wuyuan Wholly-owned First 100 100
County(hereinafter referred to as Wuyuan Ju subsidiary grade
Fang Yong)
Shenzhen Shenbao Sanjing Food & Beverage Wholly-owned First 100 100
Development Co., Ltd.(hereinafter referred to as subsidiary grade
Shenbao Sanjing)
Huizhou Shenbao Science & Technology Co., Wholly-owned First 100 100
Ltd.(hereinafter referred to as Shenbao Science subsidiary grade
& Technology )
Shenzhen Shenbao Properties Management Co., Wholly-owned First 100 100
Ltd. (hereinafter referred to as Shenbao subsidiary grade
Properties)
Shenzhen Shenbao Industrial & Trading Co., Wholly-owned First 100 100
Ltd.(hereinafter referred to as Shenbao subsidiary grade
170
深圳市深粮控股股份有限公司 2018 年年度报告全文
Industrial & Trading)
Hangzhou Ju Fang Yong Holding Co., Wholly-owned First 100 100
Ltd.(hereinafter referred to as Hangzhou Ju subsidiary grade
Fang Yong)
Shenzhen Shenbao Technology Center Co., Wholly-owned First 100 100
Ltd.(hereinafter referred to as Shenbao subsidiary grade
Technology Center )
Shenzhen Shenshenbao Investment Co., Ltd. Wholly-owned First 100 100
(hereinafter referred to as Shenshenbao subsidiary grade
Investment)
Yunnan Shenbao Pu’er Tea Supply Chain Wholly-owned First 100 100
Management Co., Ltd(hereinafter referred to as subsidiary grade
Yunnan Supply Chain )
Huizhou Shenbao Food Co., Ltd.(hereinafter Wholly-owned First 100 100
referred to as Huizhou Shenbao Food ) subsidiary grade
Yunnan Pu’er Tea Trading Center Co., Controlling First 55 55
Ltd.(hereinafter referred to as Pu’er Tea Trading subsidiary grade
Center )
Mount Wuyi Shenbao Rock Tea Co., Ltd. Wholly-owned Second 100 100
(hereinafter referred to as Shenbao Rock Tea ) subsidiary grade
Hangzhou Fuhaitang Tea Ecological Wholly-owned Second 100 100
Technology Co., Ltd.(hereinafter referred to as subsidiary grade
Fuhaitang Ecological )
Hangzhou Chunshi Network Technology Wholly-owned Second 100 100
Co.,Ltd. (hereinafter referred to as Chunshi subsidiary grade
Network)
Shenzhen Shenshenbao Tea Culture Wholly-owned Second 100 100
Management Co., Ltd. (hereinafter referred to subsidiary grade
as Shenshenbao Tea Culture)
Hangzhou Ju Fang Yong Trading Co., Ltd. Controlling Second 60 60
(hereinafter referred to as Ju Fang Yong subsidiary grade
Trading)
Shenzhen Shenbao Tea-Shop Co., Ltd. Wholly-owned Second 100 100
(hereinafter referred to as Shenbao Tea-Shop ) subsidiary grade
Hangzhou Fuhaitang Catering Management Wholly-owned Second 100 100
chain Co., Ltd.(hereinafter referred to as subsidiary grade
Fuhaitang Catering )
Shenzhen Cereals Group Co., Ltd(hereinafter Wholly-owned First 100 100
referred to as SZCG ) subsidiary grade
Shenzhen Flour Co., Ltd(hereinafter referred to Wholly-owned Second 100 100
as Shenzhen Flour) subsidiary grade
Shenzhen Hualian Grain & Oil Trade Co., ltd. Wholly-owned Second 100 100
171
深圳市深粮控股股份有限公司 2018 年年度报告全文
(hereinafter referred to as Hualian Grain & oil subsidiary grade
trading )
Hainan Haitian Aquatic Feed Co., Wholly-owned Second 100 100
Ltd(hereinafter referred to as Hainan Haitian) subsidiary grade
SZCG Quality Inspection Co., Ltd. Wholly-owned Second 100 100
(hereinafter referred to as SZCG Quality subsidiary grade
Inspection)
SZCG Doximi Business Co., Ltd. (hereinafter Wholly-owned Second 100 100
referred to as SZCG Doximi) subsidiary grade
SZCG Cold-Chain Logistic Co., Wholly-owned Second 100 100
Ltd.(hereinafter referred to as SZCG Cold- subsidiary grade
Chain Logistic)
SZCG Big Kitchen Food Supply Chain Co., Controlling Second 70 70
Ltd.(hereinafter referred to as SZCG Big subsidiary grade
Kitchen)
SZCG Real Estate Development Co., Ltd. Wholly-owned Second 100 100
(hereinafter referred to as SZCG Real Estate subsidiary grade
Development)
SZCG Property Management Co., Ltd. Wholly-owned Third 100 100
(hereinafter referred to as SZCG Property) subsidiary grade
SZCG Storage (Yingkou) Co., Ltd.(hereinafter Wholly-owned Second 100 100
referred to as SZCG Storage (Yingkou) ) subsidiary grade
Dongguan SZCG Logistics Co., Ltd.(hereinafter Controlling Second 51 51
referred to as Dongguan Logistics) subsidiary grade
Dongguan International Food Industrial Park Controlling Third 51 51
Development Co., Ltd.(hereinafter referred to as subsidiary grade
Dongguan Food Industrial Park)
Dongguan SZCG Oil & Food Trade Co., Ltd. Controlling Third 51 51
(hereinafter referred to as Dongguan Food subsidiary grade
Trade)
Dongguan Golden Biology Tech. Co., Ltd. Controlling Third 51 51
(hereinafter referred to as Dongguan Golden) subsidiary grade
Shuangyashan SZCG Zhongxin Cereals Base Controlling Second 51 51
Co., Ltd. (hereinafter referred to as subsidiary grade
Shuangyashan SZCG Zhongxin)
Heilongjiang Hongxinglong Nongken Shenxin Controlling Third 51 51
Cereals Industrial Park Co., ltd. (hereinafter subsidiary grade
referred to as Hongxinglong Nongken Industrial
Park )
Body included in consolidated financial statement in the period has 7 increased and one declined by compare
with same period of last year, including:
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Subsidiary newly included in consolidate scope
Name Reasons for change
Shenzhen Cereals Group Co., Ltd Enterprise combined under the same control
Shenzhen Flour Co., Ltd(Note 1) Enterprise combined under the same control
Shenzhen Hualian Grain & Oil Trade Co., ltd. (Note 1) Enterprise combined under the same control
Hainan Haitian Aquatic Feed Co., Ltd(Note 1) Enterprise combined under the same control
SZCG Quality Inspection Co., Ltd. (Note 1) Enterprise combined under the same control
SZCG Doximi Business Co., Ltd. (Note 1) Enterprise combined under the same control
SZCG Cold-Chain Logistic Co., Ltd.(Note 1) Enterprise combined under the same control
SZCG Big Kitchen Food Supply Chain Co., Ltd.(Note 1) Enterprise combined under the same control
SZCG Real Estate Development Co., Ltd. (Note 1) Enterprise combined under the same control
SZCG Property Management Co., Ltd. (Note 1) Enterprise combined under the same control
SZCG Storage (Yingkou) Co., Ltd.(Note 1) Enterprise combined under the same control
Dongguan SZCG Logistics Co., Ltd.(Note 1) Enterprise combined under the same control
Dongguan International Food Industrial Park Enterprise combined under the same control
Development Co., Ltd.(Note 1)
Dongguan SZCG Oil & Food Trade Co., Ltd. (Note 1) Enterprise combined under the same control
Dongguan Golden Biology Tech. Co., Ltd. (Note 1) Enterprise combined under the same control
Shuangyashan SZCG Zhongxin Cereals Base Co., Ltd. Enterprise combined under the same control
(Note 1)
Heilongjiang Hongxinglong Nongken Shenxin Cereals Enterprise combined under the same control
Industrial Park Co., ltd. (Note 1)
Note 1: Change of the consolidate scope means that material assets reorganization carried out in the period, purchased 100 percent
equity of Shenzhen Cereals Group Co., Ltd through issuing shares to Fude Capital, the 16 subordinate subsidiaries of Shenzhen
Cereals Group Co., Ltd as Shenzhen Flour Co., Ltd etc. are included in the consolidate scope of the Company.
2. Subsidiary not included in the scope any more
Name Reasons for change
Zhanjiang Haitian Aquatic Feed Co., Ltd Stripped without compensation from state-owned shares. (fond more in
(ii) of Note VII)
Note 1: According to the “Agreement on the Issuance of Shares to Purchase Assets” signed by the Company and Fude Capital in March
2018, the Company’s subsidiary, SZCG signed the “Master Agreement on Major Asset Restructuring of State-owned Assets and Related
Equity of Shenzhen Cereals Group Co., Ltd.” and the “Agreement on the Free Transfer of State-owned Assets of Zhanjiang Haitian
Aquatic Feed Co., Ltd.” with Fude Capital in June 2018, the company did not belong to the scope of restructured assets. In the current
period, the Company’s wholly-owned subsidiary, SZCG, transferred its 90% equity of Zhanjiang Haitian Aquatic Feed Co., Ltd. to
Fude Capital free of charge according to the above agreements.
Change of the consolidate scope found more in Note VII. Change of consolidate scope
173
深圳市深粮控股股份有限公司 2018 年年度报告全文
3. Subsidiary excluded in consolidated financial statement
(1) Shenzhen Shenbao (Liaoyuan) Industrial Company has established for a long time without normal operation,
Industry and Commerce Bureau has canceled the business license of the company, the long-term equity
investment for the company has been accrual for impairment totally. Financial statement of the company is out
of the consolidation range.
(2) Shenzhen Shenbao Manan Biotechnology Co., Ltd. Change its name as Huizhou Shenbao Manan Biotechnology
Co., Ltd on 21 May 2018, it is a subsidiary of the Company, set up by Huizhou Shenbao Technology and Guangzhou
Shen Guangsheng biotechnology limited liability company, according to the contract signed by both parties on
March 28, 2014, Huizhou Shenbao Technology does not have the right to manage this company, thus it is accounted
by the equity method.
(3) Shenzhen Shichumingmen Restaurant Management Co., Ltd. set up by a subsidiary of the Company
Shenshenbao tea culture and Shenzhen Investment Co., Ltd. F. according to Articles of Association, the Board of
Directors to vote by one vote one person. Attendees to the board of directors should be more than 2/3 of the whole
number of directors, and all participants approve the resolution thus it is effective. The Company only accounted
for 3/5 of the voting rights in Shichumingmen Company, control can not be reached, so it is accounted for by the
equity method.
IV. Basis of preparation of financial statements
1. Basis of preparation
(i) basis of preparation of financial statement
Based on continuing operation, the Company conducts recognition and measurement according to actual occurrence
of transactions and issues, pursuant to the accounting principles for enterprise-basic rules and specific accounting
principle as well as the application guidance for the accounting principles for enterprise, interpretation to the
accounting principles for enterprise and other related requirements (hereinafter referred to as Enterprise Accounting
Principles) issued by the ministry of finance, on that basis, combining the Information Disclosure Preparation Rules
for Company Public Issuing Securities No.15-General Rules for Financial Report (amended in 2014) of the CSRC
for statement preparation.
2. Going concern
(ii) Going concern
The Company was evaluated on continued viability of 12 months for the reporting period and found to have no
174
深圳市深粮控股股份有限公司 2018 年年度报告全文
significant doubt. Accordingly, the financial statements have been prepared on the basis of going concern
assumptions.
V. Major accounting policy, accounting estimation
Does the Company need to comply with disclosure requirements of the special industry?
No
Specific accounting policies and estimation attention:
Nil
1. Statement for observation of Accounting Standard for Enterprise
The financial statements prepared by the Company are in accordance to requirements of Accounting Standard for
Enterprise, which truly and completely reflect the information related to financial position, operational results and
cash flow of the Company.
2. Accounting period
Calendar year is the accounting period for the Company, that is falls to the range starting from 1 January to 31
December.
3. Operating cycle
Operating cycle of the Company was 12 months, and the operating cycle is the determining criterion for liquidity
of assets and liabilities.
4. Standard currency
The Company and its subsidiaries take RMB as the standard currency for bookkeeping.
5. Accounting treatment for business combinations under the same control and those not under the same
control
1. If the terms, conditions, and economic impact of each transaction involved in business combination
achieved in stages fall within one or more of the following situations, such transactions will be accounted for
as a package deal:
(1) Such transactions are entered into simultaneously or in the case of considering the impact of each other;
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深圳市深粮控股股份有限公司 2018 年年度报告全文
(2) Such transactions as a whole in order to reach a complete business results;
(3) The occurrence of a transaction subject to that of at least one other transaction;
(4) One transaction alone is not economic, but otherwise when considered with other transactions.
2. Business combination under the same control
The assets and liabilities the Company acquired in a business combination shall be measured in accordance with
book value of assets, liabilities (including the ultimate controlling party of goodwill acquired by the merging parties
and the formation of) stated in combined financial report of the ultimate controlling party on the merger date. The
net book value of assets and the payment of the merger consideration in the merger book value (or nominal value
of shares issued) shall be adjusted in the share premium of reserve capital. the share premium in capital reserve is
not enough for deducting, retained earnings .
If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
In case there is existence of contingent consideration which needs to confirm projected liabilities or assets, then the
difference between the projected liabilities or assets and settlement amount for consequent contingent consideration
is utilized to adjust capital reserve (capital premium or equity premium); in case of insufficient capital reserve,
adjust retained earnings.
As for business combination realized through numbers of transactions, and if these transactions belong to a bundle
of transactions, then each of them shall be accounted as a transaction to acquire controlling right; and if not belong
to a bundle of transactions, then the difference between the initial investment cost of the long term equity investment
as of the date on which the Company obtains controlling right and the carrying value of the long term equity
investment prior to combination plus the carrying value of the new consideration paid for further acquisition of
shares as of the combination date shall be used to adjust capital reserve; in case of insufficient capital reserve, adjust
retained earnings. For equity investment held prior to the combination date, the other comprehensive income
recognized due to calculation by equity method or based on recognition and measurement principles for financial
instruments would not be accounted for temporarily until the Company disposes of this investment on the same
basis as the investee directly disposes of relevant assets or liabilities; other changes of owners’ equity in the net
assets of investee as recognized under equity method, except for net profit or loss, other comprehensive income and
profit distribution, shall not be accounted for until being transferred to current profit or loss when this investment is
disposed of.
3. Business combination not under the same control
Purchase date refers to the date on which the Company actually obtains control over the acquiree, that is, the date
when the acquiree’s net assets or control of production and business decisions are transferred to the Company. When
satisfying the following conditions at the same time, the Company generally believes that the transfer of control
rights has been achieved:
① The business merger contract or agreement has been approved by the Company’s internal authority.
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② Business merger matters need to be approved by the relevant national competent authority, and approval has
been obtained.
③ The necessary procedures for the transfer of property rights have been completed.
④ The Company has paid most of the merger cost and has the ability and plan to pay the remaining amount.
⑤ The Company has actually controlled the finance and operating policies of the acquiree, and enjoys
corresponding benefits and assumes corresponding risks.
Assets paid and liabilities taken for business combination on the acquisition date shall be measured at fair value.
The difference between the fair value and book value is recognized in profit or loss.
Goodwill is realized by the Company as for the difference between the combination cost and the fair value of the
recognizable net assets of the acquiree acquired by acquirer in such business combination. In case that the above
cost is less than the above fair value even with re-review, then the difference shall be recorded in current gains and
losses.
As for the business combination not under the same control realized through several exchange transactions step by
step, part of the package deal, than carrying accounting treatment on transactions with controlling rights obtained
through vary transactions; as for non-package: for equity investment held prior to combination date which is
calculated under equity method, the sum between carrying value of the equity investment prior to acquisition date
and cost of additional investment made on the acquisition date is deemed to be the initial investment cost of this
investment. Other comprehensive income recognized for equity investment held prior to combination date under
equity method shall be accounted for when the Company disposes of this investment on the same basis as the
investee directly disposes of relevant assets or liabilities. In case that equity investment held prior to combination
date is calculated based on recognition and measurement principles for financial instruments, then the fair value of
this equity investment as of combination date plus new investment cost shall be deemed as initial investment cost.
The difference between fair value and carrying value of the originally held equity interests and the accumulated fair
value movements as originally recorded in other comprehensive income shall be all transferred to investment
income of the period in which the combination date falls.
4. Expenses related to the merger
Audit, legal, consulting services, and other intermediary costs and other expenses directly related to the business
combination, shall be included in current profit or loss in the event; any transaction fee for issuing equity securities
for business combination which can be directly attributable to the equity transaction shall be deducted from equity.
6. Methods for preparation of consolidated financial statements
1. Merger scope
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The consolidation scope of the consolidated financial statements of the Company is fixed on the basis of control,
and all subsidiaries have been consolidated.
2. Merger procedure
The Company edits the consolidated financial statements based on its own financial statements and the subsidiaries’,
as well as other relevant information. The consolidated financial statements hold the enterprise group as a whole
accounting entity. It is recognized in accordance with relevant Accounting Standards, measurement and presentation
requirements. Uniform accounting policies reflect the overall financial position of the Group's business, operating
results and cash flow.
The accounting policies and accounting period adopted by the subsidiaries taken into account of the consolidation
scope are in line with the Company. If it is not the same as the Company, necessary adjustments will be made when
preparing consolidated financial statements according to the accounting policy and accounting period of the
Company.
Internal transactions between the Company and its subsidiaries and between subsidiaries to each other shall put
impact on the consolidated balance sheet, consolidated income statement, consolidated cash flow statement, the
consolidated shareholders' equity. The impact shall be offset when combing financial statements. If it is not the
same when you stand Enterprise Group and the angle of the Company or its subsidiaries as the accounting entity
identified on the same transaction, the business point of view shall be adjusted to the Group's transactions.
Subsidiary's equity, current net profits or losses and current comprehensive income belonging to minority
shareholders shall be listed respectively under item of owners’ equity in the consolidated balance sheet, item of net
profit in profit sheet and item of total comprehensive income. Current loss minority shareholders of a subsidiary
exceed the minority shareholders in the subsidiary's opening owners' equity share and the formation of balance,
offset against minority interests.
For the subsidiaries acquired through business combination under common control, its assets and liabilities
(including goodwill formed from ultimate controlling party acquiring the subsidiary to) shall be adjusted based on
the book value in the financial statements of the ultimate controlling party.
For the subsidiaries acquired through business combination under uncommon control, financial statements shall be
adjusted based on the fair value of the identifiable net assets on acquiring date.
(1) Increase of subsidiary or business
During the reporting period, the merger of the enterprises under the same control results in additional subsidiaries
or business, then adjust the opening amount of consolidated balance sheet; income, expenses and profit of the
subsidiaries or business from beginning to the end of the reporting shall be included in the consolidated profit
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statement; cash flows of the subsidiaries or business from beginning to the end of reporting period shall be included
into the consolidated cash flow statement. And relevant comparative items of comparable statement shall be adjusted
since reporting entity is controlled by the ultimate controller.
If additional investment and other reasons can lead investee to be controlled under the same control, all parties shall
be adjusted at the beginning when the ultimate controlling party starts control. Equity investments made before
obtaining controlling right, relevant gains and losses and other comprehensive income as well as other changes in
net assets confirmed during the latter date between point obtaining original equity and merger and mergered under
the same control day to the combined day, shall be offset against the retained earnings or profit or loss of the
comparative reporting period.
During the reporting period, opening amount of consolidated balance sheet shall not be adjusted since enterprise
under different control combine or increase holding of subsidiary or business; the income, expense and profit of the
subsidiaries or business from the acquisition date to the end of reporting period shall be included in the consolidated
profit statement; while cash flows shall be included into the consolidated cash flow statement.
Equity held from investee before acquisition date shall be measured at fair value of acquisition date if additional
investment and other reasons can lead investee to be controlled under the same control. Difference between the fair
value and the book value is recognized as investment income. other comprehensive income and other owners' equity
except for net profit or loss, other comprehensive income and the distribution of profits related to equity held from
investee before acquisition date, as well as relevant other comprehensive income associated with all other by
changes in equity shall be included in current investment income, except for other comprehensive income arising
from change of net assets or net liabilities redefined by investee.
(2) Disposal of subsidiaries or business
1) The general approach
During the reporting period, the Company carry out disposal of subsidiaries or business, revenue, expense and profit
of the subsidiary or business included in the consolidated profit statement from the beginning to the disposal date;
while the cash flow into cash flow table.
If losing controlling right to investee due to disposal of partial equity, the remaining equity after the disposal shall
be re-measured at fair value at the date when control is lost. Price of equity disposal plus fair value of the remaining
equity, then subtracting net assets held from the former subsidiary from the acquisition date or combination date
initially measured in accordance with original stake and goodwill, the difference shall be included in investment
income of the period losing controlling right. other comprehensive income and other owners' equity except for net
profit or loss, other comprehensive income and the distribution of profits related to equity held from investee before
acquisition date, as well as relevant other comprehensive income associated with all other by changes in equity shall
be included in current investment income, except for other comprehensive income arising from change of net assets
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or net liabilities redefined by investee.
2) Step disposal of subsidiaries
As multiple transactions over disposal of the subsidiary's equity lead to loss of controlling right, if the terms of the
transaction, situation and economic impact subject to one or above of the following conditions, usually it indicates
repeated transactions should be accounted for as a package deal:
A. These transactions are made considering at the same time or in the case of mutual impact;
B. These transactions only reach a complete business results when as a whole;
C. A transaction occurs depending on the occurrence of at least one other transaction;
D. Single transaction is not economical, but considered together with other transactions it is economical.
If disposal of equity in subsidiaries lead the loss of control and the transactions can be seen as a package deal, the
Company will take accounting treatment of the transaction; however, before the loss of control the difference
between the disposal price and the corresponding net assets of the subsidiary, recognized as other comprehensive
income in the consolidated financial statements, into current profit and loss at current period when losing controlling
right.
If disposal of equity in subsidiaries lead the loss of control and the transactions doesn’t form a package deal, equity
held from subsidiary shall be accounted in accordance with relevant rules before losing controlling right, while in
accordance with general accounting treatment when losing controlling right.
(3) Purchase of a minority stake in the subsidiary
Long-term equity investment of the Company for the purchase of minority interests in accordance with the newly
acquired stake in the new calculation shall be entitled to the difference between the net assets from the acquisition
date (or combination date) initially measured between the consolidated balance sheet adjustment capital balance of
the share premium in the capital reserve share premium insufficient, any excess is adjusted to retained earnings.
(4) Disposal of equity in subsidiary without losing control
Disposal price and disposal of long-term equity investment without a loss of control due to partial disposal of
subsidiaries and long-term equity investment made between the relative net assets from the purchase date or the
date of merger were initially measured at the difference between the subsidiary shall enjoy, the consolidated balance
sheet adjustment in the balance of the share premium, capital balance of the share premium insufficient, any excess
is adjusted to retained earnings.
7. Classification of joint venture arrangement and accounting for joint operations
1. Classification of joint venture arrangement
The Company classifies joint venture arrangement into joint operations and joint ventures based on the structure,
legal form, agreed terms of the arrangement and other related facts and conditions.
Joint venture arrangement not concluded through separate entity is classified as joint operation; and those concluded
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through separate entity are generally classified as joint ventures. However, joint venture arrangement which meets
any of the following conditions as proven by obvious evidence and satisfies relevant laws and rules is grouped as
joint operation:
(1) The legal form of the arrangement shows that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities.
(2) It is agreed by the terms of the arrangement that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities.
(3) Other related facts and conditions show that parties to the arrangement are entitled to and assume rights and
obligations in respect of the relevant assets and liabilities. For instance, joint parties are entitled to almost all the
output related to joint venture arrangement and settlement of the liabilities under the arrangement continues to rely
on supports from the joint parties.
2. Accounting for joint operations
The Company recognizes its proportion of interests in joint operation as related to the Company, and accounts for
under relevant business accounting principles:
(1) To recognize separately-held assets and jointly-held assets under its proportion;
(2) To recognize separately-assumed liabilities and jointly-assumed liabilities under its proportion;
(3) To recognize revenue from disposal of the output which the Company is entitled to under the proportion;
(4) To recognize revenue from disposal of the output under the proportion;
(5) To recognize separately occurred expenses, and to recognize expenses occurred for joint operations under its
proportion.
For injection to or disposal of assets of joint operations (other than those assets constituting business operation),
gain or loss arising from the transaction is only recognized to the extent it is attributable to other parties to the joint
operation before the joint operation is sold to any third party. In case those assets injected or disposed satisfy the
condition for asset impairment loss under Business Accounting Principle No.8-Assets Impairment, the Company
recognizes this loss in full.
For acquisition of assets from joint operations (other than those assets constituting business operation), gain or loss
arising from the transaction is only recognized to the extent it is attributable to other parties to the joint operation
before the relevant assets are sold to any third party. In case that the acquired assets satisfy the condition for asset
impairment loss under Business Accounting Principle No.8-Assets Impairment, the Company recognizes relevant
loss according to the proportion it assumes.
The Company exercises no common control over joint operations. If the Company is entitled to relevant assets of
the joint operation and assure relevant liabilities, it shall be accounted for under the above principle, otherwise it
would be accounted for under the relevant business accounting principles.
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8. Recognition standards for cash and cash equivalents
When preparing cash flow statement, the Company recognized the stock cash and deposits available for payment at
any time as cash, and investments featuring with the following four characters at the same time as cash equivalents:
short term (expire within 3 months commencing from purchase day), active liquidity, easy to convert to already-
known cash, and small value change risks.
9. Foreign currency business and conversion of foreign currency statement
For the foreign currency business, the Company converts the foreign currency into RMB for book-keeping based
on spot exchange rate at date of trading occurred.
On balance sheet date, balance of foreign currency monetary items shall be converted based on the spot rate as at
the balance sheet date, and the arising exchange difference shall be recorded in current gains and losses other than
those arising from the special foreign currency borrowings related to purchasing assets qualifying for capitalization
which is treated under the principle of borrowing expense capitalization. As for the foreign currency non-monetary
items measured in historical cost, conversion is still conducted with the spot rate as at the transaction date, without
any change to its functional currency. As for the foreign currency non-monetary items measured in fair value,
conversion is conducted with the spot rate as at the date for determination of fair value, and the arising exchange
difference shall be recorded in current gains and losses or capital reserve.
As for the foreign currency non-monetary items measured in fair value, conversion is conducted with the spot rate
as at the date for determination of fair value, and the arising exchange difference shall be recorded in current gains
and losses or capital reserve.
10. Financial instruments
Financial instruments include financial assets, financial liabilities and equities instruments.
1. Categories of financial instruments
According to the contract terms of the financial instrument issued and economic substance reflects by such
instrument, not only in form of law, combine with purposes held for financial assets and liabilities, the Company
categorizes financial assets and liability into different types: financial assets (or financial liabilities) at fair value
through current gains and losses; accounts receivable; financial assets available for sale; other financial liabilities,
etc.
2. Recognition and measurement for financial instrument
(1) Financial assets or liabilities at fair value through profit or loss
Financial assets or liabilities at fair value through profit or loss include transactional financial assets or financial
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liabilities and financial assets or liabilities directly designated at fair value through profit or loss.
Transactional financial assets or financial liabilities refer to those meeting any of the following conditions:
1) Purpose for holding the assets or liabilities are to disposal, repurchase or redemption in a short time;
2) Constitute part of the identifiable financial instrument group for central management, and there is objective
evidence proving that the Company manages this group in a short-time-return way recently;
3) Belong to derivative financial instrument, other than those derivatives designated as effective hedge instruments,
belonging to financial guarantee contracts and those linked to equity instrument investment which is not quoted in
an active market and whose fair cannot be measured reliably and the settlement of which is conditional upon delivery
of the equity instrument.
Subject to satisfaction of any of the following conditions, financial assets or liabilities can be designated as financial
assets or liabilities at fair value through profit or loss upon initial measurement:
1) The designation can eliminate or substantially eliminate the inconsistencies between profit and loss from the
financial assets arising from different measurement basis;
2) The portfolio of financial assets and liabilities in which the financial asset belongs to are designated as measured
at fair value in the risk management report or investment strategic report handed in to key management personnel;
3) Hybrid instruments which contains one or more embedded derivatives, unless the containing of embedded
derivatives does not have substantial effect on the cash flows of the hybrid instruments, or the embedded derivatives
obviously should not be separated from relevant hybrid instruments;
4) Hybrid instruments which contains embedded derivatives that should split, but cannot be measured separately
when acquired or on the subsequent balance sheet date.
The Company initially measures financial assets or liabilities at fair value through profit or loss at their fair values
when acquiring the assets or liabilities (after deducting cash dividend already declared but not paid or bond interests
which is due for interest payment but not received), and the relevant transaction fee is included in current profit or
loss. Interest or cash dividend acquired during the holding period shall be recognized as investment income, and
movement of fair value at the end of period is included in current profit or loss. Upon disposal, the difference
between its fair value and initial accounting amount shall be recognized as investment income, with corresponding
adjustment to gains and losses from movement of fair value.
(2) Account receivables
Account receivable refers to the non-derivative financial assets without price in active market and with amount to
be fixed or to be determined
The contract price charged to the buyers shall be recognized as initial value for those account receivables which
mainly comprise the receivable creditor’s right caused by the sale of goods and providing of labor service to external
customers by the Company, and receivables in other companies excluding debt instruments priced in active markets,
includes but not limited to trade receivables, notes receivables, account paid in advance and other receivables. If
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characterized as of financing nature, the initial recognition shall be priced at the present value.
Upon disposal, the difference between the sale value and the book value of the receivables shall be accounted into
current profit or loss on its recovery or disposal.
(3) Held-to-maturity investment
The non-derivative financial assets with maturity date, fix return amount or amount able to determined, and the
Company held with specific intention and ability.
The Company takes the sum of fair value (after deducting bond interests which is due for interest payment but not
received) and related transaction fee as initial recognition amount in respect of held-to-maturity investment upon
acquisition of the investment. During the holding period, the Company recognizes interest income at amortized cost
and effective interest rate which is included in investment income. The effective interest rate is determined upon
acquisition of the investment and remains unchanged for the expected continuous period or appropriate shorter
period. Difference between sale price and carrying value of the investment is included in investment income.
If held-to-maturity investment is disposed or reclassified as other types of financial asset, and the relevant amount
is relatively bigger than the total amount of our all held-to-maturity investments prior to disposal or reclassification,
the remaining held-to-maturity investments shall be reclassified as available-for-sale financial assets immediately
following such disposal or reclassification. On the reclassification date, difference between the carrying value and
fair value of the investment is included in other comprehensive income and is transferred out into current profit or
loss when the available-for-sale financial assets experience impairment or derecognition. However, the followings
are exceptions:
1) The date of disposal or reclassification is approaching to the date of expiration or redemption of the investment
(such as three months prior to expiration), and change of market rate has no material influences over the fair value
of the investment.
2) Company has already recovered nearly all initial principal under the repayment means as agreed in contract.
3) Disposal or reclassification is arising from separate matters which are out of our control, which are expected not
to occur repeatedly and which are difficult to predict reasonably.
(4) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale upon
initial recognition and financial assets other than other categories of financial assets.
The Company initially measures available-for-sale financial assets at the sum between their fair values when
acquiring the assets or liabilities (after deducting cash dividend already declared but not paid or bond interests which
is due for interest payment but not received) and the relevant transaction fee. Interest or cash dividend acquired
during the holding period shall be recognized as investment income. Gains or losses arising from movement of fair
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value is directly included in other comprehensive income except for impairment loss and exchange difference arising
from foreign currency monetary financial assets. When disposing available-for-sale financial assets, the Company
includes the difference between the acquired price and carrying value of the financial assets into investment profit
or loss. Meanwhile, accumulated fair value movement attributable to the disposed part which is originally directly
included in other comprehensive income is transferred out and included investment profit or loss.
For equity instrument investment which is not quoted in an active market and whose fair value cannot be reliably
measured, and derivative financial assets which are linked to the equity instrument and whose settlement is
conditional upon delivery of the equity instrument, they are stated at cost by the Company.
(5) Other financial liabilities
Initial recognition amount is determined at the sum of fair value and relevant transaction fee. Subsequent
measurement is conducted at amortized cost.
3. Confirmation evidence and measurement methods for transfer of financial assets
When transfer of financial assets occurs, the Company shall stop recognition of such financial assets if all risks
and remunerations related to ownership of such financial assets have almost been transferred to the receiver;
while shall continue to recognize such financial assets if all risks and remunerations related to ownership of
such financial assets have almost been retained.
When judging whether or not the aforesaid terminal recognition condition for financial assets is arrived at for
transfer of financial assets, the Company generally adopts the principle that substance overweighs format. The
Company divides such transfer into entire transfer and part transfer. As for the entire transfer meeting condition for
discontinued recognition, balance between the following two items is recorded in current gains and losses:
(1) Carrying value of financial assets in transfer;
(2) Aggregate of the consideration received from transfer and accumulative movements of fair value originally
recorded in owners’ equity directly (applicable when financial assets involved in transfer belong to financial assets
available for sale).
As for the part transfer meeting condition for discontinued recognition, entire carrying value of financial assets in
transfer is shared by discontinued recognition part and continued recognition part, in light of their respective fair
value. Balance between the following two items is recorded in current gains and losses:
(1) Carrying value of discontinued recognition part;
(2) Aggregate of the consideration of discontinued recognition part and amount of such part attributable to
accumulative movements of fair value originally recorded in owners’ equity directly (applicable when financial
assets involved in transfer belong to financial assets available for sale).
Financial assets are still subject to recognition if transfer of such assets doesn’t satisfy the condition for discontinued
recognition. And consideration received is recognized as financial liability.
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4. De-recognition condition for financial liability
As for the financial liabilities with its whole or part present obligations released, the company shall de-realize such
financial liabilities or part of it. if the company enters into agreement with its creditor to substitute for the existing
financial liabilities by means of assuming new financial liabilities, then the company shall de-realize the existing
financial liabilities and realize the new financial liabilities provided that the contract clauses of the new and the
existing financial liabilities are different in substance.
If the company makes substantial amendment to the whole or part contract clauses of the existing financial liabilities,
it shall de-realize the existing financial liabilities or part of it. Meanwhile, the financial liabilities with amendment
to its clauses shall be realized as new financial liabilities.
In case of derecognizing of financial liabilities in whole or part, the difference between the carrying value of such
de-realized financial liabilities and consideration paid (including the non-cash assets exchanged or new financial
liabilities assumed) shall be recorded in current gains and losses.
In case that the company repurchases part of financial liabilities, based on the comparative fair value of the
continuing recognition part and the derecognizing part, the company shall allocate the carrying value of the financial
liabilities in whole on the repurchase date. Difference between the carrying value allocated to the derecognizing
part and the consideration paid (including the non-cash assets exchanged or new financial liabilities assumed) shall
be recorded in current gains and losses.
5. Determination method for fair value of financial assets and financial liabilities
As for the financial assets or financial liabilities with an active market, the fair value is determined by the offer of
the active market; the offer of the active market includes the offers of underlying assets or liabilities easily and
regularly obtained from the exchange, the dealer, the broker, the industry group, the pricing institution or the
regulatory body, which can represent the market transactions actually and frequently occur on the basis of fair trade.
The initial acquisition or financial assets or financial liabilities assumed, market transaction price to determine the
fair value basis.
There is no active market for a financial asset or financial liability, the valuation techniques to determine its fair
value. At the time of valuation, the Company adopted applicable in the present case and there is enough available
data and other information technology to support valuation, assets or liabilities of feature selection and market
participants in the trading of the underlying asset or liability considered consistent input value and priority as the
relevant observable inputs. Where relevant observable inputs can not get or do not get as far as practicable, the use
of unobservable inputs.
6. Provision of impairment reserve for impairment of financial assets (excluding account receivables)
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The company reviews the carrying value of the financial assets (excluding those measured by fair value and the
change thereof is recorded in current gains and losses) on the balance sheet date, if there is objective evidence
showing impairment of the financial assets, it shall provide impairment reserve.
Objective evidence that a financial asset is impaired includes the following observable events:
1. Significant financial difficulty of the issuer or obligor;
2. A breach of contract by the borrower, such as a default or delinquency in interest or principal payments;
3. The creditor, for economic or legal reasons relating to the borrower’s financial difficulty, granting a concession
to the borrower;
4. It becoming probable that the borrower will enter bankruptcy or other financial reorganizations;
5. The disappearance of an active market for that financial asset because of financial difficulties of the issuer;
6. Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of
financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the
individual financial assets in the group, including: adverse changes in the payment status of borrowers in the group,
an increase in the unemployment rate in the country or geographical area of the borrowers, a decrease in property
prices for mortgages in the relevant area, or adverse changes in industry conditions that affect the borrowers in the
group;
7. Significant adverse changes in the technological, market, economic or legal environment in which the issuer
operates, indicating that the cost of the investment in the equity instrument may not be recovered by the investor;
8. A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost;
Details for impairment of financial assets are set out below:
(1) Impairment provision for available-for-sale financial assets
The Group has separately tested various available-for-sale equity instruments at the balance sheet date. It will be
defined as impairment if the fair value is lower than the initial investment cost by more than 50% (including 50%)
or the low state has lasted for no less than 1 year. While the lower proportion is between 20% and 50%, the Group
will take other factors such as price fluctuation into consideration to estimate whether the equity instrument has
impaired or not.
Initial segment of the "cost" of the sale of equity instruments in accordance with available cost less any principal
repayment and amortization, impairment loss has been included in determining profit or loss; The fair value of the
available-for-sale equity instrument investment without an active market is determined by the present value
determined on the basis of the current market return similar to financial assets versus the future discounted cash;
the fair value of available-for-sale equity instrument investment with offers in the active market is determined by
the closing price of the stock exchange at the end of the period, unless this available-for-sale equity instrument
investment has a restricted stock trade period. For the presence of restricted investments in equity instruments
available for sale, according to the end of the closing price of the stock exchange market participants by deducting
the risk equity instrument within a specified period cannot be sold on the open market and the requirements to obtain
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compensation.
When an available-for-sale financial asset is impaired, the cumulative loss arising from decline in fair value that
had been recognized in other comprehensive income is reclassified to the profit or loss even though the financial
asset has not been derecognized. The amount of the cumulative loss that is removed from equity is the difference
between the acquisition cost (net of any principal repayment and amortization) and current fair value, less any
impairment loss on that financial asset previously recognized in profit or loss.
If there are objective evidences showing that the value of available-for-sale debt instrument is recovered and it
relates to the matters happened after the impairment loss recognition, the impairment loss recognized shall be
reversed and accounted in current profit or loss. Impairment losses recognized for equity instrument investments
classified as available-for-sale are reversed through equity. However, impairment loss occurred by equity instrument
investment which is not quoted in an active market and whose fair value cannot be measured reliably and derivative
financial assets which are linked to the equity instrument and whose settlement is conditional upon delivery of the
equity instrument, shall not be reversed.
(2) Impairment provision for held-to-maturity investment
For held-to-maturity investment, if there is object evidence showing the investment is impaired, then impairment
loss is determined based on the difference between its fair value and present value of predicted future cash flow.
After provision, if there is evidence showing its value has been restored, the originally recognized impairment loss
can be reversed and included in current profit or loss, provided that the reversed carrying value shall not exceed the
amortized cost of the financial asset as at reversal date assuming no impairment provision had been made.
7. Offset of financial assets and financial liabilities
Financial assets and financial liabilities are stated in balance sheet separately without inner-offset. However, the net
amount after inner offset is stated in balance sheet date when the following conditions are all met:
(1) The Company has legal right to offset recognized amount and the right is enforceable;
(2) The Company plans to settle on a net basis, or simultaneously realize the financial assets and settle the financial
liabilities.
11. Note receivable and account receivable
(1) Account receivable with single significant amount and withdrawal single item bad debt provision
Account with single significant amount Amount of 10 million yuan above
Withdrawal method for bad debt provision of account
Amount of 5 million yuan above
receivable with single significant amount
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(2) Accounts receivable whose bad debts provision was accrued by combination based on credit risk
characteristics portfolio
Portfolio Bad debt provision accrual
Age analysis method Age analysis method
Accrual bad debt provision by age analysis method in portfolio
√Applicable □Not applicable
Accrual ratio for other account
Account age Accrual ratio for account receivable
receivable
Within one year (one year included) 1.00% 1.00%
1－2 years 10.00% 10.00%
2－3 years 30.00% 30.00%
3－4 years 50.00% 50.00%
4－5 years 50.00% 50.00%
Over 5 years 80.00% 80.00%
In combination, withdrawal proportion of bad debt provision based on balance proportion
□Applicable √Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods:
□Applicable √Not applicable
(3) Account receivable with minor single amount but with withdrawal bad debt provision for single item
There is objective evidence that the Company will not be able
Reasons for provision of bad debt reserve
to recover the money under the original terms of receivables.
Withdrawn according to the difference between present value of
Provision method of bad debt reserve expected future cash flows and the book value of the
receivables.
12. Inventory
Does the Company need to comply with disclosure requirements of the special industry?
No
1. Classification
Inventory means finished goods and merchandise that are ready for sale, work-in-progress, or material used
in the process of production or provision of service in the ordinary course of business. Inventory includes
merchandise in warehouse, delivered goods, work- in-progress, raw materials, subcontracted materials,
packages, etc.
2. Valuation method
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Inventory carried initial measured by cost, including purchasing cost, processing cost and other costs. The
inventory in transit was valued by weighted average method.
3. Recognized standards of the net realizable value for inventory and withdrawal method on provision of
inventory
After inventory at period-end, the inventories are accounted depending on which is lower between the cost
and the net realizable value or adjusted the provision of inventory. The net realizable value of inventory
products and sellable materials, in normal business production, is measured as the residual value after
deducting the estimated sales expense and related taxes and fees from the estimated selling price; the net
realizable value of an item of inventories subject to further processing, in normal business production, is
measured as the residual value after deducting the sum of the estimated costs of completion, sales expense
and related taxes and fees from the estimated selling price of the sellable item. The net realizable value of
the quantity of inventories held to satisfy firm sales or service contracts is based on the contract price. If the
sales contracts are for less than the inventory quantities held, the net realizable value of the excess is based
on general selling prices.
An impairment allowance, if any, is generally individually recognized for each type of inventories at period-end
except: For an individual impairment allowance, if any, is recognized for the whole category of inventories of low
value and large quantities; and for an individual impairment allowance, if any, is recognized for a group of
inventories, which are held for the production and sales of products of a single territory and for identical or similar
usages or purposes, and which are indistinguishable from other types of inventories within the group.
If the previous factors resulting in deduction of inventories values disappear, then such deduction of value shall be
reversed back from the original provision of inventory depreciation reserve, and turns to current gains and losses.
4. Inventory system
Inventory system is the perpetual inventory system.
5. Amortization of low-value consumables and packaging materials
(1) Low-value consumables adopts the method of primary resale;
(2) Packaging materials adopts the method of primary resale;
(3) Other turnover materials adopts the method of primary resale.
13. Classified as assets held for sale
1. The confirmation standards for classifying as available for sale
The Company recognizes the non-current assets or disposal groups that meet both of the following conditions as the
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component of available for sale:
(1) According to the practice in similar transactions of selling such assets or disposal groups, it can be sold
immediately under current conditions;
(2) The sale is very likely to occur, that is, the Company has already made a resolution on one sales plan and has
obtained a certain purchase commitment, and it is anticipated that the sale will be completed within one year.
The confirmed purchase commitment refers to the legally binding purchase agreement signed between the Company
and other parties. The agreement contains important terms such as transaction price, time, and enough severe
penalties for breach of contract, etc., so that it is very unlikely to make major adjustments or cancellations to the
agreement.
2. Accounting methods for available for sale
The Company does not calculate and distill depreciation or amortization for the non-current assets or disposal group
available for sale, if the book value is higher than the net amount after deducting selling cost from fair value, the
book value shall be written down to the net amount after deducting selling cost from fair value, the write-down
amount is recognized as asset impairment loss and is included in the current gains and losses, and makes provision
for impairment of available-for-sale assets at the same time.
For the non-current assets or disposal group classified as available for sale at the acquisition date, compare the initial
measurement amount with the net amount after deducting selling cost from fair value based on the assumption that
it is not classified as available for sale at the initial measurement, and measure by the lower amount.
The above principles are suitable for all non-current assets, but not including the investment real estate that adopts
fair value model for follow-up measurement, or the biological assets that are measured at the net amount after
deducting selling cost from fair value, or the assets formed by employee compensation, or the deferred income tax
assets, or the financial assets regulated by the relevant accounting standards of financial instruments, or the rights
arising from the insurance contracts regulated by the relevant accounting standards of insurance contracts.
14. Long-term equity investment
1. Recognition of investment cost
(1) As for the long-term equity investment formed from business combination under the same control,
accounting policy found in (V) Accounting method for business combination (not) under the same control
of Note IV
(2) Long-term equity investment obtained by other means
For long-term equity investments obtained through payment with cash, then the actual payment shall be
viewed as initial investment cost. Initial investment cost including the expenses, taxes and other necessary
costs that directly concerned with the long-term equity investment that acquired.
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For long-term equity investments obtained through issuance of equity securities, then the fair value of such
securities shall be viewed as initial investment cost; for transaction expenses from issuing or own equity
instrument acquired, it can be deducted from the equity when such expenses attributable directly to equity
transaction.
Under the precedent condition that non-monetary assets exchanges are featured with commercial nature and
fair values of exchange-in or exchange-out assets can be reliably measured, long-term equity investment
exchange-in through non-monetary assets exchange shall be recognized with initial investment cost on the
basis of the fair value of the assets exchange-out, unless there is obvious evidence showing that fair value of
exchange-in assets is more reliable; as for non-monetary assets exchanges not satisfying such precedent
condition, initial investment cost of exchange-in long-term equity investment falls to the carrying value of
exchange-out assets and relevant taxes payable.
For long-term equity investments obtained through debt reorganization, its initial investment cost is
recognized based on fair value.
2. Subsequent measurement and recognition of gains and losses
(1) Cost method
The long-term equity investment control by invested entity shall counted by cost method, and pricing on initial
investment cost, cost of the long-term equity investment shall be adjusted while additional investment or dis-
investment.
Other than payment actually paid for obtaining investment or cash dividend or profit included in
consideration which has been declared while not granted yet, the Company recognizes investment income
according to its share in the cash dividend or profit declared for grant by the invested unit.
(2) Equity method
The Company calculates long term equity investment in associates and joint ventures under equity method. For
certain equity investments in associates indirectly held through risk investment institutions, joint funds, trust
companies or similar entities including investment linked insurance fund, the Company measures the investment at
fair value through profit or loss.
Where the initial investment cost of a long-term equity investment exceeds the Group’s share of the fair value of
the investee’s identifiable net assets at the time of acquisition, no adjustment is made to the initial investment cost.
Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable net
assets at the time of acquisition, the difference is recognized in profit or loss for the period.
Return on investments and other comprehensive income is recognized respectively by shares of net gains and losses
realized by the invested company and other comprehensive income after acquisition of long-term equity, and book
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value of such investment is adjusted accordingly. Profit or cash dividends pro rata distributed by the invested
company are to minus book value of the relative long-term investment. Book value of long-term investment is
adjusted when changes occur other than net gains and losses, other comprehensive income and profit distribution
of the invested company, and is to report in owners’ equity accordingly.
The Company should recognized net profit of invested unit after adjustment, based on fair value of vary identifiable
assets of invested unit while obtained investment, while recognized net profit or net losses of invested units that
should be enjoy by investment enterprise. the un-realized transaction gains/losses attributable to investment
enterprise, internally occurred between the Company, affiliated units and joint-ventures should calculated by
proportion of shares-holding which should be offset, than recognized investment gains/losses.
When the Company is confirmed to share losses of the invested units, the following order shall prevail for
disposal: first of all, offset carrying value of long-term equity investment. Second, for long-term equity
investment whose carrying value is not enough for offset, investment loss should be continued to recognize
within the limit of carrying value of other long-term equity which substantially forms net investment to
invested units, to offset carrying value of long-term items receivable. At last, after the aforesaid treatment, if
enterprise still bears additional duties according to investment contract or agreement, projected liabilities are
recognized in accordance to the obligations which are expected to undertake, and then recorded in current
gains and losses.
In the event that the invested unit realizes profit in later periods, the Company will adopt disposal adverse to
the above order after deduction the unrecognized share of loss, i.e. write off the carrying value of the
recognized projected liabilities, recover carrying value of long-term equity which substantially forms net
investment to invested unit and long-term equity investment, and recognize investment income at the same
time.
3. Transfer of calculation for long term equity investment
(1) Measure at fair value transfer to equity method
For the equity investment originally held by the Company in which it has no control, common control or significant
influence over the investee and which is accounted for under recognition and measurement principle as financial
assets, in case that the Company becomes able to exercise significant influence or common control upon the investee
due to additional investment while no control is reached, the sum of fair value of the originally held equity
investment as determined under Business Accounting Principles No.22- Recognition and Measurement Principle as
Financial Assets plus cost of the new investment shall be deemed as the initial investment cost upon calculation
under equity method.
If the originally held equity investment is classified as available for sale financial assets, the difference between its
fair value and carrying value and the accumulated fair value movement which is originally included in other
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comprehensive income shall be transferred to current period gains and losses under equity method.
In case that the initial investment cost under equity method is lesser than share of fair value of the investee’s net
identifiable assets as of the date when additional investment is made as calculated based on the latest shareholding
proportion upon additional investment, carrying value of the long term equity investment shall be adjusted against
such difference which is included in current period non-operating income.
(2) Measure at fair value or calculation under equity method transfer to calculation under cost method
For the equity investment originally held by the Company in which it has no control, common control or significant
influence over the investee and which is accounted for under recognition and measurement principle as financial
instrument, or for long term equity investment originally held in associates or joint ventures, in case that the
Company becomes able to exercise control over investee not under common control due to additional investment,
the sum of fair value of the originally held equity investment plus cost of the new investment shall be deemed as
the initial investment cost upon calculation under cost method when preparing separate financial statement.
For other comprehensive income as recognized under equity method in respect of equity investment held prior to
acquisition date, when the Company disposes this investment, the aforesaid income shall be accounted for on the
same basis as the investee would otherwise adopt when it directly disposes relevant assets or liabilities.
For equity investment held prior to acquisition date which is accounted for under Business Accounting Principles
No.22- Recognition and Measurement of Financial Assets, the accumulated fair value movement which originally
included in other comprehensive income shall be transferred to current period gains and losses upon calculation
under cost method.
(3) Calculation under equity method transfer to fair value measurement
In case that the Company lost common control or significant influence upon investee due to disposal of part equity
investment, the remaining equity investment shall be calculated under Business Accounting Principles No.22-
Recognition and Measurement of Financial Assets, and the difference between its fair value and carrying value as
of the date when the Company lost common control or significant influence shall be included in current period gains
and losses.
For other comprehensive income as recognized under equity method in respect of the original equity investment,
when the Company ceases calculation under equity method, the aforesaid income shall be accounted for on the same
basis as the investee would otherwise adopt when it directly disposes relevant assets or liabilities.
(4) Cost method transfer to equity method
In case that the Company lost control upon investee due to disposal of part equity investment, and if the remaining
equity investment can exercise common control or significant influence over the investee, equity method shall be
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adopted when preparing separate financial statement, and the remaining equity investment shall be adjusted as if it
had been stated under equity method since the acquisition.
(5) Cost method transfer to fair value measure
In case that the Company lost control upon investee due to disposal of part equity investment, and if the remaining
equity investment cannot exercise common control or significant influence over the investee, Business Accounting
Principles No.22- Recognition and Measurement of Financial Assets shall be adopted for accounting treatment when
preparing separate financial statement, and the fair value and carrying value as of the date when control is lost shall
be included in current period gains and losses.
4. Disposal of long term equity investment
Difference between carrying value and actual acquisition price in respect of disposal of long term equity investment
shall be included in current period gains and losses. For long term equity investment under equity method, the
Company shall adopt the same basis as the investee directly disposes relevant assets or liabilities when disposing
this investment, and account for the part originally included in other comprehensive income under appropriate
proportion.
If the terms, conditions and economic impact of each transaction involved in the disposal by steps of
investment in subsidiaries fall into one or more of the following situations, such transactions will be
accounted for as a package deal:
1. Such transactions are entered into simultaneously or in the case of considering the impact of each other;
2. Such transactions as a whole in order to reach complete commercial results;
3. The occurrence of one transaction is subject to that of at least one other transaction;
4. A transaction alone is not economic, but otherwise when considered with other transactions.
Enterprises that lose control of their original subsidiaries due to the disposal of partial equity investment or
otherwise, and therefore disqualify a package deal, should prepare the relevant accounting treatment in
differentiation with individual financial statements and consolidated financial statement:
(1) In separate financial statement, as for disposal of equity interest, difference between carrying value and actual
acquisition price shall be included in current period gains and losses. In case that the remaining equity interests can
exercise common control or significant influence over investee, it shall be stated under equity method in stead, and
shall be adjusted as if the remaining equity interests had been stated under equity method since the acquisition. In
case that the remaining equity interests cannot exercise common control or significant influence over investee, it
shall be accounted for under Business Accounting Principles No.22- Recognition and Measurement Principle of
Financial Instruments, and the difference between its fair value and carrying value as of the date then the Company
lost control shall be included in current period gains and losses.
(2) In consolidated financial statement, for those transactions occurred before lost of control in subsidiaries, the
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difference between disposal price and share of net assets of subsidiaries since purchase date or combination date
shall be used to adjust capital reserve (equity premium), and if capital reserve is insufficient to offset, then it shall
adjust retained earnings; when the Company lost control in a subsidiary, the remaining equity interests would be re-
measured at the fair value as of the control-lost date. The sum of consideration gained from the disposal of equity
and the fair value of remaining equity minus the share of net assets of original subsidiaries since the day of purchase
and based on its original shareholding ratio is credited into investment gain for the current period, and off-set the
goodwill at the same time. Other comprehensive income in relation to equity investments of original subsidiaries
should be transferred to investment gain for the period at the time of loss of control.
Each transaction involved in the disposal of equity investments of subsidiaries until loss of control falls into
a package deal, carrying accounting treatment on transaction of losing control rights and disposing the
company, and should be accounted for accordingly in differentiation with individual financial statements and
consolidated financial statements:
(1) In consolidated financial statements, difference between each payment from disposal of an equity and the book
value of such long-term equity investment before the loss of control should be recognized as other comprehensive
income and at the time of loss of control, transferred to profit or loss for the current period.
(2) In consolidated financial statements, difference between each payment from disposal of a subsidiary and the
share of its net assets through investment before the loss of control should be recognized as other comprehensive
income and at the time of loss of control, transferred to profit or loss for the current period.
5. Criteria for common control and significant influence
Where the Company jointly controls an arrangement with other participators under agreed terms, and decisions
which materially affect return of such arrangement can only exist when other participators unanimously agree on
the decisions, the Company is deemed to jointly control this arrangement with other participators, and the
arrangement belongs to joint venture arrangement.
In case of a joint venture arrangement concluded through separate entity, when the Company is judged to be entitled
to the net assets of the separate entity under relevant agreements, the entity shall be viewed as a joint venture under
equity method. However, when the Company is judged to be not entitled to the net assets of the separate entity under
relevant agreements, the entity shall be viewed as a joint operation, in which case, the Company recognizes items
relating to its share of interests from the joint operation and accounts for according to relevant business accounting
rules.
Significant influence refers to that investor has right to participate in making decisions relating to the financial and
operational policies of the investee, while not able to control or jointly control (with others) establishment of these
policies. The following one or more conditions are based to judge whether the Company has significant influence
over investee with consideration of all facts and situations: (1)has delegate in the board of directors or similar
authority organs of investee; (2)participate in establishing financial and operational policies of the investee; (3)occur
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material transactions with the investee; (4)delegate management to the investee; (5)provide key technical data to
the investee.
15. Investment real estate
Measurement
Measured by cost
Depreciation or amortization method
Investment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both,
including the rented land use rights and the land use rights which are held and prepared for transfer after appreciation,
the rented buildings. In addition, for the vacant buildings that the Company holds for operating leases, if the board
of directors makes written decisions and explicitly indicates to use for operating leases and the purpose of
management is not to change in the short term, they are also reported as an investment real estate.
The investment property of the Company is accounted at its cost. Cost of investment property purchased from the
external sources includes purchase payment, related taxes and other expenditures which can be directly attributable
to such assets; Cost of investment property constructed by the Company comprise of the necessary expenditure
occurred during the construction for reaching the condition of planned use.
The Company adopts cost method for subsequent measurement of investment real estate. Depreciation or
amortization of the buildings and land use rights according to their expected service life and net salvage value.
Expected service life for the investment real estate, an rate of the net salvage value and annual amortization
(depreciation) are as:
Category Expected service life Expected net salvage Annual amortization
(year) value (depreciation) rate
Houses and buildings 10-40 5% 2.37%-9.50%
When use of investment real estate changes to be used by the company itself, the company shall transfer the
investment real estate to fixed assets or intangible assets since the change date. When use of the self-use real estate
changes for earning rental or capital appreciation, the company shall transfer the fixed assets or intangible assets to
investment property since the change date. For such transfer, the carrying value prior to the transfer is deemed to be
the value accounted after the transfer.
The company would de-realize investment real estate when the same is disposed or out of use forever and no
economic benefit would be obtained from such disposal. The disposal income from sale, transfer, dump or destroy
of investment real estate less its carrying value and related taxes is recorded in current gains and losses.
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16. Fixed asset
(1) Recognition
1. Recognition of fixed assets
Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing
services, lease or for operation & management, and have more than one year of service life. Fixed assets should be
recognized for qualified the followed conditions at the same time:
(1) It is probable that the economic benefits associated with the assets will flow into the Company;
(2) The cost of the assets can be measured reliably.
2. Initial measurement of fixed assets
Fixed assets of the Company are measured initially by cost.
(1) The cost of outsourcing fixed assets includes the buying price, import tariff and other related taxes and fees, as
well as other expenses occurred before making the fixed assets reach the intended serviceable condition and can
be directly attributable to the assets.
(2) The cost of self-constructed fixed assets consists of the necessary expenses occurred before reaching the
intended serviceable condition by the construction of the assets.
(3) The fixed assets invested by the investors take the value stipulated by investment contract or agreement as the
entry value, but it should take the fair value as the entry value when the value stipulated by investment contract or
agreement is not fair.
(4) When the cost of purchasing fixed assets has a delay in payment exceeding the normal credit terms and
substantially possesses financing, the cost of fixed assets is determined on the basis of the present value of the
purchasing price. The balance between the actual paid cost and the present value of purchasing price is reckoned
in the current profits and losses in the credit period, except for the capitalization.
(2) Depreciation methods
Yearly depreciation
Category Method Years of depreciation Scrap value rate
rate
Straight-line
Production buildings 20-35 5 2.71-4.75
depreciation
Non-production Straight-line
20-40 5 2.38-4.75
buildings depreciation
Temporary
Straight-line
dormitory,simple 5-15 5 6.33-19
depreciation
room etc.
Straight-line
Gas storage bin 20 5 4.75
depreciation
Straight-line
Silo 50 5 1.9
depreciation
Wharf and supporting Straight-line
50 5 1.9
facilities depreciation
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Other machinery Straight-line
10-20 5 4.75-9.5
equipment depreciation
Warehouse
Straight-line
transmission 20 5 4.75
depreciation
equipment
Straight-line
Electronic equipment 2-5 5 19-47.5
depreciation
Straight-line
Transport equipment 3-10 5 9.5-31.67
depreciation
Straight-line
Other equipment 3-10 5 9.5-31.67
depreciation
(3) Recognition, measurement and depreciation of fixed assets held under finance lease
A fixed asset leased by the Company is recognized as the fixed asset held under finance lease if one or more of the
following criteria are met:
(1) Upon the expiry of the lease term, the ownership is transferred to the Company.
(2) The Company has the option to purchase the asset at a predetermined price that is expected to be sufficiently
lower than the fair value at the date the option becomes exercisable and it is reasonably ascertained at the inception
of lease that the option will be exercised.
(3) The lease term approximates the useful life of the relevant asset even if the ownership is not transferred.
(4) At the inception of the lease, the present value of the minimum lease payments is substantially equivalent to the
fair value of the leased asset.
(5) The leased assets are of such a specialized nature that only the Company can use them without major
modification.
A fixed asset held under finance lease is initially recognized at the lower of fair value of the leased asset and the
present value of the minimum lease payments, while the amount of the minimum lease payments will be recognized
as the entry value of long-term account payable, the difference between them will be recognized as unrecognized
financing costs. The initial direct costs such as commissions, attorney’s fees, and travelling expenses, stamp duties
attributable to the leased item incurred during the process of lease negotiating and signing the leasing agreement
shall be recorded in the asset value. Unrealized finance costs will be amortized using actual interest rate method
over each period during the lease terms.
The Company adopts depreciation policies for leased assets consistent with those of self-owned fixed assets for the
purpose of calculating the depreciation of a leased asset. If it is reasonable to be certain that the lessee will obtain
the ownership of the leased asset when the lease term expires, the leased asset shall be fully depreciated over its
useful life. If it is not reasonable to be certain that the lessee will obtain the ownership of the leased asset at the
expiry of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or its useful
life.
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17. Construction in progress
Does the Company need to comply with disclosure requirements of the special industry?
No
1. Initial measurement of constructions under progress
Self-constructed constructions under progress of the Company are carried at actual costs. Actual costs include the
necessary expenses for constructing such asset to the expected useable condition, including material costs for project,
labor cost, related taxes and fees paid, borrowing expenses to be capitalized and indirect costs to be amortized.
2. Standard and point of time for Construction in progress carrying forward to fixed assets
Fixed asset is booked with the entire expenditures occurred in the Construction in progress till it arrives at
predicted state for use. For those constructions in process of fixed assets which have already arrived at the
predicted state for use, while still with absence of completion settlement, they shall be carried forward to
fixed assets at the estimated value based on engineering budget, construction cost or actual cost commencing
from the date of arrival of the predicted state for use. Meanwhile, they shall be also subject to the depreciation
policies applicable to fixed assets of the Company for provision of depreciation. Once completion settlement
is made, the original temporary estimated value shall be adjusted at the effective cost. However, the original
provision of depreciation remains unchanged.
18. Borrowing expenses
1. Recognition of the borrowing expenses capitalization
Borrowing expenses that attributed for purchasing or construction of assets that are complying start to be
capitalized and counted as relevant assts cost; other borrowing expenses, reckoned into current gains and
losses after expenses recognized while occurred.
Assets satisfying the conditions of capitalization are those assets of fixed, investment real estate etc. which need a
long period of time to purchase, construct, or manufacturing before becoming usable.
Capitalizing for borrowing expenses by satisfying the followed at same time:
(1) Assets expense occurred, and paid as expenses in way of cash, non-cash assets transfer or debt with
interest taken for purchasing, constructing or manufacturing assets that complying with capitalizing
condition;
(2) Borrowing expenses have occurred;
(3) Necessary activities occurred for reaching predicted usable statues or sale-able status for assets purchased,
constructed or manufactured.
2. Period of capitalization
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Capitalizing period was from the time star capitalizing until the time of suspended capitalization. The period
for borrowing expensed suspended excluded in the period.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization
reached its predicted usable status or sale-able status, capitalization suspended for borrowing expenses.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization
completed projects and usable independently for part of the projects, borrowing expenses for this kind of
assts shall suspended capitalization.
If the assets have been completed in every part, but can be reached the useful status or sale-able status while
completed entirely, the borrowing expense shall be suspended for capitalization while the assets completely
finished in whole.
3. Period of suspended
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization is
suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended; the suspended
assets that satisfying the conditions of capitalization meets the necessary procedure of reaching predicted usable
status or sellable status, capitalizing of borrowing expenses shall be resumed. The borrowing expenses occurred
during the period of suspended shall reckon into current gains and losses until the purchasing, construction, or
manufacturing process is resumed for capitalizing.
4. Calculation for capitalization amount
Interest expenses practically occurred at the current term of a special borrowing are capitalized after
deducting of the bank saving interest of unused borrowed fund or provisional investment gains.
Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of
accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common borrowings
adopted. Capitalization rates are decided by the weighted average of common borrowings.
For those expenses with discount or premium, determined the amortizable discount or premium in every fiscal year
by effective interest method, than adjusted interest amount in every period.
19. Biological assets
Classification of biological assets
Biological assets of the Company refer to the productive biological assets. Productive biological assets included
tea tree.
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Biological assets are recognized when the following three conditions are fully satisfied:
(1) An enterprise owns or controls such biological assets due to the past transactions or events；
(2) It may result in the inflow of economic benefits or service potential in relation to such biological assets;
(3) Cost of such biological assets can be reliably measured.
Initial recognition of Biological assets
The biological assets will initially measured by cost while obtained. The cost of biological asset used for production
purchased from the outside includes the purchase price, related taxes, transportation expense, insurance premium
and other charges directly attributable to the purchase of such asset. Biological asset used for production input by
investors is stated at its entry value which is calculated based on the value as stipulated in the investment contract
or agreement plus the related taxes payable. Where value stipulated in the contract or agreement is not fair, the
actual cost is fixed at fair value.
Subsequent measurement of biological assets
(1) Follow-up expenses
The cost of productive biological assets constituted by the actual costs of self-cultivated and constructed productive
biological assets occurred before achieving the intended production and operation goals, and the follow-up expenses
such as management and protection occurred after achieving the intended production goals are included in the
current profits and losses.
(2) Depreciation of productive biological assets
Biological assets of the Company refer to the tea plants. For those productive biological assts that reached its
predicted productive purpose, withdrawal depreciation by average age method. The service life was determined by
the residual terms of the residual term of land use after deducting the un-maturity period (5-year) of the tea plants
with 5 percent salvage value calculated. Reviewing the service life, predicted salvage vale and depreciation method
at year-end, if there have difference between the predicted number and original estimated number or have major
changes on way of profit earning, than adjusted the service life or predicted salvage value or depreciation method
as account estimation variation.
(3) Disposal of biological assets:
The cost of biological assets after the shift of use is stated at the carrying amount at the time of shift of use. When
sold, destroyed and inventory losses occurred, the disposal income of biological assets net of carrying amount and
related taxes shall be charged to profit or loss for the current period.
Biological assets impairment
The Company inspects the productive biological assets at least at the end of each year, conclusive evidence indicates
that if the recoverable amount of productive biological assets are less than the book value due to natural disasters,
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insect pests, animal diseases or changes in market demand, the Company make the provision for impairment of
biological assets and include them in the current profits and losses according to the balance between the recoverable
amount and the book value.
The balance lower than the book value shall be calculated and accrued to falling price reserves or provision for
impairment of biological assets and included in the current profits and losses. Once the provision for impairment of
productive biological assets is made, it cannot be reversed.
20. Oil and gas assets
21. Intangible assets
(1) Measurement, use of life and impairment testing
An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled by the
Company, including land use right, technical know-how, forest tree use right, trademark use right, software use
right and shop management right etc.
1. Measurement of intangible assets
For those intangible assets purchased from outside, the purchase value, relevant taxes and other payments
attributable to predicted purpose obtained should recognized as cost for this assts. For those purchased amount that
paid overdue exceeded the normal credit condition, owns financing natures actually, the cost should be recognized
based on the current value while purchased.
As for the intangible assets acquired from the debtor in debt restructuring for the purpose of settlement of debt, the
fair value of the intangible assets shall be based to determine the accounting value. The difference between the
carrying value of restructured debt and the fair value of the intangible assets use for settlement of debt shall be
recorded in current gains and losses.
With the preceding conditions that non-monetary assets exchange has commerce nature and the fair value of the
assets exchanged in or out can be measured reliably, the intangible assets exchanged in through non-monetary assets
exchange are accounted at the value based on the fair value of assets exchanged out, unless there is obvious evidence
showing the fair value of assets exchanged in is more reliable; for non-monetary assets exchange not qualifying for
the preceding conditions, the carrying value of assets exchanged out and related taxes payable shall be viewed as
the cost of intangible assets exchanged in, without recognition of gains and losses.
Intangible assets obtained by means of enterprise combined under common control, recognized book-keeping value
by the book value of combined party; Intangible assets obtained by means of enterprise combined under different
control, recognized book-keeping value by the its fair value.
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For those cost of intangible assets development internally including: the used materials, labor cost and
register charge for development; amortization for other patent and concession used and interest expense
satisfying the capitalization condition during process of development; other directly expense before reached
its predated useful purpose.
2. Subsequent measurement
Analysis and determined the service life for intangible assets while obtained. And classified into intangible assets
with limited useful life and assets without certain service life.
(1)Intangible assets with limited useful life
Those intangible assets with limited useful life are evenly amortized on straight basis from the date when
they become usable to the end of expected useful life. Particular about the estimation on intangible assets
with limited service life:
Item Predicted useful life Basis
Land use right Amortized the actual rest of life after
Certificate of land use right
certificate of land use right obtained
Proprietary technology 20-year Actual situation of the Company
Trademark use right 10-year Actual situation of the Company
software use right 5-8 years Protocol agreement
forest tree use right Service life arranged Protocol agreement
Shop management right Service life arranged Protocol agreement
At end of report term, revising will be performed on the useful life of intangible assets with limited useful life and
the methods of amortizing; if there is a differences been found with the original estimated number, corresponding
adjustment shall prevail.
Being revised, the useful life of intangible assets and amortization method at period-end shows the same as previous
(2) Intangible assets with uncertain service life
Intangible assets for which it is impossible to predict the term during which the assets can bring in economic
benefits are viewed as intangible assets with indefinite life.
Intangible assets with indefinite life are not amortized during the holding period, and useful life is re-
reviewed at the end of each accounting period. In case that it is still determined as indefinite after such re-
review, then impairment test will be conducted continuously in every accounting period.
The Company has no such intangible assets with uncertain service life after review.
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(2) Internal accounting policies relating to research and development expenditures
1. Detail standard for classification on research stage and exploitation stage
Research stage: stage of the investigation and research activities exercising innovative-ness for new science or
technology knowledge obtained and understanding.
Exploitation stage: stage of the activities that produced new or material advance materials, devices and products
that by research results or other knowledge adoption in certain plan or design before the commercial production or
usage.
The expenditure of the research stage in R&D project internally shall reckon into current gains and losses while
occurred.
2. Standards for capitalization satisfaction of expenditure in exploitation state
Intangible assets recognized for expenditure in exploitation stage by satisfying the followed at same time:
(1) Owes feasibility in technology and completed the intangible assets for useful or for sale;
(2) Owes the intention for completed the intangible assets and for sale purpose;
(3) Way of profit generated including: show evidence that the products generated from the intangible assets owes a
market or owes a market for itself; if the intangible assets will use internally, than show evidence of useful-ness;
(4) Possess sufficient technique, financial resources and other resources for the development of kind of intangible
assets and has the ability for used or for sale;
(5) The expenditure attributable to the exploitation stage for intangible assets could be measured reliably.
Expenditure happened in development phase not satisfying the above conditions is included in current period
gains and losses when occurs. Development expenditure previously included in gains and losses in previous
periods will not be re-recognized as assets in later periods. Capitalized development expenditure is stated in
balance sheet as development expenditure, and is transferred to intangible assets when the project is ready
for planned use.
22. Impairment of long term assets
Long term asset is judged whether for which there is indication of impairment on balance sheet date. If there is
indication of impairment, the Company would estimate its recoverable amount based on single asset; if it is difficult
to estimate the recoverable amount of single asset, then the assets group which the single asset belongs to is based
to determine the recoverable amount of the assets group.
Recoverable amount of an asset is determined at the higher of its fair value less disposal fee and present value of its
predicted future cash flow.
If measurement of recoverable amount shows that the recoverable amount of long term asset is lower than carrying
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value, and then the carrying value shall be deducted to recoverable amount, with the deducted amount recognized
as impairment loss which is included in current period gains and losses, meanwhile, asset impairment provision
shall be made accordingly. Once recognized, asset impairment loss would not be reversed in future accounting
period.
Once an asset is recognized for impairment loss, its depreciation or amortization expense would be adjusted in
future periods, so as to systematically allocate the adjusted asset carrying value (after deduction of predicted net
residual value) during the remaining useful life.
Goodwill arising from business combination and intangible assets with indefinite useful life shall be tested annually
for impairment whether or not there is indication of impairment.
When goodwill impairment testing comes, book value of goodwill is allocated to asset group or combination benefit
from the synergies of the business combination. When conducting impairment test for relevant asset group with
inclusion of goodwill, in case that there is indication of impairment for such asset group, impairment test would be
firstly conducted in respect of the asset groups without inclusion of goodwill. Then, it shall calculate the recoverable
amount and determine the corresponding impairment loss as compared to its carrying value. Second, asset group
with inclusion of goodwill would be tested for impairment. If it is found after comparison between the carrying
value and recoverable amount of the asset group that the recoverable amount is less than carrying value, the
Company would recognize impairment loss for goodwill.
23. Long term prepaid expense
Long term prepaid expense represents the expense which the Company has occurred and shall be amortized in the
current and later periods with amortization period exceeding one year. Long term prepaid expense is amortized
during the beneficial period under straight line method.
24. Staff remuneration
(1) Short term remuneration
Employee remuneration refers to the various forms of remuneration or compensation given by the Company to
obtain the services provided by the employees or to terminate the labor relations. Employee remuneration includes
short-term remuneration, after-service benefits, dismissal benefits and other long-term employee benefits.
Short term remuneration refers to all the staff remuneration payable by the Company to its staff within 12 months
after the end of annual reporting period in which staff provides relevant services, other than post office benefit and
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dismissal benefits. The Company recognizes short term remuneration payables as liabilities during the accounting
period during which staff provides services, and includes in cost and expense of relevant asset according to the
beneficial parties of such services.
(2) Post office benefits
Post office benefits refer to kinds of remuneration or benefits granted by the Company to staff for their provision of
service upon retirement or release of employment, other than short term remuneration and dismissal benefits.
Post benefit plan is categorized as defined withdraw plan.
Defined withdraw plan under post office benefit mainly represents participation into social basic pension insurance
and unemployment insurance operated by labor and social security authorities. In addition to social basic pension
insurance and unemployment insurance, employees who meet the requirements of the Enterprise Annuity Scheme
of Shenzhen Cereal Group Co., Ltd. can apply to participate in the annuity plan established by the company. During
the accounting period when employee provides services for the Company, the contribution calculated under defined
withdraw plan would be recognized as liabilities and included in current gains and losses or relevant asset cost.
Other than periodic payment of the aforesaid amounts in compliance with national standards, the Company is not
obliged to make other payment.
(3) Dismissal benefit
Dismissal benefit represents compensation paid to employees for release of employment before expiration or as
compensation for their willing of cut, Liabilities arising from dismiss benefit shall be included in current profit and
loss when the company cannot unilaterally withdraw from the termination plan or take redundancy offer and when
reorganize the payment of termination benefits related to the cost.
The Company provides early retirement benefits to employees who accept early retirement arrangements. Early
retirement benefits refer to the wages paid to employees who have not reached the retirement age specified by the
state but voluntarily quit from the operating posts after approved by the management of the Company, and the social
insurance premiums paid for them. The Company pays early retirement benefits to early retired employees from the
date of the early retirement arrangement until the employees reaches the normal retirement age. For the early
retirement benefits, the Company will perform accounting treatment in accordance with the termination benefits,
and will recognize the wages to be paid to the early retired employees and the social insurance premiums to be paid
during the period from the date ceasing service to the normal retirement date as liabilities and include in the current
profit and loss in one lump sum. Changes in actuarial assumptions of early retirement benefits and the difference
caused by adjustment of welfare standards are included in profit or loss when incur.
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(4) Other long term staff benefits
Other long term staff benefits refers to all the other staff benefits except for short term remuneration, post office
benefit and dismissal benefit.
For other long term staff benefits satisfying conditions under defined withdraw plan, the contribution payables shall
be recognized as liabilities and included in current gains and losses or relevant asset cost during the accounting
period in which the staff provides services to the Company.
25. Accrual liability
1. Recognition standards for accrual liability
Responsibilities connected to contingent issues and satisfied all of the following conditions are recognized as accrual
liabilities:
The responsibility is a current responsibility undertaken by the Company;
Fulfilling of the responsibility may lead to financial benefit outflow;
The responsibility can be measured reliably for its value.
2. Measurement
Accrual liabilities shall conduct initial measurement by best estimation of expenditures needed by fulfillment of
current responsibilities.
While determined the best estimation, take the risks, uncertainty and periodic value of currency that connected to
the contingent issues into consideration. For major influence from periodic value of currency, determined best
estimation after discount on future relevant cash out-flow.
Treatment for best estimation:
If the expenditure has a continuous range, and with similar possibility within the range, the best estimation should
determined by the middle value within the range, that is the average amount between the up and low limit.
If the expenditure has no continuous range, or has a continuous range but with different possibility within the range,
the possibility amount shall determined as the best estimation while single events involved by contingency; if many
events were involved by contingency, the best estimation shall be determined by various results and relevant
probability.
If the expenses for clearing of predictive liability is fully or partially compensated by a third party, and the
compensated amount can be definitely received, it is recognized separated as asset. Though the compensated amount
shall not greater than the book value of the predictive liability
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26. Share-based payment
27. Other financial instrument of preferred stocks and perpetual bond
28. Revenue
Does the Company need to comply with disclosure requirements of the special industry?
No
1. Sales of goods
When main risks and rewards attached to the ownership of goods have been transferred to the buyer, reserved neither
continuous management power nor effective control over the goods, incoming payment can be measured reliably,
relative financial benefit possibly inflow to the company, cost occurred or will occur can be reliably measured, sales
income of goods is recognized.
The product sales of the Company include domestic sales and export sales, the sales revenue of domestic sales is
recognized after the goods is delivered and conforms to the relevant causes of the contract; the sales revenue of
export sales is recognized after the goods is sent out and declared, and conforms to the relevant causes of the contract.
2. Provide labor services
If the results of the labor service transaction on the balance sheet date can be reliably estimated, the labor service
income will be recognized by the percentage of completion method. The completion schedule of the labor service
transaction is determined based on the measurement of the completed work.
The results of the labor service transaction can be reliably estimated, which means it can meet the following
conditions:
(1) The amount of income can be reliably measured;
(2) The relevant economic benefits are likely to flow into the enterprise;
(3) The completion schedule of the transaction can be reliably determined;
(4) The costs incurred and to be incurred in the transaction can be reliably measured.
The total amount of labor service income is determined by the received or receivable contract or agreement price,
except that the contract or agreement price received or receivable is not fair. On the balance sheet date, the current
labor service income is determined by the amount that the total labor service income multiplies by the completion
schedule and deducts the accumulated labor income from the previous accounting period. At the same time, the
current labor cost is carried forward by the amount that the total labor service cost multiplies by the completion
schedule and deducts the accumulated labor cost from the previous accounting period.
If the results of the labor service transaction on the balance sheet date cannot be reliably estimated, they shall be
disposed as follows:
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(1) If the labor costs incurred is estimated to be compensated, the labor service income shall be determined according
to the amount of labor costs incurred, and the labor costs shall be carried forward at the same amount.
(2) If the labor costs incurred is estimated not to be compensated, the labor costs incurred shall be included in the
current profit and loss, and the labor service income shall not be recognized.
When the contract or agreement signed by the Company with other enterprises includes the sale of goods and the
rendering of labor services, if the parts of the sales of goods and the parts of the rendering of labor service can be
distinguished and can be separately measured, treat the part of the sales of goods as the sales of goods, and treat the
part of the rendering of labor services as rendering of labor services. If the parts of the sales of goods and the parts
of the rendering of labor service cannot be distinguished, or can be distinguished but cannot be separately measured,
treat the part of the sales of goods and the parts of the rendering of labor service both as the sales of goods.
Recognize revenue for the grain and oil dynamic storage and rotation services provided by the Company for the
Shenzhen Municipal Government when the relevant labor service activities occur. Specifically, monthly calculate
and recognize the government service income based on the actual storage grain and oil quantity and the storage
price stipulated by “Operational Procedures for Government Grain Storage All-in Cost of Shenzhen” and
“Operational Procedures for Edible Vegetable Oil Government Reserve All-in Cost of Shenzhen”.
3. Recognition of the right to use the transferred assets
Financial benefit attached to the contract is possibly inflow to the company; Overall income of the contract can be
measured reliably. Determined the use right income for transaction assets respectively as followed:
(1) Amount of interest income: determined by the time and effective interest rate of the currency capital used by
other people.
(2) Amount of income from use: determined by the charge time and calculation method agreed in the relevant
contract or agreement.
(3) For the income from real estate, dock warehouse and other property leasing and terminal docking business,
calculate and determine the rental income and warehousing logistics income according to the chargeable time and
method as stipulated in the contract or agreement.
29. Government Grants
1. Types
Governments grants of the Company refer to the monetary and non-monetary assets obtained from government for
free, and are divided into those related to assets and others related to revenues.
Government grants related to assets refer to those obtained by the Company and used for purchase or construction
of or otherwise to form long-term assets. Government subsidies related to revenue refer to those other than
government subsidies related to assets.
2. Recognition of government grants
At end of the period, if there is evidence show that the Company qualified relevant condition of fiscal supporting
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polices and such supporting funds are predicted to obtained, than recognized the amount receivable as government
grants. After that, government grants shall recognize while actually received.
Government grants in the form of monetary assets are stated at the amount received or receivable.
Government grants in the form of non-monetary assets are measured at fair value; if fair value cannot be
obtained, a nominal amount (one yuan) is used. Government grants measured at nominal amount is
recognized immediately in profit or loss for the current period.
3. Accounting treatment
Based on the nature of economic business, the Company determines whether a certain type of government subsidy
business should be accounted for by using the total amount method or the net amount method. In general, the
Company only chooses one method for similar or similar government subsidy services, and this method is
consistently applied to the business.
Item Calculation content
Based on gross method All business of government grants
Government grants in relation to purchase of long-term assets such as fixed assets or intangible assets shall be
recognized as deferred income. And reckoned into gains/losses by installment with reasonable and systematic
approach according to the useful life of such asserts that purchased or constructed
As for the government grants with income concerned, which has compensated relevant expenses and losses occurred
in later period, than recognized as deferred income, and reckoned into current gains/losses during the period while
relevant expenses or losses determined; for those government grants which has compensated relevant expenses and
losses that occurred, reckoned into current gains/losses while acquired.
Government grants relevant to daily activities of enterprises are included in other income; government grants
irrelevant to daily activities of enterprises are included in non-operating income and expenditure.
The government grants relevant to discounted interest on policy concessional loans is used to offset the relevant
borrowing costs; the fair value of borrowings is used as the entry value of borrowings and the borrowing costs are
calculated according to the actual interest rate method, the balance between the actual amount received and the fair
value of borrowings is recognized as deferred income. Deferred income is amortized to offset the related borrowing
costs by adopting the actual interest rate method in duration of borrowings.
When a recognized government grant needs to be returned, adjust the book value of assets if it is used to offset the
book value of underlying assets at initial recognition; if there is a related deferred income balance, offset the book
balance of relevant deferred income, and include the excess in current profit or loss; if there is no related deferred
income, and directly include in the current profit or loss.
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30. Deferred income tax assets and deferred income tax liabilities
Deferred income tax assets and liabilities are measured and recognized based on the difference (temporary
difference) between the taxation bases of the assets and liabilities and their carrying value. As of the balance sheet
date, deferred income tax assets and liabilities are measured at the tax rate applicable during the period in which the
assets are recovered or liabilities are settled.
1. Reference for recognition of deferred income tax assets
Deferred income tax asset arising from deductible temporary difference is recognized to the extent of
assessable income which is likely to acquire to offset deductible temporary difference and for which
deductible losses and tax credit for subsequent years can be carried forward. However, deferred income tax
assets arising from initial measurement of assets or liabilities in transactions with the following
characteristics would not be recognized: (1) the transaction is not business combination; (2)occurrence of
the transaction would neither affect accounting profit nor affect assessable income or deductible loss.
For deductible temporary difference relating to investment in associates, the Company would recognize
deferred income tax assets accordingly if the following conditions are met: temporary difference is likely to
be reversed in foreseeable future and it is likely to acquire assessable income against which deductible
temporary difference is utilized.
2. Basis for determination of deferred income tax liabilities
Assessable temporary difference which should be paid while not paid yet for the current and previous periods
is recognized as deferred income tax liabilities, excluding:
(1) Temporary difference arising from initial measurement of goodwill;
(2) Transaction or issue arising from non business combination, and its occurrence would neither affect
accounting profit, nor affect temporary difference arising from assessable income (or deductible loss);
(3) For assessable temporary difference relating to investments in subsidiary or associate, timing for reversal
of the temporary difference can be controlled and it is likely that the difference would not be reversed in
foreseeable future.
3. Deferred tax assets and liabilities are offset if all the following conditions are met.
(1) An enterprise has the legal rights to settle the income tax assets and income tax liabilities for the current period
by net amount;
(2) They relate to income taxes levied by the same tax authority on either the taxable entity has a legally enforceable
right or set off current income tax assets against current income tax liabilities, and different taxable entities which
either intend to settle the current income tax liabilities and assets on a net basis, or to realize the assets and settle
the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets
are expected to be settled or recovered.
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31. Lease
(1) Accounting for operating lease
If the lease terms substantially transfer all risks and rewards related to the ownership of leased asset to the lessee,
the lease is a finance lease and the other leases are operating leases.
Accounting for operating lease
(1) Assets lease-in by Operating:
The rental fee paid for renting the properties by the company are amortized by the straight-line method and reckoned
in the current expenses throughout the lease term without deducting rent-free period. The initial direct costs related
to the lease transactions paid by the company are reckoned in the current expenses.
When the lessor undertakes the expenses related to the lease that should be undertaken by the company, the company
shall deduct the expenses from the total rental costs, share by the deducted rental costs during the lease term, and
reckon in the current expenses.
(2) Operating leased assets:
Rental obtained from assets leasing, during the whole leasing period without rent-free period excluded, shall be
amortized by straight-line method and recognized as leasing revenue. The initial direct costs paid with leasing
transaction concerned are reckoned into current expenditure; the amount is larger is capitalized when incurred, and
accounted for as profit or loss for the current period on the same basis as recognition of rental income over the entire
lease period.
When the company undertakes the expenses related to the lease that should be undertaken by the lessor, the company
shall deduct the expenses from the total rental income, and distribute by the deducted rental costs during the lease
term.
(2) Accounting for financing lease
Accounting for financing lease
(1) Assets lease-in by financing: On the beginning date of the lease, the entry value of leased asset shall be at the
lower of the fair value of the leased asset and the present value of minimum lease payment at the beginning date of
the lease. Minimum lease payment shall be the entry value of long-term accounts payable, with difference
recognized as unrecognized financing expenses.
The basis, valuation and depreciation method of financing lease assets see Note IV-(XVI) Fixed Assets.
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Unrecognized financing expenses shall be reckoned in financial expenses and amortized and using effective interest
method during the leasing period.
(2) Finance leased assets: on the lease commencement date, the company affirms the balance among the finance
lease receivables, the sum of unguaranteed residual value and its present value as the unrealized financing income,
and recognizes it as the rental income during the period of receiving the rent. For the initial direct costs related to
the rental transaction, the company reckons in the initial measurement of the finance lease receivables, and reduces
the amount of income confirmed in the lease term.
32. Other important accounting policy and estimation
Production Safety Fee
The production safety fees drawn by the company in accordance with the provisions of the State shall be included in the cost of related
products or current profits and losses, and also in the subject of "special reserve". If the use of the extracted safety production costs
time and belongs to expenditure, the special reserve shall be directly reduced. If a fixed asset is formed, the expenditure incurred by
the project under construction shall be collected and recognized as a fixed asset when the safety project is completed to its intended
usable state; meanwhile, the special reserve shall be deducted according to the cost of forming the fixed asset, and the accumulated
depreciation of the same amount shall be confirmed. The fixed assets are no longer depreciated in the later period.
33. Changes of important accounting policy and estimation
(1) Changes of major accounting policies
□Applicable √Not applicable
(2) Changes of important accounting estimate
√Applicable □Not applicable
The time when changes in Note
Content & reasons Approval procedure accounting estimate begin to
apply
Identification standards for
account receivable with
significant single amount,
classification of credit risk The change has deliberated on
portfolio and change of 24th session of 9th BOD and no
2018-12-29
percentage of provision for need to deliberated in
bad debts in age portfolio; shareholder general meeting
Depreciable life of investment
real estate and unification of
residual value rate ;
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Depreciable life of fixed
assets and unification of
residual value rate ;
Unification of amortization
period for intangible assets
Explanation:
The Company purchase 100 percent equity of Shenzhen Cereals Group Co., Ltd held by Fude Capital through issuing shares, SZCG
comes to wholly-owned subsidiary of the Company. Main business of the Company has increased grain and oil reserves, grain and oil
trading and processing etc. on the basis of the original tea and tea products business. In order to reflect the Company’s financial status
and operation results objectively, truthfully and fairly, the Company, according to the business scale and industry characteristics after
reorganization, and reference to relevant accounting estimates of comparable listed companies in the same industry, organizing and
change part of the original accounting estimate of the Company.
In line with the regulation of “Accounting Standards for Business Enterprise No. 28- Change of Accounting policy, accounting estimate
and errors correction”, the change in accounting estimates is treated by the future applicable method without retrospective adjustment
of the disclosed financial reports, and it will not affect the previous financial status and operation results. Main impact on the financial
statement for year of 2018 including: make changes and reduction of Account receivable to 6,514,050.72 yuan, and other receivable
as4,645,425.95 yuan; make changes and increase the assets impairment loss to 11,159,476.67 yuan.
34. Other
VI. Taxes
1. Type of tax and rate for main applicable tax
Taxes Basis Rate
Service income from goods sales and 16%( original was 17%), 10%(original
VAT
taxable sales was 11%) , 6%, 5%, 3%
Urban maintenance and construction tax Turnover tax payable 7%, 5%
Enterprise income tax Taxable income 25%, 15%, 0%
Educational surtax Turnover tax payable 5%
Rate of income tax for different taxpaying body:
Taxpaying body Rate of income tax
The Company 25%
Shenbao Huacheng 15%
Including:Shantou Branch of Shenbao Huacheng 25%
Wuyuan Ju Fang Yong 15%
Shenbao Sanjing 25%
Huizhou Shenbao Science & Technology 25%
Huizhou Shenbao Food 25%
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Shenbao Propertie 25%
Shenbao Industrial & Trading 25%
Hangzhou Ju Fang Yong 25%
Shenbao Technology Center 25%
Fuhaitang Ecological 25%
Chunshi Network 25%
Shenshenbao Investment 25%
Shenshenbao Tea Culture 25%
Yunnan Supply Chain 25%
Ju Fang Yong Trading 25%
Shenbao Rock Tea 25%
Pu’er Tea Trading Center 25%
Shenbao Tea-Shop 25%
Fuhaitang Catering 25%
SZCG 25%, tax exemption for some businesses
SZCG Real Estate Development 25%
Shenzhen Flour Tax free
SZCG Quality Inspection 25%
Hualian Grain & oil trading 25%
SZCG Cold-Chain Logistic 15%
SZCG Doximi 25%
Hainan Haitian 25%
Dongguan Logistics 25%
SZCG Big Kitchen 15%
SZCG Storage (Yingkou) 25%
SZCG Property 25%
Dongguan Food Industrial Park 25%
Dongguan Food Trade 25%
Dongguan Golden 25%
Shuangyashan SZCG Zhongxin 25%
Hongxinglong Nongken Industrial Park 25%
2. Tax preferential
1. VAT discounts and approval
216
深圳市深粮控股股份有限公司 2018 年年度报告全文
According to the “Notice of the Ministry of Finance and the State Administration of Taxation on the Issues
Concerning the VAT Collection and Exemption of Grain Enterprises (CSZ [1999] No. 198)” and “Shenzhen Tax
Service, State Taxation Administration and Shenzhen Finance Bureau SGSF (SCF [1999] No.428)”, confirming that
SZCG, the Company’s subsidiary, and its subsidiaries, are state-owned grain purchase and sale enterprises that
undertake grain collection and storage tasks for Shenzhen, the grain sold is subject to tax-free declaration by rule
and enjoys the exemption from VAT. In addition, according to the stipulation of the “Announcement of State
Administration of Taxation on Relevant Management Matters After Clarifying the Cancellation of the Approval of
Some VAT Preferential Policies” (SAT Announcement 2015 No. 38), the approval for exemption from VAT and the
involved tax review and approval procedures for the state-owned grain enterprises that undertake grain collection
and storage tasks, other grain enterprises that operate tax-free projects and enterprises that have edible vegetable oil
sales business for government reserves are cancelled and changed to record management. The taxpayer does not
change the content of the record materials during the period of tax exemption can be put on a one-time record. In
December 2013, SZCG obtained the notice of the VAT preferential record (SGSFJBM [2013] No.2956) from
Shenzhen Futian State Administration of Taxation. In the case of no change in policy, this limited filing period
started on January 1st, 2014.
The VAT input tax amount of the preferential item was separately accounted for, and the input VAT calculation
method cannot be changed within 36 months after the selection. As of December 31, 2018, the tax exemption policy
has been in effect since its filing in 2014, and the company’s VAT input tax has not changed since it was accounted
for separately in 2014, so the company continues to enjoy the tax preference.
2. Stamp duty, house property tax, and urban land use tax preferences
According to the stipulations of “Notice of the Ministry of Finance and the State Administration of Taxation on the
Relevant Tax Policies Concerning Some National Reserved Commodities (CS [2013] No. 59)”, the “Notice of the
Ministry of Finance and the State Administration of Taxation on the Relevant Tax Policies Concerning Some
National Reserved Commodities (CS [2016] No. 28)”, and “Notice of Shenzhen Financial Committee and Shenzhen
Local Taxation Bureau on Issuing the List of Shenzhen Reserve Commodity Management Companies and Reserve
Enterprises (SCF [2016] No. 26)”, confirming that the fund account book of SZCG, the Company’s subsidiary, and
its direct depots is exempt from stamp duty, confirming that the written purchase and sale contracts of SZCG in the
process of undertaking the commodity reserve business are exempt from stamp duty, and confirming that SZCG’s
house property and land used for the commodity reserve business are exempt from house property tax and urban
land use tax. The execution time limit for this tax preference policy is up to December 31, 2018.
3. Corporate income tax
(1) Shenbao Huacheng, a subsidiary of the Company, obtained the “High-tech Enterprise Certificate” (Certificate
number is GR201744203462) jointly issued by Shenzhen Science and Technology Innovation Committee, Shenzhen
Financial Bureau, Shenzhen Tax Service, State Taxation Administration and Shenzhen Local Taxation Bureau on
October 31, 2017, which is valid for three years. According to the relevant preferential policies of the state for high-
tech enterprises, the qualified high-tech enterprises shall pay the corporate income tax at a reduced income tax rate
of 15% within three years from the year of the determination, and Shenbao Huacheng enjoys the tax preferential
policy from 2017 to 2019.
217
深圳市深粮控股股份有限公司 2018 年年度报告全文
(2) The Company’s subsidiary, Wuyuan Jufangyong, obtained the “High-tech Enterprise Certificate” (Certificate
number is GR201836000703) jointly issued by the Science and Technology Department of Jiangxi Province, the
Finance Department of Jiangxi Province, and Jiangxi Provincial Tax Service, State Taxation Administration on
August 13, 2018, which is valid for three years. According to the relevant preferential policies of the state for high-
tech enterprises, the qualified high-tech enterprises shall pay the corporate income tax at a reduced income tax rate
of 15% within three years from the year of the determination, and Wuyuan Jufangyong enjoys the tax preferential
policy from 2018 to 2020.
(3) According to the “Notice on the Issues Concerning the Treatment of Corporate Income Taxes for Fiscal Funds
of Special Purposes of the Ministry of Finance and the State Administration of Taxation (CS [2009] No. 87), the
government service income obtained by SZCG, the Company’s subsidiary, and its subsidiaries from the
government’s grain reserve business is a special-purpose fiscal fund, which can be used as non-taxable income if
eligible and is deducted from the total income when calculating the taxable income. The expenses arising from the
above-mentioned non-taxable income for expenditure shall not be deducted when calculating the taxable income;
the calculated depreciation and amortization of the assets formed by non-taxable income for expenditure shall not
be deducted when calculating the taxable income.
(4) Shenzhen Flour, a subsidiary of the Company, is a flour primary processing enterprise, according to the
stipulations of the “Notice on Issuing the Scope (Trial) of Primary Processing of Agricultural Products Applicable
to the Corporate Income Tax Preferential Policy (CS [2008] No. 149)” and the “Supplementary Notice on the Scope
of Primary Processing of Agricultural Products Applicable to the Corporate Income Tax Preferential Policy of the
Ministry of Finance and the State Administration of Taxation” (CS [2011] No. 26), the wheat primary processing is
exempt from income tax.
(5) According to the Article one of the “Notice of the Ministry of Finance and the State Administration of Taxation
on the Corporate Income Tax Preferential Policies and Preferential Catalogue for Guangdong Hengqin New District,
Fujian Pingtan Comprehensive Experimental Zone, and Shenzhen Qianhai Shenzhen-Hong Kong Modern Service
Industry Cooperation Zone” (CS [2014] No.26), levy the corporate income tax at a reduced income tax rate of 15%
for the encouraged industrial enterprises located in Hengqin New District, Pingtan Comprehensive Experimental
Zone and Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone. The Company’s subsidiaries,
SZCG Cold Chain Logistics and SZCG Big Kitchen, are registered in Shenzhen Qianhai Cooperation Zone and
meet the preferential tax conditions, according to the relevant policies in the Cooperation Zone, their income tax
enjoys a tax preference of 15%, and this preferential tax policy shall be up to 2020.
3. Other
VII. Annotation to main items of consolidated financial statements
1. Monetary fund
RMB/CNY
218
深圳市深粮控股股份有限公司 2018 年年度报告全文
Item Ending balance Opening balance
Cash on hand 282,322.45 555,961.15
Cash in bank 631,190,032.12 543,565,898.62
Other monetary fund 165,985.11 318,879.68
Total 631,638,339.68 544,440,739.45
Other explanation
The Company did not has account pledge, freeze or has potential risks in collection ended as 31 December 2018
2. Financial assets measured by fair value and with the variation recorded into current gains/losses
RMB/CNY
Item Ending balance Opening balance
Tradable financial assets 1,124,927.96 1,599,668.20
Equity investment 1,124,927.96 1,599,668.20
Total 1,124,927.96 1,599,668.20
Other explanation
Ending balance refers to the 258,011 shares of A-stock under the name of “CBC-A”
3. Derivative financial assets
□Applicable √Not applicable
4. Note receivable and account receivable
RMB/CNY
Item Ending balance Opening balance
Note receivable 1,027,635.04 658,942.50
Account receivable 473,646,886.64 193,727,800.13
Total 474,674,521.68 194,386,742.63
(1) Note receivable
1)Classification of notes receivable
RMB/CNY
Item Ending balance Opening balance
Bank acceptance bill 1,027,635.04 658,942.50
Total 1,027,635.04 658,942.50
219
深圳市深粮控股股份有限公司 2018 年年度报告全文
2)Notes receivable already pledged by the Company at the end of the period
RMB/CNY
Item Amount pledge at period-end
3) Notes endorsement or discount and undue on balance sheet date
RMB/CNY
Item Amount derecognition at period-end Amount not derecognition at period-end
4)Notes transfer to account receivable due for failure implementation by drawer at period-end
RMB/CNY
Item Amount transfer to account receivable at period-end
Other explanation
(2) Account receivable
1)Classification of account receivable
RMB/CNY
Ending balance Opening balance
Bad debt
Book balance Book balance Bad debt provision
Category provision Book Book
Amoun Amoun Accrua value Amo Accrual value
Ratio Ratio Amount
t t l Ratio unt Ratio
Account receivable
with single
10,45
significant amount 10,455, 10,455, 100.00 10,455,
1.80% 5,627 2.95% 100.00%
and withdrawal 627.54 627.54 % 627.54
.54
bad debt provision
separately
Account receivable
withdrawal bad 479,05 471,89 196,6
82.60 7,165,9 55.42 2,946,2 193,727,
debt provision by 8,935.6 1.50% 2,956.1 74,00 1.50%
% 79.50 % 01.39 800.13
group of credit risk 8 8 1.52
characteristics
Account receivable
with single minor
147,7
amount but 90,465, 15.60 88,711, 98.06 1,753,9 41.64 147,764
64,75 100.00%
withdrawal bad 251.52 % 321.06 % 30.46 % ,754.39
4.39
debt provision for
single item
579,97 106,33 473,64 354,8
100.00 18.33 100.00 161,166 193,727,
Total 9,814.7 2,928.1 6,886.6 94,38 45.41%
% % % ,583.32 800.13
4 0 4 3.45
220
深圳市深粮控股股份有限公司 2018 年年度报告全文
Account receivable with single significant amount and withdrawal bad debt provision separately at period end:
√Applicable □Not applicable
RMB/CNY
Account receivable (by Ending balance
enterprise) Account receivable Bad debt provision Accrual Ratio Accrual causes
Guangzhou Jinhe Feed Slightestly possibly
10,455,627.54 10,455,627.54 100.00%
Co., Ltd taken back
Total 10,455,627.54 10,455,627.54 -- --
Account receivable provided for bad debt reserve under aging analysis method in the groups
√Applicable □Not applicable
RMB/CNY
Ending balance
Account age
Account receivable Bad debt provision Accrual Ratio
Subitem of within one year
Subtotal of within one year 435,983,012.92 4,342,575.39 1.00%
1-2 years 1,082,033.98 108,203.40 10.00%
2-3 years 311,445.72 93,433.72 30.00%
3-4 years 1,057,518.76 528,759.39 50.00%
4-5 years 277,613.73 138,806.87 50.00%
Over 5 years 2,442,750.91 1,954,200.73 80.00%
Total 441,154,376.02 7,165,979.50 1.62%
Explanation on combination determines:
In combination, withdrawal proportion of bad debt provision based on balance proportion for account receivable
□Applicable √Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods for account receivable
2) Bad debt provision accrual collected or switch back
Bad debt provision accrual was 7,919,578.77 Yuan; the amount collected or switches back amounting to 1,432,515.04 Yuan.
Important bad debt provision collected or switch back:
RMB/CNY
Enterprise Amount collected or switch back Collection way
3)Account receivable actual charge off in the Period
RMB/CNY
Item Amount charge off
Major charge-off for the major receivable:
RMB/CNY
221
深圳市深粮控股股份有限公司 2018 年年度报告全文
Resulted by
Nature of account Cause of charge- Charge-off
Enterprise Amount charge off related transaction
receivable off procedures
(Y/N)
Charge-off for account receivable:
4)Top 5 receivables at ending balance by arrears party
Enterprise Ending balance Proportion in total Bad debt provision accrual
receivables at ending
balance(%)
Customer 1 81,183,967.20 14.00 811,839.67
Customer 2 43,481,868.90 7.50 434,818.69
Customer 3 41,762,119.25 7.20 417,621.19
Customer 4 16,163,634.14 2.79 161,636.34
Customer 5 15,745,925.73 2.71 157,459.26
Total 198,337,515.22 34.20 1,983,375.15
5)Account receivable derecognition due to financial assets transfer
6)Assets and liabilities resulted by account receivable transfer and continues involvement
Other explanation
The balance of accounts receivable at the end of this period increased by 225,085,431.29 yuan (63.42%) compared with that at the
beginning of the period, mainly due to the relaxation of customer credit policy in the reporting period of Hualian Grain and Oil
Trade, a subsidiary of the company.
Bad debt provision accrual of 7,919,578.77 yuan in the period; switch back for bad debt provision of 1,432,515.04 yuan, bad debt
provision of 61,320,718.95 yuan charge off in the period
According to the “Agreement on the Issuance of Shares to Purchase Assets” signed by the Company and Fude Capital in March
2018, the “General Agreement on Major Asset Restructuring of State-owned Assets and Related Equity of Shenzhen Cereals Group
Co., Ltd.” and the “Agreement on Free Transfer of State-owned Assets of Zhanjiang Haitian Aquatic Feed Co., Ltd.” signed by
SZCG, the Company’s subsidiary, and Fude Capital in June 2018, in the current period, the Company transferred the stock equity of
Zhanjiang Haitian Aquatic Feed Co., Ltd. to Fude Capital free of charge, the corresponding account of Zhanjiang Haitian Aquatic
Feed Co., Ltd. has fully accrued the bad debts provision for receivables and the provision for bad debts was stripped off at the same
time, so the corresponding bad debt provision for accounts receivable of RMB 61,253,852.37 on the stripping date of its assets was
written off.
5. Account paid in advance
(1) Account age of account paid in advance
RMB/CNY
Ending balance Opening balance
Account age
Amount Ratio Amount Ratio
222
深圳市深粮控股股份有限公司 2018 年年度报告全文
Within one year 83,282,051.24 99.50% 44,409,114.54 98.63%
1-2 years 70,556.78 0.09% 128,246.97 0.28%
2-3 years 7,670.34 0.01% 369,435.97 0.82%
Over 3 years 336,591.71 0.40% 120,738.30 0.27%
Total 83,696,870.07 -- 45,027,535.78 --
Reasons for significant repayment with over one year age without settle:
(2) Top 5 accounts paid in advance at closing balance collected by objects
Enterprise Ending amount Ratio in total Time Unsettled reasons
account paid
in
advance(%)
Supplier 1 46,447,200.02 55.49 Within one year The contract is being
carried out
Supplier 2 14,134,554.06 16.89 Within one year The contract is being
carried out
Supplier 3 9,558,800.00 11.42 Within one year The contract is being
carried out
Supplier 4 3,351,363.64 4.00 Within one year The contract is being
carried out
Supplier 5 2,060,220.80 2.46 Within one year The contract is being
carried out
Total 75,552,138.52 90.26
Other explanation
Ending balance of account paid in advance increased 39,116,834.29 Yuan over that of period-beginning with -
87.75 percent up, mainly because at end of December 2018, subsidiary of the Company Dongguan Logistics
entered into a Procurement Contract with Xiamen Minsui Grain & oil trading Co., Ltd, and with the amount of
goods paid in advance
6. Other account receivable
RMB/CNY
Item Ending balance Opening balance
Interest receivable 561,500.00
Other account receivable 33,241,928.45 45,626,470.91
Total 33,803,428.45 45,626,470.91
223
深圳市深粮控股股份有限公司 2018 年年度报告全文
(1) Interest receivable
1)Category of interest receivable
RMB/CNY
Item Ending balance Opening balance
Fixed deposits 561,500.00
Total 561,500.00
2)Significant overdue interest
RMB/CNY
Whether has
Borrower Ending balance Overdue time Overdue reason impairment occurred
and judgment basis
Other explanation
(2) Dividend receivable
1)Dividend receivable
RMB/CNY
Item(or invested enterprise) Ending balance Opening balance
2))Important dividend receivable with account age over one year
RMB/CNY
Whether has
Item(or invested Cause of um-
Ending balance Account age impairment occurred
enterprise) collectible
and judgment basis
Other explanation
(3) Other account receivable
1)Category of other account receivable
RMB/CNY
Ending balance Opening balance
Bad debt
Book balance Book balance Bad debt provision
Category provision Book Book
Amoun Amoun Accrua value Amo Accrual value
Ratio Ratio Amount
t t l Ratio unt Ratio
Other account
47,86
receivable with 48,305, 36.81 45,711, 94.63 2,594,5 36.14 36,963, 10,906,1
9,231 77.22%
single major 895.94 % 329.62 % 66.32 % 097.32 34.29
.61
amount and
224
深圳市深粮控股股份有限公司 2018 年年度报告全文
withdrawal bad
debt provision for
single item
Other account
receivable
35,95
withdrawal bad 38,039, 28.99 7,391,7 19.43 30,647, 27.15 1,238,0 34,720,3
8,405 3.44%
debt provision by 075.02 % 12.89 % 362.13 % 68.75 36.62
.37
group of credit risk
characteristics
Other account
receivable with
single minor 48,61
44,887, 34.20 44,887, 100.00 36.71 48,616,
amount but 6,556 100.00%
199.60 % 199.60 % % 556.19
withdrawal bad .19
debt provision for
single item
131,23 132,4
100.00 97,990, 74.67 33,241, 100.00 86,817, 45,626,4
Total 2,170.5 44,19 65.55%
% 242.11 % 928.45 % 722.26 70.91
6 3.17
Other receivable with single significant amount and withdrawal bad debt provision separately at end of period:
√Applicable □Not applicable
RMB/CNY
Other account Ending balance
receivable (by Other account
Bad debt provision Accrual Ratio Accrual causes
enterprise) receivable
Changzhou Shenbao Allowance for bad debt
Chacang E-commence provision based on the
Co., Ltd. (hereinafter difference between
referred to 20,413,947.34 17,819,381.02 87.29% present value of
as"Changzhou estimated future cash
Shenbao Chacang flow and its book value
Co.,")
Shenzhen Gaojian
Slightestly possibly
Food Joint Venture 8,326,202.63 8,326,202.63 100.00%
taken back
Co., Ltd
Shenzhen Sha Tau Kok
Slightestly possibly
Import & Export 8,285,803.57 8,285,803.57 100.00%
taken back
Corporation
Shenzhen Changjiang
Slightestly possibly
Development 5,677,473.59 5,677,473.59 100.00%
taken back
Company
225
深圳市深粮控股股份有限公司 2018 年年度报告全文
Tongyu Shengda Grain Slightestly possibly
5,602,468.81 5,602,468.81 100.00%
& oil trading Co., Ltd taken back
Total 48,305,895.94 45,711,329.62 -- --
Other receivable with bad debt provision withdrawal by age analysis in group:
√Applicable □Not applicable
RMB/CNY
Ending balance
Account age
Other account receivable Bad debt provision Accrual Ratio
Subitem of within one year
Subtotal of within one year 9,103,752.94 91,037.53 1.00%
1-2 years 4,038,032.96 414,959.80 10.28%
2-3 years 947,859.87 284,387.96 30.00%
3-4 years 112,539.37 56,269.69 50.00%
4-5 years 11,153,403.05 5,576,701.53 50.00%
Over 5 years 1,210,445.48 968,356.38 80.00%
Total 26,566,033.67 7,391,712.89 27.82%
Explanation on combination determines:
In combination, withdrawal proportion of bad debt provision based on balance proportion for other account receivable:
□Applicable √Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods for other account receivable:
□Applicable √Not applicable
2)Bad debt provision accrual collected or switch back
Bad debt provision accrual was 15,176,680.06 Yuan; the amount collected or switches back amounting to 3,730,121.41 Yuan
Including the important bad debt provision switch back or collected in the period:
RMB/CNY
Enterprise Amount switch back or collected Collection way
Taizhong Agricultural Co., Ltd 3,707,930.42 Amount collected
Total 3,707,930.42 --
3)Other receivables actually written-off during the reporting period
RMB/CNY
Item Amount charge off
Note of important other receivables of written-off:
RMB/CNY
Resulted by
Nature of other Cause of charge- Charge-off
Enterprise Amount charge off related transaction
account receivable off procedures
(Y/N)
Note of other receivables of written-off:
226
深圳市深粮控股股份有限公司 2018 年年度报告全文
Bad debt provision accrual of 15,176,680.06 yuan in the period; switch back for bad debt provision of 3,730,121.41
yuan, bad debt provision of 274,038.80 yuan charge off in the period
4)Nature of other receivables
RMB/CNY
Nature Ending book balance Opening book balance
Margin and deposit 11,160,677.29 8,987,464.69
Export tax rebate 312,364.06 733,709.16
Intercourse funds and other 119,759,129.21 122,723,019.32
Total 131,232,170.56 132,444,193.17
5)Top 5 other receivables at ending balance by arrears party
RMB/CNY
Ratio in total
Ending balance of
Enterprise Nature Ending balance Account age ending balance of
bad debt reserve
other receivables
Changzhou
*1、1-4 years or
Shenbao Chacang Intercourse funds 20,413,947.34 15.56% 17,819,381.02
more
Co.,
Shenzhen Yixin
Investment Co., Intercourse funds 10,431,232.87 4-5 years 7.95% 5,215,616.44
Ltd
Shenzhen Gaojian
Food Joint Venture Intercourse funds 8,326,202.63 Over 5 years 6.34% 8,326,202.63
Co., Ltd
Shenzhen Sha Tau
Kok Import &
Intercourse funds 8,285,803.57 Over 5 years 6.31% 8,285,803.57
Export
Corporation
Ying Kou Port
Intercourse funds 5,769,342.85 Within one year 4.40% 57,693.43
Group Corp.
Total -- 53,226,529.26 -- 40.56% 39,704,697.09
6)Other account receivables related to government grants
RMB/CNY
Time, amount and
Enterprise Government grants Ending balance Ending account age basis for collection
predicted
7)Other receivable for termination of confirmation due to the transfer of financial assets
8)The amount of assets and liabilities that are transferred other receivable and continued to be involved
Other explanation
227
深圳市深粮控股股份有限公司 2018 年年度报告全文
The amount of provision for bad debts, is 15,176,680.06 yuan in the current period, the amount of provision for return of bad debts is
3,730,121.41 yuan in the current period, and the amount of provision for write-off of bad debts is 274,038.80 yuan in the current
period
7. Inventory
Whether the company need to comply with the disclosure requirements of the real estate industry
No
(1) Category of inventory
RMB/CNY
Ending balance Opening balance
Item Falling price Falling price
Book balance Book value Book balance Book value
reserves reserves
Raw materials 63,928,125.50 19,906,198.09 44,021,927.41 77,403,549.46 4,385,924.31 73,017,625.15
Goods in
23,840,568.24 68,371.10 23,772,197.14 28,703,483.15 264,169.09 28,439,314.06
process
2,827,653,415. 2,726,571,648. 2,919,447,932. 2,820,503,497.
Finished goods 101,081,767.83 98,944,435.66
87 04 76 10
Revolving
7,368,801.19 941,939.14 6,426,862.05 6,294,851.99 6,294,851.99
materials
Goods in transit 7,410,407.72 7,410,407.72 5,475,723.52 5,475,723.52
Materials
processed on 5,415,695.35 5,290,502.32 125,193.03 6,404,294.66 5,290,502.32 1,113,792.34
commission
Wrappage 3,474,364.80 3,474,364.80 3,623,008.15 3,623,008.15
2,939,091,378. 2,811,802,600. 3,047,352,843. 2,938,467,812.
Total 127,288,778.48 108,885,031.38
67 19 69 31
Whether the Company needs to comply with the disclosure requirement of Industry Information Disclosure Guidelines of Shenzhen
Stock Exchange No.4 -Listed Companies Engaged in Seed Planting Business
No
Whether the Company needs to comply with the disclosure requirement of Industry Information Disclosure Guidelines of Shenzhen
Stock Exchange No.11 -Listed Companies Engaged in Jewelry Related Business
No
(2) Inventory Falling price reserves
RMB/CNY
Item Opening Current amount increased Current amount decreased Ending balance
228
深圳市深粮控股股份有限公司 2018 年年度报告全文
balance Switch back/
Accrual Other Other
Written off
Raw materials 4,385,924.31 15,653,641.26 133,367.48 19,906,198.09
Goods in
264,169.09 36,565.15 232,363.14 68,371.10
process
Finished goods 98,944,435.66 165,230,977.79 8,364,258.42 154,729,387.20 101,081,767.83
Revolving
941,939.14 941,939.14
materials
Materials
processed on 5,290,502.32 5,290,502.32
commission
Total 108,885,031.38 181,863,123.34 8,364,258.42 155,095,117.82 127,288,778.48
(3) Explanation on inventories with capitalization of borrowing costs included at ending balance
Nil
(4) Assets unsettled formed by construction contract which has completed at period-end
RMB/CNY
Item Amount
Other explanation
Nil
8. Assets held for sale
RMB/CNY
Expected disposal Estimated disposal
Item Ending book value Fair value
costs time
Other explanation
9. Non-current assets due within one year
RMB/CNY
Item Ending balance Opening balance
Other explanation
10. Other current assets
RMB/CNY
229
深圳市深粮控股股份有限公司 2018 年年度报告全文
Item Ending balance Opening balance
Enterprise income tax paid in advance 394,677.16 2,862.87
VAT input tax ready for deduction 88,918,809.39 73,043,492.31
Financial products held to maturity
160,000,000.00 100,000,000.00
within one year
Other 5,180,277.49 46,194.46
Total 254,493,764.04 173,092,549.64
Other explanation
Ending balance of other current assets increased 81,401,214.4 yuan over that of period-begin with 47.03 percent
declined, mainly because financial products increased at end of the period
11. Financial assets available for sale
(1) Financial assets available for sale
RMB/CNY
Ending balance Opening balance
Item Book Depreciation Depreciation
Book value Book balance Book value
balance reserves reserves
Equity instrument 17,537,500.0 17,480,000.0 17,537,500.0
57,500.00 17,480,000.00 57,500.00
available for sale: 0 0 0
17,537,500.0 17,480,000.0 17,537,500.0
Measured by cost 57,500.00 17,480,000.00 57,500.00
0 0 0
17,537,500.0 17,480,000.0 17,537,500.0
Total 57,500.00 17,480,000.00 57,500.00
0 0 0
(2) Financial assets available for sale measured by fair value at period-end
RMB/CNY
Category of available- Equity instrument Debt instrument
Total
for-sale financial assets available for sale available for sale
(3) Financial assets available for sale measured by cost at period-end
RMB/CNY
Book balance Depreciation reserves Ratio of
The Current
share-
invested Period- Current Current Period- Period- Current Current Period- cash
holding
entity beginnin increase decrease end beginnin increase decrease end dividend
in
230
深圳市深粮控股股份有限公司 2018 年年度报告全文
g d d g d d invested
entity
Shenzhe
n Sanjiu
Weitai 2,480,00 2,480,00 2,480,00 2,480,00
0.95%
Capsule 0.00 0.00 0.00 0.00
s Co.,
Ltd.
Shenzhe
n Tianji
Photoele
ctric
Industria
l Co.,
Ltd(orig
inal
named" 15,000,0 15,000,0 15,000,0 15,000,0
3.77%
Shenzhe 00.00 00.00 00.00 00.00
n Tianji
Photoele
ctric
Technol
ogy
Industria
l Co.,
Ltd.")
Beijing
57,500.0 57,500.0
Tiantan
0 0
Co., Ltd.
17,537,5 17,537,5 17,480,0 17,480,0
Total --
00.00 00.00 00.00 00.00
(4) Change of financial assets depreciation for sale during reporting period
RMB/CNY
Category of available- Equity instrument Debt instrument
Total
for-sale financial assets available for sale available for sale
(5) Fair value of the available-for-sale equity instrument drops significantly or not contemporarily without
depreciation reserves accrued
RMB/CNY
231
深圳市深粮控股股份有限公司 2018 年年度报告全文
Equity Decline range Times
Amount
instrument Ending fair of fair value continued to Reasons for un-
Investment cost accrual for
available for value compare with declined accrual
impairment
sale the cost (Month)
Other explanation
The stock is a legal person stock purchased from the original STAQ trading system, formerly known as Beijing Shuanghesheng Five-
Star Beer Sanhuan Co., Ltd. with an initial investment of 55,000 shares. After that, the company changed its name to 33,333 shares.
12. Investment held to maturity
(1) Investment held to maturity
RMB/CNY
Ending balance Opening balance
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
(2) Important investment held to maturity at period-end
RMB/CNY
Bond Face value Coupon rate Actual rate Maturity date
(3) Re-classified to investment held to maturity in the period
Other explanation
13. Long-term account receivable
(1) Long-term account receivable
RMB/CNY
Ending balance Opening balance
Discount
Item Book Bad debt Book Bad debt
Book value Book value rate interval
balance provision balance provision
(2) Long-term account receivable that are terminated due to the transfer of financial assets
(3) Assets and liability resulted by transferring long-term account receivable and continuing to be involved
Other explanation
232
深圳市深粮控股股份有限公司 2018 年年度报告全文
14. Long-term equity investment
RMB/CNY
Current changes (+,-)
Ending
Investm Cash
Other balance
ent dividen
The Openin Additio compre of
Capital gains Other d or Impair Ending
investe g nal hensive depreci
reducti recogni equity profit ment Other balance
d entity balance investm income ation
on zed change announ accrual
ent adjustm reserve
under ced to
ent s
equity issued
I. Joint venture
II. Associated enterprise
Shenzh 2,870,0 2,870,0 2,870,0
en 00.00 00.00 00.00
Shenba
o
(Xinmi
n)
Foods
Co.,
Ltd*1
Changz
hou
Shenba
o
Chacan
g E-
comme
nce
Co.,
Ltd. *2
Shenzh 57,628. 57,628. 57,628.
en 53 53 53
Shenba
o
(Liaoyu
an)
Industri
al Co.,
Ltd*1
Shenzh 1,054,9 - 1,050,1
233
深圳市深粮控股股份有限公司 2018 年年度报告全文
en 48.13 4,831.5 16.57
Shenba 6
o
Manan
Bio-
technol
ogy
Co.,
Ltd.
Shenzh
en
Shichu
mingm
en
Restaur
ant
Manage
ment
Co.,
Ltd.*2
Guangz 4,193,6 - 3,825,7
hou 81.53 367,95 25.70
Shenba 5.83
o
Menda
o Tea
Co.,
Ltd.
Zhuhai 27,079, 2,431,3 29,510,
Hengxi 470.80 00.31 771.11
ng Feed
Industri
al Co.,
Ltd.
Zijin 1,750,0 1,750,0
Jinzhen 00.00 00.00
Rice
Industr
y Co.,
Ltd. *3
Shenzh 3,427,0 587,55 4,014,6
en 71.09 4.36 25.45
Duoxi
234
深圳市深粮控股股份有限公司 2018 年年度报告全文
Equity
Investm
ent
Fund
Manage
ment
Co.,
Ltd.
SZCG 25,000, - 23,105,
Intellig 000.00 1,894,3 662.49
ent 37.51
Wulian
Equity
Investm
ent
Fund
(Shenz
hen)
Partner
ship
Enterpr
ise
(Limite
d)
Shenzh 12,000, - 9,492,7
en 000.00 2,507,2 65.49
Shenyu 34.51
an Data
Tech.
Co.,
Ltd
40,432, 37,000, 1,750,0 - 73,927, 2,927,6
Subtota
800.08 000.00 00.00 1,755,5 295.34 28.53
l
04.74
40,432, 37,000, 1,750,0 - 73,927, 2,927,6
Total 800.08 000.00 00.00 1,755,5 295.34 28.53
04.74
Other explanation
The Opening Opening Current changes (+,-) Endi Endi
invested balance balance of Addit Capital Investment Other Other Cash dividend Pro Ot ng ng
entity depreciation ional reduction gains/losses comprehe equity or profit visi her balan balan
reserves inves recognized nsive change announced to on ce ce of
235
深圳市深粮控股股份有限公司 2018 年年度报告全文
tment by equity income issued for depre
adjustmen imp ciatio
t airm n
ent reser
ves
Other
enterprise
Taizhong 21,136,950.0 21,136,950.0 --- 21,136,950.0 --- --- --- --- --- --- --- ---
Agricultura 0 0 0
l Co., Ltd*3
Buji 250,000.00 250,000.00 --- 250,000.00 --- --- --- --- --- --- --- ---
Processing
factory 区
*3
Daya Bay 4,866,700.00 4,866,700.00 --- 4,866,700.00 --- --- --- --- --- --- --- ---
Office*3
Huapeng 340,000.00 340,000.00 --- 340,000.00 --- --- --- --- --- --- --- ---
Feed Co.,
Ltd*3
Subtotal 26,593,650.0 26,593,650.0 --- 26,593,650.0 --- --- --- --- --- --- --- ---
0 0 0
*1: these two companies have been established for a long time. At the current stage, their business licenses have been revoked.
Impairment provision is made in full due to absence of settlement.
*2: the long-term equity investment for Changzhou Shenbao Chacang E-commence Co., Ltd and Shenzhen Shichumingmen
Restaurant Management Co., Ltd. which are measured by equity; the book balance counted as Zero for losses in the two above
mentioned enterprises
*3: According to the “Agreement on the Issuance of Shares to Purchase Assets” signed by the Company and Fude Capital in March
2018, and the “General Agreement on Major Asset Restructuring of State-owned Assets and Related Equity of Shenzhen Cereals Group
Co., Ltd.”, the “Agreement on Free Transfer of State-owned Assets of Zijin County Jinzhen Rice Industry Co., Ltd.”, the “Agreement
on Free Transfer of State-owned Assets of Taizhong Agriculture Co., Ltd.” and other free transfer agreements of subsidiaries signed by
SZCG, the Company’s subsidiary, and Fude Capital in June 2018, in the current period, the Company transferred the stock equity of
Zijin County Jinzhen Rice Industry Co., Ltd., Taizhong Agriculture Co., Ltd., Buji Processing Zone, Daya Bay Office, and Huapeng
Feed Co., Ltd. to Fude Capital free of charge.
15. Investment real estate
(1) Investment real estate measured at cost
√Applicable □Not applicable
RMB/CNY
Item House and building Land use right Construction in Total
236
深圳市深粮控股股份有限公司 2018 年年度报告全文
progress
I. Original book value
1.Opening
628,385,235.60 628,385,235.60
balance
2.Current amount
224,440.16 224,440.16
increased
(1) Outsourcing 224,440.16 224,440.16
(2) Inventory \Fix
assets\Construction in
progress transfer-in
(3) Increased by
combination
3.Current amount
61,447,342.02 61,447,342.02
decreased
(1) Disposal 61,447,342.02 61,447,342.02
(2) Other transfer-
out
4.Ending balance 567,162,333.74 567,162,333.74
II. accumulated
depreciation and
accumulated
amortization
1.Opening
309,362,139.98 309,362,139.98
balance
2.Current amount
23,194,573.04 23,194,573.04
increased
(1) Accrual or
23,194,573.04 23,194,573.04
amortization
3.Current amount
48,016,564.20 48,016,564.20
decreased
(1) Disposal 48,016,564.20 48,016,564.20
(2) Other transfer-
out
4.Ending balance 284,540,148.82 284,540,148.82
237
深圳市深粮控股股份有限公司 2018 年年度报告全文
III. Depreciation
reserves
1.Opening
balance
2.Current amount
increased
(1) Accrual
3. Current amount
decreased
(1) Disposal
(2) Other transfer-
out
4.Ending balance
IV. Book value
1.Ending book
282,622,184.92 282,622,184.92
value
2.Opening book
319,023,095.62 319,023,095.62
value
(2) Investment real estate measured by fair value
□Applicable √Not applicable
(3) Investment real estate without property certification held
RMB/CNY
Reasons for without the property
Item Book value
certification
House and buildings 8,766,123.97 In progress
Other explanation
Disposal of investment real estate in the period due mainly because according to the material assets reorganization
agreement and assets stripping agreement related with the 100 percent of Cereal Group purchased by the Company
in way of share issuing, some of the assets with defective in property rights are transfer to Fude Capital for free.
There is no case that the recoverable amount of investment real estate at the end of the period is lower than its book
value, so no provision for impairment of assets is included.
238
深圳市深粮控股股份有限公司 2018 年年度报告全文
16. Fix assets
RMB/CNY
Item Ending balance Opening balance
Fix assets 993,136,743.51 1,052,866,458.21
Total 993,136,743.51 1,052,866,458.21
(1) Fix assets
RMB/CNY
House and Machinery Transport Electronic and
Item Total
buildings equipment equipment other equipment
I. Original book
value
1.Opening 930,123,138.37 491,462,875.75 20,103,647.93 60,816,228.49 1,502,505,890.54
balance
2.Current 10,227,405.27 1,803,562.83 809,851.72 2,763,729.18 15,604,549.00
amount increased
(1) Purchase 6,710,137.48 1,803,562.83 809,851.72 1,560,162.13 10,883,714.16
(2) 3,517,267.79 1,203,567.05 4,720,834.84
Construction in
progress transfer-
in
(3) Increased
by combination
3.Current 25,348,402.14 9,278,261.43 1,812,515.24 3,558,718.44 39,997,897.25
amount decreased
(1) Disposal 25,348,402.14 9,278,261.43 1,812,515.24 3,558,718.44 39,997,897.25
or scrap
4.Ending 915,002,141.50 483,988,177.15 19,100,984.41 60,021,239.23 1,478,112,542.29
balance
II. accumulated
depreciation
1.Opening 167,205,153.02 231,062,533.02 13,784,230.73 31,943,274.01 443,995,190.78
balance
2.Current 26,158,511.81 21,367,151.33 1,554,716.53 7,335,203.97 56,415,583.64
amount increased
239
深圳市深粮控股股份有限公司 2018 年年度报告全文
(1) Accrual 26,158,511.81 21,367,151.33 1,554,716.53 7,335,203.97 56,415,583.64
3.Current 12,394,652.83 8,995,066.29 1,425,859.32 2,745,676.69 25,561,255.13
amount decreased
(1) Disposal 12,394,652.83 8,995,066.29 1,425,859.32 2,745,676.69 25,561,255.13
or scrap
4.Ending 180,969,012.00 243,434,618.06 13,913,087.94 36,532,801.29 474,849,519.29
balance
III. Depreciation
reserves
1.Opening 1,355,290.18 4,288,951.37 5,644,241.55
balance
2.Current 442,416.31 3,918,078.86 93,411.42 28,131.35 4,482,037.94
amount increased
(1) Accrual
3.Current
amount decreased
(1) Disposal
or scrap
4.Ending 1,797,706.49 8,207,030.23 93,411.42 28,131.35 10,126,279.49
balance
IV. Book value
1.Ending book 732,235,423.01 232,346,528.86 5,094,485.05 23,460,306.59 993,136,743.51
value
2.Opening book 761,562,695.17 256,111,391.36 6,319,417.20 28,872,954.48 1,052,866,458.21
value
(2) Temporarily idle fixed assets
RMB/CNY
Original book Accumulated Depreciation
Item Book value Note
value depreciation reserves
(3) Fixed assets acquired by financing lease
RMB/CNY
240
深圳市深粮控股股份有限公司 2018 年年度报告全文
Accumulated
Item Original book value Depreciation reserves Book value
depreciation
(4) Fixed assets acquired by operating lease
RMB/CNY
Item Ending book value
(5)Fix assets without property certification held
RMB/CNY
Reasons for without the property
Item Book value
certification
House and buildings 327,066,214.37 In progress
House and buildings 107,813,704.91
House and buildings 15,977,151.09
House and buildings Simple buildings etc, unable to handle
16,350,394.59
property certification
Total 467,207,464.96
Other explanation
(6)Disposal of fixed assets
RMB/CNY
Item Ending balance Opening balance
Other explanation
17. Construction in progress
RMB/CNY
Item Ending balance Opening balance
Construction in
186,586,135.06 70,735,978.49
progress
Total 186,586,135.06 70,735,978.49
(1) Construction in progress
RMB/CNY
Item Ending balance Opening balance
241
深圳市深粮控股股份有限公司 2018 年年度报告全文
Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
Shenbao Plaza
3,842,333.64 3,842,333.64 3,842,333.64 3,842,333.64
project
Dongguan 91,924,086.19 91,924,086.19 46,965,389.14 46,965,389.14
grain storage
and wharf
matching
project
Deep
processing of
Dongguan 39,276,418.03 39,276,418.03 6,271,930.17 6,271,930.17
Industry and
Trading Food
CDE storage of
Dongguan
Food Industrial 43,391,511.05 43,391,511.05 6,031,872.49 6,031,872.49
Park and wharf
mating projects
Storage and
processing
6,621,284.40 6,621,284.40 6,298,750.44 6,298,750.44
project of
SZCG
Grain Supply 2,020,328.00 2,020,328.00
Related
Supporting
Engineering
Projects
Workshop 711,487.37 711,487.37 982,180.17 982,180.17
transformation
of Flour
Company
Other 5,564,537.76 903,189.74 4,661,348.02 3,068,717.82 903,189.74 2,165,528.08
Total 191,331,658.44 4,745,523.38 186,586,135.06 75,481,501.87 4,745,523.38 70,735,978.49
(2) Changes of major construction in progress
RMB/CNY
242
深圳市深粮控股股份有限公司 2018 年年度报告全文
Includi
ng:
Propor Accum
Curren amoun Interes
Other tion of ulated
Openi t Transf t of t
decrea Ending project capital Capital
Project ng amoun er-in Progre capital capital
Budget sed in balanc invest ization resour
s balanc t fixed ss ization ization
the e ment of ces
e increas assets of rate in
Period in interes
ed interes Period
budget t
t in
Period
Dongg 46,965 48,475 3,517, 91,924
uan ,389.1 ,964.8 267.79 ,086.1
grain 4 4 9
storag
e and
wharf
matchi
ng
project
Deep 6,271, 33,004 39,276
proces 930.17 ,487.8 ,418.0
sing of 6 3
Dongg
uan
Industr
y and
Tradin
g Food
CDE 6,031, 37,359 43,391
storag 872.49 ,638.5 ,511.0
e of 6 5
Dongg
uan
Food
Industr
ial
Park
and
wharf
mating
project
s
Total 59,269 118,84 3,517, 174,59 -- -- --
243
深圳市深粮控股股份有限公司 2018 年年度报告全文
,191.8 0,091. 267.79 2,015.
0 26 27
(3) The provision for impairment of construction projects
RMB/CNY
Item Provision amount Reasons of accrual
Other explanation
(4) Engineering material
RMB/CNY
Ending balance Opening balance
Item Depreciation Book Depreciation
Book balance Book value Book value
reserves balance reserves
Other explanation
18. Productive biological assets
(1) Productive biological assets measured by cost
√Applicable □Not applicable
RMB/CNY
Item Plant Livestock Forestry Fisheries Total
Tea tree
I.Original book
value
1.Opening
416,771.28 416,771.28
balance
2.Current
amount increased
(1)Outsourcing
(2)self-
cultivate
3.Current
amount decreased
(1)Disposal
244
深圳市深粮控股股份有限公司 2018 年年度报告全文
(2)Other 9,692.36 9,692.36
4.Ending
407,078.92 407,078.92
balance
II. accumulated
depreciation
1.Opening
balance
2.Current
amount increased
(1) Accrual
3.Current
amount decreased
(1)Disposal
(2)Other
4.Ending
balance
III. Depreciation
reserves
1.Opening
balance
2.Current
amount increased
(1) Accrual
3.Current
amount decreased
(1)Disposal
(2)Other
4.Ending
balance
IV. Book value
1.Ending book
value
245
深圳市深粮控股股份有限公司 2018 年年度报告全文
2.Opening book
value
(2) Productive biological assets measured by fair value
□Applicable √Not applicable
19. Oil and gas assets
□Applicable √Not applicable
20. Intangible assets
(1) Intangible assets
RMB/CNY
Item Land use right Patent Un-patent tech Other Total
I.Original book
value
1.Opening 8,370,977.87 29,500,867.72
417,581,033.74 46,264,718.89 501,717,598.22
balance
2.Current 1,934,971.62 2035360.75
184,916,393.77 1,200.00 188,887,926.14
amount increased
(1) 1,934,971.62 2,035,360.75
184,916,393.77 1,200.00 188,887,926.14
Purchase
(2) internal
0.00 0.00 0.00 0.00
R&D
(3)
Increased by 0.00 0.00 0.00 0.00
combination
0.00 0.00 0.00 0.00
3.Current
7,846,273.16 0.00 7,846,273.16
amount decreased
(1)
7,846,273.16 0.00 7,846,273.16
Disposal
0.00 0.00 0.00 0.00
4.Ending 10,305,949.49 31,536,228.47
594,651,154.35 46,265,918.89 682,759,251.20
balance
II. accumulated 0.00 0.00
0.00 0.00
depreciation
246
深圳市深粮控股股份有限公司 2018 年年度报告全文
1.Opening 2,475,996.62 6,944,368.88
59,933,429.04 22,367,888.26 91,721,682.80
balance
2.Current 1,233,969.38 1,537,661.71
13,261,998.56 1,973,952.91 18,007,582.56
amount increased
(1) Accrual 13,261,998.56 1,973,952.91 1,233,969.38 1,537,661.71 18,007,582.56
0.00 0.00 0.00 0.00
3.Current
3,688,748.40 0.00 0.00 0.00 3,688,748.40
amount decreased
(1)
3,688,748.40 0.00 0.00 0.00 3,688,748.40
Disposal
0.00 0.00 0.00 0.00
4.Ending 3,709,966.00 8,482,030.59
69,506,679.20 24,341,841.17 106,040,516.96
balance
III. Depreciation
0.00 0.00 0.00 0.00
reserves
1.Opening 1,130,341.88 0.00
1,869,502.01 2,999,843.89
balance
2.Current 37,716.74 0.00
3,683,781.53 3,721,498.27
amount increased
(1) Accrual 3,683,781.53 37,716.74 0.00 3,721,498.27
0.00 0.00 0.00 0.00
3.Current
0.00 0.00 0.00 0.00
amount decreased
(1) Disposal 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
4.Ending 1,168,058.62 0.00
5,553,283.54 6,721,342.16
balance
IV. Book value 0.00 0.00 0.00 0.00
1.Ending 5,427,924.87 23,054,197.88
525,144,475.15 16,370,794.18 569,997,392.08
book value
2.Opening 4,764,639.37 22,556,498.84
357,647,604.70 22,027,328.62 406,996,071.53
book value
Ratio of the intangible assets from internal R&D in balance of intangible assets at period-end was 0.00%.
(2) Land use rights without certificate of ownership
RMB/CNY
247
深圳市深粮控股股份有限公司 2018 年年度报告全文
Reasons for without the property
Item Book value
certification
Land use right 43,229,515.30 In progress
Collective land, no property rights
Land use right 7,849,990.00
certificate can be processed
Total 51,079,505.30
Other explanation
(1) Disposal ofintangible assets in the period due mainly because according to the material assets reorganization
agreement and assets stripping agreement related with the 100 percent of Cereal Group purchased by the Company
in way of share issuing, some of the assets with defective in property rights are transfer to Fude Capital for free.
(2) Ending balance of intangible assets increased 181,041,652.98 yuan over that of period-beginning with 36.08
percent up, mainly because making up the land price for some of the properties.
(3) The intangible assets mortgage or guarantee at end of the period found more in the (51) of Note VI in the auditing
report
21. Development expenses
RMB/CNY
Opening Ending
Item Current amount increased Current amount decreased
balance balance
Other explanation
22. Goodwill
(1) Original book value of goodwill
RMB/CNY
The invested
entity or
Opening
matters Current increased Current decreased Ending balance
balance
forming
goodwill
Pu’er Tea
673,940.32 673,940.32
Trading Center
Total 673,940.32 673,940.32
(2) Goodwill depreciation reserves
RMB/CNY
The invested Opening
Current increased Current decreased Ending balance
entity or balance
248
深圳市深粮控股股份有限公司 2018 年年度报告全文
matters
forming
goodwill
Pu’er Tea
673,940.32 673,940.32
Trading Center
Total 673,940.32 673,940.32
Relevant information about the assets group or portfolio goodwill included
Hangzhou Ju Fang Yong, a subsidiary of the Company, funded and purchased 15.00% stake of Yunnan Pu’er Tea
Trading Center held by Yunnan Heng Feng Xiang Investment Co., Ltd. in May 2016. After the completion of the
purchase, the Company got command of Yunnan Pu’er Tea Trading Center. The balance between the combined
cost and the fair value of net assets on the combining date formed goodwill of RMB 673,940.32.
Instructions for goodwill impairments test process and key parameters (such as the forecast period growth rate, stable period growth
rate, profit rate, discount rate, and forecast period when estimating the present value of the future cash flow), and the method of
confirming the impairment loss of goodwill:
Impact of goodwill impairment test
Other explanation
23. Long-term deferred expense
RMB/CNY
Current amount Current
Item Opening balance Other decreased Ending balance
increased amortization
Decoration fee 10,601,610.34 410,036.30 3,895,891.33 2,565,005.10 4,550,750.21
Improve
expenditure for
9,292,485.82 586,379.92 8,706,105.90
investment real
estate
Improve
expenditure for fix 2,692,209.58 739,526.46 1,039,820.39 6,824.31 2,385,091.34
assets
Affiliated project
of resident area in
389,956.00 353,581.53 36,374.47
Wuyuan Ju Fang
Yong
Other 4,840,031.05 2,637,922.71 866,744.68 489,631.20 6,121,577.88
Total 27,816,292.79 3,787,485.47 6,742,417.85 3,061,460.61 21,799,899.80
Other explanation
249
深圳市深粮控股股份有限公司 2018 年年度报告全文
24. Deferred income tax assets and deferred income tax liability
(1) Deferred income tax assets without offset
RMB/CNY
Ending balance Opening balance
Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax
differences assets differences assets
Impairment provision
200,997,551.38 49,759,336.40 214,181,782.83 52,720,473.30
for assets
Unrealized profits in
1,348,710.60 337,177.65 2,518,115.64 629,528.91
internal transactions
Deductible loss 1,097,482.28 274,370.57
Deferred income 312,307.72 78,076.93 441,538.48 110,384.62
Total 202,658,569.70 50,174,590.98 218,238,919.23 53,734,757.40
(2) Deferred income tax liability without offset
RMB/CNY
Ending balance Opening balance
Item Taxable temporary Deferred income tax Taxable temporary Deferred income tax
differences liability differences liability
Asset evaluation
increment of enterprise
51,909,877.24 12,977,469.31 53,564,745.68 13,391,186.42
combine under
different control
Change of fair value 43,861.84 10,965.46 518,602.12 129,650.53
Total 51,953,739.08 12,988,434.77 54,083,347.80 13,520,836.95
(3) Deferred income tax assets and deferred income tax liabilities listed after off-set
RMB/CNY
Ending balance of Trade-off between the Opening balance of
Trade-off between the
deferred income tax deferred income tax deferred income tax
Item deferred income tax
assets or liabilities assets and liabilities at assets or liabilities
assets and liabilities
after off-set period-begin after off-set
Deferred income tax
50,174,590.98 53,734,757.40
assets
Deferred income tax
12,988,434.77 13,520,836.95
liability
250
深圳市深粮控股股份有限公司 2018 年年度报告全文
(4) Details of uncertain deferred income tax assets
RMB/CNY
Item Ending balance Opening balance
Deductible loss 112,864,728.90 130,083,839.90
Impairment provision for assets 172,615,170.87 204,828,441.48
Deferred income 10,097,899.20
Total 295,577,798.97 334,912,281.38
(5) Deductible losses of un-recognized deferred income tax assets expired on the followed year
RMB/CNY
Year Ending amount Opening amount Note
Other explanation
25. Other non-current assets
RMB/CNY
Item Ending balance Opening balance
Prepaid for equipment 866,378.12 484,108.52
Prepaid for engineering 1,069,771.60 500,000.00
Total 1,936,149.72 984,108.52
Other explanation
26. Short-term loans
(1) Category of short-term loans
RMB/CNY
Item Ending balance Opening balance
Secured loans 30,000,000.00 100,000,000.00
Guarantee loan 30,000,000.00 40,000,000.00
Loan in credit 31,600,000.00 29,800,000.00
Total 91,600,000.00 169,800,000.00
Explanation on category of short-term loans
(1) Dongguan Logistics, a subsidiary of the Company, signed the “Liquidity Loan Contract” No. 44191000-2018 (Dongben) Zi No.
0124 with Agricultural Development Bank of China Dongguan Branch, and obtained a loan of RMB 31.60 million by credit loan, the
life of the loan is 11 months, which expires on October 31, 2019, the lending rate is 4.35%, and the interest accrual is segmented and
shall be adjusted with the adjustment of the benchmark interest rate for loan of the People’s Bank of China. As of December 31, 2018,
251
深圳市深粮控股股份有限公司 2018 年年度报告全文
the balance of the above loan contract was RMB 31.60 million.
(2) Dongguan Logistics, a subsidiary of the Company, signed a liquidity loan contract “Yue DG 2017NJZ No.5” with Bank of
Communications Co., Ltd., Dongguan Branch. According to the contract, the Bank of Communications Dongguan Branch provided a
circulating loan amount of RMB 30 million to Dongguan Logistics, and the borrowing rate is 5.22%, the length of maturity for each
loan under the contract is no longer than 12 months, and the maturity date of all loans is no later than April 11, 2019. As of December
31, 2018, the balance of the above loan contract was RMB 30 million. Shenzhen Cereals Group and Dongguan Fruit Vegetable Non-
staple Food Trading Market Co., Ltd. provide the guarantee with maximum amount for the loan, the maximum amount of claims
guaranteed by the guarantors was respectively RMB 15.30 million and RMB 14.70 million.
(3) The Company’s subsidiaries, Shenzhen Flour, Dongguan Logistics, Hualian Grain and Oil Trade, SZCG Duoximi, SZCG Big
Kitchen, and SZCG Cold Chain signed the bank credit contract of credit number CN11002181808/160714, and the credit review and
modification contract CN11002181808-170727 with HSBC, Dongguan Logistics has obtained HSBC’s multi-currency circulating loan
with maximum credit limit of not more than RMB 100 million, and the interest rate is 100% of the benchmark interest rate for loan of
the central bank or other rates that is determined on the credit use date or before the renewal date of the loan and has been written on
the service application and renewal notice of the loan. As of December 31, 2018, Dongguan Logistics had obtained a loan balance of
RMB 30 million from HSBC Huizhou Zhongkai Sub-branch. The above loans were guaranteed by Shenzhen Cereals Group, and all
accounts receivable of seven approved customers of Dongguan Logistics (1. Dongguan Yihai Kerry Grain and Oil Food Industry Co.,
Ltd.; 2. Shenzhen Shekou Lamsoon Flour Mills Co., Ltd.; 3. Guangdong Guangliang Group; 4. Shenzhen Kingsino Feed Co., Ltd.; 5.
Shenzhen Kondarl (Group) Co., Ltd.; 6. Hong Kong Maxim’s Caterers Limited; 7. Beingmate Group Co., Ltd.) were taken as pledges,
the pledge period was from July 9, 2015 to July 9, 2020. As of December 31, 2018, there was no balance in the accounts receivable of
Dongguan Logistics and the seven customers above.
(2) Overdue short-term loans without payment
RMB 0 short-term loans over due without paid at period-end, including follow major amount:
RMB/CNY
Borrower Ending balance Loan rate Overdue time Overdue interest
Other explanation
27. Financial liability measured by fair value and with the variation recorded into current gains/losses
RMB/CNY
Item Ending balance Opening balance
Other explanation
28. Derivative financial liability
□Applicable √Not applicable
29. Note payable and account payable
RMB/CNY
Item Ending balance Opening balance
252
深圳市深粮控股股份有限公司 2018 年年度报告全文
Account payable 472,738,283.80 558,480,197.44
Total 472,738,283.80 558,480,197.44
(1) Category of note payable
RMB/CNY
Category Ending balance Opening balance
Notes expired at year-end without paid was Yuan.
(2) Account payable
RMB/CNY
Item Ending balance Opening balance
Trade accounts payable 438,618,768.51 461,677,059.15
Account payable for engineering 31,922,123.90 95,399,963.57
Other 2,197,391.39 1,403,174.72
Total 472,738,283.80 558,480,197.44
(3) Major accounts payable with age over 1 year
RMB/CNY
Item Ending balance Reasons of outstanding or carry-over
Other explanation
30. Account received in advance
(1) Account received in advance
RMB/CNY
Item Ending balance Opening balance
Account for goods received in advance 204,866,040.96 174,812,618.27
Other 562,553.20 3,572,656.93
Total 205,428,594.16 178,385,275.20
(2) Important account received in advance with account age over one year
RMB/CNY
Item Ending balance Reasons of outstanding or carry-over
253
深圳市深粮控股股份有限公司 2018 年年度报告全文
(3) Projects that settle without completed from construction contract at period-end
RMB/CNY
Item Amount
Other explanation
31. Wages payable
(1)Wages payable
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance
I. Short-term
107,603,918.95 249,557,323.70 235,778,894.13 121,382,348.52
compensation
II. After-service
welfare-defined 9,882,391.67 21,171,621.19 20,789,853.27 10,264,159.59
contribution plans
III. Dismissed welfare 660,000.00 13,779,037.85 10,376,122.44 4,062,915.41
Total 118,146,310.62 284,507,982.74 266,944,869.84 135,709,423.52
(2)Short-term compensation
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance
1. Wage, bonus,
101,078,818.33 218,102,208.89 205,573,357.37 113,607,669.85
allowance and subsidy
2. Employees’ welfare 10,704,530.40 10,704,530.40
3. Social insurance
45,896.14 6,137,166.84 6,083,464.17 99,598.81
charges
Including:medical
40,399.73 5,399,740.97 5,347,327.60 92,813.10
insurance premium
Industrial injury
insurance 748.17 312,873.46 313,316.71 304.92
premiums
Maternity
insurance 4,748.24 424,552.41 422,819.86 6,480.79
premiums
4. Housing public
23,823.11 8,476,422.98 8,500,246.09
reserve
5. Trade union fee and
6,455,381.37 6,136,994.59 4,917,296.10 7,675,079.86
education fee
Total 107,603,918.95 249,557,323.70 235,778,894.13 121,382,348.52
254
深圳市深粮控股股份有限公司 2018 年年度报告全文
(3) Defined contribution plans
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance
1. Basic endowment
291,876.52 12,502,212.35 12,557,113.25 236,975.62
insurance premiums
2. Unemployment
4,130.14 300,217.11 299,777.50 4,569.75
insurance premiums
3. Enterprise annuity 9,586,385.01 8,369,191.73 7,932,962.52 10,022,614.22
Total 9,882,391.67 21,171,621.19 20,789,853.27 10,264,159.59
Other explanation
According to the “Enterprise Annuity Plan of Shenzhen Cereals Group Co., Ltd.” and the employee’s application, the Company
calculates and pays the enterprise annuity to the employee who meets the conditions for participation by taking their total salary of the
previous year as the payment base, and the payment ratio of the enterprise annuity is based on the proportion agreed in the
“Confirmation on the Payment Ratio of the Enterprise Annuity of Shenzhen Cereals Group Co., Ltd.”, and the maximum payment ratio
is not more than 8.33%.
32. Tax payable
RMB/CNY
Item Ending balance Opening balance
VAT 9,493,004.93 3,796,564.24
Enterprise income tax 9,219,053.50 9,372,029.64
Personal income tax 1,927,699.20 1,634,001.67
Urban maintenance and construction tax 640,819.28 137,679.29
House property tax 1,725,020.41 2,103,322.08
Use tax of land 574,505.73 973,641.12
Stamp tax 246,056.29 226,636.89
Educational surtax 483,228.46 105,464.48
Other 660,330.78 1,046,888.34
Total 24,969,718.58 19,396,227.75
Other explanation
33. Other account payable
RMB/CNY
Item Ending balance Opening balance
Interest payable 1,571,297.90
Dividend payable 2,909,182.74 2,909,182.74
255
深圳市深粮控股股份有限公司 2018 年年度报告全文
Other account payable 277,780,365.55 303,452,477.66
Total 280,689,548.29 307,932,958.30
(1) Interest payable
RMB/CNY
Item Ending balance Opening balance
Long-term borrowing interest for
932,028.11
installment
Interest payable for short-term loans 639,269.79
Total 1,571,297.90
Major overdue interest:
RMB/CNY
Borrower Overdue amount Overdue reason
Other explanation
(2) Dividend payable
RMB/CNY
Item Ending balance Opening balance
Unmanaged shares 218,212.60 218,212.60
Shenzhen Investment Management Co.,
2,690,970.14 2,690,970.14
Ltd
Total 2,909,182.74 2,909,182.74
Other explanation, including important dividend payable over one year without payment, disclose reasons for un-paid:
(3) Other account payable
1)Classification of other accounts payable according to nature of account
RMB/CNY
Item Ending balance Opening balance
Engineering quality retention money and 1,847,714.46
3,191,037.22
fund of tail
Deposit and margin 151,049,170.31 198,233,816.14
Intercourse funds and other 100,749,160.89 75,815,708.43
Drawing expenses in advance 22,790,997.13 27,555,238.63
Total 277,780,365.55 303,452,477.66
2)Significant other payable with over one year age
256
深圳市深粮控股股份有限公司 2018 年年度报告全文
RMB/CNY
Item Ending balance Reasons of outstanding or carry-over
Zhanjiang Changshan (Shenzhen)
7,967,662.50 Intercourse funds not yet mature
Ecological Aquaculture Co., Ltd
Shenzhen Yulunfa Investment
4,936,804.06 Intercourse funds not yet mature
Development Co., Ltd
Total 12,904,466.56 --
Other explanation
34. Liability held for sale
RMB/CNY
Item Ending balance Opening balance
Other explanation
35. Non-current liabilities due within one year
RMB/CNY
Item Ending balance Opening balance
Long-term loans due within one year 55,090,793.79 40,642,777.63
Total 55,090,793.79 40,642,777.63
Other explanation
Found more in Long-term loans
36. Other current liabilities
RMB/CNY
Item Ending balance Opening balance
Subsidies for grain reserve services 219,151,968.63 219,151,968.63
Total 219,151,968.63 219,151,968.63
Change of short-term bonds payable:
RMB/CNY
Premiu
Accrual m and
Openin Issued Paid in
Face Issuanc Bonds Amoun interest discoun Ending
Bonds g in the the
value e date term t issued by face t balance
balance period period
value amortiz
ation
Other explanation
The grain storage service subsidy is the part of the advance payment of grain and oil reserve services received from Shenzhen Financial
257
深圳市深粮控股股份有限公司 2018 年年度报告全文
Committee in the previous year of which the income is unrecognized. Due to the government-related audit and its settlement procedures,
the Company has not cleared and settled the accumulated grain and oil reserve service payments. According to the agreement on major
asset restructuring of the Company’s issuance of shares to purchase 100 equity of SZCG, the Company no longer recognizes the income
for the balance, which is settled by Fude Capital and relevant government units.
37. Long-term loans
(1)Category of long-term loans
RMB/CNY
Item Ending balance Opening balance
Mortgage loan 462,449,380.03 143,905,785.42
Guarantee loan 109,329,205.42 92,384,396.09
Less: Long-term loans due within one
-55,090,793.79 -40,642,777.63
year
Total 516,687,791.66 195,647,403.88
Explanation on category of long-term loans:
1.Explanation on long-term loans
(1) Dongguan Logistics, a subsidiary of the Company, signed a bank credit contract with credit number of
CN11002181808-160714-SCDGTML2 with HSBC. HSBC has provided a loan credit not more than RMB200
million to Dongguan Logistics. The applicable interest rate for each loan at each interest period is 90% of the loan
benchmark interest rate of central bank applicable on the fixed interest date of the interest period, the borrowing
date is from December 27, 2016 to December 27, 2021. As of December 31, 2018, Dongguan Logistics obtained
the principal balance of the loan of HSBC of RMB 109,329,200, of which the non-current liabilities due within one
year was RMB 19,069,000. SZCG and Dongguan Fruit Vegetable Non-staple Food Trading Market Co., Ltd.
provided the maximum guarantee amount for the loan.
(2) Dongguan Food Industry Park, a subsidiary of the Company, signed the loan contract of “Yue DG 2017 NGDZ
No. 006” with Bank of Communications Guangdong Branch, the loan amount is 768 million yuan, and the loan
term is from September 22, 2017 to August 29, 2032. The loan under this contract is only used for the construction
of the warehousing and logistics distribution center project of Dongguan Food Industry Park. The principal of the
current loan was RMB 49.8 million, RMB 3,783,400, RMB 30 million and RMB 200 million, the loan interest rate
of RMB 200 million was calculated by the benchmark interest rate for loan of the People’s Bank of China on the
loan entry date, which was 4.90%; the other three were calculated by the benchmark interest rate of the People’s
Bank of China on the loan entry date after rising by 15%, which is 5.635%. As of December 31, 2018, the total loan
balance under the above loan contract was RMB 285,538,400. Dongguan Food Industry Park mortgaged its two
pieces of lands (DFGY (2009) DT No. 190) and (DFGY (2012) DT No. 152) for the borrowing. At the same time,
the Company’s subsidiaries, SZCG and Dongguan Fruit Vegetable Non-staple Food Trading Market Co., Ltd.,
provide joint liability guarantee.
(3) Dongguan Logistics, a subsidiary of the Company, signed a loan contract with contract number of 44031000-
258
深圳市深粮控股股份有限公司 2018 年年度报告全文
2015 (Shen) Zi No. 0023 with China Agricultural Development Bank, with a total loan amount of 273 million yuan
and an annual interest rate of 5.4%, the interest rate is adjusted year by year from the actual withdrawal date based
on the adjustment of benchmark interest rate for loan of the People's Bank of China, and the loan period is from
July 31, 2015 to July 12, 2023. As of December 31, 2018, the balance under the above contract was RMB
178,866,000., of which the non-current liabilities due within one year were RMB 36,021,700. Shenzhen Cereals
Group has provided guarantee for the loan, and taken Dongguan Logistics’ land “DFGY(2014) DT No. 6” at No.
32, Jianshe Road, Masan Village, Machong Town, Dongguan City and the above-ground buildings and structures
to be built in the future as mortgages, of which the land assessment value is 51.21 million yuan.
2.Ending balance of long-term loans increased 321,040,387.78 yuan over that of period-beginning with 164.09
percent up, mainly because subsidiary Dongguan Logistics increased the loans for engineering requirement in the
period
Other explanation, including interest rate range:
38. Bonds payable
(1) Bonds payable
RMB/CNY
Item Ending balance Opening balance
(2) Changes of bonds payable (not including the other financial instrument of preferred stock and perpetual
capital securities that classify as financial liability)
RMB/CNY
(3) Convertible conditions and time for shares transfer for the convertible bonds
(4) Other financial instruments classify as financial liability
Basic information of the outstanding preferred stock and perpetual capital securities at period-end
Changes of outstanding preferred stock and perpetual capital securities at period-end
RMB/CNY
Outstandin Period-beginning Current increased Current decreased Period-end
g financial
Amount Book value Amount Book value Amount Book value Amount Book value
instrument
Basis for financial liability classification for other financial instrument
Other explanation
39. Long-term account payable
RMB/CNY
259
深圳市深粮控股股份有限公司 2018 年年度报告全文
Item Ending balance Opening balance
Special account payable 15,690,202.08 15,626,357.76
Total 15,690,202.08 15,626,357.76
(1) Nature of long-term account payable
RMB/CNY
Item Ending balance Opening balance
Other explanation
(2) Special account payable
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance Causes
Depreciation fund 15,626,357.76 63,844.32 15,690,202.08
Note1
for grain deposits
Total 15,626,357.76 63,844.32 15,690,202.08 --
Other explanation
Note 1: The depreciation fund for grain deposits and interest from government investment
40. Long-term wages payable
(1) Long-term wages payable
RMB/CNY
Item Ending balance Opening balance
(2) Changes of defined benefit plans
Present value of the defined benefit plans:
RMB/CNY
Item Current Period Last Period
Scheme assets:
RMB/CNY
Item Current Period Last Period
Net liability (assets) of the defined benefit plans
RMB/CNY
Item Current Period Last Period
Content of defined benefit plans and relevant risks, impact on future cash flow of the Company as well as times and uncertainty:
260
深圳市深粮控股股份有限公司 2018 年年度报告全文
Major actuarial assumption and sensitivity analysis:
Other explanation
41. Accrual liability
RMB/CNY
Item Ending balance Opening balance Causes
Other explanation, including relevant important assumptions and estimation:
42. Deferred income
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance Causes
Government grant 99,879,427.55 5,100,000.00 4,949,770.34 100,029,657.21
See table below
with assets
for details
concerned
Government grant 1,595,095.71 1,016,549.91 578,545.80
See table below
with income
for details
concerned
Total 101,474,523.26 5,100,000.00 5,966,320.25 100,608,203.01 --
Item with government grants involved:
RMB/CNY
Amount
Amount Cost
New grants reckoned in Assets-
Opening reckoned in reduction Other Ending
Liability in the non- related/inc
balance other in the changes balance
Period operation ome related
income period
revenue
(1) Base of
further
processing 1,375,000. 1,100,000. Assets-
275,000.00
for tea and 00 00 related
nature
plants
(2)
Enterprise
technology
center is a 2,191,325. 1,987,301. Assets-
204,024.47
municipal 64 17 related
R&D
center.
Subsidies
261
深圳市深粮控股股份有限公司 2018 年年度报告全文
for
industrial
technologic
al
advanceme
nt
(3) Project
grants for
years for Assets-
441,538.48 129,230.76 312,307.72
agricultural related
district,
Xihu Zone
(4) Key
technology
research
and
developme
nt for the
preparation
Income
of high- 524,800.00 283,476.42 241,323.58
related
quality
aroma
extracts
based on
the use of
tea aroma
precursors
(5) Key
technology
research
and
developme
nt for the
preparation
Assets-
of high- 250,000.00 6,766.38 243,233.62
related
quality
aroma
extracts
based on
the use of
tea aroma
precursors
(6) 1,070,295. 733,073.49 337,222.22 Income
262
深圳市深粮控股股份有限公司 2018 年年度报告全文
Finance 71 related
Discount
(7)
Industrializ
ation of
2,280,582. 2,084,136. Assets-
direct 196,445.87
54 67 related
preparation
of instant
tea powder
(8) Subsidy
for
research
and
industrializ Assets-
167,256.22 14,245.01 153,011.21
ation of related
key
technology
of instant
tea powder
(9) Fund
for
Developme
nt of
Strategic
Emerging
Industries
in
Shenzhen
3,890,101. 3,538,892. Assets-
of plant 351,209.03
98 95 related
deep
processing
technology
engineerin
g in
Shenzhen
(SFG
[2013]
No.1601)
(10)
Constructio
Assets-
n amount 625,000.00 125,000.00 500,000.00
related
for 50 tons
for clearly
263
深圳市深粮控股股份有限公司 2018 年年度报告全文
processing
for
Mingyou
tea
(11)Subsid
y for tea
seeding of Assets-
47,239.24 1,109.28 46,129.96
New Tea related
Garden in
Wangkou
(12)
Subsidy for
supply
system Assets-
950,000.00 200,000.00 750,000.00
constructio related
n of
agricultural
products
(13) Grain
storage
project of
Dongguan 8,501,697. 8,242,417. Assets-
259,279.49
SZCG 32 83 related
Logistics
Co., Ltd. -
Storage A
(14)
Phase II of
grain
storage
project of 34,000,000 1,031,300. 32,968,699 Assets-
Dongguan .00 48 .52 related
SZCG
Logistics
Co., Ltd.-
Storage B
(15) Grain,
oil and
food
18,000,000 18,000,000 Assets-
headquarte
.00 .00 related
rs and
innovative
public
264
深圳市深粮控股股份有限公司 2018 年年度报告全文
service
platform of
Dongguan
SZCG
Logistics
Co., Ltd.
(16) Fund
for
intelligent
Upgrading
and
Renovation 5,100,000. 5,100,000. Assets-
of Grain 00 00 related
Depots in
"Grain
Safety
Project" in
2017
(17)
Constructio
n of
450000 ton
silos and
17,700,000 17,491,764 Assets-
60000 ton 208,235.29
.00 .71 related
film silos -
CDE
warehouse.
Gas storage
bin
(18)
Special
fund for
agricultural
developme
nt in
Shenzhen - Assets-
240,000.00 240,000.00
subsidy for related
agricultural
product
quality and
safety
testing
capacity-
265
深圳市深粮控股股份有限公司 2018 年年度报告全文
building
project
(19)
Special
fund for
agricultural
developme
nt of 2016-
agricultural
product
safety
Assets-
testing 656,000.00 164,000.00 492,000.00
related
project-
capacity
building of
the third
party
inspection
institution
expansion
evaluation
(20)
Agricultura
l product
safety
testing
project of
the special 1,368,000. 1,026,000. Assets-
342,000.00
fund for 00 00 related
agricultural
developme
nt of 2016
- Central
investment
fund
(21)
Constructio
n of O2O
community 1,827,987. 1,789,411. Assets-
38,576.04
sales 24 20 related
service
system for
high
266
深圳市深粮控股股份有限公司 2018 年年度报告全文
quality
grain and
oil based
on B2C E-
commerce
platform
(22)
Industrializ
ation of 3,712,698. 2,813,684. Assets-
899,014.88
Doximi E- 89 01 related
commerce
platform
(23)
Commercia
l
circulation
Assets-
developme 655,000.00 131,000.00 524,000.00
related
nt project
funding for
year of
2017
(24)
Intelligent
manageme
nt of grain 1,000,000. Assets-
133,333.36 866,666.64
depot 00 related
based on
mobile
internet
101,474,52 5,100,000. 5,233,246. 733,073.49 100,608,20
3.26 00 76 3.01
Other explanation
The amount in the current profit and loss of the current period included other income of 5,233,246.76 yuan, offsetting the financial
charge - interest expense of 733,073.49 yuan.
Subsidiary of the Company Dongguan Logistics received a special funds plan for intelligent upgrading and renovation of grain depot
of “grain safety project” in 2017 and performance goal subsidy amounted to 5.1 million yuan. The amount are not amortized due to the
system are not yet completed in the period
267
深圳市深粮控股股份有限公司 2018 年年度报告全文
43. Other non-current liability
RMB/CNY
Item Ending balance Opening balance
Other explanation
44. Share capital
RMB/CNY
Increased (decreased) in this year +,-
Shares
Opening Ending
New shares converted
balance Bonus shares Other Subtotal balance
issued from public
reserve
496,782,303. 655,752,951. 655,752,951. 1,152,535,25
Total shares
00 00 00 4.00
Other explanation
According to the resolution of the 15th meeting of the Ninth Session of Board of Directors of the Company on March 23, 2018, the
resolution of the 17th meeting of the Ninth Session of Board of Directors on June 8, 2018, and the resolution of the first extraordinary
general meeting of the Company in 2018 on June 27, 2018, and the resolution of the 22nd meeting of the Ninth Session of Board of
Directors on September 6, 2018, and approved by the Reply to the Approval for Shenzhen Shenbao Industrial Co., Ltd. to Issue Shares
to Shenzhen Fude State-owned Capital Operation Co., Ltd. to Purchase Assets CJXK [2018] No. 1610 from China Securities
Regulatory Commission, the Company issued 655,752,951 shares of the restricted common stock to Fude Capital so as to acquire its
100% equity of SZCG, and the nominal value of the newly issued shares was RMB 1.00 per share, the issue price per share was RMB
8.96. After the issuance, the share capital of the Company was changed to RMB 1,152,535,254.00.
45. Other equity instrument
(1)Basic information of the outstanding preferred stock and perpetual capital securities at period-end
(2) Changes of outstanding preferred stock and perpetual capital securities at period-end
RMB/CNY
Outstandin Period-beginning Current increased Current decreased Period-end
g financial
Amount Book value Amount Book value Amount Book value Amount Book value
instrument
Changes of other equity instrument, change reasons and relevant accounting treatment basis:
Other explanation
268
深圳市深粮控股股份有限公司 2018 年年度报告全文
46. Capital reserves
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance
Capital premium
(Share capital 2,054,313,934.84 5,219,793,489.96 5,860,111,077.30 1,413,996,347.50
premium)
Other capital reserve 8,850,767.28 45,614.58 8,896,381.86
Total 2,063,164,702.12 5,219,839,104.54 5,860,111,077.30 1,422,892,729.36
Other instructions, including changes in the current period, reasons for the change:
1. Capital premium (share premium) The increase in the current period was the
655,752,951 shares of the restricted common stock issued to Shenzhen Fude State-owned Capital Operation Co., Ltd. to acquire its
100% equity of SZCG, the nominal value of the newly issued shares was RMB 1.00 per share, the issue price per share was RMB 8.96.
The difference between the issue price per share and the face value was included in the share premium; the decrease in the current
period was because the enterprise under the same control merged the wholly-owned subsidiary SZCG.
2. The increase in other capital reserves in the current period was mainly because Shenzhen Nongdimei Investment Management Co.,
Ltd. exempted all interest and penalty interest under the 5,250,000.00 yuan claim of Shenshenbao Tea Culture, a subsidiary of the
Company, involving an exemption amount of RMB 45,614.58.
47.Treasury stock
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance
Other explanation, including changes and reasons for changes:
48. Other comprehensive income
RMB/CNY
Current Period
Less: written
in other
comprehensive
Account income in
Opening Belong to Belong to Ending
Item before previous Less :
balance parent minority balance
period and income tax
income tax company shareholders
carried expense
after tax after tax
in the year forward to
gains and
losses in
current period
Other explanation, including the active part of the hedging gains/losses of cash flow transfer to initial recognization adjustment for
the arbitraged items:
269
深圳市深粮控股股份有限公司 2018 年年度报告全文
49. Reasonable reserve
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance
Production safety fee 70,395.63 846,741.24 916,982.66 154.21
Total 70,395.63 846,741.24 916,982.66 154.21
Other explanation, including changes and reasons for changes:
50. Surplus reserves
RMB/CNY
Item Opening balance Current increased Current decreased Ending balance
Statutory surplus
327,140,910.28 327,140,910.28
reserves
Total 327,140,910.28 327,140,910.28
Other explanation, including changes and reasons for changes:
Nil
51. Retained profit
RMB/CNY
Item Current period Last period
Retained profit at the end of the previous year
961,602,454.82 503,877,419.19
before adjustment
Total retained profit at the beginning of the
961,602,454.82 503,877,419.19
previous year before adjustment
Add: net profit attributable to shareholder of
308,331,032.44 359,174,263.44
parent company
Common Stock dividends payable (128,599,604.22)
Add: Others 227,150,376.41
Retained profit at period-end 1,269,933,487.26 961,602,454.82
Details about adjusting the retained profits at the beginning of the period:
1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the retained
profits at the beginning of the period amounting to 0 Yuan.
2) The changes in accounting policies affect the retained profits at the beginning of the period amounting to 0 Yuan.
3) The major accounting error correction affects the retained profits at the beginning of the period amounting to 0 Yuan
4) Merge scope changes caused by the same control affect the retained profits at the beginning of the period amounting to Yuan.
5) Other adjustments affect the retained profits at the beginning of the period amounting to 0 Yuan
270
深圳市深粮控股股份有限公司 2018 年年度报告全文
52. Operating income and operating cost
RMB/CNY
Current Period Last Period
Item
Income Cost Income Cost
Main business 10,747,576,698.29 9,686,779,830.78 10,787,535,959.58 9,842,943,493.15
Other business 11,206,139.85 6,854,443.43 6,157,197.21 4,403,705.50
Total 10,758,782,838.14 9,693,634,274.21 10,793,693,156.79 9,847,347,198.65
53. Tax and surcharges
RMB/CNY
Item Current Period Last Period
Urban maintenance and construction tax 2,165,312.82 1,683,109.99
Educational surtax 1,629,329.96 1,256,505.73
Property tax 8,050,618.18 7,921,136.10
Land use tax 2,524,108.37 2,825,504.21
Stamp tax 959,970.44 1,230,617.22
Other 40,183.75 127,261.71
Total 15,369,523.52 15,044,134.96
Other explanation
Nil
54. Sales expenses
RMB/CNY
Item Current Period Last Period
Labor and social security benefits 64,382,900.10 63,469,840.24
Rental 8,600,847.41 14,320,121.12
Utilities and office expenses 4,423,846.48 5,756,170.62
After-sale services 5,381,877.15 7,324,378.18
Logistics transportation fee 60,230,906.69 64,964,942.16
Travel expenses 3,385,483.21 2,683,069.45
Equivalent loss for low value perishable
7,201,541.87 7,887,133.24
goods
Depreciation and amortization of long-
11,154,844.42 11,094,475.80
term assets
271
深圳市深粮控股股份有限公司 2018 年年度报告全文
Business hospitality 1,575,490.94 2,174,720.93
Advertisement charge 547,154.17 1,342,122.12
Sales commission 3,323,497.22 143,530.31
Port terminal charges 69,833,224.80 75,823,886.10
Property insurance premium 1,070,556.38 571,307.80
Other 13,908,901.70 17,469,330.81
Total 255,021,072.54 275,025,028.88
Other explanation
Nil
55. Administration expenses
RMB/CNY
Item Current Period Last Period
Labor and social security benefits 150,406,024.19 123,481,675.10
Communication fee 1,570,816.01 1,812,464.25
Vehicle usage fee 2,306,678.91 2,943,286.58
Low-value consumables 481,089.89 233,764.48
Repair cost 823,967.71 888,476.18
Depreciation and amortization of long-
32,279,753.91 25,916,762.95
term assets
Travel expenses 3,200,086.74 2,926,642.86
Business hospitality 3,338,547.23 3,504,046.80
Office expenses 7,879,468.54 4,365,615.28
Rental 2,142,501.24 2,457,513.00
Intermediary fees 14,370,730.10 9,633,452.02
Relocation and shutdown costs 4,908,709.05
Other 22,835,462.95 14,972,322.77
Total 246,543,836.47 193,136,022.27
Other explanation
Nil
56. R&D expenses
RMB/CNY
Item Current Period Last Period
Labor and social security benefits 8,050,749.76 5,984,184.93
272
深圳市深粮控股股份有限公司 2018 年年度报告全文
Depreciation cost 1,369,522.27 1,612,761.29
Office expenses 778,680.36 55,978.70
Travel expenses 212,282.20 178,096.03
Logistics consumption 95,614.49 67,205.66
Intermediary fees 527,105.99
Maintenance and inspection fee 92,759.15 219,619.34
Other 379,856.41 1,182,755.82
Total 10,979,464.64 9,827,707.76
Other explanation
Nil
57. Financial expenses
RMB/CNY
Item Current Period Last Period
Interest expenditure 20,410,885.62 8,569,062.23
Less: Interest income 8,364,388.05 9,080,593.99
Exchange loss -2,516,157.85 -4,151,068.77
Bank commission charge 600,973.53 1,327,073.22
Other
Total 10,131,313.25 -3,335,527.31
Other explanation
Financial expenses in the period increased 13,466,840.56 yuan over that of lasts period with 403.74 percent up,
mainly because subsidiary Dongguan Logistics increase the loans for engineering requirement.
58. Asset impairment loss
RMB/CNY
Item Current Period Last Period
I. Bad debt losses 17,933,622.38 8,361,980.13
II. Inventory falling price loss 173,498,864.92 93,324,340.40
VII. Impairment loss of fixed assets 4,482,037.94
XII. Impairment loss of intangible assets 3,721,498.27 2,999,843.89
XIII. Impairment loss of goodwill 673,940.32
Total 199,636,023.51 105,360,104.74
Other explanation
273
深圳市深粮控股股份有限公司 2018 年年度报告全文
Asset impairment loss in the period increased 94,275,918.77 yuan over that of lasts period with 89.48 percent up,
mainly because the inventory Falling price reserves accrual in the period increased.
59. Other income
RMB/CNY
Income sources Current Period Last Period
Amortization of deferred income 4,949,770.34 3,436,655.59
Amortization of deferred income 283,476.42 25,200.00
Special funds supporting project for the
independent innovation industry
development in Nanshan District 200,000.00 200,000.00
(funding for modern agricultural
development)
Industrial development subsidy for Xihu
80,000.00 150,000.00
Longjing Tea
Subsidy for Zhejiang Tea Industry
Technology Project (demonstration and
promotion of green prevention and
150,000.00
control of longjing tea in Xihu and
production technology of weight
reduction and drug reduction)
Leading funds for industrial
425,763.00
development
Employment subsidy 201,886.98
Projects to support leading agricultural
300,000.00 5,133.68
enterprise in capacity improvement
Special fund for industrial development
in Futian District (annual quarterly
growth supporting- headquarters 2,749,600.00
recognition and operation supporting -
E-commerce sales operation supporting)
Incentive plan for the scale of E-
commerce trading platform for year of 1,000,000.00
2017
Steady post subsidy 96,450.23 131,661.86
Supporting funds for energy saving and
emission reduction for voluntary cleaner 150,000.00
production projects
Certification award of the provincial 100,000.00
274
深圳市深粮控股股份有限公司 2018 年年度报告全文
enterprise technology center of 2016
from Wuyuan ICC
Special funds for the development of
717,000.00
service industry in E-commerce
Special funds supporting project for the
independent innovation industry
200,000.00
development in Nanshan District- funds
for the economic development
Special fund for maintenance of the
construction of food emergency system
100,000.00
(capacity construction of grain quality
inspection) from CEIT
Other 464,911.16 156,000.00
Total 10,901,858.13 5,371,651.13
60. Investment income
RMB/CNY
Item Current Period Last Period
Long-term equity investment gains
-1,755,504.74 -490,760.14
recognized under equity method
Investment income from disposal of long-
800,000.00
term equity investment
Earnings from financing products 3,029,857.89 2,706,034.95
Other 450,000.00
Total 1,724,353.15 3,015,274.81
Other explanation
Note: Other investment income refers to the performance compensation of 450,000.00 yuan paid by minority
shareholders of affiliated enterprise Guangzhou Shenbao Mendao Tea Co., Ltd.
61. Changing income of fair value
RMB/CNY
Income resources Current Period Last Period
Financial assets measured by fair value
and with its variation reckoned into -474,740.24 -1,651,270.40
current gain/loss
Total -474,740.24 -1,651,270.40
Other explanation
Nil
275
深圳市深粮控股股份有限公司 2018 年年度报告全文
62. Asset disposal income
RMB/CNY
Source of asset disposal income Current Period Last Period
Profit or loss for the disposal of fixed
1,601,802.27 -22,935.33
assets
63. Non-operating income
RMB/CNY
Amount included in the
Item Current Period Last Period current non-recurring profit
and loss
Donation accepted 1,240,000.00
Government grants without
5,000.00 105,133.68 5,000.00
daily activity concerned
Compensation fro breach of
431,861.50 120,300.00 431,861.50
contract
Other 953,573.34 9,917,309.31 953,573.34
1,390,434.84
Total 1,390,434.84 11,382,742.99
Government grants reckoned into current gains/losses:
RMB/CNY
Whether
the impact
of
Whether Assets
Issuing Issuing Property subsidies Amount of Amount of
Grants special related/Inc
subject cause type on the this period last period
subsidies ome related
current
profit and
loss
Other explanation
Non-operating income has 9,992,308.15 yuan declined over that of last period with 87.78 percent down, mainly
because claims of 8,200,000.00 yuan received last period for subsidiary closed for liquidation
64. Non-operating expenditure
RMB/CNY
Amount included in the
Item Current Period Last Period
current non-recurring profit
276
深圳市深粮控股股份有限公司 2018 年年度报告全文
and loss
External donations 99,485.68 2,580,210.27 99,485.68
Loss of scrap from non-
393,959.39 139,848.40 393,959.39
current assets
Fine expenditure (and
1,071.89 3,850.00 1,071.89
liquidated damages)
Tax delay charge 23,243.76 140,138.96 23,243.76
Compensation 2,257,706.50 4,186,199.54 2,257,706.50
Other 490,981.21 631,651.01 490,981.21
Total 3,266,448.43 7,681,898.18 3,266,448.43
Other explanation
Non-operating expenditure has 4,415,449.75 yuan declined over that of last period with 57.48 percent down,
mainly because compensation paid in the period declined.
65.Income tax expense
(1) Statement of income tax expenses
RMB/CNY
Item Current Period Last Period
15,461,101.10
Current income tax expenses 17,979,927.26
Deferred income tax expenses 3,027,764.24 -7,153,523.58
Total 18,488,865.34 10,826,403.68
(2) Adjustment process of accounting profit and income tax expenses
RMB/CNY
Item Current Period
Total profit 339,344,589.72
Income tax expenses calculated by statutory tax rate 84,836,147.43
Impact from different tax rate apply with the subsidiary -1,891,579.89
Impact from previous income tax adjusted 1,660,845.67
Impact of non-taxable income -137,966,143.31
35,960,373.72
Impact on cost, expenses and losses that unable to deducted
Effect of deductible losses of deferred tax assets unconfirmed at -1,289,340.25
277
深圳市深粮控股股份有限公司 2018 年年度报告全文
the earlier stage of use
Impact on deductible temporary differences or losses
deductible which was un-recognized as deferred income tax 37,178,561.97
assets
income tax expenses 18,488,865.34
Other explanation
Nil
66. Other comprehensive income
Found more in annotations
67. Annotation of cash flow statement
(1) Cash received with other operating activities concerned
RMB/CNY
Item Current Period Last Period
Intercourse funds and deposit 129,048,838.74 171,613,144.84
Government grants 10,773,611.37 7,514,980.36
Interest income 7,802,888.05 8,736,862.48
Other 1,445,214.16 1,418,497.30
Total 149,070,552.32 189,283,484.98
Note of cash received with other operating activities concerned:
Nil
(2) Cash paid with other operating activities concerned
RMB/CNY
Item Current Period Last Period
Intercourse funds and deposit 94,186,178.56 38,539,679.43
Operational daily expenses 213,908,218.92 259,271,280.27
Other 2,872,489.04 2,309,290.00
Total 310,966,886.52 300,120,249.70
Note of cash paid with other operating activities concerned:
Nil
(3) Cash received with other investment activities concerned
RMB/CNY
278
深圳市深粮控股股份有限公司 2018 年年度报告全文
Item Current Period Last Period
Performance compensation 450,000.00
Total 450,000.00
Note of cash received with other investment activities concerned
Nil
(4) Cash paid related with investment activities
RMB/CNY
Item Current Period Last Period
Note of cash paid related with investment activities
Nil
(5) Cash received with other financing activities concerned
RMB/CNY
Item Current Period Last Period
Loans 10,000,000.00
Total 10,000,000.00
Note of cash received with other financing activities concerned
Nil
(6) Cash paid related with financing activities
RMB/CNY
Item Current Period Last Period
Fund borrowing from related party 3,800,000.00
Relevant expenses for bonus paid 97,916.29
Total 3,897,916.29
Note of cash paid related with financing activities:
Nil
68. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
RMB/CNY
Item Current period Last period
1. Net profit adjusted to cash flow of -- --
279
深圳市深粮控股股份有限公司 2018 年年度报告全文
operation activities:
Net profit 320,855,724.38 350,875,648.18
Add: Impairment provision for assets 199,636,023.51 105,360,104.74
Depreciation of fixed assets, consumption
of oil assets and depreciation of productive 79,619,849.04 72,225,381.71
biology assets
Amortization of intangible assets 18,007,582.56 13,765,799.33
Amortization of long-term pending
6,742,417.85 8,524,320.63
expenses
Loss from disposal of fixed assets,
intangible assets and other long-term -1,601,802.27 22,935.33
assets (income is listed with “-”)
Losses on scrapping of fixed assets
393,959.39 139,848.40
(income is listed with “-“)
Loss from change of fair value (income is
474,740.24 1,651,270.40
listed with “-“)
Financial expenses (income is listed with
18,627,801.26 3,849,889.09
“-”)
Investment loss (income is listed with “-”) -1,724,353.15 -3,015,274.81
Decrease of deferred income tax assets
3,560,166.42 -6,453,503.83
(increase is listed with “-”)
Decrease of deferred income tax
-532,402.18 -700,019.75
asset( (increase is listed with “-”)
Decrease of inventory (increase is listed
-46,833,652.80 -464,147,408.66
with “-”)
Decrease of operating receivable accounts
-308,973,425.11 -90,591,903.90
(increase is listed with “-”)
Increase of operating payable accounts 10,851,006.44
25,551,605.02
(decrease is listed with “-”)
Net cash flow arising from operating
299,103,635.58 17,058,691.88
activities
2. Material investment and financing not
-- --
involved in cash flow
3. Net change of cash and cash
-- --
equivalents:
Balance of cash at period end 631,638,339.68 544,440,739.45
Less: Balance of cash at year-begin 544,440,739.45 759,577,580.52
Net increasing of cash and cash 87,197,600.23 -215,136,841.07
280
深圳市深粮控股股份有限公司 2018 年年度报告全文
equivalents
(2) Net cash paid for obtaining subsidiary in the Period
RMB/CNY
Amount
Including: --
Including: --
Including: --
Other explanation
Nil
(3) Net cash received by disposing subsidiary in the Period
RMB/CNY
Amount
Including: --
Including: --
Including: --
Other explanation
Nil
(4) Constitution of cash and cash equivalent
RMB/CNY
Item Ending balance Opening balance
Ⅰ. Cash 631,638,339.68 544,440,739.45
Including:Cash on hand 282,322.45 555,961.15
Bank deposit available for payment
631,190,032.12 543,565,898.62
at any time
Other monetary fund available for
165,985.11 318,879.68
payment at any time
Ⅲ. Balance of cash and cash equivalent at
631,638,339.68 544,440,739.45
period-end
Other explanation
Nil
281
深圳市深粮控股股份有限公司 2018 年年度报告全文
69. Notes of changes of owners’ equity
Explain the name and adjusted amount in “Other” at end of last period:
Nil
70. Assets with ownership or use right restricted
RMB/CNY
Item Ending book value Reasons for restriction
According to the long-term loan
mortgage contract signed by Dongguan
Logistics, a subsidiary of the Company,
and Agricultural Development Bank,
Dongguan Logistics mortgaged the land
(DFGY (2014) DT No. 6) of No. 32,
Intangible assets 47,406,749.48
Jianshe Road, Masan Village, Machong
Town, Dongguan City and the grain
storage and terminal facilities to be built
and other buildings and structures on the
ground to Agricultural Development
Bank as collateral for the loan.
According to the long-term loan
mortgage contract signed by Dongguan
Logistics, a subsidiary of the Company,
and Agricultural Development Bank,
Dongguan Logistics mortgaged the land
(DFGY (2014) DT No. 6) of No. 32,
Fix assets 377,777,105.09
Jianshe Road, Masan Village, Machong
Town, Dongguan City and the grain
storage and terminal facilities to be built
and other buildings and structures on the
ground to Agricultural Development
Bank as collateral for the loan.
According to the long-term loan
mortgage contract signed by Dongguan
Logistics, a subsidiary of the Company,
and Agricultural Development Bank,
Dongguan Logistics mortgaged the land
Construction in progress 39,276,418.03
(DFGY (2014) DT No. 6) of No. 32,
Jianshe Road, Masan Village, Machong
Town, Dongguan City and the grain
storage and terminal facilities to be built
and other buildings and structures on the
282
深圳市深粮控股股份有限公司 2018 年年度报告全文
ground to Agricultural Development
Bank as collateral for the loan.
According to the loan contract of
“Guangdong DG 2017 NGDZ No. 006”
signed by Dongguan Food Industry Park,
a subsidiary of the Company, and Bank of
Communications Guangdong Branch,
Intangible assets 36,339,192.71
Dongguan Food Industry Park mortgaged
its two pieces of lands (DFGY (2009) DT
No. 190) and (DFGY (2012) DT No. 152)
to Bank of Communications Guangdong
Branch as collaterals for the borrowing.
Total 500,799,465.31 --
Other explanation
Nil
71. Foreign currency monetary items
(1) Foreign currency monetary items
RMB/CNY
Ending foreign currency Ending RMB balance
Item Convert rate
balance converted
Monetary fund -- --
Including:USD 1,457,449.54 6.8632 10,002,767.68
EURO
HKD 248,629.03 0.8762 217,848.76
Account receivable -- --
Including:USD 213,994.44 6.8632 1,468,686.64
EURO
HKD 1,502,845.97 0.8762 1,316,793.64
Long-term loans -- --
Including:USD
EURO
HKD
Other explanation
283
深圳市深粮控股股份有限公司 2018 年年度报告全文
Nil
(2) Explanation on foreign operational entity, including as for the major foreign operational entity, disclosed
main operation place, book-keeping currency and basis for selection; if the book-keeping currency changed,
explain reasons
□Applicable √Not applicable
72. Hedging
Disclosed hedging items and relevant hedging instrument based on hedging’s category, disclosed qualitative and quantitative
information for the arbitrage risks:
Nil
73. Government grants
(1) Government grants
RMB/CNY
Amount booked in current
Category Amount Item
gain/loss
Base of further processing for Deferred income
1,375,000.00 275,000.00
tea and nature plants
Enterprise technology center Deferred income
is a municipal R&D center.
2,191,325.64 204,024.47
Subsidies for industrial
technological advancement
Project grants for years for Deferred income
agricultural district, Xihu 441,538.48 129,230.76
Zone
Key technology research and Deferred income
development for the
preparation of high-quality 524,800.00 283,476.42
aroma extracts based on the
use of tea aroma precursors
Key technology research and Deferred income
development for the
preparation of high-quality 250,000.00 6,766.38
aroma extracts based on the
use of tea aroma precursors
Finance Discount 1,070,295.71 Deferred income
284
深圳市深粮控股股份有限公司 2018 年年度报告全文
Industrialization of direct Deferred income
preparation of instant tea 2,280,582.54 196,445.87
powder
Subsidy for research and Deferred income
industrialization of key
167,256.22 14,245.01
technology of instant tea
powder
Fund for Development of Deferred income
Strategic Emerging Industries
in Shenzhen of plant deep
3,890,101.98 351,209.03
processing technology
engineering in Shenzhen
(SFG [2013] No.1601)
Construction amount for 50 Deferred income
tons for clearly processing for 625,000.00 125,000.00
Mingyou tea
Subsidy for tea seeding of Deferred income
47,239.24 1,109.28
New Tea Garden in Wangkou
(12) Subsidy for supply Deferred income
system construction of 950,000.00 200,000.00
agricultural products
Grain storage project of Deferred income
Dongguan SZCG Logistics 8,501,697.32 259,279.49
Co., Ltd. - Storage A
Phase II of grain storage Deferred income
project of Dongguan SZCG 34,000,000.00 1,031,300.48
Logistics Co., Ltd.- Storage B
Grain, oil and food Deferred income
headquarters and innovative
public service platform of 18,000,000.00
Dongguan SZCG Logistics
Co., Ltd.
Fund for intelligent Deferred income
Upgrading and Renovation of
5,100,000.00
Grain Depots in "Grain
Safety Project" in 2017
Construction of 450000 ton Deferred income
silos and 60000 ton film silos
17,700,000.00 208,235.29
-CDE warehouse. Gas storage
bin
Special fund for agricultural 240,000.00 Deferred income 240,000.00
285
深圳市深粮控股股份有限公司 2018 年年度报告全文
development in Shenzhen -
subsidy for agricultural
product quality and safety
testing capacity-building
project
Special fund for agricultural Deferred income
development of 2016-
agricultural product safety
testing project- capacity 656,000.00 164,000.00
building of the third party
inspection institution
expansion evaluation
Agricultural product safety Deferred income
testing project of the special
fund for agricultural 1,368,000.00 342,000.00
development of 2016 -
Central investment fund
Construction of O2O Deferred income
community sales service
system for high quality grain 1,827,987.24 38,576.04
and oil based on B2C E-
commerce platform
Industrialization of Doximi Deferred income
3,712,698.89 899,014.88
E-commerce platform
Commercial circulation Deferred income
development project funding 655,000.00 131,000.00
for year of 2017
Intelligent management of Deferred income
grain depot based on mobile 1,000,000.00 133,333.36
internet
Special funds supporting Other income
project for the independent
innovation industry
200,000.00 200,000.00
development in Nanshan
District (funding for modern
agricultural development)
Industrial development Other income
subsidy for Xihu Longjing 80,000.00 80,000.00
Tea
Subsidy for Zhejiang Tea Other income
Industry Technology Project 150,000.00 150,000.00
(demonstration and
286
深圳市深粮控股股份有限公司 2018 年年度报告全文
promotion of green
prevention and control of
longjing tea in Xihu and
production technology of
weight reduction and drug
reduction)
Leading funds for industrial Other income
425,763.00 425,763.00
development
Employment subsidy 201,886.98 Other income 201,886.98
Projects to support leading Other income
agricultural enterprise in 300,000.00 300,000.00
capacity improvement
Special fund for industrial Other income
development in Futian
District (annual quarterly
growth supporting-
2,749,600.00 2,749,600.00
headquarters recognition and
operation supporting - E-
commerce sales operation
supporting)
Incentive plan for the scale of Other income
E-commerce trading platform 1,000,000.00 1,000,000.00
for year of 2017
Steady post subsidy 96,450.23 Other income 96,450.23
Other 464,911.16 Other income 464,911.16
Granary Zero Distance Non-operating income
5000.00 5000.00
Activity Subsidy Income
Total 112,248,134.63 10,906,858.13
(2) Government subsidy rebate
□Applicable √Not applicable
Other explanation
Nil
74. Other
Nil
287
深圳市深粮控股股份有限公司 2018 年年度报告全文
VIII. Changes of consolidation range
1. Enterprise merger not under the same control
(1) Enterprise merger not under the same control
RMB/CNY
Income of Net profit
Standard to
Acquired acquiree of acquiree
Time point Cost of Ratio of determine
way Equity Purchasing from from
Acquiree for equity equity equity the
obtained date purchasing purchasing
obtained obtained obtained purchasing
way date to date to
date
period-end period-end
Other explanation
(2) Combination cost and goodwill
RMB/CNY
Combination cost
Determination method for fair value of the combination cost and contingent consideration and changes:
Main reasons for large goodwill resulted:
Other explanation
(3)Identifiable assets and liability on purchasing date under the acquiree
RMB/CNY
Fair value on purchasing date Book value on purchasing date
Determination method for fair value of the identifiable assets and liabilities:
Contingent liability of the acquiree bear during combination:
Other explanation
(4) Gains or losses arising from re-measured by fair value for the equity held before purchasing date
Whether it is a business combination realized by two or more transactions of exchange and a transaction of obtained control rights in
the Period or not
□Yes √No
288
深圳市深粮控股股份有限公司 2018 年年度报告全文
(5) On purchasing date or period-end of the combination, combination consideration or fair value of
identifiable assets and liability for the acquiree are un-able to confirm rationally
(6) Other explanation
2. Enterprise combined under the same control
(1) Enterprise combined under the same control in the Period
RMB/CNY
Net profit of
Income of the
the
combined Net profit of
Equity combined
Basis of Standard to party from Income of the the
ratio party from
combine determine period-begin combined party combined
Acquir obtained Combinati period-begin
d under the of during the party during
ee in on date of
the same combination combination comparison the
combinati combination
control date to the period comparison
on to the
combination period
combination
date
date
Controll
See other
ed by the
2018-10- instructions 7,746,037,670. 374,880,023. 10,477,930,448 413,268,399.
SZCG 100.00% same
31 below. 53 05 .44 67
controlle
r
Other explanation
(1) The gist that the transaction constitutes the business combination under the same control and the basis for the determination of the
date of combination
According to the resolutions of the fifteenth meeting of the ninth session of the board of directors, the seventeenth meeting of the ninth
board of directors, the twenty-second meeting of the ninth board of directors of the Company and the resolution of the first extraordinary
general meeting of 2018, the Company purchased 100% equity of SZCG held by Fude Capital by issuing shares to it (the number of
shares issued was 655,752,951 shares and the issue price was RMB 8.96 per share). Prior to this transaction, Fude Capital was the
controlling shareholder of the Company and SZCG, and the actual controller of the Company and SZCG was the State-owned Assets
Supervision and Administration Commission of Shenzhen Municipal People’s Government (hereinafter referred to as “Shenzhen
SASAC”). Therefore, this transaction constituted a business combination under the same control.
On June 14, 2018, Shenzhen State-owned Assets Supervision and Administration Commission approved and agreed the Company’s
issuance of shares to purchase 100% equity of SZCG. On October 15, 2018, the Company received the Reply to the Approval for
Shenzhen Shenbao Industrial Co., Ltd. to Issue Shares to Shenzhen Fude State-owned Capital Operation Co., Ltd. to Purchase Assets
CJXK [2018] No. 1610 from China Securities Regulatory Commission, agreed the Company to acquire 100.00% equity of SZCG held
by Fude Capital. On October 18, 2018, 100% equity of SZCG completed the transfer procedures and related industrial and commercial
change registration, at the same time, according to the transition period defined in the “Agreement on the Issuance of Shares to
Purchase Assets” signed by the Company and Fude Capital, if the asset settlement day was after the 15 th day of the calendar day
(excluding the 15th day), the base date of the transition period would be the last day of the month in which the settlement day is located,
289
深圳市深粮控股股份有限公司 2018 年年度报告全文
so the date of combination was determined to be October 31, 2018.
(2)Combination cost
RMB/CNY
Combination cost
--Face value of the equity securities issued 655,752,951.00
Explanation on contingent consideration and its changes:
(1) Other explanation
According to the evaluation report of CEAPBZ (2018) No. 3558 issued by Beijing China Enterprise Appraisals Co.,
Ltd., the evaluation base date of 100% equity of SZCG was September 30, 2017, and the assessed value of net assets
of SZCG as of the evaluation base date was RMB 5,875,546,441.66, as agreed by both parties, the transaction price
of the underlying assets was RMB 5,875,546,440.96. The Company issued 655,752,951.00 shares, and the issue
price per share was RMB 8.96. Premium of Equity Securities Issued was RMB 5,219,793,489.96.
Other explanation
(3) Assets and liability of the combined party on combination date
RMB/CNY
On purchasing date At end of last period
Assets: 5,310,332,674.24 4,840,641,503.76
Monetary fund 600,553,591.10 288,479,089.04
Account receivable 206,050,714.46 117,193,674.60
Inventory 2,683,227,764.79 2,783,161,703.37
Fix assets 711,961,434.07 732,143,993.78
Intangible assets 370,256,397.21 219,674,825.10
Accounts paid in advance 40,012,538.83 33,240,102.96
Other account receivable 49,419,662.13 22,314,871.24
Other current assets 93,208,387.32 170,334,054.65
Long-term equity investment 67,666,579.60 30,506,541.89
Investment real estate 268,241,078.37 300,621,820.59
Construction in progress 162,969,025.13 70,601,059.58
Long-term expenses to be apportioned 13,077,987.49 16,679,524.99
Deferred income tax asset 42,720,013.74 48,210,182.26
Other non-current asset 967,500.00 500,000.00
Liability: 1,872,640,365.65 1,830,971,947.13
290
深圳市深粮控股股份有限公司 2018 年年度报告全文
Loan 159,800,000.00 159,800,000.00
Account payable 332,603,307.36 534,934,123.29
Accounts received in advance 285,807,551.08 175,518,986.59
Wage payable 77,107,216.24 103,760,977.72
Taxes payable 37,208,501.33 12,791,041.31
Other account payable 276,459,853.57 272,210,836.95
Non-current liabilities due within one
49,783,468.21 40,642,777.63
year
Other current liabilities 219,151,968.63 219,151,968.63
Long-term loans 320,730,897.34 195,647,403.88
Deferred income 86,542,499.92 88,821,434.54
Long-term account payable 15,457,410.48 15,416,306.67
Deferred income tax liabilities 11,987,691.49 12,276,089.92
Net assets 3,437,692,308.59 3,009,669,556.63
Less:minority’s equity 146,277,271.77 107,829,368.11
Net assets obtained 3,291,415,036.82 2,901,840,188.52
Contingent liability of the combined party bear during combination:
Other explanation
3. Reverse purchase
Basic transaction information, basis of counter purchase, whether making up business due to the assets and liability reserved by listed
company and basis, determination of combination cost, amount and calculation on adjusted equity by equity transaction
4. Disposal Subsidiary
Whether there is a subsidiary disposal on one time, which is loss control of rights
□Yes √No
Whether there is a subsidiary disposal by steps through multiple trading and loss control of rights in the period
□Yes √No
5. Other reasons for consolidation range changed
Consolidation scope changes caused by other reasons (eg, newly establish subsidiaries, liquidate subsidiaries, etc.) and the related
circumstances:
According to the Company’s wholly-owned subsidiary SZCG signed the “Master Agreement on Major Asset Restructuring of State-
owned Assets and Related Equity of Shenzhen Cereals Group Co., Ltd.” and the “Agreement on the Free Transfer of State-owned
Assets of Zhanjiang Haitian Aquatic Feed Co., Ltd.” with Fude Capital, in the current period, the Company transferred its 90% equity
of Zhanjiang Haitian Aquatic Feed Co., Ltd. to Fude Capital free of charge. After transfer, Zhanjiang Haitian Aquatic Feed Co., Ltd
will not included in consolidate scope any more.
291
深圳市深粮控股股份有限公司 2018 年年度报告全文
6. Other
IX. Equity in other entity
1. Equity in subsidiary
(1) Constitute of enterprise group
Main operation Registered Share-holding ratio
Subsidiary Business nature Acquired way
place place Directly Indirectly
Shenbao
Shenzhen Shenzhen Manufacturing 100.00% Establishment
Huacheng
Wuyuan Ju
Shangrao Shangrao Manufacturing 100.00% Establishment
Fang Yong
Shenbao
Huizhou Shenzhen Manufacturing 100.00% Establishment
Sanjing
Huizhou
Shenbao
Huizhou Huizhou Comprehensive 100.00% Establishment
Science &
Technology
Shenbao Property
Shenzhen Shenzhen 100.00% Establishment
Properties management
Shenbao
Wholesale
Industrial & Huizhou Shenzhen 100.00% Establishment
business
Trading
Hangzhou Ju
Hangzhou Hangzhou Comprehensive 100.00% Establishment
Fang Yong
Development,
Shenbao
consultant and
Technology Shenzhen Shenzhen 100.00% Establishment
transfer of
Center
technology
Tea planting,
Fuhaitang
Hangzhou Hangzhou production and 100.00% Acquisition
Ecological
sales
Chunshi Wholesale
Hangzhou Hangzhou 100.00% Establishment
Network business
Shenshenbao Investment
Shenzhen Shenzhen 100.00% Establishment
Investment management
Shenshenbao
Shenzhen Shenzhen Commerce 100.00% Establishment
Tea Culture
292
深圳市深粮控股股份有限公司 2018 年年度报告全文
Ju Fang Yong Wholesale
Hangzhou Hangzhou 60.00% Establishment
Trading business
Yunnan Supply Wholesale
Pu’er Pu’er 100.00% Establishment
Chain business
Huizhou Wholesale
Shenzhen Shenzhen 100.00% Establishment
Shenbao Food business
Shenbao Rock
Wuyishan Wuyishan Manufacturing 100.00% Establishment
Tea
Pu’er Tea Service
Pu’er Pu’er 55.00% Establishment
Trading Center industry
Shenbao Tea-
Shenzhen Shenzhen Commerce 100.00% Establishment
Shop
Fuhaitang
Hangzhou Hangzhou Catering 100.00% Establishment
Catering
Grain & oil
SZCG Shenzhen Shenzhen 100.00% Control
trading
Flour
Shenzhen Flour Shenzhen Shenzhen 100.00% Control
processing
Hualian Grain Grain & oil
Shenzhen Shenzhen 100.00% Control
& oil trading trading
Feed
Hainan Haitian Haikou Haikou 51.00% 49.00% Control
production
SZCG
Quality Shenzhen Shenzhen Inspection 100.00% Control
Inspection
SZCG Doximi Shenzhen Shenzhen E-commerce 100.00% Control
Fresh food
SZCG Cold-
Shenzhen Shenzhen management 100.00% Control
Chain Logistic
on-line
Sales and
SZCG Big processing of
Shenzhen Shenzhen 70.00% Control
Kitchen grain ,oil and
products
Real estate
SZCG Real
development
Estate Shenzhen Shenzhen 100.00% Control
and property
Development
management
Property
SZCG Property Shenzhen Shenzhen 100.00% Control
management
293
深圳市深粮控股股份有限公司 2018 年年度报告全文
SZCG Storage
Yingkou Yingkou Storage 100.00% Control
(Yingkou) )
Dongguan Storage,
Dongguan Dongguan 51.00% Control
Logistics logistics
Dongguan Port operation,
Food Industrial Dongguan Dongguan food 51.00% Control
Park production
Dongguan Food
Dongguan Dongguan 51.00% Control
Food Trade production
Dongguan Feed,
Dongguan Dongguan 51.00% Control
Golden biofertilizer
Construction of
food base and
Shuangyashan
development of
SZCG Shuangyashan Shuangyashan 51.00% Control
related
Zhongxin
complementary
facility
Construction of
food base and
Hongxinglong
development of
Nongken Shuangyashan Shuangyashan 51.00% Control
related
Industrial Park
complementary
facility
Explanation on share-holding ratio in subsidiary different from ratio of voting right:
Basis for controlling the invested entity with half or below voting rights held and without controlling invested entity but with over
half and over voting rights:
Major structured entity included in consolidate statement:
Basis of termination of agent or consignor:
Other explanation
(2) Important non-wholly-owned subsidiary
RMB/CNY
Gains/losses Dividend announced to
Share-holding ratio of Ending equity of
Subsidiary attributable to minority distribute for minority
minority minority
in the Period in the Period
Dongguan Logistics 49.00% 14,683,652.64 130,536,444.85
Explanation on holding ratio different from the voting right ratio for minority shareholders:
Other explanation
294
深圳市深粮控股股份有限公司 2018 年年度报告全文
(3) Main finance of the important non-wholly-owned subsidiary
RMB/CNY
Ending balance Opening balance
Curren Non- Curren Non-
Subsid Non- Total Non- Total
Curren Total t current Curren Total t current
iary current liabilit current liabilit
t assets assets liabilit liabilit t assets assets liabilit liabilit
assets y assets y
y y y y
Dongg
634,93 920,90 1,555, 679,02 610,42 1,289, 536,66 791,38 1,328, 855,48 286,12 1,141,
uan
8,480. 8,724. 847,20 5,611. 0,685. 446,29 1,737. 3,307. 045,04 5,584. 5,191. 610,77
Logisti
46 11 4.57 19 53 6.72 83 99 5.82 89 12 6.01
cs
RMB/CNY
Current Period Last Period
Total Cash flow Total Cash flow
Subsidiary Operating comprehen from Operating comprehen from
Net profit Net profit
income sive operation income sive operation
income activity income activity
-
Dongguan 2,067,066, 29,966,638 29,966,638 225,829,60 2,102,238, 11,063,614 11,063,614
287,996,90
Logistics 711.86 .04 .04 0.00 819.75 .89 .89
0.00
Other explanation
(4) Significant restrictions on the use of enterprise group assets and pay off debts of the enterprise group
(5) Financial or other supporting offers to the structured entity included in consolidated financial statement
range
Other explanation
2. Transaction that has owners equity shares changed in subsidiary but still with controlling rights
(1) Owners equity shares changed in subsidiary
(2) Impact on minority’s interest and owners’ equity attributable to parent company
RMB/CNY
Other explanation
295
深圳市深粮控股股份有限公司 2018 年年度报告全文
3. Equity in joint venture and associated enterprise
(1) Important joint venture or associated enterprise
Share-holding ratio Accounting
treatment on
Joint venture or
Main operation Registered investment for
Associated Business nature
place place Directly Indirectly joint venture
enterprise
and associated
enterprise
Zhuhai
Hengxing Feed Aquatic fee and
Zhuhai Zhuhai 40.00% Equity
Industrial Co., animal fee
Ltd.
Shenzhen
Duoxi Equity
Trusted equity
Investment
Shenzhen Shenzhen investment 35.00% Equity
Fund
fund
Management
Co., Ltd.
Design for
Shenzhen information
Shenyuan Data Shenzhen Shenzhen system, 40.00% Equity
Tech. Co., Ltd software
development
SZCG
Intelligent
Wulian Equity
Equity
Investment
investment;
Fund Shenzhen Shenzhen 49.02% Equity
investment
(Shenzhen)
consultant
Partnership
Enterprise
(Limited)
Changzhou
Shenbao
Chacang E- Changzhou Changzhou Manufacturing 33.00% Equity
commence Co.,
Ltd.
Huizhou
Shenbao Huizhou Huizhou Manufacturing 51.00% Equity
Manan
296
深圳市深粮控股股份有限公司 2018 年年度报告全文
Biotechnology
Co., Ltd
Shenzhen
Shichumingme
n Restaurant Shenzhen Shenzhen Catering 51.00% Equity
Management
Co., Ltd.
Guangzhou
Shenbao
Guangzhou Guangzhou Retail 45.00% Equity
Mendao Tea
Co., Ltd
Holding shares ratio different from the voting right ratio:
Has major influence with less 20% voting rights hold, or has minor influence with over 20% (20% included) voting rights hold:
(2) Main financial information of the important joint venture
RMB/CNY
Ending balance/Current Period Opening balance/Last Period
Other explanation
(3) Main financial information of the important associated enterprise
RMB/CNY
Ending balance/Current Period Opening balance/Last Period
Book value of equity investment in joint
70,999,666.81 35,755,171.55
ventures
Net profit -5,048,075.35 -3,327,706.12
Total comprehensive income -5,048,075.35 -3,327,706.12
Other explanation
(4) Financial summary for non-important Joint venture and associated enterprise
RMB/CNY
Ending balance/Current Period Opening balance/Last Period
Joint venture -- --
Amount based on share-holding ratio -- --
Associated enterprise -- --
297
深圳市深粮控股股份有限公司 2018 年年度报告全文
Amount based on share-holding ratio -- --
Other explanation
(5) Major limitation on capital transfer ability to the Company from joint venture or associated enterprise
(6) Excess loss occurred in joint venture or associated enterprise
RMB/CNY
Un-recognized losses not
Joint venture/Associated Cumulative un-recognized recognized in the Period (or Cumulative un-recognized
enterprise losses net profit enjoyed in the losses at period-end
Period)
Changzhou Shenbao Chacang
8,115,908.90 252,041.17 8,367,950.07
E-commence Co., Ltd.
Shenzhen Shichumingmen
Restaurant Management Co., 2,939,544.23 551,607.08 3,491,151.31
Ltd.
Other explanation
(7) Unconfirmed commitment with joint venture investment concerned
No commitment that need to disclosed
(8) Intangible liability with joint venture or affiliates investment concerned
No contingency that need to disclosed
4. Major conduct joint operation
Main place of Shareholding ratio/ shares enjoyed
Name Registration place Business nature
operation Directly In-directly
Share-holding ratio or shares enjoyed different from voting right ratio:
If the co-runs entity is the separate entity, basis of the co-runs classification
Other explanation
5. Structured body excluding in consolidate financial statement
Explanation:
298
深圳市深粮控股股份有限公司 2018 年年度报告全文
6. Other
X. Disclosure of risks relating to financial instruments
Our business operation makes the Company exposed to various financial risks: credit risk, liquidity risk and market
risk (mainly refers to exchange risk and interest risk). The general risk management policy of the Company is to
minimize potential negative effects on our financial performance in view of the unforeseeable financial market.
(i) Credit risk
Credit risk refers to the risk of financial loss caused by the failure of the counterparty to perform its contractual
obligations. The credit risk mainly arises from monetary capital, trade receivables and other receivables. The
management has established adequate credit policies and continues to monitor exposure of these credit risks.
The monetary funds held by the Company are mainly deposited in state-controlled banks and other large and
medium-sized commercial banks and other financial institutions. The management believes that these commercial
banks have high reputation and asset status and have no major credit risk, and won't create any major losses caused
by the breach of contract of the opposite side.
For trade receivables and other receivables, the Company establishes relevant policies to control exposure of credit
risk. The Company appraises customers’ credit quality based on their financial position, possibility to obtain
guarantee from third parties, credit history and other factors such as prevailing market conditions, and set
corresponding credit terms. Customers’ credit history would be regularly monitored by the Company. For those
customers who have bad credit history, the Company will call collection in written form, shorten credit term or
cancel credit term to ensure its overall credit risk is under control.
Up to 31st December 2018, the top five client’s account receivable takes 34.20% in total account receivable of the
Company
The maximum credit risk exposure equals to the carrying value of each financial asset in balance sheet (including
derivative financial instrument). The Company has not provided any guarantee which would otherwise make the
Company exposed to credit risk except for the guarantee for financial carried in Note XI.
(ii) Liquidity risk
Liquidity risk represents the possibility that the Company is not able to acquire sufficient fund to satisfy business
requirement, settle debt when it is due and perform other obligation of payment.
The finance department continues to monitor capital requirement for short and long term, to ensure adequate cash
reserve. In addition, it continues to monitor whether borrowing agreement is complied with, and seeks for
commitment from major financial institutions for provision of sufficient back-up fund, so as to satisfy capital
requirement in a short and long term.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
(iii) Market risk
Exchange risk
The major operation of the Company is located in the PRC, and its major operation is settled in Renminbi. However,
there is also exchange risk in respect of the recognized foreign currency assets and liabilities and future foreign
currency transactions which are mainly denominated in US dollar. Our finance department is responsible for
monitoring scale of foreign currency assets and liabilities and foreign currency transactions, to minimize its
exposure to exchange risks. In reporting period, the Company did not sign any forward exchange contract or
monetary exchange contract.
Interest risk
Our interest risk mainly arises from bank borrowings. Financial liabilities at floating rate expose the Company to
cash flow interest risk, and financial liabilities at fixed rate expose the Company to fair value interest risk. The
Company determines the respective proportion of contracts at fixed rate and floating rate based on prevailing market
conditions.
The financial department of the Company continuously monitors the interest rate of the Company. The rise in
interest rates will increase the cost of new interest-bearing debts and the interest expense of the Company’s unpaid
interest-bearing debts with floating interest rates, management will make timely adjustments based on the latest
market conditions.
Price risk
The Company purchases and sells products at market prices, therefore it is affected by fluctuation of these prices.
XI. Disclosure of fair value
1. Ending fair value of the assets and liabilities measured by fair value
RMB/CNY
Ending fair value
Item
First-order Second-order Third-order Total
I. Sustaining measured
-- -- -- --
by fair value
(I)Financial assets
measured by fair value
and with variation 1,124,927.96 1,124,927.96
reckoned into current
gains/losses
(2) Equity investment 1,124,927.96 1,124,927.96
II. Non-persistent -- -- -- --
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深圳市深粮控股股份有限公司 2018 年年度报告全文
measure
2. Recognized basis for the market price sustaining and non-persistent measured by fair value on first-order
3. Valuation technique and qualitative and quantitative information on major parameters for the fair value
measure sustaining and non-persistent on second-order
4. Valuation technique and qualitative and quantitative information on major parameters for the fair value
measure sustaining and non-persistent on third-order
5. Adjustment information and sensitivity analysis of unobservable parameters for the fair value measure
sustaining and non-persistent on third-order
6. Sustaining items measured by fair value, as for the conversion between at all levels, reasons for conversion
and policy for conversion time point
7. Changes of valuation technique in the Period
8. Financial assets and liability not measured by fair value
9. Other
XII. Related party and related transactions
1. Parent company
Ratio of
Ratio of voting right
Parent company Registration place Business nature Registered capital shareholding on the
on the Company
Company
Investing in
Shenzhen Fude industry,
State-owned development,
深圳市 500 million 63.79% 63.79%
Capital Operation operation and
Co., Ltd. management of
the own property
Explanation on parent company of the enterprise
Ultimate controller of the Company is Shenzhen Municipal People’s Government State-Owned Assets
Supervision and Administration Commission
Approved by the resolution of the 15th meeting of the Ninth Board of Directors of the Company on March 23, 2018, the resolution of
the 17th meeting of the Ninth Board of Directors on June 8, 2018, the resolution of the first extraordinary shareholders meeting of the
company in 2018 on June 27, 2018, and the resolution of the 22nd meeting of the Ninth Board of Directors on September 6, 2018, and
approved by the Reply to the Approval for Shenzhen Shenbao Industrial Co., Ltd. to Issue Shares to Shenzhen Fude State-owned
Capital Operation Co., Ltd. to Purchase Assets CJXK [2018] No. 1610 issued by China Securities Regulatory Commission on October
10, 2018, the Company issued 655,752,951 shares of restricted common stock to Fude Capital, and Fude Capital subscribed the issued
shares by its 100% stake in SZCG, the newly issued shares had a par value of RMB 1 per share, and the issue price per share was RMB
8.96, after the issuance, the share capital of the Company was changed to RMB 1,152,535,254.00. The change of share capital was
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深圳市深粮控股股份有限公司 2018 年年度报告全文
verified by Jonten Certified Public Accountants (limited liability partnership) who issued the capital verification report Jonten [2018]
YZ No. 90066 on October 22, 2018.
Other explanation
2. Subsidiary
Subsidiary of the Company found more in Note VIII-(I) equity in subsidiary
3. Joint venture and associated enterprise
Joint Venture of the Company found more in Note VIII-(II) equity in joint Venture
Other cooperative enterprise and joint venture that have related transaction with the Company in the Period or occurred in previous
period
Joint venture/Associated enterprise Relationship
Other explanation
4. Other related party
Other related party Relationship with the Enterprise
Shareholder of the Company, Controlled by the ultimate
Shenzhen Agricultural Products Co., Ltd
controlling party
Zhanjiang Haitian Aquatic Feed Co., Ltd Controlled by the ultimate controlling party
Dongguan Fruit and Vegetable Non-staple Food Market Co.,
Minority shareholder of controlling subsidiary
Ltd
Taizhong Agricultural Co., Ltd Controlled by the ultimate controlling party
Former shareholder of the Company, Controlled by the
Shenzhen Investment Management Co., Ltd
ultimate controlling party
Former shareholder of the Company, Controlled by the
Shenzhen Investment Holding Co., Ltd
ultimate controlling party
Fujian Wuyishan Yuxing Tea Co., Ltd*1 Minority shareholder of former controlling subsidiary
Wholly-owned subsidiary of Shenzhen Agricultural Products
Shenzhen Fruits and Vegetables Trading Co., Ltd
Co., Ltd
Shenzhen Higreen International Agricultural Products Controlling subsidiary of Shenzhen Agricultural Products Co.,
Logistric Management Co., Ltd Ltd
Zhanjiang Changshan (Shenzhen) Ecological Aquaculture Co.,
Has the same parent company
Ltd
Shenzhen Yixin Investment Co., Ltd Controlled by the ultimate controlling party
Other explanation
Fujian Wuyishan Yuxing Tea Co., Ltd. was a minority shareholder of Fujian Wuyishan Shenbao Yuxing Tea Co., Ltd., a former
controlling subsidiary of Hangzhou Ju Fang Yong which is a subsidiary of the Company, and the controlling subsidiary was
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深圳市深粮控股股份有限公司 2018 年年度报告全文
separated in 2016.
5. Related transaction
(1) Goods purchasing, labor service providing and receiving
Goods purchasing/labor service receiving
RMB/CNY
Related
Approved Whether more than
Related party transaction Current Period Last period
transaction limit the transaction limit
content
Shichumingmen Purchase of tea
927.50
Company products
Goods sold/labor service providing
RMB/CNY
Related party Related transaction content Current Period Last Period
Shenzhen Agricultural
Sales of tea 48,028.38
Products Co., Ltd
Income from activity
Shichumingmen Company 39,105.00
service
Shichumingmen Company Sales of tea products 246.15 11,222.23
Shenzhen Fruits and
Sales of tea 2,794.87
Vegetables Trading Co., Ltd
Shenzhen Higreen
International Agricultural
Sales of tea 13,974.36
Products Logistric
Management Co., Ltd
Explanation on goods purchasing, labor service providing and receiving
(2) Related trusteeship management/contract & entrust management/ outsourcing
Trusteeship management/contract:
RMB/CNY
Commissioned Pricing Earnings
Client/Contract
party/Contracto Type of assets Starting date Maturity date principle for recognized in
-out party
r earnings the period
Explanation on related trusteeship management/contract
Entrust management/outsourcing
RMB/CNY
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Commissioned Pricing Earnings
Client/Contract
party/Contracto Type of assets Starting date Maturity date principle for recognized in
-out party
r earnings the period
Explanation on related entrust management/outsourcing
(3) Related lease
As a lessor for the Company:
RMB/CNY
Lease income in recognized Lease income in recognized
Lessee Assets type
in the Period last the Period
Shichumingmen Company Management site 1,006,451.61 819,000.00
As lessee:
RMB/CNY
Lease income in recognized Lease income in recognized
Lesser Assets type
in the Period last the Period
Shenzhen Investment
Management site 2,311,760.06 1,880,242.71
Holding Co., Ltd
Shenzhen Fude State-owned
Warehouse leasing 28,434,200.00 7,108,550.00
Capital Operation Co., Ltd.
Shenzhen Fude State-owned
Venue of working 345,210.00 0.00
Capital Operation Co., Ltd.
Explanation on related lease
Shenzhen Shenbao Tea Culture Business Management Co., Ltd., a subsidiary of the company, subleased 5 A-Block, 02-Floor and 02-
Room shops in the Software Industry Base of Keyuan Road, Nanshan District, Shenzhen City, which it rented to Shenzhen
Investment Holding Co., Ltd. to the company's joint venture Eating-out Company. This year's rental income is 1,006,451.61 yuan,
and the pricing of related transactions. Based on the market price.
①Shenzhen Investment Holding Co., Ltd. rented out some of its shops locate at the first and second floors, Tower A, Building 5,
Software Industry Base, Keyuan Road, Nanshan District, Shenzhen to the Company’s second-tier subsidiary, Shenzhen Shenbao Tea
Culture Business Management Co., Ltd., the annual rental fee of 2018 was 2,311,760.06 yuan, and the pricing of related transactions
was based on the market price.
② For details of the warehouse leases between the Company and Fude Capital, please refer to Note XIV (i).
③ Fude Capital rented out Room 3001-3065 of third floor and 5008-5009 of fifth floor of the main building and three storeys of
darkrooms of Grain Building located at Nanfang No. 656, Hubei Road, Luohu District, Shenzhen and Room 2303 located at Building
C, World Trade Plaza, No. 9, Fuhong Road, Futian Street to the Company’s second-tier subsidiaries, SZCG Real Estate and SZCG
Property as office use, the lease period is from August 1, 2018 to July 31, 2019, the rents are 56,394.00 yuan/month and 12,648.00
yuan/month respectively.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
(4) Related guarantee
As guarantor
RMB/CNY
Whether the guarantee
Secured party Guarantee amount Guarantee start date Guarantee expiry date
has been fulfilled
Two years after the
expiration of the term
of performance of each
Shenbao Huacheng 30,000,000.00 2018-07-26 N
specific credited
obligation under the
main contract
As secured party
RMB/CNY
Whether the guarantee
Guarantor Guarantee amount Guarantee start date Guarantee expiry date
has been fulfilled
Dongguan Fruit and
No later than 2019-4-
Vegetable Non-staple 14,700,000.00 2017-06-08 N
11
Food Market Co., Ltd
Dongguan Fruit and
Vegetable Non-staple 53,571,310.66 2016-12-27 2021-12-27 N
Food Market Co., Ltd
Dongguan Fruit and
Vegetable Non-staple 138,955,864.84 2018-7-27 2032-08-29 N
Food Market Co., Ltd
Related guarantee note
According to the “Comprehensive Credit Line Contract” numbered as PY (SZ) ZZ No. A237201707130001 signed
by Shenbao Huacheng, a subsidiary of the Company, with Ping An Bank, Shenzhen Branch on July 27, 2017, Ping
An Bank, Shenzhen Branch provided a comprehensive credit line of RMB 30 million to the subsidiary of the
Company, Shenbao Huacheng, the time limit of the comprehensive credit limit was within 12 months from the
effective date of the contract. In order to ensure that all claims under this comprehensive credit limit can be repaid,
the Company has provided a maximum guarantee with guarantee amount of RMB 30,000,000.00. Except for the
guarantee amount, other interests, interest and interest penalty, and other claims charges are also guaranteed, and
the guarantee period is from July 26, 2018 to the end of the two-year period from the expiration date for debt
performance of each specific credit line under the master contract.
Dongguan Logistics, a subsidiary of the Company, signed a liquidity loan contract “Yue DG 2017NJZ No.5” with
Bank of Communications Co., Ltd., Dongguan Branch. According to the contract, the Bank of Communications
Dongguan Branch provided a circulating loan amount of RMB 30 million to Dongguan Logistics, and the borrowing
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深圳市深粮控股股份有限公司 2018 年年度报告全文
rate is 5.22%, the length of maturity for each loan under the contract is no longer than 12 months, and the maturity
date of all loans is no later than April 11, 2019. Shenzhen Cereals Group and Dongguan Fruit Vegetable Non-staple
Food Market Co., Ltd. provide the guarantee with maximum amount for the loan, the maximum amount of claims
guaranteed by the guarantors was respectively RMB 15.30 million and RMB 14.70 million. The guarantee period
shall be calculated according to the maturity period of each principal obligation stipulated in the principal contract
(under the bank acceptance draft/letter of credit/letter of guarantee, according to the date of advance payment by
creditors). The guarantee period under each principal obligation shall be two years after the expiration date of the
performance period of the obligation (or the date of advance payment by the creditor) and the expiration date (or
the date of advance payment by the creditor) of the final maturity of the principal obligation under all the principal
contracts.
3. According to the bank credit contract of credit No. CN11002181808-160714-SCDGTML2 signed by Dongguan
Logistics, a subsidiary of the Company, and HSBC, HSBC will provide a loan credit of not exceeding 200 million
yuan to Dongguan Logistics, the applicable interest rate for each loan at each interest period is 90% of the central
bank loan benchmark interest rate applicable on the fixed interest date of the interest period, the borrowing date is
from December 27, 2016 to December 27, 2021. As of December 31, 2018, the balance of the loan principal
achieved by Dongguan Logistics from HSBC was 109,329,205.42 yuan, and the Company’s subsidiaries, SZCG
and Dongguan Fruit Vegetable Non-staple Food Trading Market Co., Ltd., provided joint liability guarantee for the
loans, the amount guaranteed by Dongguan Fruit Vegetable Non-staple Food Trading Market Co., Ltd. was
53,571,310.66 yuan, and the amount guaranteed by SZCG was 55,757,894.76 yuan.
4. According to the loan contract “Yue DG 2017 NGDZ No. 006” signed by Dongguan Food Industry Park, a
subsidiary of the Company, and Bank of Communications Dongguan Branch, the current loan principal is
respectively RMB 49.80 million, RMB 3,783,400, RMB 30 million and RMB 200 million, the loan period is from
September 27, 2018to August 29, 2032. The loan interest rate of RMB 200 million is calculated by the benchmark
interest rate for loan of the People’s Bank of China on the loan entry date, which is 4.90%; the other three are
calculated by the benchmark interest rate of the People’s Bank of China on the loan entry date after rising by 15%,
which is 5.635%. The Company’s subsidiaries, SZCG and Dongguan Fruit Vegetable Non-staple Food Trading
Market Co., Ltd., provide joint liability guarantee for the loans, the amount guaranteed by Dongguan Fruit Vegetable
Non-staple Food Trading Market Co., Ltd. is 138,955,864.84 yuan, and the amount guaranteed by SZCG is
144,627,532.80 yuan.
（1）Guarantees between subsidiaries of the Company
RMB
Name of
Whether the
the
Guarantee Guarantee start guarantee
Guarantor Company Guarantee expiry date Note
amount date has been
guarantee
fulfilled
d
Shenzhen Dongguan No later than
Cereals 15,300,000.00 2017-6-8 N Note 1
SZCG 2019-4-11
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Name of
Whether the
the
Guarantee Guarantee start guarantee
Guarantor Company Guarantee expiry date Note
amount date has been
guarantee
fulfilled
d
Group Logistics
Co., Ltd Co., Ltd.
Shenzhen Dongguan
Cereals SZCG
30,000,000.00 2018-6-8 2019-6-7 N Note 2
Group Logistics
Co., Ltd Co., Ltd.
Shenzhen Dongguan
Cereals SZCG
55,757,894.76 2016-12-27 2021-12-26 N Note 3
Group Logistics
Co., Ltd Co., Ltd.
Shenzhen Dongguan
Cereals SZCG
178,865,982.39 2015-7-31 2023-7-12 N Note 4
Group Logistics
Co., Ltd Co., Ltd.
Shenzhen Dongguan
Cereals Internatio
Group nal Food
Co., Ltd Industrial
144,627,532.80 2018-7-27 2032-8-29 N Note 5
Park
Developm
ent Co.,
Ltd.
Total 424,551,409.95
Note 1: Details are given in Notes 11 (5) and 5 (2) of the audit report.Note 2: According to the letter number
CN11002181808/160714 signed by Shenzhen Cereals Group Co., Ltd, Shenzhen Flour Co., Ltd, Dongguan SZCG
Logistics Co., Ltd, Shenzhen Hualian Grain & Oil Trade Co., ltd., SZCG Doximi Business Co., Ltd., SZCG Big
Kitchen Food Supply Chain Co., Ltd and HSBC Bank, as well as the letter granting review and amendment contract
CN11002181808-170727, Dongguan SZCG Logistics Co., Ltd has obtained a loan balance of 30million yuan from
HSBC Bank. It is guaranteed by Shenzhen Cereals Group Co., Ltd,, a subsidiary of our company.
Note 3: Detailed explanations can be found in Notes 11 (5) and 5 (2) of the audit report.
Note 4: According to the contract No. 440300-2015 (Shenzhen) 0023 signed by Dongguan SZCG Logistics Co.,
Ltd, a subsidiary of the company, and the Agricultural Development Bank of China, the total amount of loans under
the contract is 273 million yuan, with an annual interest rate of 5.4%. When the benchmark interest rate of loans of
the People's Bank of China is adjusted, the loan date is adjusted annually from July 13, 2015 to July 12, 2023. The
loan is guaranteed by Shenzhen Cereals Group Co., Ltd, a subsidiary of the company. The guarantee period shall be
two years from the date of the expiration of the debt performance period agreed upon in the main contract.
Note 5: Detailed explanations can be found in Notes 11 (5) and 5 (2) of the audit report, note 3.
(5) Related party’s borrowed funds
RMB/CNY
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Related party Borrowing amount Starting date Maturity date Note
Borrowing
Lending
(6) Related party’s assets transfer and debt reorganization
RMB/CNY
Related party Related transaction content Current Period Last Period
(7) Remuneration of key manager
RMB/CNY
Item Current Period Last Period
(8) Other related transaction
1.Related party’s borrowed funds
(1) Lending funds to related party
As a shareholder of Shi Chu Ming Men Company, the Company and the other shareholder of Shi Chu Ming Men
Company, Shenzhen Gongfu Baiwei Investment Co., Ltd., jointly borrowed capital of RMB 2,316,274.51 from Shi
Chu Ming Men Company in accordance with their respective shareholding ratios. The Company has deducted the
principal amount of RMB 1,180,000.00. As of December 31, 2018, the principal balance of the Company was RMB
1,180,000.00, and the accumulated interest on the loan was RMB 138,373.80.
2.Other related transaction
(1) Equity transfer
According to the resolutions of the fifteenth meeting of the ninth session of the board of directors, the seventeenth
meeting of the ninth board of directors, the twenty-second meeting of the ninth board of directors of the Company
and the resolution of the first extraordinary general meeting of 2018, the Company purchased 100% equity of SZCG
held by Fude Capital by issuing shares to it (the number of shares issued was 655,752,951 shares and the issue price
was RMB 8.96 per share). Prior to this transaction, Fude Capital was the controlling shareholder of the Company
and SZCG, and the actual controller of the Company and SZCG was the State-owned Assets Supervision and
Administration Commission of Shenzhen Municipal People’s Government. Therefore, this transaction constituted
a related transactions.
(2) Other
Type Related party Current Period Last Period Note
Diverstiture profits Fude Capital 11,912,956.78 6,014,906.08
Total 11,912,956.78 6,014,906.08
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深圳市深粮控股股份有限公司 2018 年年度报告全文
According to the major asset restructuring agreement on the Company’s issuance of shares to purchase 100% equity of SZCG, the
“General Agreement on Major Asset Restructuring of Shenzhen Cereals Group Co., Ltd.” and the “Agreement on Free Transfer of Real
Estate Assets and Equity of Shenzhen Cereals Group Co., Ltd.” signed by SZCG and Fude Capital on June 6, 2018, SZCG would
transfer part of the assets with flaws in property rights to Fude Capital free of charge, the profits and losses of these assets (from October
1, 2017 to Stripping Day) were17,927,862.86yuan, the Company was required to pay the equity of this part to Fude Capital according
to the agreement.
6. Receivable and payable of related party
(1) receivable item
RMB/CNY
Ending balance Opening balance
Projects Related party
Book balance Bad debt provision Book balance Bad debt provision
Shenzhen Yixin
Other account
Investment Co., 10,431,232.87 5,215,616.44 10,431,232.87
receivable
Ltd
Changzhou
Other account
Shenbao Chacang 20,413,947.34 17,819,381.02 19,977,283.01 9,071,148.72
receivable
Co.,
Other account Shichumingmen
1,429,898.28 275,978.87 1,870,811.75 53,585.30
receivable Company
Shenzhen
Other account
Agricultural 1,060.00 159.00
receivable
Products Co., Ltd
Shenzhen
Other account
Investment 433,469.10 319,129.94 31,743.34
receivable
Holding Co., Ltd
(2) payable item
RMB/CNY
Projects Related party Ending book balance Opening book balance
Shenzhen Investment
Dividend payable 2,690,970.14 2,690,970.14
Management Co., Ltd
Huizhou Shenbao Manan
Other account payable 1,131,864.44
Biotechnology Co., Ltd
Shenzhen Fruits and
Other account payable 245,714.59
Vegetables Trading Co., Ltd
Shenzhen Fude State-owned
Other account payable 53,470,612.86 13,123,456.08
Capital Operation Co., Ltd.
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Shenzhen Duoxi Equity
Other account payable Investment Fund 41,486.00
Management Co., Ltd.
Zhanjiang Changshan
Other account payable (Shenzhen) Ecological 7,967,662.50 7,946,370.83
Aquaculture Co., Ltd
Other account payable Shichumingmen Company 184,275.00
Shenzhen Nongdimei
Other account payable Investment Management Co., 1,478,800.00
Ltd
Shenzhen Investment
Other account payable 3,510,297.20 3,510,297.20
Management Co., Ltd
7. Related party commitment
8. Other
As the shareholder of Changzhou Shenbao Chacang Company with 33 percent shares held, the advance money for
Changzhou Shenbao Chacang Company in previous years, ended as 31st December 2018, balance of other account
receivable amounted as 20,413,947.34 yuan, bad debt provision accrual independently amounted as 17,819,381.02
yuan, book value of other account receivable amounted as 2,594,566.32 yuan.
XIII. Share-based payment
1. Overall situation of share-based payment
□Applicable √Not applicable
2. Share-based payment settled by equity
□Applicable √Not applicable
3. Share-based payment settled by cash
□Applicable √Not applicable
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深圳市深粮控股股份有限公司 2018 年年度报告全文
4. Modification and termination of share-based payment
5. Other
XIV. Commitment or contingency
1. Important commitments
(i) Important commitments
The Company has no important commitments that need to disclosed up to 31st December 2018
2. Contingency
(1) Contingency on balance sheet date
(ii) Contingency on balance sheet date
Contingencies arising from pending litigation or arbitration and its financial impact
(1) Disputes over the loan contracts between Changzhou Shenbao Chacang E-commence Co., Ltd., the Company
and Shenzhen Agricultural Products Financing Guarantee Co., Ltd.
On July 15, 2016, Shenzhen Agricultural Products Financing Guarantee Co., Ltd. (“Agricultural Products Guarantee
Company” for short) submitted a “Civil Appeal” to the People’s Court of Futian District, Shenzhen, requesting
Changzhou Shenbao Chacang Company to repay the loan principal amount of RMB 5,000,000.00, the interest of
RMB 389,968.52, and the interest penalty of RMB 3,200,271.79 (the interest penalty was temporarily calculated to
June 30, 2016, which shall be actually calculated to the date of the full repayment of the borrowing); and pay the
compensation of RMB 100,000.00 (5 million Yuan ×2%); two items in total were RMB 8,690,240.31; the Company
undertook joint liability for the loan of RMB 5,000,000.00.
\On May 31, 2017, Shenzhen Futian District Court made the first-instance judgment and ruled Changzhou Shenbao
Chacang Company to repay the loan principal of RMB 5 million and the interest and interest penalty, the Company
did not need to undertake joint liability for the loan of RMB 5 million of Changzhou Shenbao Chacang Company.
On July 4, 2017, the Agricultural Products Guarantee Company filed an appeal, on October 13, 2017, and Shenzhen
Intermediate People’s Court held the second instance hearing. As of the date of approval of the financial statements,
the case has been in the process of hearing, and the Shenzhen Intermediate People's Court has not yet made a final
judgment in this case.
(2) Contract disputes between the Company’s subsidiaries, Wuyishan Shenbao Rock Tea Co., Ltd. (hereinafter
referred to as Wuyishan Rock Tea Company) and Hangzhou Jufangyong Holdings Co., Ltd. (hereinafter referred to
as Jufangyong Company), and Wuyishan Jiuxing Tea Co., Ltd. (hereinafter referred to as Jiuxing Company), Fujian
Wuyishan Yuxing Tea Co., Ltd. (hereinafter referred to as Yuxing Company), Xingjiu Tea Co., Ltd., Chen Yuxing,
Chen Guopeng
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深圳市深粮控股股份有限公司 2018 年年度报告全文
On September 22, 2017, Jufangyong Company, Xingjiu Tea Co., Ltd., Yuxing Company, Chen Yuxing and Chen
Guopeng signed an “Formal Agreement on the Separation of Fujian Wuyishan Shenbao Yuxing Tea Co., Ltd.”,
according to the separation agreement: the original Shenbao Yuxing Company was separated, after the separation,
Jufangyong Company held 100% equity of the newly established company (i.e. Shenbao Rock Tea Company), and
Yuxing Company and Xingjiu Tea Company jointly held 100% equity of the surviving company (Jiuxing Company);
Shenbao Rock Tea Company got receivables of RMB 7,273,774.01, which was guaranteed by Jiuxing
Company to achieve RMB 2 million within one year after separation and the remaining amount would be returned
within 2 years. Chen Yuxing and Chen Guopeng, as the actual controllers of Jiuxing Company, Yuxing Company
and Xingjiu Tea Company, assumed joint responsibility for the joint guarantee to Shenbao Rock Tea Company and
Jufangyong Company for all the obligations and responsibilities stipulated in the “Separation Agreement”.
As of September 22, 2018, the time limit stipulated in the “Separation Agreement” for the realization of four
receivables had expired, and Shenbao Rock Tea Company still had 5,212,301.40 yuan unrecovered. On December
6, 2018, Shenbao Rock Tea Company and Hangzhou Jufangyong Company applied for arbitration to Shenzhen
Court of International Arbitration (Shenzhen Arbitration Commission) for the above matters, and requested Jiuxing
Company to pay RMB 5,272,934.01 to Shenbao Rock Tea Company, and requested Yuxing Company, Xingjiu Tea
Company, Chen Yuxing and Chen Guopeng to assume joint liability. As of the date of approval of the financial
statement, Shenzhen Arbitration Commission has not yet determined the arbitrator and the date of the trial. As of
December 31, 2018, the Company accumulatively accrued 3,458,370.94 yuan of bad debts provision.
(3) Disputes on mung bean business between Shenzhen Cereals Group and Jilin Tongyu County Shengda Company
In August 2007, Shenzhen Cereals Group and Tongyu County Shengda Grain and Oil Trading Co., Ltd. (hereinafter
referred to as Shengda Company) signed the “Mung Bean Entrusted Acquisition, Processing and Storage Contract”,
from October 2007 to May 2008, totally 4,918.00 tons of mung beans were acquired, the Company paid payment
for goods of 30 million yuan. According to the contract, after the completion of the entrusted acquisition, Shengda
Company has the obligations to assist in the sale of goods and buy-back. Shengda Company did not fully fulfill its
obligations, and Shenzhen Cereals Group also carried out various forms of collection. In September 2010, Shenzhen
Cereals Group sued Shengda Company for repayment of its arrears and interest. The two parties reached an
accommodation during the court trial, and Futian District People’s Court of Shenzhen issued a “Paper of Civil
Mediation”, but Shengda Company did not fully fulfill the repayment obligation, Shenzhen Cereals Group has
applied to the court for enforcement. As of December 31, 2018, the book receivables amounted to RMB
5,602,468.81, and the execution of remaining funds has large uncertainties. The Company has fully made provision
for bad debts of RMB 5,602,468.81.
(4) Contract disputes between Flour Company and Shenzhen Fujin Food Industry Co., Ltd.
On May 31, 2013, Shenzhen Fujin Food Industry Co., Ltd. (hereinafter referred to as Fujin Company) signed a
“Purchases and Sales Contract” with Flour Company, agreed that Flour Company would supply the moon cake
tailored flour and the tailored wheatmeal for cakes and pastries to Fujin Company. Later, Fujin Company sued Flour
Company, it said that the lipase (a processing aid) in the flour supplied by Flour Company to Fujin Company was
active, causing the “acid value” of the moon cakes and fillings made from it exceed the food safety standards, which
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深圳市深粮控股股份有限公司 2018 年年度报告全文
caused huge losses to Fujin Company, so it advocated that Flour Company should bear the corresponding liability
for compensation, and compensate for the property loss of Fujin Company of 9,784,485.55 yuan; the litigation costs
should be borne by Flour Company.
On November 29, 2014, the Nanshan District People’s Court of Shenzhen made the first-instance judgment ([2014]
SNFMYCZ No.45), and considered that Fujin Company failed to prove that its so-called problem product with too
high “acid value” was caused by the lipase activity of the flour supplied by Flour Company, it has not been proven
that the raw materials of the problem food were supplied by Flour Company; secondly, the relevant standards of the
Ministry of Health allow the addition of active lipase to the flour raw material, therefore, the court ruled that all
claims of Shenzhen Fujin Food Industry Co., Ltd. were rejected.
On June 5, 2015, the Shenzhen Intermediate People’s Court made a ruling ([2015] SZFMZZ No. 563), considering
that the court of first instance could not find out what standards should be applied to the quality of the flour products
involved in the case, nor could it found that the obligation to remove processing aids in flour should be attributed
to the flour supplier or the food producer. Therefore, the civil judgment [2014] SNFMYCZ No.45 was revoked and
sent back to the Nanshan District People’s Court for retrial.
As of December 31, 2018, the case was still in the first instance stage of retrial, and the court has not yet made a
retrial judgment.
(5) Contract disputes among Shenzhen Cereals Group, Hualian Grain and Oil, Guangzhou Jinhe Feed Co., Ltd. and
Huangxianning Import Agent
From October 2005 to January 2007, Shenzhen Cereals Group, Hualian Grain and Oil, and Guangzhou Jinhe Feed
Co., Ltd. (hereinafter referred to as Guangzhou Jinhe Company) signed 20 “Import Agent Contracts”, agreed that
Shenzhen Cereals Group and Hualian Grain and Oil agent Guangzhou Jinhe Company to import Peruvian fishmeal.
In August 2007, Hualian Grain and Oil, Guangzhou Jinhe Company and Huangxianning signed the “Guarantee
Contract”, agreed that Huangxianning would guarantee that all payables of Guangzhou Jinhe Company under the
trade contracts signed by Hualian Grain and Oil and Guangzhou Jinhe Company would be paid on time. Later, due
to Guangzhou Jinhe Company’s insufficient payment of goods and import agency fees, Shenzhen Cereals Group
and Hualian Grain and Oil filed a lawsuit to Futian District People’s Court of Shenzhen.
On February 16, 2015, the Futian District People’s Court of Shenzhen made the first-instance judgment ([2014]
SFFMECZ No. 786), and sentenced Guangzhou Jinhe Company to pay RMB 10,237,385.74 to Shenzhen Cereals
Group and Hualian Grain and Oil, and bear the case acceptance fee of 83,224.00 yuan; Huangxianning does not
need to bear the joint and several liability.
As Guangzhou Jinhe Company refused to accept the above first-instance judgment, it lodged an appeal to the
Shenzhen Intermediate People’s Court, claiming that the prosecution of Shenzhen Cereals Group and Hualian Grain
and Oil had exceeded the time limit for litigation. On March 30, 2017, the Shenzhen Intermediate People’s Court
made the second-instance judgment (Civil Judgment [2015] SZFSZZ No.1767), and the judgment rejected
Guangzhou Jinhe Company’s appeal and upheld the original judgment.
The case is still in enforcement, and the other party has not paid any money, Shenzhen Cereals Group has made
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深圳市深粮控股股份有限公司 2018 年年度报告全文
provision for bad debts in proportion to 100% of the accounts receivable of 10,455,600 yuan of Guangzhou Jinhe
Company.
According to the Letter of Commitment of Shenzhen Fude State-owned Capital Operation Co., Ltd.. concerning the
pending lawsuit of Shenzhen Cereals Group Co., Ltd., Shenzhen Fude State-owned Capital Operation Co., Ltd..
will make any claim, compensation, loss or expenditure to Shenzhen Fude State-owned Capital Operation Co., Ltd.
for the dispute between Shenzhen Cereals Group Co., Ltd. and its holding subsidiaries over the contract for
international sale of soybeans with Guangzhou Jinhe Co., Ltd. and Huangxianning Import Agent， Shenzhen Fude
State-owned Capital Operation Co., Ltd will undertake the compensation or loss caused by the lawsuit on behalf of
Shenzhen Fude State-owned Capital Operation Co., Ltd.
(6) Contract disputes between Hualian Grain and Oil Company and Zhuhai Doumen Huabi Feed Factory
On December 9, 2004, Hualian Grain and Oil Company signed a purchases and sales contract with Zhuhai Doumen
Huabi Feed Factory to sell 2,000.00 tons of corn, with payment for goods of 2,396,300 yuan, but the payment has
not been taken back. In April 2005, Hualian Grain and Oil Company discovered that Zhuhai Doumen Huabi Feed
Factory had basically stopped production and the goods were transferred, the legal representative, Liang Dongxing,
had fled. On July 2, 2005, the public security organ arrested Liang Dongxing. Hualian Company has prosecuted
him and won in the lawsuit, and the lawsuit has been settled and in enforcement.
As of December 31, 2018, Hualian Grain and Oil Company had received RMB 2,396,300 from Zhuhai Doumen
Huabi Feed Factory, Hualian Grain and Oil Company had made 100% of bad debt provision for this amount.
(7) Contract disputes between Hualian Grain and Oil Company and Foshan Huaxing Feed Factory
In August and October 2007, Hualian Grain and Oil Company sold goods to Foshan City Shunde District Huaxing
Feed Factory, and received a total of 2,958,600 yuan of commercial acceptance bills. Due to the company’s overdue
payment, Hualian Grain and Oil Company filed a lawsuit with the People’s Court of Shunde District, Foshan City
on October 29, 2007, requesting Foshan City Shunde District Huaxing Feed Factory to repay the payment for goods
and pay the corresponding interests. From June to July 2011, totally took back the company’s bankruptcy property
settlement of 1,638,900 yuan. As of December 31, 2018, Hualian Grain and Oil Company had receivables of RMB
1,319,700 from Foshan City Shunde District Huaxing Feed Factory, and it had made 100% of bad debt provision
for this amount.
(8) Contract disputes on the international sales transactions of soybeans between Shenzhen Cereals Group and Noble
Resources Pte. Ltd,
1. Main facts of the case
On March 3, 2004, Shenzhen Cereals Group and Noble Resources Pte. Ltd. (hereinafter referred to as Noble
Company) signed a contract stipulating that Shenzhen Cereals Group Co., Ltd. would purchase 55,000 tons of
Argentine or Brazilian soybeans from Noble Company under CFR conditions. .
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深圳市深粮控股股份有限公司 2018 年年度报告全文
On May 10, 2004, the General Administration of Quality Supervision, Inspection and Quarantine (AQSIQ) issued
a notice that a shipload of Brazilian soybeans exported to Xiamen, China by Noble Company in April 2004 was
found to be mixed with seed-coating soybeans, thus Noble Company was suspended to export Brazilian soybeans
to China.
On June 25, 2004, after the cargo ship arrived in Qingdao Port, the cargo was inspected by Qingdao Commodity
Inspection and Quarantine Bureau who found the cargo contained seed-coating soybeans, and the cargo was sealed
up according to law.
On July 22, 2004, the two parties signed a supplementary agreement on the above-mentioned soybean sales contract,
stipulating that the demurrage incurred as the cargo could not be unloaded due to seed-coating soybeans shall be
borne by Noble Company, and agreed that the disputes under the contract shall be governed by Chinese courts
according to Chinese law.
② Arbitration application of Noble Company
In July 2004, Noble Company submitted the case to the Hong Kong International Arbitration Center for arbitration,
requesting Shenzhen Cereals Group Co., Ltd. to undertake cargo ship detainment, Hong Kong demurrage, loss
contingencies, and so on, totaling seven claims. Shenzhen Cereals Group Co., Ltd. filed a jurisdictional objection,
the Hong Kong International Arbitration Center ruled on December 14, 2006 that two claims have the right of
jurisdiction, i.e. demurrage of Noble ship in Hong Kong and loss contingencies, other claims were rejected.
In July 2011, Noble Company applied to Shenzhen Intermediate People’s Court for enforcement of extraterritorial
effective ruling. On March 30, 2015, Shenzhen Intermediate People’s Court made a civil ruling ([2011] SZFMSCZ
No. 270), ruling that as the soybean sales contract supplemental agreement signed by the two parties agreed that the
demurrage incurred as the cargo could not be unloaded due to seed-coating soybeans shall be borne by Noble
Company and agreed that the disputes under the contract shall be governed by Chinese courts according to Chinese
law, Hong Kong International Arbitration Center has no jurisdiction over the case, therefore the application for
enforcement of Noble Company was rejected.
On September 3, 2014, Noble Company submitted the “Application for Further Claims Arbitration” to the Hong
Kong International Arbitration Center, requesting Shenzhen Cereals Group Co., Ltd. to pay Noble Company
US$7.45 million in compensation for the freighter’s lessor - Bunge Limited, and the corresponding litigation and
arbitration fee.
On November 1, 2016, the arbitrator of Hong Kong International Arb itration Center wrote to Noble Company,
requesting it to initiate the arbitration at the end of 2016, otherwise, the arbitral tribunal will take measures to close
the case, but so far, Noble Company has not initiated arbitration.
③ Case progress
At present, the arbitration of the “Request for Further Claims Arbitration” submitted by Noble Company to the
Hong Kong International Arbitration Center due to the above-mentioned soybean sales contract is suspended.
According to the Letter of Commitment of Shenzhen Fude State-owned Capital Operation Co., Ltd.. concerning the
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深圳市深粮控股股份有限公司 2018 年年度报告全文
pending lawsuit of Shenzhen Cereals Group Co., Ltd., Shenzhen Fude State-owned Capital Operation Co., Ltd..
will make any claim, compensation, loss or expenditure to Shenzhen Fude State-owned Capital Operation Co., Ltd.
for the dispute between Shenzhen Cereals Group Co., Ltd. and its holding subsidiaries over the contract for
international sale of soybeans with Noble Resources Pte. Ltd, Shenzhen Fude State-owned Capital Operation Co.,
Ltd will undertake the compensation or loss caused by the lawsuit on behalf of Shenzhen Fude State-owned Capital
Operation Co., Ltd.
(9) Contract disputes between Shenzhen Cereals Group and Beijing Zhongwang Food Co., Ltd.
On August 22, 2007, Beijing Zhongwang Food Co., Ltd. defaulted on the payment for goods of 1,911,200.00 yuan
to Shenzhen Cereals Group. Beijing Zhongwang Food Co., Ltd. was in bankruptcy proceedings, Shenzhen Cereals
Group has reported claims and interests of 2,473,400 yuan to the bankruptcy administrator, and the confirmed
ordinary creditor’s rights are 2,128,300 yuan. It is estimated that the bankruptcy property repayment amount is about
50,000 yuan, as the specific amount of losses still cannot be estimated, Shenzhen Cereals Group has made provision
for bad debts of 1,873,886.58 yuan at a 100% ratio.
2. Contingency arising from the provision of external debt guarantee and their impacts on financial
The guarantee for related parties found more in the (v) of Note XI
Ended as 31st December 2018, the Company has no guarantees provided for non-related parties
3. Except for the above mentioned contingency, up to 31st December 2018, the Company has no other major
contingency that should be disclosed
(2) If the Company has no important contingency need to disclosed, explain reasons
3. Other
XV. Events after balance sheet date
1. Important non adjustment matters
RMB/CNY
Impact on financial status and Reasons of fails to estimate
Item Content
operation results the impact
2. Profit distribution
RMB/CNY
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深圳市深粮控股股份有限公司 2018 年年度报告全文
3. Sales return
4. Other events after balance sheet date
XVI. Other important events
1. Previous accounting errors collection
(1)Retrospective restatement
RMB/CNY
Items impact during vary
Content Treatment procedure Accumulated impact
comparative period
(2) Prospective application
Content Approval procedure Reasons
2. Debt restructuring
3. Assets exchange
(1) Exchange of non-monetary assets
(2)Other assets exchange
4. Pension plan
5. Discontinuing operation
RMB/CNY
Profit of
discontinuing
operation
Income tax
Item Revenue Expenses Total profit Net profit attributable to
expenses
owners of
parent
company
Other explanation
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深圳市深粮控股股份有限公司 2018 年年度报告全文
6. Segment
(1) Recognition basis and accounting policy for reportable segment
(2) Financial information for reportable segment
RMB/CNY
Item Offset between segment Total
(3)The Company has no segment, or unable to disclose total assets and liability of the segment, explain
reasons
(4) Other explanation
7.Other major transaction and events makes influence on investor’s decision
8. Other
(1) Leasing matters of Pinghu Grain Depot
Pinghu Grain Depot was invested and established by the Shenzhen Municipal People’s Government, the Shenzhen
Municipal People’s Government entrusted SZCG, the Company’s wholly-owned subsidiary, as the construction unit
and user unit, its property rights belong to the Shenzhen Municipal People’s Government and are handed over to
the State-owned Assets Supervision and Administration Commission of Shenzhen Municipal People’s Government
(hereinafter referred to as Shenzhen SASAC). Pinghu Grain Depot was put into construction in 2007 and completed
in 2009 with a construction area of 95,476.77 square meters, of which the construction area of storage facilities is
90,671.13 square meters, the construction area of ancillary facilities is 1,582.06 square meters, and the construction
area of storage management buildings is 3,223.58 square meters. The Company’s wholly-owned subsidiary,
Shenzhen Cereals Group, has been using Pinghu Grain Depot for free. On January 18, 2018, the General Office of
the Shenzhen Municipal People’s Government and the relevant departments held a meeting on the land disposal of
Shenzhen Cereals Group, the meeting agreed that Pinghu Grain Depot was invested and established by the Shenzhen
Municipal People’s Government and is the main platform for the government storage grain. According to the
“Notice on Relevant Issues Concerning the Construction of Urban Grain Reserve Depots” (SFB [2005] No. 155),
its property rights are held by Shenzhen SASAC on behalf of Shenzhen Municipal People’s Government.
According to the resolutions of the relevant meeting of the General Office of the Shenzhen Municipal People’s
Government, Pinghu Grain Depot was not included in the assets of the Company’s major asset restructuring, but
after the completion of the final settlement of the Pinghu Grain Depot, Shenzhen Cereals Group and the owner of
Pinghu Grain Depot(or its authorized unit) should sign a long-term rental agreement at the market fair and just rental
price, and Shenzhen Cereals Group continued to use the house property.
Controlling shareholder Fude Capital has made the commitment to the Company as: If SZCG needs to make a
supplementary payment for the rent before assessment basis date (30th September 2017) to the property right unit
of Pinghu Grain Depot (or its authorized unit), the total amount of the rent and other related charges and expenses
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深圳市深粮控股股份有限公司 2018 年年度报告全文
shall be borne by the Fude Capital.therefore, SZCG did not recognized relevant rental on 30 September 2017 and
before
As an asset management unit entrusted by State-owned Assets Supervision and Administration Commission of
Shenzhen, Fude Capital signed the “Overall Rental Agreement of Shenzhen Grain Reserve Depot (i.e. “Pinghu
Grain Depot”)” with Shenzhen Cereals Group on October 17, 2018, the lease term is from October 1, 2017 to
December 31, 2019, it was agreed to pay an annual total rent of RMB 28,434,000 based on market prices. Since
October 1, 2017, the Company has accrued the rental costs of Pinghu Grain Depot for September-December 2017
and 2018 in accordance with the agreed rental price. At the same time, the Company has confirmed the income from
grain and oil storage services between October 1, 2017 and December 31, 2018 according to the storage service fee
standard for externally rented warehouses, which increased the company’s 2017 annual grain and oil storage service
income of RMB 6,774,030.00, and increased the company’s 2018 annual grain and oil storage service income of
RMB 26,445,279.00.
(ii) Pension plan
Main content of pension plan and major changes can be found in relevant explanation of Wages payable- Defined
contribution plans in 21 of Note VI
XVII. Principle notes of financial statements of parent company
1. Note receivable and account receivable
RMB/CNY
Item Ending balance Opening balance
Account receivable 42,441,119.07 53,950,930.37
Total 42,441,119.07 53,950,930.37
(1) Note receivable
1)Category of note receivable
RMB/CNY
Item Ending balance Opening balance
2)Note receivable pledge at end of the Period
RMB/CNY
Item Amount pledge at period-end
3)Note receivable which has endorsed or discounted at period-end without due on balance sheet date yet
RMB/CNY
Item Amount derecognition at period-end Amount not derecognition at period-end
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深圳市深粮控股股份有限公司 2018 年年度报告全文
4)The notes transferred to account receivable because the drawer has failed to perform the contract at
period-end
RMB/CNY
Item Amount transfer to account receivable at period-end
Other explanation
(2) Account receivable
1)Category of account receivable
RMB/CNY
Ending balance Opening balance
Bad debt
Book balance Book balance Bad debt provision
Category provision Book Book
Amoun Amoun Accrua value Amo Accrual value
Ratio Ratio Amount
t t l Ratio unt Ratio
Account receivable
withdrawal bad 53,95
42,869, 99.93 428,83 42,441, 99.95 53,950,9
debt provision by 1.00% 0,930
954.13 % 5.06 119.07 % 30.37
group of credit risk .37
characteristics
Account receivable
with single minor
amount but 28,453. 28,453. 100.00 28,45 28,453.
0.07% 0.05% 100.00%
withdrawal bad 08 08 % 3.08 08
debt provision for
single item
53,97
42,898, 100.00 457,28 42,441, 100.00 28,453. 53,950,9
Total 1.07% 9,383 0.05%
407.21 % 8.14 119.07 % 08 30.37
.45
Account receivable with single significant amount and withdrawal bad debt provision separately at period end:
□Applicable √Not applicable
Account receivable provided for bad debt reserve under aging analysis method in the groups
√Applicable □Not applicable
RMB/CNY
Ending balance
Account age
Account receivable Bad debt provision Accrual Ratio
Subitem of within one year
Subtotal of within one year 42,869,954.13 428,835.06 1.00%
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Total 42,869,954.13 428,835.06 1.00%
Explanation on combination determines:
In combination, withdrawal proportion of bad debt provision based on balance proportion for account receivable
□Applicable √Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods for account receivable
2)Bad debt provision accrual, collected or reversed
Accrual bad debt provision 428,835.06 Yuan; collected or reversed Yuan.
Including major amount collected or reversed in the period:
RMB/CNY
Enterprise Amount collected or switch back Collection way
3)Receivables actually charge off during the reporting period
RMB/CNY
Item Amount charge off
Important receivables charge-off
RMB/CNY
Nature of account Amount charge Cause of charge- Charge-off Resulted by related
Enterprise
receivable off off procedures transaction (Y/N)
Explanation:
4)Top 5 receivables at ending balance by arrears party
Enterprise Ending balance Proportion in total Bad debt provision accrual
receivables at ending
balance(%)
Shanghai Yihe Food Technology Co., 12,589,370.00 29.35 125,893.70
Ltd.
Xiangpiao Food Co., Ltd. 5,271,399.00 12.29 52,713.99
Hohhot Yihe Xingye Trading Co., Ltd. 4,439,226.61 10.35 44,392.27
Unilever (China) Co., Ltd. 3,884,634.00 9.06 38,846.34
Shenzhen Yichong Trading Co., Ltd. 2,301,665.00 5.37 23,016.65
Total 28,486,294.61 66.42 284,862.95
5)Account receivable derecognition due to financial assets transfer
6)The amount of assets/liabilities that is transferred and continues to be involved
Other explanation
2. Other account receivable
RMB/CNY
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Item Ending balance Opening balance
Other account receivable 159,677,969.59 163,404,561.75
Total 159,677,969.59 163,404,561.75
(1) Interest receivable
1)Category of interest receivable
RMB/CNY
Item Ending balance Opening balance
2)Major overdue interest
RMB/CNY
Whether has
Borrower Ending balance Overdue time Overdue reason impairment occurred
and judgment basis
Other explanation
(2) Dividend receivable
1)Dividend receivable
RMB/CNY
Item(or invested enterprise) Ending balance Opening balance
2)Major dividend receivable with over one year in account age
RMB/CNY
Whether has
Item(or invested
Ending balance Account age Cause of un-collectible impairment occurred
enterprise)
and judgment basis
Other explanation
(3) Other account receivable
1)Category of other account receivable
RMB/CNY
Ending balance Opening balance
Bad debt
Book balance Book balance Bad debt provision
Category provision Book Book
Amoun Amoun Accrua value Amo Accrual value
Ratio Ratio Amount
t t l Ratio unt Ratio
Other account 19,783, 10.83 17,315, 87.52 2,468,5 19,34 10.87 9,008,1 10,339,1
46.56%
receivable with 947.34 % 381.02 % 66.32 7,283 % 48.72 34.29
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深圳市深粮控股股份有限公司 2018 年年度报告全文
single major .01
amount and
withdrawal bad
debt provision for
single item
Other account
receivable
157,28 157,20 153,1
withdrawal bad 86.08 77,422. 86.05 41,366. 153,065,
6,825.4 0.05% 9,403.2 06,79 0.03%
debt provision by % 13 % 46 427.46
0 7 3.92
group of credit risk
characteristics
Other account
receivable with
single minor 5,472
5,641,2 5,641,2 100.00 5,472,3
amount but 3.09% ,398. 3.08% 100.00%
49.52 49.52 % 98.91
withdrawal bad 91
debt provision for
single item
182,71 159,67 177,9
100.00 23,034, 12.61 100.00 14,521, 163,404,
Total 2,022.2 7,969.5 26,47 8.16%
% 052.67 % % 914.09 561.75
6 9 5.84
Other receivable with single significant amount and withdrawal bad debt provision separately at end of period:
√Applicable □Not applicable
RMB/CNY
Other account Ending balance
receivable (by Other account
Bad debt provision Accrual Ratio Accrual causes
enterprise) receivable
Changzhou Shenbao Allowance for bad debt
Chacang E-commence provision based on the
Co., Ltd. (hereinafter difference between the
19,783,947.34 17,315,381.02 87.52%
referred to current value of future
as"Changzhou Shenbao cash flow and its book
Chacang Co.,") value
Total 19,783,947.34 17,315,381.02 -- --
In combination, other accounts receivable whose bad debts provision was accrued by age analysis:
√Applicable □Not applicable
RMB/CNY
Ending balance
Account age
Other account receivable Bad debt provision Accrual Ratio
Subitem of within one year
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深圳市深粮控股股份有限公司 2018 年年度报告全文
Subtotal of within one year 192,272.87 1,922.73 1.00%
10.17%
1-2 years 69,491.56 7,068.20
Over 5 years 85,539.00 68,431.20 80.00%
Total 347,303.43 77,422.13 22.00%
Explanation on combination determines:
In combination, withdrawal proportion of bad debt provision based on balance proportion for other account receivable:
□Applicable √Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods for other account receivable:
□Applicable √Not applicable
2)Bad debt provision accrual, collected or reversed
Accrual bad debt provision 8,513,195.75 Yuan; collected or reversed 1,057.17 Yuan.
Including major amount collected or reversed in the period:
RMB/CNY
Enterprise Amount switch back or collected Collection way
3)Other receivables actually charge-off during the reporting period
RMB/CNY
Item Amount charge off
Major other receivables charge-off
RMB/CNY
Nature of other
Amount charge Cause of charge- Charge-off Resulted by related
Enterprise account
off off procedures transaction (Y/N)
receivable
Notes on verification of other receivables:
4) Other receivables by nature
RMB/CNY
Nature Ending book balance Opening book balance
Margin and deposit 119,089.00 265,665.63
Export tax rebate 312,364.06 733,709.16
Intercourse funds and other 182,280,569.20 176,927,101.05
Total 182,712,022.26 177,926,475.84
5)Top 5 other receivables at ending balance by arrears party
RMB/CNY
Ratio in total
Ending balance of
Enterprise Nature Ending balance Account age ending balance of
bad debt reserve
other receivables
324
深圳市深粮控股股份有限公司 2018 年年度报告全文
Huizhou Shenbao
Science &
Intercourse funds 118,400,009.26 Within one year 64.80%
Technology Co.,
Ltd.
Shenzhen Shenbao
Sanjing Food &
Beverage Intercourse funds 26,190,645.20 Within one year 14.33%
Development Co.,
Ltd.
Shenzhen Shenbao
Labor Service Intercourse funds 2,107,109.09 Over 3 years 1.15% 2,107,109.09
Company
Changzhou
Shenbao Chacang Intercourse funds 19,783,947.34 Over 3 years 10.83% 17,315,381.02
Co.,
Shenzhen Shenbao
Technology Center Intercourse funds 10,987,963.15 Within one year 5.60%
Co., Ltd.
Total -- 177,469,674.04 -- 96.71% 19,422,490.11
6)Account receivable with government subsidy involved
RMB/CNY
Time, amount and basis
Enterprise Government grants Ending balance Ending account age
for collection predicted
7)Other receivable for termination of confirmation due to the transfer of financial assets
8)The amount of assets and liabilities that are transferred other receivable and continued to be involved
Other explanation
3. Long-term equity investment
RMB/CNY
Ending balance Opening balance
Item Depreciation Depreciation
Book balance Book value Book balance Book value
reserves reserves
Investment for 4,208,728,337. 4,208,728,337.
917,313,300.84 917,313,300.84
subsidiary 66 66
Investment for
associates and 6,753,354.23 2,927,628.53 3,825,725.70 7,121,310.06 2,927,628.53 4,193,681.53
joint venture
4,215,481,691. 4,212,554,063.
Total 2,927,628.53 924,434,610.90 2,927,628.53 921,506,982.37
89 36
325
深圳市深粮控股股份有限公司 2018 年年度报告全文
(1) Investment for subsidiary
RMB/CNY
Current Ending balance
The invested Opening Current Current
Ending balance impairment of depreciation
entity balance increased decreased
accrual reserves
Shenbao
2,550,000.00 2,550,000.00
Properties
Shenbao
Industrial & 5,500,000.00 5,500,000.00
Trading
Shenbao Sanjing 80,520,842.36 80,520,842.36
Shenbao 168,551,781.8 168,551,781.8
Huacheng 0 0
Huizhou
Shenbao Science 60,000,000.00 60,000,000.00
& Technology
Wuyuan Ju Fang 280,404,134.3 280,404,134.3
Yong 5 5
Hangzhou Ju 176,906,952.4 176,906,952.4
Fang Yong 2 2
Shenbao
Technology 54,676,764.11 54,676,764.11
Center
Shenshenbao
50,000,000.00 50,000,000.00
Investment
Yunnan Supply
20,000,000.00 20,000,000.00
Chain
Pu’er Tea
18,202,825.80 18,202,825.80
Trading Center
3,291,415,036. 3,291,415,036.
SZCG
82 82
917,313,300.8 3,291,415,036. 4,208,728,337.
Total
4 82 66
(2) Investment for associates and joint venture
RMB/CNY
investm Openin Current changes (+,-) Ending Ending
326
深圳市深粮控股股份有限公司 2018 年年度报告全文
ent g Investm Cash balance balance
Other
compan balance ent dividen of
Additio compre
y Capital gains Other d or Impair depreci
nal hensive
reducti recogni equity profit ment Other ation
investm income
on zed change announ accrual reserve
ent adjustm
under ced to s
ent
equity issued
I. Joint venture
II. Associated enterprise
Shenzh
en
Shenba
o
(Liaoyu 57,628. 57,628. 57,628.
an) 53 53 53
Industri
al
Compa
ny
Shenzh
en
Shenba
o
2,870,0 2,870,0 2,870,0
(Xinmi
00.00 00.00 00.00
n)
Foods
Co.,
Ltd
Changz
hou
Shenba
o
Chacan
g
Guangz
hou
Shenba
-
o 4,193,6 3,825,7
367,95
Menda 81.53 25.70
5.83
o Tea
Co.,
Ltd.
327
深圳市深粮控股股份有限公司 2018 年年度报告全文
-
Subtota 7,121,3 6,753,3 2,927,6
367,95
l 10.06 54.23 28.53
5.83
-
7,121,3 6,753,3 2,927,6
Total 367,95
10.06 54.23 28.53
5.83
(3) Other explanation
4. Operating income and operating cost
RMB/CNY
Current Period Last Period
Item
Income Cost Income Cost
Main business 165,407,623.24 156,886,817.06 163,863,447.98 154,883,304.80
Total 165,407,623.24 156,886,817.06 163,863,447.98 154,883,304.80
Other explanation
5. Investment earnings
RMB/CNY
Item Current Period Last Period
Investment income of long-term equity
-367,955.83 -306,318.47
based on equity
Financial products revenue 953,125.00 2,706,034.95
Other 450,000.00
Total 1,035,169.17 2,399,716.48
6. Other
XVIII. Supplementary information
1. Current non-recurring gains/losses
√Applicable □Not applicable
RMB/CNY
Item Amount Statement
Gains/losses from the disposal of non-
1,207,842.88
current asset
Governmental subsidy calculated into 8,311,158.51
328
深圳市深粮控股股份有限公司 2018 年年度报告全文
current gains and losses(while closely
related with the normal business of the
Company, excluding the fixed-amount or
fixed-proportion governmental subsidy
according to the unified national standard)
Capital occupancy expense, collected from
non-financial enterprises and recorded in 490,289.86
current gains and losses
Profit and loss of assets delegation on
1,984,446.92
others’ investment or management
Current net gains and losses occurred from
period-begin to combination day by
374,880,023.05
subsidiaries resulting from business
combination under common control
Held transaction financial asset,
gains/losses of changes of fair values from
transaction financial liabilities, and
investment gains from disposal of
transaction financial asset, transaction -474,740.24
financial liabilities and financial asset
available for sales, exclude the effective
hedging business relevant with normal
operations of the Company
Other non-operating income and expense
-4,434,126.83
other than the above mentioned ones
Gains/losses satisfied definition of the
450,000.00
non-recurring gains/losses
Less: Impact on income tax 3,210,576.33
Affect on minority equity 48,116.44
Total 379,156,201.38 --
Concerning the extraordinary profit (gain)/loss defined 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 Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□Applicable √Not applicable
2. ROE and earnings per share
Earnings per share
Profits during report period Weighted average ROE Basic EPS Diluted EPS
(Yuan/share) (Yuan/share)
329
深圳市深粮控股股份有限公司 2018 年年度报告全文
Net profits belong to common
stock stockholders of the 7.70% 0.2675 0.2675
Company
Net profits belong to common
stock stockholders of the
-1.77% -0.0615 -0.0615
Company after deducting
nonrecurring gains and losses
3. Difference of the accounting data under accounting rules in and out of China
(1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
√Applicable □Not applicable
RMB/CNY
Net profit Net assets
Current Period Last Period Ending balance Opening balance
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 1,067,000.00 1,067,000.00
market regulation
IAS 308,331,032.44 359,174,263.44 4,173,569,535.11 3,849,827,765.85
(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
(3) Explanation on data differences under the accounting standards in and out of China; as for the differences
adjustment audited by foreign auditing institute, listed name of the institute
4. Other
330
深圳市深粮控股股份有限公司 2018 年年度报告全文
Section XII. Documents available for Reference
1. Text of financial statement with signature and seals of legal person, person in charge of accounting works and
person in charge of accounting institution;
2. Original audit report with seal of accounting firms and signature and seals of CPA;
3. Original and official copies of all documents which have been disclosed on Securities Times, China Securities
Journal, and Hong Kong Commercial Daily in the report period;
4. Original copies of 2018 Annual Report with signature of the Chairman.
331
