深圳市深粮控股股份有限公司 2019 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 2019
April 2020
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Section I. Important Notice, Contents and Interpretation
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 Jin Zhenyuan and Head of Accounting Institution (Accounting
Supervisors) Wen Jieyu hereby confirm that the Financial Report of Annual
Report 2019 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
Liu Haifeng Independent director Business trip Zhao Rubing
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
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深圳市深粮控股股份有限公司 2019 年年度报告全文
IV-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 2 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 no transfer of public reserves into share capital either.
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Contents
Section I. Important Notice, Contents and Interpretation .................................................................... 2
Section II Company Profile and Main Financial Indexes .................................................................... 6
Section III Summary of Company Business ...................................................................................... 12
Section IV. Discussion and Analysis of the Operation ....................................................................... 17
Section V. Important Events ............................................................................................................... 38
Section VI. Changes in Shares and Particulars about Shareholders .................................................. 71
Section VII. Preferred Stock .............................................................................................................. 79
Section VIII. Convertible Bonds ........................................................................................................ 80
Section IX. Particulars about Directors, Supervisors, Senior Executives and Employees ................ 81
Section X. Corporate governance ...................................................................................................... 95
Section XI. Corporate Bond ............................................................................................................. 105
Section XII. Financial Report .......................................................................................................... 106
Section XIII. Documents available for Reference ........................................................................... 296
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Interpretation
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 Shenliang Doximi Business Co., Ltd.
Flour Company, Flour Factory Refers to Shenzhen Flour Co., Ltd
Shenliang Quality Inspection Refers to Shenliang Quality Inspection Co., Ltd.
Dongguan Logistics Refers to Dongguan Shenliang Logistics Co., Ltd.
Dongguan International Food Industrial Park Development Co.,
Dongguan Food Industrial Park Refers to
Ltd.
Wuyuan Ju Fang Yong Refers to Wuyuan Ju Fang Yong Tea Industry Co., Ltd.
Shenbao Technology Center Refers to Shenzhen Shenbao Technology Center Co., Ltd.
Food Group Refers to Shenzhen Food Group Co., Ltd.
Fude Capital Refers to Shenzhen Fude State Capital Operation Co., Ltd.
Agricultural Products Refers to Shenzhen Agricultural Products Group Co., Ltd
SIHC Refers to Shenzhen Investment Holdings 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
BDO CPAs Refers to BDO China Shu Lun Pan Certified Public Accountant LLP
Article of Association Refers to Article of Association of Shenzhen Cereals Holdings Co., 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 2019 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 Du Jianguo Chen Kaiyue, Liu Muya
13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd.,
Contact add.
Futian District, Shenzhen Futian District, Shenzhen
Tel. 0755-83778690 0755-83778690
Fax. 0755-83778311 0755-83778311
E-mail dujg@slkg1949.com chenky@slkg1949.com、liumy@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 2019 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,
applicable) 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.
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, SIHC completed the transfer of all of its 79,484,302 shares of A
shareholders (if applicable)
shares in the company to Food Group (former named as Fude Capital). After the
completion of the equity transfer, SIHC no longer holds shares in the company, while
Food Group 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, becoming the controlling shareholder of
the company.
V. Other relevant information
CPA engaged by the Company
Name of CPA BDO China Shu Lun Pan Certified Public Accountant LLP
BDO CPAs, 5/F, No.11 Building, Phase II q-plex, No. 4080, Qiaoxiang Rd., Nanshan District,
Offices add. for CPA
Shenzhen
Signing Accountants Qi Tao, Zhang Wanbin
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
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Reasons for retroactive adjustment or re-statement
Enterprise combined under the same control
Changes
2018 over last 2017
2019 year
After Before
Before adjustment After adjustment After adjustment
adjustment adjustment
Operating revenue
11,059,984,335.92 10,758,782,838.14 10,758,782,838.14 2.80% 315,762,708.35 10,793,693,156.79
(RMB)
Net profit attributable
to shareholders of the
363,501,809.52 308,331,032.44 308,331,032.44 17.89% -54,094,136.23 359,174,263.44
listed
Company(RMB)
Net profit attributable
to shareholders of the
listed Company after
350,898,272.66 -70,825,168.94 -70,825,168.94 595.44% -56,114,386.31 -56,114,386.31
deducting
non-recurring gains
and losses(RMB)
Net cash flow arising
from operating 190,053,823.97 299,103,635.58 299,103,635.58 -36.46% -94,914,594.15 17,058,691.88
activities(RMB)
Basic earnings per
0.3154 0.2675 0.2675 17.91% -0.1089 0.3116
share (RMB/Share)
Diluted earnings per
0.3154 0.2675 0.2675 17.91% -0.1089 0.3116
share (RMB/Share)
Weighted average
8.46% 7.70% 7.70% 0.76% -5.46% 9.55%
ROE
Changes
Year-end of 2018 over end of Year-end of 2017
Year-end of 2019 last year
After Before
Before adjustment After adjustment After adjustment
adjustment adjustment
Total assets (RMB) 6,775,067,275.86 6,468,951,793.87 6,468,951,793.87 4.73% 1,070,386,220.55 5,911,027,724.31
Net assets attributable
to shareholder of
4,420,751,187.57 4,172,502,535.11 4,172,502,535.11 5.95% 946,920,577.33 3,848,760,765.85
listed
Company(RMB)
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深圳市深粮控股股份有限公司 2019 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 363,501,809.52 308,331,032.44 4,420,751,187.57 4,172,502,535.11
Items and amount adjusted by IAS
Adjustment for other payable
fund of stock market 1,067,000.00 1,067,000.00
regulation
IAS 363,501,809.52 308,331,032.44 4,421,818,187.57 4,173,569,535.11
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
Q1 Q2 Q3 Q4
Operating income 2,570,626,148.23 2,211,541,584.46 2,698,691,403.40 3,579,125,199.83
Net profit attributable to
121,325,678.48 81,843,172.13 126,218,773.60 34,114,185.31
shareholders of listed Company
Net profit attributable to
shareholders of listed Company
119,123,269.62 79,071,830.43 123,362,000.33 29,341,172.28
after deducted non-recurring
gain/loss
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Net cash flow arising from
-220,345,085.86 -169,084,543.89 450,361,780.45 129,121,673.27
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
In RMB
Item 2019 2018 2017 Note
Gains/losses from the disposal of non-current asset
(including the write-off that accrued for impairment of -43,069.03 1,207,842.88 -50,200.13
assets)
Governmental subsidy reckoned into current gains/losses
(not including the subsidy enjoyed in quota or ration
12,297,924.24 8,311,158.51 2,990,059.15
according to national standards, which are closely relevant to
enterprise’s business)
Fund possession cost reckoned in current gain/loss charged
436,664.31 490,289.86 488,839.56
from non-financial enterprise
Profit and loss of assets delegation on others’ investment or
6,299,093.96 1,984,446.92 2,706,034.95
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
from enterprise combined under the same control
Gains and losses from change of fair values of
held-for-transaction financial assets, derivative financial
assets, held-for-transaction financial liability and derivative
financial liability except for the effective hedge business
41,281.76 -474,740.24 -1,651,270.40
related to normal business of the Company, and investment
income from disposal of tradable financial assets, derivative
financial assets, tradable financial liability, derivative
financial liability and other debt investment.
Switch-back of provision of impairment of account
receivable and contract assets which are treated with separate 1,035,149.32
depreciation test
Other non-operating income and expenditure except for the
-4,544,601.53 -4,434,126.83 -4,097,739.37
aforementioned items
Other gains/losses items that conform to the definition of
450,000.00
non-recurring gains/losses
Less: impact on income tax 2,149,564.84 3,210,576.33 51,797.61
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Impact on minority shareholders’ equity (post-tax) 769,341.33 48,116.44 -1,686,323.93
Total 12,603,536.86 379,156,201.38 415,288,649.75 --
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 2019 年年度报告全文
Section III Summary of Company Business
I. Main businesses of the Company in the reporting period
During the reporting period, the company further promoted the business integration and coordinated development,
the main business includes the wholesale and retail business, food processing and manufacturing business, leasing
and commerce service business.
The wholesale and retail business are mainly rice, wheat, rice in the husk, corn, sorghum, cooking oil and other
varieties of grain and oil as well as the sales of fine tea, beverage and condiment. 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 providing raw material supplying service to customers such as large traders,
feed and flour processing enterprises in the industry; the rice, flour, edible oil, fine tea and beverage etc. are mainly
supply to the enterprises and institutions, food enterprises and community residents etc.
Food processing and manufacturing business are mainly the processing the technology research in aspect of flour,
rice, cooking oil, tea and natural plants, beverage and condiments etc. The company's flour brands and products
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 “Shenliang Duoxi”, “Guzhixiang”, “Jinjiaxi”, “Runxiangliangpin”, “Hexiang”, “Shenliang Yushuiqing”,
etc. Cooking oil products include brands such as “Shenliang Duoxi”, “Shenliang Fuxi”, “Hongli” and “Shenliang
Yushuiqing”, etc. Shenliang Duoxi Changxiangdao Daohuaxiang Rice was selected as the first batch of “China
Good Grain and Oil” products of the National Grain Administration, its production and processing process
conforms to the requirements for the evaluation of Shenzhen-supplied food, and it is allowed to use the Shenzhen
Standard SZ Product logo. ”Shenliang Yushuiqing” has formed a serial of special grade military grain supply,
military demand and civil brands in rice, flour, oil and coarse cereals. Tea products of the Company including
“Golden Eagle” instant tea powder, tea concentrate and other series of tea products; “Jufangyong”, “Gutan”,
“Fuhaitang” series of tea products; condiment including the “Tri-Well” oyster sauce, chicken essence and seafood
sauce; beverage includes “Shenbao” chrysanthemum tea, lemon tea, herbal tea and other series of drinks.
The leasing and business service refers to providing the professional import & export trade, warehousing &
storage, logistic & distribution, quality inspection & information technology services for all kinds of clients in the
upstream and downstream of the industrial chain, by using the advantage of brand, reputation, experience,
management, services, facilities and information systems that accumulated in field of grain and oil market, as well
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深圳市深粮控股股份有限公司 2019 年年度报告全文
as the property leasing & management, commerce operation management services. the construction and operation
for the node in Shenliang Dongguan Grain Logistics are promoted steady. 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, processing industry, and market transaction. The subordinate
Shenliang Quality Inspection has obtained the qualification certificate of quality inspection organization, and was
awarded the “Guangdong Shenzhen National Grain Quality Monitoring Station”. The subordinate Shenliang
Cold-Chain providing a cold chain storage and distribution services for customers, and the Shenliang property
Development Company is the professional assets management platform enterprise.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Equity assets No major Change
Fixed assets No major Change
Intangible assets No major Change
Investment for node project engineering from Shenliang Dongguan Logistic and
Construction in progress
construction in progress of Shuangyashan grain-source base project increased
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
During the reporting period, the company extended and expanded the development of grain and tea industry chain,
deepened corporate reforms and strengthened the core competitive advantages of enterprises by optimizing
resource integration. The company stimulated the vitality of the enterprise through innovative implementation of
EVA performance appraisal mechanism, promoted the sustainable development of the enterprise through the grain
logistics node project, promoted the reform of the grain and oil reserve mechanism by adhering to the
marketization direction, and improves the management efficiency by continuously leading the information
construction of the domestic grain industry, prevented business risks by perfecting the management and control
mode, and accumulated strengths in leapfrog development space by strengthening the corporate culture and talent
management, and we have embarked on a sustainable development path of traditional enterprise self-innovation
and formed the company's unique competitiveness.
1. Management Efficiency Advantage
The core management team of the company has rich experience and stable structure, and has a strong strategic
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深圳市深粮控股股份有限公司 2019 年年度报告全文
vision and pragmatic spirit. It has formed a set of effective system 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 deepened and subdivided its target markets, carried
out specialized operations in different areas of the grain and oil food industry chain, embraced the Internet, and
gradually built a “trinity” of multilevel product supply network of terminal grain and oil e-commerce, catering and
distribution services, and bulk grain and oil trading services. In terms of e-commerce, the company vigorously
developed new formats of grain, and actively promoted the development of new grain retail formats such as
“Internet + Grain” and “Community Automatic Selling Grain Supply Centers”. It has already had the B2C Grain
and Oil Network Direct Selling Platform “Doximi .com”, and has opened channels on Tmall, Jingdong Mall and
other e-commerce platforms to promote the online and offline deep integration of e-commerce platforms. In terms
of catering and distribution, the company has built a one-stop distribution service platform for large-scale terminal
customers such as chain catering and canteens of thousands of people. Food and oil trading services, the company
builds a grain bulk commodity trading platform, efficiently integrates business flow “Shenliang Cereals Trading
Network”, 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
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深圳市深粮控股股份有限公司 2019 年年度报告全文
construction of “standardization, mechanization, informationization and harmlessness” of warehouse management
in the industry, independently develops “grain logistics information system” (Shenliang 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. More than 30 information
systems have been developed and run normally. As of now, the company has 89 patents (among them, 67
certificates were obtained and 22 cases were accepted for practical examination ) and 23 software copyrights.
4. Advantages of quality control
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. Shenliang 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. Advantage of brand effect
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”, “China Top
100 Grain and Oil Enterprise”, “China’s Most Respected Grain and Oil Enterprise”, “National Top 100 Military
Supply Stations”, “Key Agricultural Leading Enterprises in Guangdong Province” and “Shenzhen Quality
Benchmark”, etc., and was awarded “Shenzhen Credit Enterprise”, “Shenzhen Old Brand”, “Leading Enterprises
Strongly Support Grain and Oil Industrialization”, etc., the market influence of “Shenliang Yushuiqing”,
“Shenliang Duoxi”, “Guzhixiang”, “Clivia”, “Shenliang Fuxi” and other brands has gradually expanded, and the
subordinate flour company has won the title of “Shenzhen Old Brand”, and Shenliang 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. Its production and processing
process conforms to the requirements for the evaluation of Shenzhen-supplied food, and it is allowed to use the
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Standard SZ Product logo
6. Comprehensive basic advantages
The company has a large-scale warehouse capacity in Shenzhen, it is the main force of Shenzhen's municipal
grain reserves and the “rice bag” trusted by the public. At present, its own grain storage capacity is about 400,000
tons. Over the years, on the basis of giving priority to ensuring the government's macroeconomic regulation and
control of grain and guaranteeing the grain security, the company has been exploring the reform of the grain and
oil reserve system and mechanism, fully utilizing the operational characteristics and advantages of “dynamic
rotation” and fully participating 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. The company has established long-term, extensive and diversified cooperative
relations with grain and oil traders, processors and end customers, and has built a wide business network and
stable business channels. It has a high market share in the regional market and is rated as “Key Agricultural
Leading Enterprise of Guangdong Province” by the Department of Agriculture of Guangdong Province.
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Section IV. Discussion and Analysis of the Operation
I. Introduction
During the reporting period, in accordance with the annual key work and strategic planning objectives, SZCH
Foods adhered to the goal of progress and stability, took subsequent integration after restructuring, and
remodeling of the company’s strategy as the starting point and end point of business management, synchronously
deployed, planned and implemented the work of party building and the central work, completed the annual target
tasks, achieved good results, improved the development quality of the main business, steadily advanced the
construction of strategic projects, and further improved the level of internal control.
1. Main business development
During the reporting period, the company based on its own advantages and industrial development, used
information technology, innovated and opened up the grain and oil products supply channels and trading methods,
created a new pattern for tea and food business industry, built a multi-group and multi-channel food supply chain
and service network, expanded the effective supply of medium- and high-end grain, oil, and food, and strive to
meet people's needs of "quality, diversity, nutrition, health, green, and convenience", and promoted the
transformation of grain and oil products from "eat full" to "eat well".
During the reporting period, the company continued to focus on food circulation services, actively build a supply
chain, continuously extend the industrial chain, innovated business model, upgrade the industrial value chain, and
completed grain and oil supply services with quality and quantity guaranteed, and the main grain and oil industry
continued to develop well.
The company realized an overall loss reduction through integration and reconstruction of the tea and natural plant
intensive processed, the beverage drinks and fine tea business during the reporting period.
2. Key projects
During the reporting period, the construction and operation of the company's Dongguan grain logistics node
progressed smoothly. The construction of grain logistics and terminal supporting projects, CDE warehouse
project, food deep processing projects and the first phase of the wharf have been steadily advanced according to
the plan and progress. The subordinate Dongguan logistics company promoted the establishment of safety
production standardization and achieved results, and was awarded the second-level enterprise of safety production
standardization, and won the title of “National Food Security Publicity and Education Base” and “National Key
Leading Enterprise of Agricultural Industrialization”
17
深圳市深粮控股股份有限公司 2019 年年度报告全文
During the reporting period, the company's northeast grain source base project star to operate. In order to speed up
the implementation of the “North Grain to the South, South Grain for Storage in North” strategy, the company set
up the infrastructure office of the Northeast Grain Source Project to accelerate the construction of the grain source
base project. In June, the main project of the first phase of the Northeast Grain Source Base Project of 150,000
tons has been started; at the end of October, the intelligent grain depot of SZCG Heilongjiang Grain Industrial
Park began to received grain.
3. Continuous innovation and development
During the reporting period, the company improved the efficiency of its operational management by increasing
the application of informatization innovation results to ensure the sustainable and healthy development of
enterprise. At present, the innovative R&D system with Shenliang research institute as the core and with the
far-reaching data, the product research and development center of flour company, the doximi quality inspection
R&D department, the technology center of reserve branch of SZCG, the tea product and technology research and
development center as the key supports has been focusing on the innovation and research and development of
informatization projects, guided by the operational management needs and the development of the industry's most
cutting-edge technology, planed and completed 14 informatization projects such as company management and
control and innovation management platform. Up to now, the company has applied for and obtained a total of 89
patents and has 23 software copyrights.
4. Other key tasks
(1) During the reporting period, continue to improve the corporate governance. The company completed the
organizational restructuring, completed the changes of company name, business scope, registered capital and
securities short name, and completed the reelection of the board of directors, the board of supervisors and senior
management personnel. In accordance with the new regulatory requirements and relevant regulations and
procedures, the company completed the combination and revision of the internal systems to promote the
improvement of corporate governance, and further enhanced the management effectiveness of the company
through various effective measures.
(2) During the reporting period, after reorganization, the Company achieved a comprehensive integration in terms
of system, business, personnel and culture etc. Open a new chapter of the development of tea+rice, former
business of Shenshenbao achieved an overall loss reduction through the integration of assets and business.
(3) During the reporting period, the company further strengthened fund management and control, and in
accordance with the centralized management mode of “internal bank” funds, funds are being effectively
supervised. The company further improved the CBS fund management information system function, and fully
opened the bank-corporate direct linkage of 9 banks, to set up bank account information database to realize the
system supervision of banks and accounts.
(4) During the reporting period, the company further strengthened the risks, internal control and compliance
management. Built a standardized contracts library and formulated standard contract templates to cover various
18
深圳市深粮控股股份有限公司 2019 年年度报告全文
business types; carried out internal control evaluation to promote construction and promote the company’s internal
control system to a higher level; extended the risk control chain to the client end and conducted credit
investigations on new customers, escorted the company’s operation and development; realized the public release
of procurement information of the company and its subsidiaries on the Sunshine Procurement Service Platform,
and organized training on the Sunshine Procurement Platform.
(5)During the reporting period, the company created a new pattern of safe production work, further firmly
established the concept of safe development, strictly implemented the safe production responsibility system,
consolidated the safety management foundation, checked hidden dangers, immediately reformed, and became the
first enterprise in the municipal state-owned assets system to complete the “double” prevention mechanism and
safety standardization enterprises. The company closely followed the theme of “preventing risks, removing hidden
dangers, and curbing accidents”, and solidly carried out safety inspections at the end of the year and at the
beginning of the year, safety inspections for “safe production month”, “special protection period of the National
Day”, and “119” fire promotion week, and other special security activities.
In 2019, the company achieved a total operating income of 11,059,984,300 yuan, an increase of 2.80% over the
same period of the previous year; operating profit of 433,574,000 yuan, an increase of 27.07% over the same
period of the previous year; net profit attributable to shareholders of listed companies was 363,501,800 yuan, an
increase of 17.89% from a year earlier.
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
2019 2018
Increase/decrease
Ratio in operation Ratio in operation
Amount Amount y-o-y (+,-)
income income
Total operating
11,059,984,335.92 100% 10,758,782,838.14 100% 2.80%
income
According to industries
Manufacturing 627,951,990.26 5.68% 695,553,870.44 6.46% -9.72%
Wholesale and retail 9,581,032,153.83 86.63% 9,195,475,394.07 85.47% 4.19%
Leasing business and 851,000,191.83 7.69% 867,753,573.63 8.07% -1.93%
Business services
19
深圳市深粮控股股份有限公司 2019 年年度报告全文
According to products
Food, beverage and
277,107,818.38 2.51% 279,394,901.18 2.59% -0.82%
tea processing
Grain and oil trading
9,931,876,325.71 89.80% 9,611,634,363.33 89.34% 3.33%
and processing
Grain and oil
warehousing 735,929,556.24 6.65% 750,725,543.50 6.98% -1.97%
logistics service
Leasing and others 115,070,635.59 1.04% 117,028,030.13 1.09% -1.67%
According to region
Domestic market 11,018,875,088.16 99.63% 10,717,552,556.45 99.62% 2.81%
Exportation 41,109,247.76 0.37% 41,230,281.69 0.38% -0.29%
(2) About the industries, products, or regions accounting for over 10% of the Company’s operating income
or operating profit
√ Applicable □Not applicable
In RMB
Increase/decrease Increase/decrease Increase/decrease
Operating income Operating cost Gross profit ratio of operating of operating cost of gross profit
income y-o-y y-o-y ratio y-o-y
According to industries
Wholesale and
9,581,032,153.83 9,132,112,092.13 4.69% 4.19% 3.46% 0.68%
retai
According to products
Grain and oil
trading and 9,931,876,325.71 9,507,302,003.27 4.27% 3.33% 3.22% 0.10%
processing
According to region
11,018,875,088.1
Domestic market 9,919,240,953.96 9.98% 2.81% 2.67% 0.12%
6
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
20
深圳市深粮控股股份有限公司 2019 年年度报告全文
Increase/decrease
Industries Item Unit 2019 2018
y-o-y (+,-)
Sales volume Ton 3,989,774.55 4,100,188.31 -2.69%
Wholesale and retai Output Ton
Storage Ton 1,164,854.73 1,004,124.93 16.01%
Reasons for y-o-y relevant data with over 30% changes
□ 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
2019 2018
Increase/decrease
Industries Item Ratio in operation Ratio in operation
Amount Amount y-o-y (+,-)
cost cost
Wholesale and
Raw materials 9,132,112,092.13 91.73% 8,827,089,691.12 91.06% 3.46%
retai
In RMB
2019 2018
Increase/decrease
Products Item Ratio in operation Ratio in operation
Amount Amount y-o-y (+,-)
cost cost
Grain and oil trading
Raw materials 9,483,295,218.23 95.26% 9,185,461,514.60 94.76% 3.24%
and processing
Grain and oil trading
Labor wage 2,962,957.54 0.03% 2,659,530.58 0.03% 11.41%
and processing
Grain and oil trading
Cost of production 21,043,827.50 0.21% 22,757,384.98 0.23% -7.53%
and processing
Explanation
N/A
(6) Whether the changes in the scope of consolidation in Reporting Period
□Yes √No
(7) Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √Not applicable
21
深圳市深粮控股股份有限公司 2019 年年度报告全文
(8) Major sales and main suppliers
Major sales of the Company
Total top five clients in sales (RMB) 3,486,356,216.10
Proportion in total annual sales volume for top five clients 34.10%
Proportion in total annual sales volume for related sales
0.00%
among top five clients
Top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Client I 1,664,016,328.38 16.28%
2 Client II 499,257,250.38 4.88%
3 Client III 495,867,402.95 4.85%
4 Client IV 440,490,166.71 4.31%
5 Client V 386,725,067.68 3.78%
Total -- 3,486,356,216.10 34.10%
Other explanation on main clients
□ Applicable√Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 3,043,413,902.67
Proportion in total annual purchase amount for top five
29.93%
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 798,984,486.20 7.86%
2 Supplier II 685,117,211.88 6.74%
3 Supplier III 630,657,505.22 6.20%
4 Supplier IV 517,710,431.56 5.09%
5 Supplier V 410,944,267.81 4.04%
Total -- 3,043,413,902.67 29.93%
Other explanation on main suppliers
□ Applicable √Not applicable
3. Expenses
In RMB
22
深圳市深粮控股股份有限公司 2019 年年度报告全文
Increase/decrease
2019 2018 Note of major changes
y-o-y (+,-)
Sales expenses 250,657,691.24 255,021,072.54 -1.71% No major changes
Office expenses and staff remuneration
Administration expenses 260,693,015.60 246,543,836.47 5.74%
growth
The interest expenses declined from a
year earlier in the period, and interest
Financial expenses -636,614.92 10,131,313.25 -106.28% income increased on a y-o-y basis
which makes the reduction in financial
expenses
Expenses on R&D for tea products
R&D expenses 13,599,526.83 10,979,464.64 23.86%
increased
4.R &D investment
√Applicable □Not applicable
During the reporting period, the company developed and implemented a total of 14 information system projects,
including “Grain Security Project” grain depot intelligent upgrade and reconstruction, official website upgrade
and revision, shenliang cloud mobile intelligent management platform, innovation management platform, safety
production management system, expenses reporting management system, standard contract and standard customer
management system, quality inspection digital laboratory (phase II); Berg Kitchen supply chain system (phase III),
flour informatization phase III, Doximi warehouse management platform upgrade and reconstruction, cold chain
supply chain system (phase I), Hualian warehouse receipt management platform docking with EAS, Hualian
warehouse receipt management platform report development (phase I). Among them, the “Grain Security Project”
grain depot intelligent upgrade and reconstruction project vigorously improved the grain depot intelligence level
by building comprehensive cabling business, intelligent in and out of warehouse system, intelligent warehouse
management system, intelligent security system and related system integration in Pinghu Grain Depot, Shuguang
Grain Depot and Sungang Grain Depot. SZCH’s account management system helped to achieve accurate
traceability; shenliang cloud mobile intelligent platform provided strong technical supports for enterprises to
establish standardized and efficient management and control systems.
R&D investment of the Company
2019 2018 Change ratio(+,-)
Number of R&D (people) 88 67 31.34%
Ratio of number of R&D 7.45% 6.11% 1.34%
R&D investment (Yuan) 38,855,259.05 10,979,464.64 253.89%
23
深圳市深粮控股股份有限公司 2019 年年度报告全文
investment accounted for
0.35% 0.10% 0.25%
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
□ 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 2019 2018 Increase/decrease y-o-y (+,-)
Subtotal of cash in-flow from
11,472,769,827.75 11,015,888,418.12 4.15%
operation activity
Subtotal of cash out-flow from
11,282,716,003.78 10,716,784,782.54 5.28%
operation activity
Net cash flow arising from
190,053,823.97 299,103,635.58 -36.46%
operating activities
Subtotal of cash in-flow from
526,554,118.48 195,610,693.45 169.18%
investment activity
Subtotal of cash out-flow from
1,318,138,870.97 669,839,107.07 96.78%
investment activity
Net cash flow from investment
-791,584,752.49 -474,228,413.62 -66.92%
activity
Subtotal of cash in-flow from
437,425,075.72 562,240,181.56 -22.20%
financing activity
Subtotal of cash out-flow from
312,922,187.97 302,433,961.14 3.47%
financing activity
Net cash flow from financing
124,502,887.75 259,806,220.42 -52.08%
activity
Net increased amount of cash
-476,683,581.83 87,197,600.23 -646.67%
and cash equivalent
Reasons for y-o-y relevant data with major changes
√ Applicable□Not applicable
Net cash flow arising from operating activities: decreased on a y-o-y basis, mainly because the Company increased its grain and oil
inventories, and the net cash in-flow between sales and purchases decline from a year earlier; the net cash out-flow between
payments to other operating activities and receipt of other operating activities increased on a y-o-y basis.
24
深圳市深粮控股股份有限公司 2019 年年度报告全文
Net cash flow arising from investment activities: decreased on a y-o-y basis, mainly because the investment for Shenliang Dongguan
Grain Logistics Nodes Project construction increased; and net cash out-flow from investment of bank financial products increased;
Net cash flow arising from financing activities: decreased on a y-o-y basis, mainly due to the distribution of cash dividend to all
shareholders for 2019.
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
√Applicable □Not applicable
In RMB
Whether be
Amount Ratio in total profit Description of formation
sustainable
Investment income 9,838,224.64 2.29% Unsustainable
Gains/losses of fair
41,281.76 0.01% Unsustainable
value variation
Mainly resulted by the provision for falling
prices of inventory goods. When selling the
goods for which provision has been made for
Asset impairment -158,272,990.37 -36.89% inventory depreciation, the current cost will be Unsustainable
offset against the provision for inventory
depreciation which has been actually carried
forward.
Non-operating
1,256,705.25 0.29% Unsustainable
income
Non-operating
5,801,306.78 1.35% Unsustainable
expense
Credit impairment 3,496,756.37 0.82% Unsustainable
IV. Assets and liability
1. Major changes of assets composition
Implement the new financial instrument standards, new revenue standards or new leasing standards for the first time since 2020 and
adjust the relevant items of the financial statement at the beginning of the implementation year
√Applicable □Not applicable
In RMB
25
深圳市深粮控股股份有限公司 2019 年年度报告全文
Ratio
Year-end of 2019 Year-begin of 2019 Notes of major changes
changes
Ratio in total Ratio in total
Amount Amount
assets assets
The cash expenditures for investment
activities such as infrastructure
construction increased from a year
earlier, and cash paid for purchasing
Monetary fund 154,954,757.85 2.29% 631,638,339.68 9.76% -7.47% short-term financial products increased,
than the amount of money and funds
held at end of the period has a big
decrease from the beginning of the
period
Account
338,687,766.68 5.00% 473,646,886.64 7.32% -2.32%
receivable
The Company increased grain stocks
Inventory 3,064,701,212.14 45.23% 2,811,802,600.19 43.47% 1.76% according to the market condition
judgement
Investment real
269,704,937.17 3.98% 282,622,184.92 4.37% -0.39%
estate
Long-term equity
73,361,312.10 1.08% 70,999,666.81 1.10% -0.02%
investment
Fix assets 945,042,032.69 13.95% 993,136,743.51 15.35% -1.40%
Investment for node project
engineering from Shenliang Dongguan
Construction in
771,971,469.43 11.39% 186,586,135.06 2.88% 8.51% Logistic and construction in progress
progress
of Shuangyashan grain-source base
project increased
Short-term loans 23,595,000.00 0.35% 91,600,000.00 1.42% -1.07%
The bank long-term loans use for node
Long-term loans 835,912,556.41 12.34% 516,687,791.66 7.99% 4.35% project engineering from Shenliang
Dongguan Logistic increased.
2. Assets and liability measured by fair value
√ Applicable □Not applicable
In RMB
26
深圳市深粮控股股份有限公司 2019 年年度报告全文
Accumulative
Changes of Devaluation
Amount at the changes of Amount of Amount of Other
fair value of Amount in the end
Item beginning fair value purchase in sale in the chang
gains/losses withdrawing of period
period reckoned into the period period es
in this period in the period
equity
Financial
assets
1.Tradable
financial
assets
(excluding 1,124,927.96 41,281.76 1,166,209.72
derivative
financial
assets)
Other
non-current
57,500.00 57,500.00
financial
assets
Aforemention
1,182,427.96 41,281.76 0.00 0.00 0.00 0.00 0.00 1,223,709.72
ed total
Financial
0.00 0.00
liabilities
Other change
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
Book value at
Item Reasons for restriction
period-end
Construction in According to the long-term loan mortgage contract signed by Dongguan Logistics, a
120,065,528.37
progress 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 storage and terminal facilities to be built and
Fixed assets 366,455,515.01
other buildings and structures on the 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
Intangible assets 86,892,299.35 Guangdong Branch, 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 collateral for the borrowing.
According to the long-term loan mortgage contract signed by Dongguan Logistics, a
Intangible assets 36,584,762.87
subsidiary of the Company, and Dongguan branch of Agricultural Development Bank,
27
深圳市深粮控股股份有限公司 2019 年年度报告全文
Dongguan Logistics mortgaged the land “Yue (2016) Dongguan Real Estate Property No.
0028527” of Jingang (S) Road, Zhangpeng Village, Machong Town, Dongguan City to
Dongguan branch of Agricultural Development Bank as collateral for the loan.
Total 609,998,105.60
V. Investment analysis
1. Overall situation
√ Applicable□Not applicable
Investment in the same period of last year
Investment in reporting period (Yuan) Change scope
(Yuan)
624,359,305.05 294,171,532.43 112.24%
2. The major equity investment obtained in the reporting period
□Applicable √Not applicable
3. The major non-equity investment doing in the reporting period
√ Applicable □Not applicable
In RMB
Accumul
Whether Income Reasons for
ated Disclo Disclos
it is the Industry accumul failure to
Amount actual sure ure
investme with the Estimate ated at achieve
Investme input in input as Capital date index
Item nt for investme Progress d end of planned
nt ways the of the resources (if (if
fixed nt revenue the progress and
period end of applic applicab
assets involved reporting expected
reporting able) le)
(Y/N) period benefits
period
Grain
storage
and
wharf
complem
Start-up of
entary Owned
Storage the wharf
engineeri Self-buil 66,525,8 368,131, funds
Y and 92.03% project later
ng of d 77.51 651.20 and bank
wharf than
Donggua loans
expected
n
Shenlian
g
Logistics
Co., Ltd.
28
深圳市深粮控股股份有限公司 2019 年年度报告全文
Grain
storage
and
wharf
complem
entary
engineeri Owned
Warehou
ng of Self-buil 179,679, funds 43,363,0 56,571,3
Y se 0.00 100.00% -
Donggua d 302.57 and bank 00.00 52.91
logistic
n loans
Shenlian
g
Logistics
Co.,
Ltd.(Pha
se II)
Food
logistics
and
wharf
matching
Owned Adjustment
project Warehou
Self-buil 36,079,0 47,150,2 funds of
of Y se 9.58%
d 11.99 34.91 and bank construction
Donggua logistic
loans scheme
n
Shenlian
g
Logistics
Co., Ltd.
29
深圳市深粮控股股份有限公司 2019 年年度报告全文
Warehou
se
logistic
distributi
on center
of
Donggua Owned Adjustment
Warehou
n Self-buil 358,276, 629,713, funds 37,108,9 of
Y se 64.99%
Internati d 257.39 847.61 and bank 00.00 construction
logistic
onal loans scheme
Food
Industria
l Park
Develop
ment
Co., Ltd.
Food
processi
ng
project
Owned
of Flour
Self-buil 80,792,0 120,065, funds
Donggua Y processin 41.12% -
d 90.56 528.37 and bank
n SZCG g
loans
Oil &
Food
Trade
Co., Ltd.
Land use Self-buil Construc 26,706,0 243,997, Owned
N -
right d tion 67.60 060.82 funds
568,379, 1,588,73 80,471,9 56,571,3
Total -- -- -- -- -- -- -- --
305.05 7,625.48 00.00 52.91
4. Financial assets investment
(1) Securities investment
√ Applicable□Not applicable
In RMB
30
深圳市深粮控股股份有限公司 2019 年年度报告全文
Changes
Cumulat Curre
Short Accou in fair
Variet Initial ive fair nt Curren Profit and
Code of form nting Book value at value of Book value Account
y of invest value purch t sales loss in the Capital
securitie of measu the beginning the at the end of ing
securi ment changes ase amoun Reporting Source
s securit rement of the period current the period subject
ties cost in amou t Period
ies model profit and
equity nt
loss
Dome
Fair
stic Tradabl Debt
value
and Zhong e reschedu
000017 0.00 measu 1,124,927.96 41,281.76 0.00 0.00 0.00 41,281.76 1,166,209.72
overse hua-A financia led
rement
as l assets shares
s
stock
Total 0.00 -- 1,124,927.96 41,281.76 0.00 0.00 0.00 41,281.76 1,166,209.72 -- --
Disclosure date of
securities investment Not applicable
approval of the Board
Disclosure date of
securities investment
approval of the Not applicable
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
31
深圳市深粮控股股份有限公司 2019 年年度报告全文
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%
In RMB
Company Main Operating Operating
Type Register capital Total assets Net assets Net profit
name business income profit
Grain & oil
Shenzhen trading
Cereals Subsidi processing, 10,773,890,1 501,846,436. 464,971,760.
1,530,000,000.00 6,115,541,913.04 3,702,927,700.51
Group Co., ary Grain and 40.64 55 74
Ltd oil reserve
service
Shenzhen
Hualian
Subsidi Grain & oil 4,140,987,19 75,478,030.4 74,291,004.4
Grain & Oil 31,180,000.00 972,286,819.64 195,145,899.14
ary trading 7.94 1 2
Trade Co.,
ltd.
Shenzhen Grain & oil
Subsidi 3,118,961,38 70,926,189.8 70,662,790.0
Flour Co., trading 30,000,000.00 943,704,824.79 202,466,265.35
ary 1.26 2 2
Ltd processing
Particular about subsidiaries obtained or disposed in report period
√ Applicable □Not applicable
The way of getting and treating subsidiary Influence on overall product and
Company name
in the reporting performance
Hangzhou Chunshi Network Technology Impact on net profit of the Company for
Cancellation
Co., Ltd. the current year was -58000 yuan.
Explanation on main holding/stock-jointly enterprise:
Shenzhen Cereals Group Co., Ltd.: business scope: general business items: 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); storage (operated by branches); development, operation and
management of free property; providing management services for hotels; investing and setting up industries (specific projects are
separately declared); domestic trade; engaging in import and export business; E-commerce and information construction; and grain
circulation service. Licensed business items: the following projects shall be operated only with the relevant examination and approval
documents if they are involved in obtaining approval: information services (internet information service only); general freight,
professional transport (refrigerated preservation). Register capital was 1,530,000,000.00 Yuan. Ended as this period, total assets
amounted as 6,115,541,913.04 Yuan, and net assets amounting to3,702,927,700.51Yuan, shareholders’ equity attributable to parent
Company is 3,513,005,719.58 Yuan; in the reporting period, achieved operation income, net profit and net profit attributable to
shareholder of parent Company as 10,773,890,140.64 Yuan, 464,971,760.74 Yuan and 442,850,937.65 Yuan respectively.
32
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Hualian Grain and Oil Trade Co., Ltd.: Business scope: general business items: 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); Licensed business items: following items shall be operated only with the relevant examination and
approval documents if they are involved in obtaining approval: purchase and sale of grain and oil, online sales of grain and oil;
information service business (internet information service business only). Register capital was 31,180,000.00 Yuan. Ended as this
period, total assets amounted as 972,286,819.64Yuan, and net assets amounting to 195,145,899.14 Yuan, shareholders’ equity
attributable to parent Company is 195,145,899.14 Yuan.In the reporting period, achieved operation income is 4,140,987,197.94Yuan,
net profit is 74,291,004.42 Yuan and net profit attributable to parent Company as74,291,004.42, Yuan respectively.
Shenzhen Flour Co., Ltd.: business scope: general business items: 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. Licensed business items: following items shall be operated
only with the relevant examination and approval documents if they are involved in obtaining approval: flour processing and
production. Register capital was 30,000,000.00 Yuan. Ended as this period, total assets amounted as 943,704,824.79 Yuan, and net
assets amounting to 202,466,265.35 Yuan, shareholders’ equity attributable to parent Company is 202,466,265.35 Yuan;in the
reporting period, achieved operation income, net profit and net profit attributable to parent Company as 3,118,961,381.26 Yuan,
70,662,790.02 Yuan and 70,662,790.02 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 2019, the domestic wheat planting structure, regional layout and variety structure were further optimized, and
the wheat yields and quality improved. According to data released by the National Bureau of Statistics, domestic
wheat yield in 2019 was 133.6 million tons, an increase of 1.6% over 2018. And the Company has increased its
wheat imports in countries along the One Belt and One Road in 2019. According to the spirit of the 10th session of
the Central Committee for comprehensively deepening reform in September 2019, in the future, the domestic
policies will promote the integration of the three chains of the food industry chain, value chain and supplying
chain. Building a high-quality wheat and flour industry chain system to better meet the domestic consumer
demand.
The domestic rice yield in 2019 was 209.6 million tons, pattern of supply and demand is loose, the market price
33
深圳市深粮控股股份有限公司 2019 年年度报告全文
center of gravity has moved down obviously, and the sales pressure of rice market in some regions is greater. In
2019, domestic rice imports decreased significantly on a year-on-year basis, but exports increased significantly on
a year-on-year basis; our country changed from a rice net importer to a net exporter. The national standard of rice
(GB/T1354-2018) was officially implemented since 1 May 2019, to promote and optimized the adjustment of rice
planting structure and accelerate the transformation and upgrading of the industry.
In 2019, the overall supply of domestic corn was loose, however, affected by the African swine fever and the slow
development of corn deep processing industry, the demand plummets, and the corn industry may enter the stage of
oversupply in a short term. Reasonably guiding market expectation will be the top priority of corn industry in
recent years.
The domestic grain total output in 2019 was 663.84 million tons, an increase of 5.94 million tons or 0.9% from
2018, reached at all-time highs. China’s production of grain has shifted from increasing production to improving
quality, and the building of a modern grain industry system has been put on the agenda. The grain industrial
economy has become a new economic growth point. However, there is still a problem of insufficient innovation
ability in grain industry, and there is still room for optimization of industrial structure.
The production and consumption of the tea industry in the country continued to maintain an overall growth trend
in 2019. 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. Younger products and diversified
marketing are still the development trend of the tea industry.
2. The competitive landscape of the industry
At present, the domestic grain and oil trade processing logistics industry is a full circulation field, with a high
degree of marketization, many enterprises participating in the competition. The central enterprises and large local
grain enterprises have relatively complete storage and logistics facilities, enjoys a number of national policy
support; in recent year, a large number of excellent national and regional private grain enterprise stand out; with
the development of grain marketization in China, foreign-funded grain enterprises are emerging in China’s grain
market. Relying on a rich resources, abundant financial strength and mature management experience, the
competition in grain and oil industry is further intensified.
According to the national food security medium and long term program outline (2008-2020), the annual food
consumption of Shenzhen is about 4.65 million tons. The food industry in Shenzhen is booming, and there are
many grain and oil processing enterprises with certain scale and many small and medium-sized enterprises in the
region. With the development of double-zone construction, the urban population in pearl river delta is increasing,
people’s living standard is improving and the food market competition is orderly and unprecedented fierce.
(ii) The company’s development strategy
34
深圳市深粮控股股份有限公司 2019 年年度报告全文
SZCH will focus on the grain and tea business, in the process of integration and development, conform to the
country’s new development requirements for the grain industry, i.e. “agriculture head and industry tail”, “grain
head and food tail”, “three chains integration”, etc., seize the major historical opportunities of current significant
historical opportunities such as the construction of the Guangdong - Hong Kong - Macao Greater Bay Area and
the construction of the Shenzhen Pilot Demonstration Area, focus on the succession of the company’s “13th
Five-Year Plan” and “14th Five-Year Plan”, and innovate the development strategy of “one chain, two parks and N
platforms”, and focus on creating the “smart grain, oil and food supply chain quality service providers” with the
“high-quality grain source base + regional comprehensive park + urban distribution center”.
(iii) Operation plan for year of 2020
Looking forward to 2020, adhere to the central government’s general tone of “agriculture head and industry tail”,
“grain head and food tail”, “three chains integration”, firm the strategic goals of “creating the smart grain, oil and
food supply chain quality service providers” unswervingly, accelerate the implementation of the “one chain, two
parks and N platforms” strategy, take “technology prospering grain” and “talent prospering grain” as supports,
keep a foothold on the characteristics of Shenzhen’s pure sales area and port city, combine with the “One Belt and
One Road” to focus on expanding international grain sources, and take advantage of the port-surrounding location
to build the “eastern and southern grain coastal channel”. At the same time, there are the following seven work
plans:
Firstly, in term of strategic implementation: work out the strategic plan for the “14th five-year” plan and formulate
a precise and feasible strategic blueprint and strategic measures for transformation and development; focusing on
the strategic target of “creating a high-quality service provider of smart grain, oil and food supply chain”,
accelerate the formulation and refinement of the implementation path of the “N platform of One Chain and Two
Parks”; actively push forward the extension of the grain and oil industry chain to the food end, strive to upgrade
the value chain, and built a smart supply chain.
Secondly, in term of major projects: accelerate the construction of grain logistics nodes in Shengliang Dongguan,
further improve the terminal operation level and overall service ability; promoting the construction of supporting
projects of the northeast grain source base; continue to promote and expand the influence of the grain trading
network market; actively promote the construction of military-civilian integration projects; vigorously expand the
micro-complex market of tea and rice phase; speed up the construction of a “digital laboratory” for quality
inspection of deep grain.
Thirdly, in term of innovation-driven: Keep up with the policy guidance, and actively organize the application of
innovation projects; start the construction of research centers, and continue to do a good job in innovation project
management; strengthen the company’s innovation system, deepen the promotion of brand construction and
comprehensively strengthen intellectual property protection; do multi-pronged measures at the same time, and
35
深圳市深粮控股股份有限公司 2019 年年度报告全文
expand innovation cooperation and external channels.
Fourthly, in term of basic management: With “culture + strategy” as the driving force, deepen culture prospering
development and culture strengthening enterprise; further improve the company’s organizational structure and job
settings, establish a sound mechanism; with the help of information technology, continuously improve the funds
management level; continue to promote contract standardization projects and further expand and improve the
standard contract library; relay the internal control self-evaluation, and comprehensively improve the company’s
internal control system.
Fifthly, in term of production safety: Improve the safety system organization structure, grasp the implementation
of the safety responsibility system; focus on promoting the construction of safety production informatization;
continue to carry out safety production standardization and double prevention mechanism construction.
Sixth, in term of strengthen party building: Deeply study and implement the spirit of the Fourth Plenary Session of
the 19th Central Committee of the Party, and gather strength for the high-quality development of enterprises;
continue to deepen the educational achievements of “not forgetting the original intention and remembering the
mission well”, promote comprehensively and strictly strengthening party self-discipline to developing in depth
and breadth; improve the political stance and the standard system of party building at the grassroots level; broaden
publicity channels and strengthen theoretical armaments; strengthen efficiency monitoring and prevent corruption
risks; improve the ability to perform duties and consolidate joint supervision.
Seventh, in term of social responsibility: “Ensure national food security and firmly hold Chinese people’s rice
bowls in their own hands!” Keep food security, promote development, and take proactive actions to highlight the
role of state-owned enterprises; better serve people’s livelihood needs and enhance urban value.
(iv) Possible risks
In 2020,the outbreak of COVID-19 epidemic has spread around the world and had an impact on the global
economy. The international trade industry supply chain and other aspects have been affected. In view of the
possible market and business risks, on the one hand, the company has formulated the procurement plan for the
year, actively expanded the procurement channels, and ensured adequate and orderly supply of grain; on the other
hand, continue to strengthen the communication with the upstream and downstream customers of the industrial
chain, and vigorously expand the sales channels, focusing on the needs of customers, we will deeply cultivate the
brand and services, enhance the brand value and competitiveness of the company, minimized the impact of the
epidemic on the company as much as possible.
36
深圳市深粮控股股份有限公司 2019 年年度报告全文
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 2019 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
Y
proper 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 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.
The equity distribution plan for 2019: Based on share capital of 1,152,535,254 on 31 Dec 2019, distributed 2 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
Ratio of the Ratio of the
Net profit Ratio of the
cash bonus by total cash
attributable to cash bonus in
other ways in bonus (other
common stock net profit Proportion for
net profit Total cash ways included)
Amount for shareholders of attributable to cash bonus by
Year for bonus attributable to bonus in net profit
cash bonus (tax listed company common stock other ways(i.e.
shares common stock (including attributable to
included) in shareholders of share
shareholders of other ways) common stock
consolidation listed company buy-backs)
listed company shareholders of
statement for contained in
contained in listed company
bonus year consolidation
consolidation contained in
38
深圳市深粮控股股份有限公司 2019 年年度报告全文
statement statement consolidation
statement
2019 230,507,050.80 363,501,809.52 63.41% 0.00 0.00% 230,507,050.80 63.41%
2018 115,253,525.40 308,331,032.44 37.38% 0.00 0.00% 115,253,525.40 37.38%
2017 0.00 359,174,263.44 0.00% 0.00 0.00% 0.00 0.00%
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) 2
Shares transferred from every 10 shares (Share) 0
Equity base of distribution plan (Share) 1,152,535,254
Cash bonus distribution (RMB) (Tax included) 230,507,050.80
Cash bonus distribution in other ways (i.e. share buy-backs)
0.00
(RMB)
Total cash bonus (including other ways) (RMB) 230,507,050.80
Distributable profits (RMB) 257,672,677.94
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 BDO China Shu Lun Pan Certified Public Accountant LLP, in consolidate statement, the net profit attributable to
shareholders of parent company amounted as 363,501,809.52 yuan in 2019, net profit of parent company was 230,466,907.81 yuan;
Ended as 31st December 2019, the profit of parent company that can be distributed for shareholders was 257,672,677.94 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 2019 to shareholders general meeting: based on total share capital 1,152,535,254 shares of the
Company on 31st December 2019, distributed 2 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 2019 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
Com
Type of Commit Imple
Commitmen Commitm mit
commitme Content of commitments ment menta
ts ent party ment
nts date tion
term
Commitmen
ts for share
merger
reform
Commitmen
ts in report
of
acquisition
or equity
change
Shenzhen Other Commitment to non-normal business enterprises: For non-normal 2018-03 Impl Norm
Fude State commitme business enterprises under Shenzhen Cereals Group (including but not -23 eme al
Capital nts limited to enterprises that have been revoked business licenses, nt as perfor
Operation discontinued operation, etc.), the committed person will fully assist, pro mance
Co., Ltd. urge and promote Shenzhen Cereals Group to implement the mise
Commitmen
corresponding write-off procedures. After the completion of this d
ts in assets
reorganization, if Shenzhen Cereals Group or the listed company is
reorganizati
called to account, receives administrative punishment or suffers any
on
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.
40
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Other Relevant Commitments Regarding the Existence of Flaws in Leased 2018-03 Impl Norm
Fude State commitme Property: The leased house property of Shenzhen Cereals Group and its -23 eme al
Capital nts holding subsidiaries has the following conditions: (1) The lessor has not nt as perfor
Operation provided the ownership documentary evidence of the property and/or pro mance
Co., Ltd. the documentary evidence proving the lessor has the right to rent out mise
the house property. (2) The lease term of part of the leased house d
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.
41
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Other Commitment Letter on Flaws in House Property and Land: In the case 2018-03 Impl Norm
Fude State commitme that some of the house properties held by Shenzhen Cereals Group fail -23 eme al
Capital nts to rename the obligee of the property ownership certificate, the nt as perfor
Operation committed person will fully assist, urge and promote Shenzhen Cereals pro mance
Co., Ltd. Group or its subsidiaries to go through the formalities. After the mise
completion of this reorganization, if Shenzhen Cereals Group or the d
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 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.
42
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
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Other Commitment Letter on the Company’s System Reform and System 2018-03 Impl Norm
Fude State commitme Evaluation of Shenzhen Cereals Group in 1998: After the completion of -23 eme al
Capital nts this restructuring, if Shenzhen Cereals Group or the listed company is nt as perfor
Operation called to account, receives administrative punishment or suffers any pro mance
Co., Ltd. losses as the system reform is not evaluated or other reasons related to mise
this reform, the committed person will bear the relevant legal liability, d
and fully compensate the listed company and Shenzhen Cereals Group
within 30 working days after the actual loss occurs.
Shenzhen Other Commitment on the Adjustment of the Main Business: Within 24 2018-03 Impl Norm
Fude State commitme months after the completion of the transaction, the Company has no -23 eme al
Capital nts plan, intention or arrangement to divest the main assets related to the nt as perfor
Operation existing business of the listed company through the shareholders’ pro mance
Co., Ltd. meeting and the board of directors of the listed company. The listed mise
company will strive to improve the management level based on the d
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 of the reorganization, and create
greater value for shareholders.
Shenzhen Other Commitment to Maintain the Position of Controlling Shareholders of 2018-03 Impl Norm
Fude State commitme Listed Companies: Within 60 months from the date of completion of -23 eme al
Capital nts this transaction, the Company promises not to voluntarily give up the nt as perfor
Operation controlling shareholder status in the listed company, and guarantees that pro mance
Co., Ltd. the controlling shareholder status of the listed company will not be mise
changed due to reasons of the Company during this period, nor assists d
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 Other Commitment on the public shares: After the completion of the 2018-03 Impl Norm
Fude State commitme transaction, the committed person will cautiously nominate directors -23 eme al
Capital nts and supervisors, and will not nominate candidates for directors, nt as perfor
Operation supervisors and senior management to the listed company that will pro mance
Co., Ltd. cause the proportion of public shares of the listed company not meet mise
the requirements of the Listing Rules of Shenzhen Stock Exchange.; d
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 .
43
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Performan Commitment on performance compensation: Fude Capital promises 2018-03 Impl Norm
Fude State ce that after the completion of the audit and evaluation of Shenzhen -23 eme al
Capital commitme Cereals Group, the Company will make a commitment to the nt as perfor
Operation nts and performance of Shenzhen Cereals Group within three years after the pro mance
Co., Ltd. compensat completion of the restructuring, and sign a clear and feasible mise
ion compensation agreement on the achievement of performance promised d
arrangeme by the target company with the listed company so as to protect the
nts 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”, 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 Shares Commitment on the Lock-up Period of the Shares: 1. The shares of the 2018-03 2019 Norm
Agricultur limited for listed company obtained by the committed person before the -23 -11- al
al sale transaction shall not be transferred within 12 months from the date of 12 perfor
Products commitme completion of the transaction. 2. During the lock-up period of shares, mance
Co., Ltd. nt 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.
44
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Shares Commitment on the Lock-up Period of the Shares: Shenzhen Shenbao 2018-04 2020 Norm
Fude State limited for Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao” and -02 -5-1 al
Capital sale “Listed Company”) intends to purchase the 100% equity of Shenzhen 2 perfor
Operation commitme Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”, “target mance
Co., Ltd. nt company”) held by the shareholders of SZCG through issuance of
shares. Shenzhen Fude State 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 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.
45
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Other Commitment letter of Shenzhen Fude State Capital Operation Co., Ltd. 2018-04 Impl Norm
Fude State commitme on pending litigation of Shenzhen Cereals Group Co., Ltd.: Shenzhen -02 eme al
Capital nts Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao”, nt as perfor
Operation “Listed Company”) intends to purchase the 100% equity of Shenzhen pro mance
Co., Ltd. Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”, “target mise
company”) held by the shareholders of SZCG through issuance of d
shares. In view of the two unfinished major lawsuits/arbitration of
SZCG, Shenzhen Fude State 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 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 Other Commitment letter of Shenzhen Fude State Capital Operation Co., Ltd. 2018-04 Impl Norm
Fude State commitme on risks of making a supplementary payment for the rent at earlier stage -02 eme al
Capital nts of Pinghu Grain Depot: Shenzhen Shenbao Industrial Co., Ltd. intends nt as perfor
Operation to purchase the 100% equity of Shenzhen Cereals Group Co., Ltd. pro mance
Co., Ltd. (hereinafter referred to as “SZCG”) held by the shareholders of SZCG mise
through issuance of shares. Shenzhen Fude State Capital Operation Co., d
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 Other Commitment letter on the house properties of Shenzhen Cereals Group 2018-04 Impl Norm
Fude State commitme and its subsidiaries that have not obtained the housing ownership -02 eme al
Capital nts certificate: Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred nt as perfor
Operation to as “Shenshenbao” and “listed company”) intends to purchase the pro mance
Co., Ltd. 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred mise
to as “SZCG”, “target company”) held by the shareholders of SZCG d
through issuance of shares. Shenzhen Fude State 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.
46
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Shares Commitment on Shenzhen Fude State-owned Capital Operation Co. 2018-04 Impl Norm
Fude State limited for Ltd. to accept the restricted shares of non-tradable shares reform of -04 eme al
Capital sale Shenzhen Shenbao Industrial Co., Ltd. held by Shenzhen Investment nt as perfor
Operation commitme Holdings Co., Ltd.: Shenzhen Fude State-owned Capital Operation Co. pro mance
Co., Ltd. nt Ltd. (hereinafter referred to as “Fude Capital”) accepts 79,484,302 mise
shares of A shares of Shenshenbao A (000019) (including 66,052,518 d
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.
47
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Commitm Commitment Letter on Avoiding Horizontal Competition: In view of 2018-06 Impl Norm
Fude State ents on the fact that Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred -08 eme al
Capital inter-indus to as “Listed Company”) intends to acquire 100% equity of Shenzhen nt as perfor
Operation try Cereals Group Co., Ltd. held by Shenzhen Fude State-owned Capital pro mance
Co., Ltd. competitio Operation Co. Ltd. (hereinafter referred to as “the Company”) by mise
n, related issuing shares to purchase assets, the Company has made the following d
transaction commitments: 1. As of the issue date of this Commitment Letter, the
s and Company and other enterprises controlled by the Company have not
capital engaged in any business or activity that directly or indirectly constitute
occupancy horizontal competition to the Listed Company and its subsidiaries in
the business, and guarantees that it will not 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 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.
48
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Commitm Commitment Letter on Reducing and Regulating Related Transactions: 2018-06 Impl Norm
Fude State ents on In view of the fact that Shenzhen Shenbao Industrial Co., Ltd. -08 eme al
Capital inter-indus (hereinafter referred to as “Listed Company”) intends to acquire 100% nt as perfor
Operation try equity of Shenzhen Cereals Group Co., Ltd. held by Shenzhen Fude pro mance
Co., Ltd. competitio State-owned Capital Operation Co. Ltd. (hereinafter referred to as “the mise
n, related Company”) by issuing shares to purchase assets, the Company has d
transaction made the following commitments: 1. The enterprises directly or
s and indirectly controlled or affected by the Company and the restructured
capital company and its holding companies will regulate and minimize the
occupancy related transactions. For related transactions that cannot be avoided or
have reasonable reasons to occur, the Company promises to 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.
49
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Other Commitment on the Standardized Operation of Listed Company: 2018-06 Impl Norm
Fude State commitme Shenzhen Shenbao Industrial Co., Ltd. intends to purchase 100% equity -08 eme al
Capital nts of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as nt as perfor
Operation “SZCG”) held by Shenzhen Fude State-owned Capital Operation Co. pro mance
Co., Ltd. Ltd. (hereinafter referred to as “the Company”) through issuance of mise
shares. In response to the above transactions, the Company has made d
the following commitments: After the completion of this transaction,
the committed 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.
50
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Other Commitment Letter on the Legal Compliance of the Underlying Asset 2018-06 Impl Norm
Fude State commitme Operation: Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred -08 eme al
Capital nts to as “Shenshenbao”, “Listed Company”) intends to purchase 100% nt as perfor
Operation equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as pro mance
Co., Ltd. “SZCG”, “Target Company”) held by Shenzhen Fude State-owned mise
Capital Operation Co. Ltd. (hereinafter referred to as “the Company”) d
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 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.
51
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Other Commitment on the Independence of Listed Company: In view of the 2018-06 Impl Norm
Fude State commitme fact that Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to -08 eme al
Capital nts as “Shenshenbao”) intends to acquire 100% equity of Shenzhen Cereals nt as perfor
Operation Group Co., Ltd. (hereinafter referred to as “Target Company”) held by pro mance
Co., Ltd. Shenzhen Fude State-owned Capital Operation Co. Ltd. (hereinafter mise
referred to as “the Company”) by issuing shares to purchase assets, the d
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 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
52
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
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Commitm Commitment to Avoid Occupation of Non-operating Capital: Shenzhen 2018-06 Impl Norm
Fude State ents on Shenbao Industrial Co., Ltd. intends to acquire 100% equity of -08 eme al
Capital inter-indus Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”) nt as perfor
Operation try held by Shenzhen Fude State-owned Capital Operation Co. Ltd. pro mance
Co., Ltd., competitio (hereinafter referred to as “the Company”) through issuance of shares. mise
Shenzhen n, related In response to the above transactions, the Company has made the d
Agricultur transaction following commitments: 1. As of the issue date of this commitment
al s and letter, the committed person and its related person do not have any
Products capital illegal use of funds and assets of the listed company and SZCG, and
Co., Ltd. occupancy there is no case that the listed company and SZCG provide illegal
guarantee for the committed person and its related person. 2. After 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 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.
53
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Other Commitment related to the transactions: In view of the fact that 2018-06 2019 Fulfill
Shenbao commitme Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “the -08 -02- ed
Industrial nts Company”) intends to acquire 100% equity of Shenzhen Cereals Group 21
Co., Ltd. Co., Ltd. held by Shenzhen Fude State-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 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
54
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
深圳市深粮控股股份有限公司 2019 年年度报告全文
Commitmen
ts make in
initial
public
offering or
re-financing
Equity
incentive
commitmen
t
Other
commitmen
ts for
medium and
small
shareholder
s
Completed
on time Y
(Y/N)
If the
commitmen
ts is not
fulfilled on
time, shall
Not applicable
explain the
specify
reason and
the next
work plan
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)
55
深圳市深粮控股股份有限公司 2019 年年度报告全文
Found more in
the Notice of
Shenzhen the Company
Cereals Group 2018-01-01 2020-12-31 40,000 43,603.28 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, Fude Capital 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. On September 6, 2018, Fude Capital and Shenshenbao signed the "Supplementary
Agreement on Performance Compensation Agreement (I)", 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 as 436.0328 million 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.
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
1. Change of important accounting policies
Content & reasons Approval procedure Note
56
深圳市深粮控股股份有限公司 2019 年年度报告全文
According to the Notice on Revision and Issuance of
Consolidated Financial Statement Format (2019 version) (Cai
Items and amounts of the financial
Kuai [2019] No.16 from Ministry of Finance (hereinafter, the
statement of 2018 that are
Cai Kuai [2019] Co.16), format of the consolidate financial
significantly affected found more
statement has been revised, and requires the enterprise that Approved by the 6th session of
in the No.44 carry in Note V.
implemented the new financial instruments shall adjusted the 10th BO dated 28 Oct. 2019
Important policy and important
items in consolidate statement in line with the Cai Kuai [2019]
estimation of Section XII
No.16 and its annex correspondingly. And it will be applicable
Financial Report in the Report.
to the consolidate financial statement of 2019 and the
consolidate financial statements in subsequent periods.
On 1 Jan. 2019, the company
The Company implemented the revised Accounting Standards compare the results of
for Business Enterprise No. 22- Recognition and Measurement classification and measurement on
of Financial Instruments, Accounting Standards for Business financial assets and financial
Enterprise No. 23- Transfer of Financial Assets, Accounting liability that under the new
Standards for Business Enterprise No. 24- Hedge Accounting standards and original standards,
and Accounting Standards for Business Enterprise No. 37- adjustment on book value and loss
Presentation of Financial Instruments, (hereinafter referred to as reserves are shown in the
Approved by the 3rd session of
New Financial Instrument Standards) since 1 Jan. 2019. No following table. Main impact of
10th BOD dated 25 April 2019
adjustment is made to information in comparable periods in the implementation of new
accordance with the linkage between the relevant old and new financial instrument standards on
standards. The difference between the new standards and financial statement as of 1 Jan.
original standards on the first execution date shall be 2019 found more in the No.44
retroactively adjusted for retained earnings or other carry in Note V. Important policy
comprehensive earnings at the beginning of this reporting and important estimation of
period. Section XII Financial Report in
the Report.
The Company implemented the revised Accounting Standards
for Business Enterprise No.7- Non-monetary Assets Exchange
and Accounting Standards for Business Enterprise No.12- Debt
Restructuring since 1 Jan. 2019. According to the convergence Implementation of the new
th
provision of new and old standards, the Company shall adjusted Approved by the 7 session of standards will not affect the
th
the exchange of non-monetary assets and debt restructuring 10 BOD dated 30 Dec. 2019 financial status, operation results
between 1 Jan. 2019 and the implementation date of the and cash flow of the Company.
standards in accordance with the standards. The non-monetary
assets exchange and debt restructuring occurred before 1 Jan.
2019, no need to adjusted retroactively.
2. Changes in significant accounting estimates
There is no significant change in accounting estimates during the reporting period.
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.
57
深圳市深粮控股股份有限公司 2019 年年度报告全文
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
√ Applicable □Not applicable
During the reporting period, the Company canceled Hangzhou Chunshi Network Technology Co., Ltd.
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm BDO China Shu Lun Pan Certified Public Accountant LLP
Remuneration for domestic accounting firm (in 10 thousand
99
Yuan)
Continuous life of auditing service for domestic accounting firm 1
Name of domestic CPA Qi Tao, Zhang Wanbin
Continuous life of auditing service for domestic CPA 1
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, BDO China Shu Lun Pan Certified Public Accountant LLP was hired as the internal control audit
institutions of the Company, 0 Yuan for internal control audit fee.
In 2018, Wanho Securities Co., Ltd. are appointed as independent financial adviser of the Company for material assets reorganization,
0 Yuan for internal control audit fee.
X. Particular about suspended and delisting after annual report disclosed
□ Applicable √Not applicable
XI. Bankruptcy reorganization
□ Applicable √Not applicable
No bankruptcy reorganization for the Company in reporting period
XII. Significant lawsuits and arbitration of the Company
√ Applicable□Not applicable
Amount
Resulted an
Lawsuits involved (in Trial result and Execution of Disclosure Disclosure
accrual liability Progress
(arbitration) 10 thousand influence judgment date index
(Y/N)
Yuan)
58
深圳市深粮控股股份有限公司 2019 年年度报告全文
Relevant
litigation-re
lated
matters are
No, the event is
executed by
related to
As of the fourth legal dept.
routine
quarter of 2019 the Of the
operation of the
litigation matters Company
Company with
mainly including: and
minor amount. Judging from the
Disputes over sales external
Judging from litigation, it does
contract, laws firms. Not
7,185.79 the progress of not have a In processing
principal-agent The matters applicable
the case, significant impact
contract disputes, will
relevant on the Company
infringement litigation
litigation do not
disputes, loan involved
constitute a
contract disputes are carry
significant
and so on out the
impact on the
promotion
Company
according
to relevant
process
currently.
XIII. Penalty and rectification
□ Applicable √Not applicable
No penalty and rectification for the Company in reporting period.
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.
59
深圳市深粮控股股份有限公司 2019 年年度报告全文
XVI. Major related transaction
1. Related transaction with routine operation concerned
□ Applicable √ Not applicable
No related transaction occurred in the period with routine operation concerned
2. Assets or equity acquisition, and sales of assets and equity
□ Applicable √ Not applicable
No related transaction concerning the asses or equity acquisition and sold in the period
3. Related transaction of foreign investment
□ Applicable √Not applicable
No related transaction of foreign investment occurred in the period
4. Related credits and liabilities
□ Applicable √ Not applicable
No related credits and liabilities occurred in period
5. Other major related transaction
□ Applicable √Not applicable
No other major related transaction in the Period.
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
60
深圳市深粮控股股份有限公司 2019 年年度报告全文
(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)
Related
Complete Guarante
Announce Actual
Name of the Company Guarantee Actual date of Guarantee Guarantee implemen e for
ment guarantee
guaranteed limit happening type term tation or related
disclosure limit
not party
date
Guarantee for the subsidiaries
Related
Complete Guarante
Announce Actual
Name of the Company Guarantee Actual date of Guarantee Guarantee implemen e for
ment guarantee
guaranteed limit happening type term tation or related
disclosure limit
not party
date
Guarantee of the subsidiaries for the subsidiaries
Related
Complete Guarante
Announce Actual
Name of the Company Guarantee Actual date of Guarantee Guarantee implemen e for
ment guarantee
guaranteed limit happening type term tation or related
disclosure limit
not party
date
Dongguan Shenliang Joint liability
27,300 2015-07-13 19,083 8-year No Yes
Logistics Co., Ltd. guaranty
Dongguan Shenliang Joint liability
10,200 2016-12-21 4,603 5-year No Yes
Logistics Co., Ltd. guaranty
Dongguan Joint liability
International Food guaranty
Industrial Park 39,168 2018-07-27 26,193 14-year No Yes
Development Co.,
Ltd.
Dongguan Shenliang Joint liability
21,930 2019-01-25 767 12-year No Yes
Logistics Co., Ltd. guaranty
Dongguan Shenliang
Joint liability
Oil & Food Trade Co., 11,883 2019-04-19 4,775 guaranty 8-year No Yes
Ltd.
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 33,813 9,965
subsidiaries in report period
period (C1)
(C2)
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 110,481 55,421
the end of reporting period
end of reporting period (C3)
(C4)
Total amount of guarantee of the Company (total of three abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 33,813 occurred guarantee in report 9,965
(A1+B1+C1) period (A2+B2+C3)
Total amount of approved Total balance of actual
guarantee at the end of report 110,481 guarantee at the end of 55,421
period (A3+B3+C2) report period (A4+B4+C4)
The proportion of the total amount of actually guarantee in the net
12.54%
assets of the Company (that is A4+ B4+C4)
Including:
Balance of the guarantee provided for shareholder, actual
0
controller and their related parties (D)
The debts guarantee amount provided for the guaranteed parties
39,168
whose assets-liability ratio exceed 70% directly or indirectly (E)
Proportion of total amount of guarantee in net assets of the
0
Company exceed 50% (F)
Total amount of the aforesaid three guarantees (D+E+F) 39,168
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated procedures
N/A
(if applicable)
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 38,500 38,500 0
Total 38,500 38,500 0
The high-risk trust investment with single major amount or has minor security, poor fluidity and non-guaranteed
62
深圳市深粮控股股份有限公司 2019 年年度报告全文
□ 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
4. Other material contracts
□ Applicable √ Not applicable
No other material contracts in the period.
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 2019, SZCH continued to take Xi Jinping’s new era socialism with Chinese characteristics as a guide to carry
out targeted poverty alleviation work in Guilin Village, Yidu Town, Longchuan County, Heyuan City, according to
the document spirit of Guangdong Provincial Party Committee and Provincial Government’s Implementation
Opinions on the Three-Year Battle of Targeted Poverty Alleviation in the New Era (Yuefa (2016) No. 13), the
overall goal of Guilin Village’s targeted poverty alleviation was to implement the eight guarantees such as housing
security and medical security for poor households in Guilin Village in 2019 and fully implemented the “two no
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深圳市深粮控股股份有限公司 2019 年年度报告全文
worries and three guarantees” of poor households, and reached the basic requirements and core indicators of
poverty alleviation for the poverty-stricken population. All 143 persons in 52 households in Guilin Village have
been lifted out of poverty, and Guilin Village has been listed as a village being lifted out of poverty. In order to
advance the poverty alleviation work and ensure the overall victory of the poverty alleviation campaign, under the
correct leadership of the company’s party committee, the village poverty alleviation team of SZCH took the
following effective assistance measures: the first was in industrial assistance. Various new forms and methods
such as holding training courses, participating in the exhibition to assist the sales of tea, handling small loans,
guiding the increase of tea, increasing the planting area, using “substituting subsidies with rewards” and SZCH
assistance funds to invest in dividends, etc. to help poor households and village collectivity increase their income.
The second was to continue to increase the support for medical and education, and solve the worries of poor
families. The third was the village infrastructure, the construction of a new villager service center in Guilin
Village and the purchase of related office equipment were completed in 2019, and the safe drinking water project
of Guilin Village was completed and put into use.
(2) Summary of annual targeted poverty alleviation
In 2019, SZCH invested 1,450,600 yuan in poverty alleviation funds (not including consolation money and goods
and materials), which is used to promote industrial poverty alleviation work, improve infrastructure construction,
and support medical and education.
Performance and effect:
Firstly, in terms of industrial assistance, continued to carry out poverty alleviation work in a “company +
cooperative + farmer household + base” model, guided large tea-growing households to take the initiative to
purchase tea from more than 20 poor households with working ability, and helped broaden the sales of tea for
poor households; Using the “substituting subsidies with rewards” financial funds, guided 20 poor households with
labor ability to replenish and become shareholders in Aodingfeng Tea Cooperative. As of the end of 2019, the two
investment dividends for Nanyuewang Company and Aodingfeng Company amounted to 98,600 yuan, each
impoverished household with labor income increased by 4930.85 yuan (2017-2019, through the coordination of
the task force, guided the 20 impoverished households in Guilin Village with labor ability to invest in
Nanyuewang Company and Aodingfeng Cooperative by a total of 4 times with the financial funds, with a total
investment of 825,700 yuan, each investment enjoying a 5-year dividend); in May 2019, SZCH allocated 500,000
yuan to help Guilin Village Committee invest in Nanyuewang Company, which could bring 60,000 yuan of
dividends to the village collective every year to increase the collective income and strengthen the collective
economy.
Secondly, organized large tea growing households to participate in various exhibitions such as the Shenzhen
Spring Tea Expo, Nanyuewang Company and “TEAYORK HUB” e-commerce platform subordinate to the Tea
Expo sponsor Huajuchen Group signed a rent-free settlement agreement, and reached an initial cooperation
intention with four trading companies in Guangzhou and Shenzhen, and would further promote cooperation in the
future, which added momentum to the development of Guilin Village’s tea industry and enhanced the popularity
of “Guilin Tea”.
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Thirdly, in terms of village infrastructure construction, in 2019, SZCH invested a total of 620,000 yuan to
complete the construction of the villager service center in Guilin Village which was officially put into use in
January 2020; in December 2019, safe drinking water project of Guilin Village was completed and passed the
final acceptance, the project was invested by SZCH with a self-raised fund of 90,000 yuan, which greatly
improved the safe drinking water situation in Guilin Village.
Fourthly, in medical education assistance, invested 78,900 yuan to help villagers in Guilin Village with difficulties
in life to apply for new rural cooperative medical insurance, strengthen medical security, and reduce the burden of
villagers on disease prevention and treatment; applied for the subsidies of Shenzhen Charity Federation for the
children of 5 poor families, a total of 33,500 yuan, effectively reducing the economic burden of schooling of
children from poor households; invested 12,400 yuan to install LED display screens and toilet door partitions for
Guilin Elementary School, cleaned up the campus environment and purchased cleaning tools. In 2019, all 143
persons from 52 poor households in Guilin Village who have filed for poverty all have reached the conditions of
being lifted out of poverty, and Guilin Village has been listed as a provincial poor village being lifted out of
poverty.
(3) Performance of targeted poverty alleviation
Target Measurement unit Numbers/ implementation
i. Overall —— ——
Including: 1. fund 10 thousand yuan 145.06
2. Material discount 10 thousand yuan 8.83
3.number of poverty-stricken
population eliminating poverty with card for Person 143
archives established
ii. Invested by specific project —— ——
1.Industrial development poverty —— ——
Including: 1.1 Type —— Poverty Alleviation by Asset Income
1.2 numbers of industrial
Number 1
development poverty
1.3 Amount input 10 thousand yuan 50
1.4 number of poverty-stricken
population eliminating poverty with card for Person 7
archives established
2.Transfer employment —— ——
Including: 2.1 Amount input for vocation
10 thousand yuan 0
skills training
2.2 Number of vocation skills
Person-time 0
training
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深圳市深粮控股股份有限公司 2019 年年度报告全文
2.3 Number of poverty-stricken
population achieving employment with card for Person 0
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 0
the impoverished students
4.2 Number of subsidized poor
Person 0
student s
4.3 Amount input for improving the
10 thousand yuan 1.24
education resources in poverty-stricken areas
5.Health poverty alleviation —— ——
Including: 5.1 Amount input for medical
10 thousand yuan 7.89
and health resources in poverty-stricken areas
6.Ecological protection and poverty
—— ——
alleviation
Including: 6.1 Type —— Carry out ecological protection and construction
6.2 Amount input 10 thousand yuan 2.54
7.Fallback protection —— ——
Including: 7.1 Amount input for Three Stay
10 thousand yuan 0
Behind persons
7.2 Number of Three Stay Behind
Person 0
persons help
7.3 Amount input for poor disabled
10 thousand yuan 0
persons
7.4 Number of poor disabled
Person 0
persons help
8.Social poverty alleviation —— ——
Including: 8.1 Amount of the poverty
alleviation cooperation between the Eastern 10 thousand yuan 0
and Western regions
8.2 Amount for targeted poverty
10 thousand yuan 0
alleviation
8.3 Amount for the poverty
10 thousand yuan 0
alleviation public welfare fund
9.Other —— ——
66
深圳市深粮控股股份有限公司 2019 年年度报告全文
Including: 9.1. number of items Number 7
9.2.Amount input 10 thousand yuan 83.39
9.3.number of poverty-stricken
population eliminating poverty with card for Person 143
archives established
iii. Awards (content and grade) —— ——
(4) Follow-up of targeted poverty alleviation
2020 is the ending year of decisive battle to overcome poverty and win a comprehensive well-off. SZCH will
continue to use Xi Jinping’s new era socialist ideology with Chinese characteristics as a guide, and based on
relevant poverty alleviation policies of governments at all levels, concentrate its strength and strengthen measures,
promote poverty alleviation work in an orderly manner, promote the industrial development of Guilin Village, and
consolidate achievements in poverty alleviation. The plan is as follows:
The first is to continue to promote industrial poverty alleviation. Continue to carry out the poverty alleviation
work of the tea industry in Guilin Village in the “company + cooperative + farm household + base” model,
continue to expand the production scale of the local tea industry through investment in capital and other forms,
track the distribution of share dividends, and develop other suitable projects to promote local tea industrial
development; actively coordinate local tea companies and cooperatives to participate in tea fairs and other related
activities, and promote the Guilin tea brand to come out of the village and go into the city; actively carry out
consumer poverty alleviation actions to drive industrial development.
The second is to help employment and poverty alleviation. Through the assistance of towns and counties’ poverty
alleviation offices and other departments, it recommends poverty-stricken households with labor force to work in
related enterprises to promote the poverty-stricken labor force to get out of poverty.
The third is to consolidate the results of poverty alleviation. Follow up and do a good job in preventing poor
households from returning to poverty after getting rid of poverty. Pay close attention to and follow up on the
actual use of the new villager service center project in Guilin Village and the three new safety drinking water
pools in Guilin Village.
The fifth is to comprehensively carry out the smooth docking of “targeted poverty alleviation” and “rural
revitalization” work, continuously consolidate and expand the achievements of poverty alleviation.
3. Environmental protection
The listed Company and subsidiaries is in the range of heavy pollution industry that regulated by State environment protection
departments
No
The company attached great importance to environmental protection work, and each subsidiary has built
corresponding environmental protection facilities according to the actual situation of production and operation to
treat waste gas, dust, waste water and solid waste generated in the production process, so as to make its emissions
67
深圳市深粮控股股份有限公司 2019 年年度报告全文
reach the national and local relevant standards. At the same time, based on its own business characteristics, the
company’s subsidiaries have formulated a series of rules and regulations on environmental protection and strictly
implemented them to institutionalize and standardize the environmental protection.
XIX. Explanation on other significant events
√ Applicable □Not applicable
1.Change of company name and short from of the stock
The Proposal on Change of the Company Name and Short Form of the Stock was deliberated and approved by
26th session of 9th BOD held on 14 Jan. 2019 and the Second Extraordinary Shareholders’ General Meeting of
2019 held on 30 Jan. 2019. Name of the Company changed to 深圳市深粮控股股份有限公司, English name as
SHENZHEN CEREALS HOLDINGS CO.,LTD; short form of the A-stock as SZCH, B-stock as Shenliang B.
Found more in the Resolution of 26th Session of 9th BOD and Notice on Change of the Company Name and Short
Form of the Stock released on Juchao Website (www.cninfo.com.cn) dated 15 Jan. 2019, and the Resolution of the
Second Extraordinary Shareholders’ General Meeting of 2019 released on Juchao Website (www.cninfo.com.cn)
dated 31 Jan. 2019.
2.Amendments to the Article of Association
(1) The Special Proposal on Amendments to the Article of Association was deliberated and approved by the First
Extraordinary Shareholders’ General Meeting of 2019 held on 18 Jan. 2019. Relevant provisions of the Article of
Association are been revised according to the change of registered capital, total share capital and business scope
after implementing the material assets reorganization. Found more in the Resolution of the First Extraordinary
Shareholders’ General Meeting of 2019 and Article of Association (January 2019) released on Juchao Website
(www.cninfo.com.cn) dated 19 Jan. 2019.
(2) The Special Proposal on Amendments to the Article of Association was deliberated and approved by the 26th
session of 9th BOD held on 14 Jan. 2019 and the Second Extraordinary Shareholders’ General Meeting of 2019
held on 30 Jan. 2019. Relevant provisions of the Article of Association are been revised according to the change
of the Company’s name. Found more in the Resolution of 26th Session of 9th BOD and Notice on Change of the
Company Name and Amendment to the Article of Association (January 2019) released on Juchao Website
(www.cninfo.com.cn) dated 15 Jan. 2019 and the Resolution of Second Extraordinary Shareholders’ General
Meeting of 2019 and Article of Association (January 2019) released on Juchao Website (www.cninfo.com.cn)
dated 19 Jan. 2019.
3. Personnel changes in BOD, BOS and senior managements
(1) The Proposal on General Election of BOD and Proposal on General Election of BOS are deliberated and
approved by 27th session of 9th BOD, the 15th session of 9th BOS held on 31 Jan. 2019 and the Third Extraordinary
Shareholders’ General Meeting of 2019 held on 21 Feb. 2019. The Mr. Zhu Juning, Mr. Hu Xianghai, Mr. Lu
Qiguang, Ms. Jin Zhenyuan, Ms. Ni Yue, Mr. Wang Li, Mr. Zhao Rubin, Ms. Bi Weimin and Mr. Liu Haifeng are
agreed to elected as the Director of 10th BOD of the Company, of which, Mr. Zhao Rubin, Ms. Bi Weimin and Mr.
Liu Haifeng are the independent directors; Ms. Wang Huimin, Mr. Liu Ji and Ms. Qian Wenying are agreed to
elected as the Supervisor of 10th BOS of the Company. Found more in the Resolution of 27th session of 9th BOD
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深圳市深粮控股股份有限公司 2019 年年度报告全文
and Resolution of 15th session of 9th BOS released on Juchao Website (www.cninfo.com.cn) dated 1 Feb. 2019
and the Resolution of Third Extraordinary Shareholders’ General Meeting of 2019 released on Juchao Website
(www.cninfo.com.cn) dated 22 Feb. 2019.
(2)The all staff meeting was held on 21 Feb. 2019, and to elected Mr. Zheng Shengqiao and Mr. Du Jianguo as the
employee supervisor of 10th BOS of the Company. Found more in the Notice on Election Result of Employee
Supervisors of 10th BOS released on Juchao Website (www.cninfo.com.cn) dated 22 Feb. 2019.
(3) The Proposal on Election of President of the 10th BOD of the Company, the Proposal on Appointment of GM
of the Company and Proposal on Appointment of Senior Management of the Company are deliberated and
approved by First Meeting of 10th BOD and First Meeting of 10th BOS held on 21 Feb. 2019. Mr. Zhu Junming
agreed to elected as the President of 10th BOD of the Company; agreed to appointed Mr. Hu Xianghai as the GM
of the Company; Mr. Cao Xuelin, Mr. Ye Qingyun and Mr. Dai Bin are agreed to appointed as Deputy GM of the
Company; Ms. Jin Zhenyuan was appointed as CFO of the Company and Mr. Wang Fang was appointed as
Secretary of the Board; Ms. Wang Huimin was elected as the Chairman of 10th BOS of the Company. Found more
in the Resolution of 1st session of 10th BOD and Resolution of 1st session of 10th BOS released on Juchao Website
(www.cninfo.com.cn) dated 22 Feb. 2019.
(4) On 11 June 2019, the written resignation report was received by the Company from secretary of the Board Mr.
Wang Fangcheng. For work transfer, Mr. Wang Fangcheng applied to resign from the secretary of the Board of
the Company. Found more in the Resignation of Secretary of the Board released on Juchao Website
(www.cninfo.com.cn) dated 13 June 2019.
(5) On 26 June 2019, the written resignation report was received by the Company from employee supervisor Mr.
Du Jianguo. For personal reasons, Mr. Du Jianguo applied to resign from the employee supervisor of the
Company. Found more in the Resignation of Employee Supervisor released on Juchao Website
(www.cninfo.com.cn) dated 27 June 2019.
(6) The Second Workers Congress was held on 29 July 2019, after election, Mr. Ma Zenghai was agreed to
elected as the employee supervisor of the 10th BOS, office term same as the 10th BOS. Found more in the Notice
on Supplement the Employee Supervisor released on Juchao Website (www.cninfo.com.cn) dated 1 Aug. 2019.
(7)The Proposal on Appointment of Secretary of the Board was deliberated and approved by 4th session of 10th
BOD held on 23 Aug. 2019. Mr. Du Jianguo was agreed to appointed as the Secretary of the Board with office
term same as 10th BOD. Found more in the Notice on Appointment of Secretary of the Board released on Juchao
Website (www.cninfo.com.cn) dated 27 Aug. 2019.
(8)On 11 Sept. 2019, the written resignation report was received by the Company from deputy GM Mr. Ye
Qingyun. For work transfer, Mr. Ye Qingyun applied to resign from the deputy GM of the Company. At the same
day, the Proposal on Appointment of Deputy GM was deliberated and approved by 5th session of 10th BOD, Mr.
Meng Xiaoxian was agreed to appointed as the deputy GM of the Company with office term same as the 10th
BOD. Found more in the Resolution of 5th Session of 10th BOD and Notice on Resignation of Deputy GM and
Appointment of Deputy GM released on Juchao Website (www.cninfo.com.cn) dated 12 Sept. 2019.
XX. Significant event of subsidiary of the Company
√ Applicable □Not applicable
69
深圳市深粮控股股份有限公司 2019 年年度报告全文
1.Subsidiary identified as high-tech enterprises
Wholly-owned subsidiary - Wuyuan Ju Fang Yong Tea Industry Co., Ltd award the High-Tech Enterprise
Certificate (Certificate No.: GR201836000703) in January 2019 issued jointly from Department of Science &
Technology of Jiangxi Province, Finance Department of Jiangxi Province and State Administration of
Taxation-Jiangxi Bureau. The issuance date is August 13, 2018 and the validity period is three years. Found more
in the Notice on Subsidiary Identified as High-Tech Enterprise released on Juchao Website (www.cninfo.com.cn)
dated 29 Jan. 2019.
2.Capital increase to subsidiaries
The Proposal on Capital Increase to SZCG Dongguan Logistics Co., Ltd was deliberated and approved by the 2nd
session of 10th BOD held on 22 March 2019. The wholly-owned subsidiary - Shenzhen Cereals Group Co., Ltd
was agreed to increased the capital of 17.85 million yuan with owned funds to controlling subsidiary Dongguan
Shenliang Logistics Co., Ltd. Found more in Resolution of 2nd session of 10th BOD and Notice on Capital Increase
to SZCG Dongguan Logistics Co., Ltd released on Juchao Website (www.cninfo.com.cn) dated 23 March 2019.
3.Issuing perpetual bonds from subsidiary
The Proposal on Issuing Perpetual Bonds from Controlling Subsidiary SZCG Dongguan Logistics Co., Ltd was
deliberated and approved by 4th session of 10th BOD held on 23 Aug. 2019 and the Fourth Extraordinary
Shareholders’ General Meeting of 2019 held on 11 Sept. 2019. Agreed the Controlling Subsidiary SZCG
Dongguan Logistics Co., Ltd to issuing the perpetual convertible bonds of no more than 300 million yuan through
Qianhai Equity Exchange Center. Found more in Resolution of 4th session of 10th BOD and Notice on Issuing
Perpetual Bonds from Subsidiary released on Juchao Website (www.cninfo.com.cn) dated 27 Aug. 2019 and the
Resolution of Fourth Extraordinary Shareholders’ General Meeting of 2019 released on Juchao Website
(www.cninfo.com.cn) dated 12 Sept. 2019.
70
深圳市深粮控股股份有限公司 2019 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
New
Capitaliz
share
Proportio Bonus ation of Proportio
A mount s Others Subtotal A mount
n shares public n
issue
reserve
d
I. Restricted shares 684,821,396 59.42% 0 0 0 -251,829 -251,829 684,569,567 59.40%
1. State-owned shares 0 0.00% 0 0 0 0 0 0 0.00%
2. State-owned 15,384,83
669,184,735 58.06% 0 0 0 15,384,832 684,569,567 59.40%
corporate shares 2
3. Other domestic -15,583,32
15,583,326 1.35% 0 0 0 -15,583,326 0 0.00%
shares 6
Including: Domestic -15,384,83
15,384,832 1.33% 0 0 0 -15,384,832 0 0.00%
legal person’s shares 2
Domestic
198,494 0.02% 0 0 0 -198,494 -198,494 0 0.00%
nature person’s shares
4. Foreign shares 53,335 0.01% 0 0 0 -53,335 -53,335 0 0.00%
Including: Foreign
0 0.00% 0 0 0 0 0 0 0.00%
corporate shares
overseas
53,335 0.01% 0 0 0 -53,335 -53,335 0 0.00%
nature person’s share
II. Un-restricted
467,713,858 40.58% 0 0 0 251,829 251,829 467,965,687 40.60%
shares
1. RMB common
415,964,578 36.09% 0 0 0 251,829 251,829 416,216,407 36.11%
shares
2. Domestically listed
51,749,280 4.49% 0 0 0 0 0 51,749,280 4.49%
foreign shares
3. Foreign listed
0 0.00% 0 0 0 0 0 0 0.00%
foreign shares
4. Other 0 0.00% 0 0 0 0 0 0 0.00%
III. Total shares 1,152,535,254 100.00% 0 0 0 0 0 1,152,535,254 100.00%
71
深圳市深粮控股股份有限公司 2019 年年度报告全文
Reasons for share changed
√ Applicable □Not applicable
1.During the reporting period, nature of the shareholders under the name of Shenzhen Agricultural Products Group Co., Ltd
registered in China Securities Depository and Clearing Corporation Limited change to state-owned legal person from general legal
person. As a result, among the restricted shares, share holding by state-owned legal person has 15,384,832 shares increased, and
15,384,832 shares decreased in holding by domestic legal person.
2.During the reporting period, the shares held by former directors, supervisors and senior management of 9th BOD and BOS are
released for trading due to the office term expired. As a result, the restricted shares have 251,829 shares decreased (including 198,494
shares declined by domestic nature person, and 53,335 shares declined by foreign natural person), shares without restriction has
251,829 shares increased (including 251,829 shares increased in RMB ordinary shares).
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changed
□ Applicable √ Not applicable
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
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
Shareholders’ Number of shares shares Restriction
shares restricted shares restricted in Released date
name released in the Year restricted at reasons
at Period-begin the Year
Period-end
Lifting the ban
Yan Zesong 53,335 0 53,335 0 after the term 2019-8-21
expires
Lifting the ban
Zheng Yuxi 49,500 0 49,500 0 after the term 2019-8-21
expires
Lifting the ban
Yao Xiaopeng 33,289 0 33,289 0 after the term 2019-8-21
expires
72
深圳市深粮控股股份有限公司 2019 年年度报告全文
Lifting the ban
Lin Hong 30,937 0 30,937 0 after the term 2019-8-21
expires
Lifting the ban
Li Yiyan 30,937 0 30,937 0 after the term 2019-8-21
expires
Lifting the ban
Li Fang 29,824 0 29,824 0 after the term 2019-8-21
expires
Lifting the ban
Wang Zhiping 21,037 0 21,037 0 after the term 2019-8-21
expires
Lifting the ban
Fan Zhiqing 2,970 0 2,970 0 after the term 2019-8-21
expires
Total 251,829 0 251,829 0 -- --
II. Securities issuance and listing
1. Security offering (without preferred stock) in the report period
□ Applicable √Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□ Applicable √Not applicable
3. Existing internal staff shares
□ Applicable √Not applicable
III. Particulars about shareholder and actual controller of the Company
1. Number of shareholders and particulars about shares holding
In Share
73
深圳市深粮控股股份有限公司 2019 年年度报告全文
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 52,115 61,570 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
Proporti Total shares Number of share
Changes Amount of Amount of
Nature of on of hold at the end pledged/frozen
Full name of Shareholders in report restricted un-restricted
shareholder shares of report State of
period shares held shares held Amount
held period share
Shenzhen Fude State State-owned
63.79% 735,237,253 0 669,184,735 66,052,518
Capital Operation Co., Ltd. legal person
Shenzhen Agricultural State-owned
8.23% 94,832,294 0 15,384,832 79,447,462
Products Group Co., Ltd legal person
Domestic
Sun Huiming nature 0.30% 3,436,462 33200 0 3,436,462
person
Domestic
Hu Xiangzhu nature 0.24% 2,800,000 170000 0 2,800,000
person
Domestic
Lin Junbo nature 0.22% 2,484,450 1026550 0 2,484,450
person
Central Huijin Asset State-owned
0.13% 1,472,625 0 0 1,472,625
Management Co., Ltd. legal person
Domestic
Li Yongqi nature 0.10% 1,097,205 -11000 0 1,097,205
person
Domestic
Zhong Zhenxin nature 0.09% 1,010,600 383800 0 1,010,600
person
Domestic
Weng Lizhang nature 0.09% 1,005,530 765200 0 1,005,530
person
74
深圳市深粮控股股份有限公司 2019 年年度报告全文
Domestic
Cai Congda nature 0.09% 1,000,051 1000051 0 1,000,051
person
Strategy investors or general corporation
comes top 10 common shareholders due N/A
to rights issue (if applicable) (see note 3)
Shenzhen SASAC directly holds 100% equity of Fude Capital (Now renamed "Food
Group"), and holds 34% of Agricultural Products indirectly through Food Group; the
Explanation on associated relationship
Company was not aware of any related relationship between other shareholders above,
among the aforesaid shareholders
and whether they belonged to 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 Group
79,447,462 common 79,447,462
Co., Ltd
shares
RMB
Shenzhen Fude State Capital Operation
66,052,518 common 66,052,518
Co., Ltd.
shares
Domestica
lly listed
Sun Huiming 3,436,462 3,436,462
foreign
shares
RMB
Hu Xiangzhu 2,800,000 common 2,800,000
shares
RMB
Lin Junbo 2,484,450 common 2,484,450
shares
RMB
Central Huijin Asset Management Co.,
1,472,625 common 1,472,625
Ltd.
shares
RMB
Li Yongqi 1,097,205 common 1,097,205
shares
RMB
Zhong Zhenxin 1,010,600 common 1,010,600
shares
75
深圳市深粮控股股份有限公司 2019 年年度报告全文
RMB
Weng Lizhang 1,005,530 common 1,005,530
shares
RMB
Cai Congda 1,000,051 common 1,000,051
shares
Expiation on associated relationship or Shenzhen SASAC directly holds 100% equity of Fude Capital (Now renamed "Food
consistent actors within the top 10 Group"), and holds 34% of Agricultural Products indirectly through Food Group; the
un-restrict shareholders and between top Company was not aware of any related relationship between other shareholders above,
10 un-restrict shareholders and top 10 and whether they belonged to parties acting in concert as defined by the Acquisition
shareholders Management Method of Listed Company.
1. Shareholder Li Yongqi holds 1,097,205 shares of the Company under customer credit
trading secured securities account through Xingye Securities Co., Ltd, common account
holds 0 shares, and 1,097,205 shares are held by Li in total at end of the Period. During
the reporting period, the credit trading secured securities account has 9,100 shares
decreased, and 1,900 shares decreased in the common account, shares held by Li are
Explanation on top 10 shareholders
decreased 11,000 shares in total.
involving margin business (if applicable)
2. Shareholder Cai Congda holds 1,000,051 shares of the Company under customer
(see note 4)
credit trading secured securities account through Dongxing Securities Co., Ltd, common
account holds 0 shares, and 1,000,051 shares are held by Li in total at end of the Period.
During the reporting period, the credit trading secured securities account has 1,000,051
shares increased, and no change in the common account, shares held by Li are increased
1,000,051 shares in total.
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/person
Date of foundation Organization code Main operation business
shareholders in charge of
the unit
76
深圳市深粮控股股份有限公司 2019 年年度报告全文
The general business projects are: food safety
infrastructure construction (including the
upgrading of the farmers ’market, the
upgrading of public places canteens, the
construction of community cooked food
centers, and the construction of agricultural
product bases); safe food circulation and
Shenzhen Food
He Jianfeng 2017-12-14 91440300MA5EWWPXX2 terminal sales; the establishment of food
Group Co., Ltd.
distribution channel platforms; Food industry
investment and operation (Including the M &
A investment of the core resources of the
food industry chain and the cultivation of
enterprises in the future direction). Licensed
business items are: food sales and supply
business.
Equity of other
domestic/overse
a listed
Company
control by In addition to holding 63.79% equity of the company, Shenzhen Food Group Co., Ltd. holds 34% equity of
controlling Shenzhen Agricultural Products Group Co., Ltd.
shareholder as
well as
stock-joint in
report period
Changes of controlling shareholders in reporting period
□ Applicable √Not applicable
The controlling shareholder of the company has not changed during the reporting period.
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/person in
Actual controller Date of foundation Organization code Main operation business
charge of the unit
Shenzhen Municipal People’s
State-owned assets
Government State-owned
Yu Gang 2004-04-02 11440300K317280672 supervision and
Assets Supervision &
management
Administration Commission
77
深圳市深粮控股股份有限公司 2019 年年度报告全文
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
□ 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
78
深圳市深粮控股股份有限公司 2019 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
79
深圳市深粮控股股份有限公司 2019 年年度报告全文
Section VIII. Convertible Bonds
□ Applicable √ Not applicable
The Company had no convertible bonds in the Period.
80
深圳市深粮控股股份有限公司 2019 年年度报告全文
Section IX. Particulars about Directors, Supervisors, Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increa
Decreasi
sing
Shares ng Shares
shares Other
Post-hol held at shares held at
Sex held in change
Start dated of office End date of office
Title ding (F/M Age period-b held in period-e
Name term term this s
)
status egin this nd(Shar
period (share)
(Share) period e)
(Share
(Share)
)
Party Currentl
Zhu
Secretary, y in M 56 2019-02-21 2022-02-21 0 0 0 0 0
Junming
Chairman office
Deputy Party
Currentl
Hu Secretary,
y in M 56 2019-02-21 2022-02-21 0 0 0 0 0
Xianghai Director,
office
GM
Deputy Party Currentl
Lu
Secretary, y in M 58 2019-02-21 2022-02-21 0 0 0 0 0
Qiguang
Director office
Currentl
Jin Director,
y in F 49 2019-02-21 2022-02-21 0 0 0 0 0
Zhenyuan CFO
office
Currentl
Zhao Independent
y in M 64 2019-02-21 2022-02-21 0 0 0 0 0
Rubing director
office
Currentl
Bi Independent
y in F 64 2019-02-21 2022-02-21 0 0 0 0 0
Weimin director
office
Currentl
Liu Independent
y in M 49 2019-02-21 2022-02-21 0 0 0 0 0
Haifeng director
office
Currentl
Wang Li Director y in M 59 2018-05-15 2022-02-21 0 0 0 0 0
office
81
深圳市深粮控股股份有限公司 2019 年年度报告全文
Currentl
Ni Yue Director y in F 46 2018-05-15 2022-02-21 0 0 0 0 0
office
SCID,
Currentl
Wang Chairman of
y in F 53 2018-05-15 2022-02-21 0 0 0 0 0
Huimin supervisory
office
committee
Currentl
Liu Ji Supervisor y in M 45 2019-02-21 2022-02-21 0 0 0 0 0
office
Currentl
Qian
Supervisor y in F 48 2019-02-21 2022-02-21 0 0 0 0 0
Wenying
office
Zheng Currentl
Staff
Shengqia y in M 53 2019-02-21 2022-02-21 0 0 0 0 0
supervisor
o office
Currentl
Ma Staff
y in M 56 2019-07-29 2022-02-21 0 0 0 0 0
Zenghai supervisor
office
Currentl
Cao
Deputy GM y in M 56 2019-02-21 2022-02-21 0 0 0 0 0
Xuelin
office
Currentl
Dai Bin Deputy GM y in M 56 2019-02-21 2022-02-21 0 0 0 0 0
office
Currentl
Meng
Deputy GM y in M 48 2019-09-11 2022-02-21 0 0 0 0 0
Xiaoxian
office
Currentl
Du Secretary of
y in M 47 2019-08-23 2022-02-21 0 0 0 0 0
Jianguo the Board
office
Ye Former Office-le
M 41 2019-02-21 2019-09-11 0 0 0 0 0
Qingyun Deputy GM aving
Wang Former
Office-le
Fangchen Secretary of M 38 2019-02-21 2019-06-11 0 0 0 0 0
aving
g the Board
Former Party
Zheng Office-le
Secretary, M 58 2015-09-10 2019-02-21 66,000 0 6,000 0 60,000
Yuxi aving
Chairman
82
深圳市深粮控股股份有限公司 2019 年年度报告全文
Zhang Former Office-le
M 58 2017-09-13 2019-02-21 0 0 0 0 0
Guodong director aving
Former
Fan Office-le
Independent M 71 2015-09-10 2019-02-21 3,960 0 0 0 3,960
Zhiqing aving
director
Former
Wu Office-le
Independent M 67 2015-09-10 2019-02-21 0 0 0 0 0
Shuping aving
director
Former
Chen Office-le
Independent M 48 2015-09-10 2019-02-21 0 0 0 0 0
Cansong aving
director
Yan Former Office-le
M 50 2015-09-10 2019-02-21 71,114 0 71,114 0 0
Zesong director, GM aving
Former
director,
Office-le
Li Yiyan Deputy GM, F 54 2015-09-10 2019-02-21 41,250 0 0 0 41,250
aving
Secretary of
the Board
Former
Chairman of Office-le
Lin Hong F 55 2015-09-10 2019-02-21 41,250 0 0 0 41,250
supervisory aving
committee
Luo Former Staff Office-le
M 59 2015-09-10 2019-02-21 0 0 0 0 0
Longxin supervisor aving
Qian Former Office-le
M 48 2015-09-10 2019-02-21 0 0 0 0 0
Xiaojun Deputy GM aving
Yao Former Office-le
M 52 2015-09-10 2019-02-21 44,385 0 0 0 44,385
Xiaopeng Deputy GM aving
Wang Office-le
Former CFO F 49 2015-09-10 2019-02-21 28,050 0 28,050 0 0
Zhiping aving
Toal -- -- -- -- -- -- 296,009 0 105,164 0 190,845
II. Changes of directors, supervisors and senior executives
√ Applicable □Not applicable
Name Title Type Date Reasons
Term expired
Zheng Yuxi Party Secretary, Chairman and leaving 2019-02-21 Term expires, no renewal
office
83
深圳市深粮控股股份有限公司 2019 年年度报告全文
Term expired
Zhang Guodong Director and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Fan Zhiqing Independent director and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Wu Shuping Independent director and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Chen Cansong Independent director and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Yan Zesong Director, GM and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Director, Deputy GM, Secretary of
Li Yiyan and leaving 2019-02-21 Term expires, no renewal
the Board
office
Term expired
Lin Hong Chairman of supervisory committee and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Luo Longxin Staff supervisor and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Qian Xiaojun Deputy GM and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Yao Xiaopeng Deputy GM and leaving 2019-02-21 Term expires, no renewal
office
Term expired
Wang Zhiping CFO and leaving 2019-02-21 Term expires, no renewal
office
Non-reappoint
Wang Fangcheng Secretary of the Board 2019-06-11 Job transfer
ment
Du Jianguo Staff supervisor Office-leaving 2019-07-29 Personal reasons
Ye Qingyun Deputy GM Office-leaving 2019-09-11 Job transfer
84
深圳市深粮控股股份有限公司 2019 年年度报告全文
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors,
supervisors and senior executive
(i) Director
Mr. Zhu Junming: was born in 1964, master’s degree and a senior economist. He successively served as cadet and
cadre of Air Force Radar Institute; cadres of organs directly under Hubei Province; GM and President of the
enterprise under Shenzhen Agricultural Products Group Co., Ltd; the Director, assistant GM, deputy GM, GM and
deputy party secretary of Agricultural Products; party secretary and president of Shenzhen Cereals Group Co., Ltd;
executive director and GM of Shenzhen Fude State Capital Operation Co., Ltd. Now he serves as party secretary
and President of the Company.
Mr. Hu Xianghai: was born in 1964, master’s degree and a senior economist. He successively served as the
lecturer of Shenzhen Institute of Education; director of general office of Asia Branch of the Shenzhen Huale
Industrial Co., Ltd.; director of the Shenzhen Enterprise Management Cadre Training Center; deputy secretary
general and office director of the Secretarial Shenzhen Association of Enterprise Management and Shenzhen
Association of Chinese and Foreign Entrepreneurs; director of development dept. and director of the marketing
management dept. of Shenzhen Special Economic Zone Duty-Free Commodity Enterprise Company; GM of
Temian Electronic Technology Professional Market Management Co., Ltd.; assistant to the GM and GM of
enterprise dept., GM, deputy secretary of the party committee, director and GM of Shenzhen Agricultural
Products Co., Ltd; served as the president of Shenzhen South Agricultural Products Logistics Co., Ltd. while take
post as assistant to the deputy GM, and the president of Shenzhen Qianhai Agricultural Products Exchange Co.,
Ltd; deputy secretary of the party committee, director and GM of Shenzhen Cereals Group Co., Ltd. Now he
serves as deputy secretary of the party committee, director and GM of the Company.
Mr. Lu Qiguang: born in 1962, a university graduate, an assistant economist. He successively served as the clerk
and deputy chief of the Grain Bureau of Boluo County; an office staff and deputy director of Shenzhen Grain Co.,
Ltd.; the deputy director of office, assistant GM and deputy GM of Shenzhen Cereals Corporation; a member of
the party committee, deputy GM, deputy party secretary and director of Shenzhen Cereals Group Co., Ltd, and the
president of Shenzhen Flour Co., Ltd. Now he serves as the deputy secretary of the party committee and director
of the Company.
Ms. Jin Zhenyuan: born in 1971, master’s degree and CPA and senior accountant. She successively served as
director and CFO of Shenzhen Tongchan Group Co., Ltd.; the director and CFO of Shenzhen Textile (Holdings)
Co., Ltd.; the director and CFO of Shenzhen Cereals Group Co., Ltd. Now she serves as the director and CFO of
the Company and supervisor of Shenzhen State-Owned Duty Free Commodity (Group) Co., Ltd.
Mr. Wang Li: master’s degree and an accountant, was born in 1961. He successively served as assistant workers in
85
深圳市深粮控股股份有限公司 2019 年年度报告全文
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.; director of Shenzhen Cereals Group Co., Ltd. now he serves
director of the Company, full-time external director of Shenzhen SASAC, Director of Shenzhen Agricultural
Products Group Co., Ltd
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; director of Shenzhen Cereals Group Co., Ltd. now she serves director of the Company, full-time external
director of Shenzhen SASAC, Director of Shenzhen Bus Group, chief financial officer of Shenzhen Food Group
Co., Ltd.
Mr. Zhao Rubin: born in 1956, a master’s degree and professor of engineering. He successively served as the
director and secretary of Gezhouba Station for EHVDC transmission from Gezhouba to Shanghai; director of
office and director of foreign affairs office of Gezhouba Hydro-power Plant; the secretary of party group and GM
of Huaneng South Development Company; party secretary and GM of Huaneng Real Estate Development
Company; Director, deputy president, deputy party secretary of Great Wall Securities; president of Jingshun Great
Wall Fund Management Co., Ltd.; deputy president of Sunshine Insurance Assets Management Corporation
Limited; the outside director of Shenzhen Cereals Group Co., Ltd. Now he serves as independent director of the
Company; the independent director of Weihua Corporation; independent director of Bros Eastern Co., Ltd;
independent director of Southwest Securities and independent director of Bosera Fund Management.
Ms. Bi Weimin: born in 1956, a doctoral candidate, and a senior accountant. She successively served as engineer
of the Gezhouba Power Plant, assistant director and deputy director; deputy president and director of Three
Gorges Finance Company; chief economist and supervisor of China Yangtze Power Co., Ltd.; deputy chief
accountant of China Three Gorges Corporation, the member of investment committee and director of asset finance
dept. As well as the director of enterprise management dept and legal affairs department. Now she serves as
independent director of the Company.
Mr. Liu Haifeng: born in 1971, a doctoral students and a lawyer. He successively served as director of legal
department of Shenzhen Property Development (Group); the partner of Guangdong Xintong Laws Firm. Now he
serves as independent director of the Company and first-level partner of Guangdong Hancheng Laws Firm.
(ii) Supervisor
Ms. Wang Huimin: master’s degree and a intermediate economist, senior HR manager and has a lawyer’s
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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, SCID and Chairman of supervisory committee of
Shenzhen Cereals Group Co., Ltd. Now she serves as SCID and Chairman of supervisory committee of the
Company.
Mr. Liu Ji: born in 1975, master’s degree and a economist. He successively served as secretary of executive Board
committee, GM of IT Engineering departmnet, GM of administrative department, GM of enterprise management
department and GM of investment department of Shenzhen International Holdings Limited; non executive
director of Shenzhen Expressway Co., ltd.; the supervisor of Shenzhen Cereals Group Co., Ltd. Now he is the
supervisor of the Company; the executive director, deputy GM and secretary of the Board of Hopewell Highway
Infrastructure Limited; the mediation expert of Shenzhen International Arbitration Court (Shenzhen Arbitration
Commission).
Ms. Qian Wenying: born in 1972, holds a bachelor degree, a member of Association of Chartered Certified
Accountants (ACCA), and a senior economist. She successively served as the office translator, secretary and
researcher of project investment office in Shenzhen Tagen Group Co., Ltd.; the assistant manager and manager of
marketing department of Tagen Investment Development Co., Ltd., the director of office of the board and
representative of security affairs of Shenzhen Tagen Group Co., Ltd; supervisor of Shenzhen Cereals Group Co.,
Ltd. Now she serves as supervisor of the Company and director of policy research office of Shenzhen Metro.
Mr. Zheng Shengqiao, born in 1967, holds a bachelor degree and an intermediate accountant. He successively
served as member of the special representative office of the state audit administration in Guangzhou; deputy
manager of accounting department of Hong Kong Yuehai Enterprise (Group) Co., Ltd; deputy GM of CTS
Logistics; CFO of the AVSHD Technology Co., Ltd; the deputy director of finance department, deputy director of
enterprise management department, director of board office, deputy secretary of discipline inspection commission,
secretary of the BOS and director of discipline inspection and supervision office (office of BOS) of the Shenzhen
Cereals Group Co., Ltd. Now he serves as the employee supervisor, deputy secretary of discipline inspection
commission and director of discipline inspection and supervision office (office of BOS) of the Company.
Mr. Ma Zenghai: born in 1964, master’s degree and an intermediate economist, lecturer. He successively served as
the general representative of Thailand project in Shenzhen Cereals Group Co., Ltd; president and GM of
Shenzhen Hualian Grain & Oil Trade Co., ltd.; GM and secretary of the Party branch of Grease branch of
Shenzhen Cereals Group Co., Ltd; head of the risk management department of Shenzhen Cereals Group Co., Ltd.
Now he serves as the head of risk management and internal audit department and secretary of the third party
branch of the Company.
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深圳市深粮控股股份有限公司 2019 年年度报告全文
(iii) Senior executive
Mr. Cao Xuelin: born in 1964, a doctoral students. He successively served as lecturer in department of
management of the Nankai University; cadre of Shenzhen Baoan Group; deputy director section member, director
section member and assistant investigator of policies and Regulations Department of Shenzhen State-owned
Assets Management Office; deputy director of planning department, director of the secretary office of BOD of
Shenzhen Investment Management Company; deputy GM of Shenzhen Xintou Assets Operation Co., ltd and
deputy GM of Shenzhen Cereals Group Co., Ltd. Now he serves as the deputy GM of the Company and president
of Shenzhen Shenliang Big Kitchen Food Supply Chain Co., Ltd.
Mr. Dai Bin: born in 1964, master’s degree and a senior engineer. He successively served as counselor of Radio
Engineering Department of Huazhong University of Technology and secretary of the Youth League Committee; an
engineer and purchasing manager of Shenzhen Huada Electronic Co., Ltd; GM of Shenzhen Shengye Venture
Electronics Co., Ltd; GM of Shenzhen Zhongnong E-commerce Co., Ltd; director of information, director and
deputy GM of e-commerce center, deputy GM and GM of subordinate grain distribution center of Shenzhen
Cereals Group Co., Ltd. Now he serves as the deputy GM of Shenzhen Cereals Group Co., Ltd; executive director
of Shenliang Doximi Business Co., Ltd. And president of Shenzhen Sydata Technology Co., Ltd.
Mr. Meng Xiaoxian: born in 1972, master’s degree. He successively served as cadres of Shenzhen Youth League
School; member of the learning department of Shenzhen Municipal Committee of Communist Youth League,
deputy director section of liaison department, director section of liaison department, director section of office,
deputy director of organization and publicity department, director of office, director of community and rights
department; deputy director of Pingshan New Area Public Utilities Bureau and director of Planning and Land
Supervision Bureau of Shenzhen; deputy secretary of Pingshan Working Committee and director of Pingshan
Office, Pingshan New District, Shenzhen; secretary of Malian Working Committee and director of Malian Office,
Pingshan New District, Shenzhen; secretary of the working committee of Malian Sub-district, Pingshan District,
Shenzhen, director and secretary of the working committee of Malian sub-district office of Communist Party of
CHina. Now he serves as deputy GM of the Company.
Mr. Du Jianguo: born in 1973, master’s degree and intermediate economist. He successively served as member of
comprehensive control department of Qingdao Price Bureau; deputy director of general manager office of
Shenzhen Agricultural Products Co., Ltd; president of Changsha Mawangdui Agricultural Products Co., Ltd;
director of general manager’s office, director of Transportation department of Shenzhen Agricultural Products Co.,
Ltd; president of Shenzhen Zhongnong Aquatic Products Co., Ltd; president of Shenzhen Buji Seafood Market
Co., ltd; employee supervisor and investment director of SZCH. Now he serves as secretary of the Board of the
Company; and president of Dongguan Shenliang Logistics Co., Ltd.
Post-holding in shareholder’s unit
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深圳市深粮控股股份有限公司 2019 年年度报告全文
√ Applicable□Not applicable
Weather receiving
remuneration
Start dated of office End date of office
Name Name of shareholder’s units Position from
term term
shareholder’s
units
Executive
Shenzhen Fude State Capital Operation
Zhu Director,
Co., Ltd. (Later renamed "Shenzhen Food 2017-12-14 2019-12-24 N
Junming General
Group Co., Ltd.")
Manager
Shenzhen Agricultural Products Group
Wang Li Director 2018-09-17 2020-04-12 Y
Co., Ltd
Chief financial
Ni Yue Shenzhen Food Group Co., Ltd. 2017-12-14 N
officer
Explanati
on on
post-holdi
N/A
ng in
sharehold
er’s unit
Post-holding in other unit
√ Applicable □Not applicable
Weather
Start dated of office End date of receiving
Name Name of other units Position
term office term remuneration
from other units
Shenzhen State-Owned Duty Free
Jin Zhenyuan Supervisor 2017-05-01 N
Commodity (Group) Co., Ltd.
Ni Yue Shenzhen Bus Group Co., Ltd. Director 2017-08-01 N
Zhao Rubing Bosera Funds Management Co., Ltd. Director 2017-12-01 N
Independent
Zhao Rubing Guangdong Weihua Co., Ltd. 2016-10-01 Y
director
Independent
Zhao Rubing Southwest Securities Co., Ltd. 2017-03-01 Y
director
Independent
Zhao Rubing Bros Eastern Co., Ltd. 2015-05-01 Y
director
First-level
Liu Haifeng Guangdong Hancheng Law Firm 2007-02-01 Y
partner
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Executive
Director,
Deputy
Liu Ji Hopewell Highway Infrastructure Limited General 2018-04-01 Y
Manager and
Secretary of
the Board
Director of
Policy
Qian Wenying Shenzhen Metro Group Co., Ltd. 2018-02-01 Y
Research
Office
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
During the reporting period, according to the Company Performance Management 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 senior management personnel salary.
During the reporting period, from January to September 2019, 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; from October to December 2019, the subsidiary standard of independent directors is subject
to the resolution by the 2019 Fifth Extraordinary General Meeting and adjusted as RMB 138,000 (tax included)
per year for one person;
Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
Total Whether
remuneratio remuneration
Post-holding
Name Title Sex Age n obtained obtained from
status
from the related party of
Company the Company
Currently in
Zhu Junming Party Secretary, President M 56 105 N
office
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Currently in
Hu Xianghai Deputy Party Secretary, Director, GM M 56 71.27 N
office
Currently in
Lu Qiguang Deputy Party Secretary, Director M 58 70.19 N
office
Currently in
Jin Zhenyuan Director, CFO F 49 50 Y
office
Currently in
Zhao Rubing Independent director M 64 9.28 N
office
Currently in
Bi Weimin Independent director M 64 9.28 N
office
Currently in
Liu Haifeng Independent director M 49 9.28 N
office
Currently in
Wang Li Director M 59 15 Y
office
Currently in
Ni Yue Director F 46 15 Y
office
SCID, Chairman of supervisory Currently in
Wang Huimin F 53 50.1 Y
committee office
Currently in
Liu Ji Supervisor M 45 0 N
office
Currently in
Qian Wenying Supervisor F 48 0 Y
office
Currently in
Zheng Shengqiao Staff supervisor M 53 54.69 N
office
Currently in
Ma Zenghai Staff supervisor M 56 32.67 N
office
Currently in
Cao Xuelin Deputy GM M 56 69.33 N
office
Currently in
Dai Bin Deputy GM M 56 69.48 N
office
Currently in
Meng Xiaoxian Deputy GM M 48 14.09 N
office
Currently in
Du Jianguo Secretary of the Board M 47 33.16 N
office
Du Jianguo Former Staff supervisor M 47 Office-leaving 16.11 N
Wang Fangcheng Former Secretary of the Board M 38 Office-leaving 14.23 Y
Ye Qingyun Former Deputy GM M 41 Office-leaving 32.71 N
Zheng Yuxi Former Party Secretary, Chairman M 58 Office-leaving 35.01 N
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Zhang Guodong Former director M 58 Office-leaving 0 Y
Fan Zhiqing Former Independent director M 71 Office-leaving 1.67 N
Wu Shuping Former Independent director M 67 Office-leaving 1.67 N
Chen Cansong Former Independent director M 48 Office-leaving 1.67 N
Yan Zesong Former director, GM M 50 Office-leaving 32.5 N
Former director, Deputy GM, Secretary
Li Yiyan F 54 Office-leaving 61.57 N
of the Board
Former Chairman of supervisory
Lin Hong F 55 Office-leaving 35.13 N
committee
Luo Longxin Former Staff supervisor M 59 Office-leaving 34.15 N
Qian Xiaojun Former Deputy GM M 48 Office-leaving 11.63 N
Yao Xiaopeng Former Deputy GM M 52 Office-leaving 36.39 N
Wang Zhiping Former CFO F 49 Office-leaving 37.96 N
Total -- -- -- -- 1,030.22 --
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) 104
Employee in-post of main Subsidiaries (people) 1,085
The total number of current employees(people) 1,189
The total number of current employees to receive pay (people) 1,189
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 461
Salesperson 145
Technicians 85
Financial personnel 107
Administrative personnel 391
Total 1,189
Education background
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Education Numbers (people)
Postgraduate 100
Undergraduate 407
3-years regular college graduate 247
Polytechnic school graduate 90
Senior middle school graduate or below 345
Total 1,189
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
In order to implement the work of strengthening the enterprise with talents, promote the growth of various talents
of the company, and enhance the capacity building of the enterprise’s talent echelon, in 2019, we fully drew on the
excellent experience of the industry, established a classified and graded talent training program, and created
“Youhe Plan” for management trainee, “Daoxiang Plan” for reserve talents, and “Jinsui Plan” for key position
talents, and gradually built a “talent pyramid” from management trainee, reserve talents to key position talents.
Through multi-channel and diversified training forms, we focused on systematic training centered on management
trainee, reserve talents, and middle-level management personnel, and took a solid step in the professional and
systematic direction of talent training. At the same time, it constantly enriched the form of employee training,
actively organized employees to participate in various training organized by the Municipal SASAC, the
Organization Department, the Propaganda Department, and higher-level industry associations, and also carries out
special training such as labor laws and regulations, enterprise risk prevention and control, and new accounting
standards within the company to improve employees’ professional abilities at multiple levels and angles, which
greatly enhanced the company’s professional level and ability of personnel training, achieved efficient use of
resources, and provided a continuous source of intelligence for the company’s development.
According to the company’s business development and talent echelon construction needs, in 2020 the company
will focus on improving the supporting role of human resource management in the company’s strategy in
accordance with the strategic goal of “smart grain, oil and food supply chain quality service provider” and
combining with the “one chain two parks N platforms” strategic path and actual business conditions. Strengthen
the cultivation of talents at all levels, through the exploration of diversified training models, make full use of the
Internet platform, further promote the company’s training management systemaltization and professionalization,
and further promote the company’s innovation-driven development and the implementation of strategy of talents
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深圳市深粮控股股份有限公司 2019 年年度报告全文
strengthening enterprise.
4. Labor outsourcing
□ Applicable√Not applicable
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Section X. 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 2019 First Extraordinary
General Meeting held on 18 January 2019, found more in the Article of Association (January 2019) released on
Juchao Website (www.cninfo.com.cn) dated 19 January 2019.
The Special Proposal of Article of Association Revision has deliberated and approved in 2019 Second
Extraordinary General Meeting held on 30 January 2019, found more in the Article of Association (January 2019)
released on Juchao Website (www.cninfo.com.cn) dated 31 January 2019.
26 system documents including the Work Regulations of the Nomination Committee of the Board has deliberated
and approved in 3rd session of 10th BOD held on 25 April 2019, found more in the Work Regulations of the
Nomination Committee of the Board (April 2019) released on Juchao Website (www.cninfo.com.cn) dated 27
April 2019.
4 system documents including the Independent Director System has deliberated and approved in 2019 Fourth
Extraordinary Shareholders’ General Meeting held on 11 September 2019, found more in the Independent
Director System (September 2019) released on Juchao Website (www.cninfo.com.cn) dated 12 September 2019.
Proposal to revise the company's enterprise annuity plan has deliberated and approved in 7th session of 10th BOD
held on 30 December 2019, found more in the announcement released on Juchao Website (www.cninfo.com.cn)
dated 31 December 2019.
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 condition.
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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, Food Group 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, 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.
3. Independent Assets:
The Company has independent and integrity asset structure; 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; 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
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.
III. Horizontal Competition
□ Applicable √Not applicable
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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
investor
Session of meeting Type Date Date of disclosure Index of disclosure
participati
on
Extraor Disclosed at www.cninfo.com.cn on No.
First extraordinary
dinary 2019-10" resolutions Announcement to
general meeting of 63.83% 2019-01-18 2019-01-19
general First extraordinary general meeting of
2019
meeting 2019" on 19 January 2019
Second Extraor Disclosed at www.cninfo.com.cn on No.
extraordinary dinary 2019-14" resolutions Announcement to
63.83% 2019-01-30 2019-01-31
general meeting of general Second extraordinary general meeting of
2019 meeting 2019" on 31 January 2019
Extraor Disclosed at www.cninfo.com.cn on No.
Third extraordinary
dinary 2019-21" resolutions Announcement to
general meeting of 63.82% 2019-02-21 2019-02-22
general Third extraordinary general meeting of
2019
meeting 2019" on 22 February 2019
Disclosed at www.cninfo.com.cn on No.
2019-45" resolutions Announcement to
Annual General
AGM 63.80% 2019-05-20 2019-05-21 2018 Annual General Meeting of
Meeting of 2018
Shenzhen Shenbao Industrial Co., Ltd. "
on 21 May 2019
Extraor Disclosed at www.cninfo.com.cn on No.
Fourth extraordinary
dinary 2019-63" resolutions Announcement to
general meeting of 63.80% 2019-09-11 2019-09-12
general Fourth extraordinary general meeting of
2019
meeting 2019" on 12 September 2019
Extraor Disclosed at www.cninfo.com.cn on No.
Fifth extraordinary
dinary 2019-72" resolutions Announcement to
general meeting of 63.81% 2019-11-15 2019-11-16
general Fifth extraordinary general meeting of
2019
meeting 2019" on 16 November 2019
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √Not applicable
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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)
Zhao Rubing 7 7 0 0 0 N 1
Bi Weimin 7 5 2 0 0 N 0
Liu Haifeng 7 7 0 0 0 N 1
Fan Zhiqing 3 1 2 0 0 N 1
Wu Shuping 3 0 3 0 0 N 1
Chen Cansong 3 1 2 0 0 N 0
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 “2019 Annual Work Report of Independent
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深圳市深粮控股股份有限公司 2019 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 four meetings are held by auditing committee for annual report of the Company,
Annual Report 2018, First Quarterly Report of 2019, semi-annual report 2019, the financial report of 3rd quarterly
report 2019, proposals for impairment provision, comprehensive risk management report, audit committee annual
report working procedures, accounting policies 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 of the Board of Directors held five
meetings, according to the provisions of the “Company Compensation Management Measures” and “Company
Performance Management Measures”, listened to the company management’s annual report of 2018 and evaluated
it, verified the 2018 performance coefficient of the company headquarters, and assessed the remuneration of 2018
for the company’s directors and senior management personnel, reviewed and approved the working rules and
regulations of the Remuneration and Appraisal Committee, special contribution award management methods,
salary management methods, performance management methods, and executive management performance
responsibility letter of 2019, revised enterprise annuity plan and company’s total remuneration determination
mechanism, adjusted the allowance standards for independent directors, the division of executive management
performance responsibility letter in 2019, and the executive performance evaluation coefficient.
3. Performance of Duties by the Nomination Committee
During the reporting period, the Nominations Committee of the Board of Directors convened two meetings in
accordance with the stipulations of the “Work Regulations on the Nominations Commission of the Board of
Directors of the Company”, which examined and approved the nomination of candidates for the tenth board of
directors of the company and reviewed their qualifications, and revised the working regulations of the nomination
committee.
4. Performance of Duties by the Strategy Committee
During the reporting period, the strategy committee of the Board held four meetings, according to the
"Regulations on the Work of the Strategy Committee of the Board of Directors of the Company", the resolutions
on adjustment of the follow-up investment of industrial funds, the work regulations of the Strategy Committee, the
proposed subsidiary Dongguan Logistics' issuance of perpetual bonds, and the company's 2020 comprehensive
budget draft were reviewed and approved.
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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
The Supervisory Board has no objection to the supervision matters during the reporting period.
VIII. Appraisal and incentive mechanism for senior executives
The performance evaluation of the company’s senior management personnel is comprehensively evaluated by the
remuneration and appraisal committee under the company’s board of directors in accordance with the “Company
Remuneration Management Measures” and “Company Performance Management Measures” based on the
company’s overall operating performance results and the achieved status of management indicators in the year,
and use this as the basis for senior management compensation adjustment and rewards, and report to the board of
directors and general meeting of shareholders for approval after implementation.
The 7th meeting of the tenth board of directors of the company and the first extraordinary general meeting of
shareholders in 2020 reviewed and approved the “Company’s Total Remuneration Decision Mechanism”, and
agreed the company to establish the company’s total remuneration decision mechanism in accordance with
relevant system requirements and combined with the “Double Hundred Action” state-owned enterprises reform
implementation plan and the actual situation of the enterprise. Based on excess value creation, established a salary
mechanism by taking value creation as the guidance and incremental performance determining incremental
compensation, and realized the two-way link between employee income and corporate performance; with strategic
goals as the traction, established executive restraint and incentive mechanisms to fully reflect strategic guidance,
which was conducive to promoting the continuous improvement of quality and efficiency of enterprises and
achieving high-quality and sustainable development. In the follow-up, the company will further explore an
effective incentive mechanism to fully mobilize the initiative and enthusiasm of the management, thereby
promoting the company’s sustainable and stable development.
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
2020-04-28
evaluation report
Disclosure index of full internal control “Internal control self evaluation report of SHENZHEN CEREALS HOLDINGS CO.,
evaluation report LTD. in 2019” published on Juchao Website (http：//www.cninfo.com.cn)
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深圳市深粮控股股份有限公司 2019 年年度报告全文
The ratio of the total assets of units
included in the scope of evaluation
accounting for the total assets on the 61.42%
Company's consolidated financial
statements
The ratio of the operating income of units
included in the scope of evaluation
accounting for the operating income on the 93.00%
Company's consolidated financial
statements
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
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深圳市深粮控股股份有限公司 2019 年年度报告全文
1. Major defects: Defect alone or together
with other defects in a timely manner cause 1.Qualitative criteria for major defects
unpreventable or undetectable and are as follows:
uncorrectable material misstatement in the (1) The lack of democratic
financial statements. decision-making process, such as the
The Company may indicate the presence of lack of decision-making on major issues,
significant deficiencies in internal control an important appointment and dismissal
over financial reporting if following of cadres, major investment decisions,
circumstances: large sums of money using the
(1) The directors, supervisors and senior decision-making process;
management fraud; (2) Decision-making process is not
(2) Enterprise corrected mistake which has scientific, such as major policy mistakes,
been published in financial statements; resulting in significant property damage
(3) CPA found material misstatement in to the Company;
current financial statements, but internal (3) Serious violations of national laws
control during operation failed to find the and regulations;
misstatements;
(4) Loss of key executives or loss of a
(4) Oversight of internal control by
Qualitative criteria large number of key talent;
Corporate Audit Committee and the internal
(5) Negative media news is frequent,
audit is invalid;
And cause nationwide impact.
(5) Particularly important or significant
2. The qualitative criteria for important
deficiencies found during internal control
defects are as follows: (1) The
has not been rectified;
decision-making process is not perfect;
(6) The lack of business-critical system or
(2)The company’s internal management
invalid system.
system has not been effectively
2. Important defect: defect alone or together
implemented, resulting in losses; (3) The
with other defects in a timely manner cause
media’s negative news is frequent and
unpreventable or undetectable and
has certain influence; (4) The general
uncorrectable material misstatement in the
defects in the internal control evaluation
financial statements, although not reach and
have not been corrected. 3. General
exceed the level of importance, should lead
defects refer to other internal control
to management attention misstatements.
defects that do not constitute major
3. General Defects: other internal defects do
defects or important defects.
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 2019 年年度报告全文
General defects: the amount of direct
property loss ≤ 1.5 million yuan,
General Defects:
reported wrongly <0.5% of total capital, punished by the provincial (including
reported wrongly<0.5% of operating income, provincial) government but the Company
reported wrongly<2.5% of total profit; disclosed in periodic reports on the
Important flaw: negative impact;
0.5% of total assets ≤ reported wrongly <1% Important flaw: 1.5 million yuan < the
of total assets, amount of direct property loss < 5
Quantitative standard 0.5% of operating income≤ misstatements million yuan, punished by the state
<1% of operating income, government but the Company disclosed
2.5% of total profit≤ misstatements <5% of in periodic reports on the negative
total profit; impact;
Major flaw: Major flaw: the amount of direct
misstatement ≥ 1% of total assets, property loss ≥ 5 million yuan, have been
misstatements ≥ 1% of operating income, officially disclosed outside the Company
misstatements ≥ 5% of total profit. disclosed in periodic reports and
adversely affected.
Amount of significant defects in financial
0
reports
Amount of significant defects in
0
non-financial reports
Amount of important defects in financial
0
reports
Amount of important defects in
0
non-financial reports
X. Audit report of internal control
√ Applicable□Not applicable
Deliberations in Internal Control Audit Report
BDO China Shu Lun Pan Certified Public Accountant LLP believes the 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 December 2019.
Disclosure details of audit report of
Disclosed
internal control
Disclosure date of audit report of
2020-04-28
internal control (full-text)
Index of audit report of internal “Internal control audit report of SHENZHEN CEREALS HOLDINGS CO., LTD. in 2019”
control (full-text) published on Juchao Website (www.cninfo.com.cn)
Opinion type of auditing report of
Standard unqualified
IC
Whether the non-financial report
No
had major defects
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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 2019 年年度报告全文
Section XI. 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
No
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Section XII. Financial Report
I. Audit Report
Type of audit opinion Standard unqualified opinion
Signing date of audit report 2020-04-24
Name of audit institute BDO China Shu Lun Pan Certified Public Accountant LLP
Document serial of audit report BDO CPAs Zi[2020]No. ZL10116
Name of the CPA Qi Tao, Zhang Wanbin
Text of auditing report
Auditor’s Report
BDO CPAs Zi[2020]No. ZL10116
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.
(hereinafter referred to as SZCH Company), including the consolidated and parent Company’s balance sheet of 31
December 2019 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 2019 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.
III. Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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
this matters.We identified the following key audit issues that need to be communicated in the audit report.
Key audit matters How to deal with the matter in audit
(i) Revenue confirmation
Details and analysis of accounting policy of revenue The main audit procedures we implemented for the
recognition found more in the (21) Accounting policy in Note inventory and inventory falling price reserves
III. Important accounting policy and estimation and (37) in include: (1) Understood, evaluated and tested the
Note V. Annotation to main items of consolidated financial internal control design and implementation related
statements. to revenue recognition of SZCH Company; (2)
SZCH Company achieved operating revenue in 2019 is check the main sales contracts, identify terms
11059.9843 million yuan, including: 10612.4781 million related to transfer of the main risks and rewards on
yuan from grain and oil business, accounting for 95.95% of the ownership of goods, and evaluate whether the
the operating revenue. The income from grain and oil revenue recognition policy conforms to the
business has a significant impact on the financial statement, Accounting Standards for Business Enterprise;
and it is one of the key index of performance of SZCH, (3)carry out substantive analysis procedures for
meanwhile, it is one of the important indicators of operating revenue and gross profit rate by month,
performance commitment performance assessment of the products, etc., identify whether there is significant
Shenzhen Cereals Group Co. Ltd- the wholly-owned or abnormal fluctuation, and review the rationality
subsidiary of SZCH, which has a special risks in of revenue; (4) we use sampling method to check
manipulation for achieving the predicted target, therefore, the the supporting documents related to revenue
identify of operating income will be listed as the key auditing recognition, including sales contract, sales invoice,
event. delivery order, goods right transfer document and
accounting voucher, etc.; (5)in combination with
the L/C receivable, confirm the sales volume of the
current period to the main customers by sampling;
(6)carry out a cut-off test on the business income
recognized before and after the balance sheet date
to assess whether the business income is recognized
in the appropriate accounting period.
(ii) Inventory and inventory falling price reserves
Details and analysis of accounting policy of inventory and The main audit procedures we implemented for
inventory impairment found more in the (10) Accounting the inventory and inventory falling price reserves
policy in Note III. Important accounting policy and of SZCH Company include: (1) Understood,
estimation and (8) in Note V. Annotation to main items of evaluated and tested the internal control design
consolidated financial statements. and implementation related to inventory falling
As of December 31, 2019, the inventory book balance price reserves of SZCH Company; (2) We
presented on the consolidated financial statements of SZCH performed the inventory monitoring procedures
Company was 3192.2283 million yuan, and the amount of for inventory, and checked the quantity and
inventory falling price reserves was 127.5271 million yuan, condition; (3) Acquired the calculation table of
book value of inventories was 3064.7012 million yuan, inventory falling price reserve, implemented the
accounting for 45.23% of the total assets. Inventory is inventory impairment test procedure, and
measured at the lower one between the cost and the net analyzed whether provision for inventory falling
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深圳市深粮控股股份有限公司 2019 年年度报告全文
realizable value, due to the large amount of money of price reserves was sufficient; (4) We obtained the
inventory, the management needed to make significant year-end inventory age list, conducted an
judgments when determining the decrease in value of analytical review of the inventory with long
inventory, including the consideration of government reserve inventory age combine with the condition of
as grain & oil, food and vegetable oil included, that affected products, and analyzed whether inventory falling
by futures market, these important judgments have a price reserves was sufficient; (5) For the products
significant impact on the valuation of inventory and provision that can obtain the selling price in open market,
for inventory depreciation at period-end; therefore, we select samples, independently query the public
determined the inventory and inventory falling price reserves market price information and compare it with the
as key audit matters. estimated selling price.
IV. Other information
The management of SZCH Company (Hereinafter referred to as management) 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.
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
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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:
(1) 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.
(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the management.
(4) 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.
(5) Evaluate the overall presentation, including the disclosures, structure and content of the financial statements
and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
(6) 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 2019 年年度报告全文
BDO China Shu Lun Pan CPAs Chinese CPA：Qi Tao (Engagement partner)
(LLP)
Chinese CPA:：Zhang Wanbin
ShanghaiChina 24 April 2020
II. Financial Statement
Statement in Financial Notes are carried in RMB/CNY
1. Consolidated balance sheet
Prepared by SHENZHEN CEREALS HOLDINGS CO., LTD.
2019-12-31
In RMB
Item 2019-12-31 2018-12-31
Current assets:
Monetary funds 154,954,757.85 631,638,339.68
Settlement provisions
Capital lent
Tradable financial assets 1,166,209.72
Financial assets measured by fair
value and with variation reckoned into 1,124,927.96
current gains/losses
Derivative financial assets
Note receivable 1,909,720.38 1,027,635.04
Account receivable 338,687,766.68 473,646,886.64
Receivable financing
Accounts paid in advance 9,202,930.71 83,696,870.07
Insurance receivable
Reinsurance receivables
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Contract reserve of reinsurance
receivable
Other account receivable 25,758,695.07 33,803,428.45
Including: Interest receivable 561,500.00
Dividend receivable
Buying back the sale of financial
assets
Inventories 3,064,701,212.14 2,811,802,600.19
Contractual assets
Assets held for sale
Non-current asset due within one
year
Other current assets 468,174,380.40 254,493,764.04
Total current assets 4,064,555,672.95 4,291,234,452.07
Non-current assets:
Loans and payments on behalf
Debt investment
Finance asset available for sales 57,500.00
Other debt investment
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 73,361,312.10 70,999,666.81
Investment in other equity
instrument
Other non-current financial assets 57,500.00
Investment real estate 269,704,937.17 282,622,184.92
Fixed assets 945,042,032.69 993,136,743.51
Construction in progress 771,971,469.43 186,586,135.06
Productive biological asset 397,386.56 407,078.92
Oil and gas asset
Right-of-use assets
Intangible assets 589,167,059.47 569,997,392.08
Expense on Research and
Development
Goodwill
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Long-term expenses to be
19,855,228.69 21,799,899.80
apportioned
Deferred income tax asset 39,082,710.96 50,174,590.98
Other non-current asset 1,871,965.84 1,936,149.72
Total non-current asset 2,710,511,602.91 2,177,717,341.80
Total assets 6,775,067,275.86 6,468,951,793.87
Current liabilities:
Short-term loans 23,595,000.00 91,600,000.00
Loan from central bank
Capital borrowed
Trading financial liability
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Note payable
Account payable 266,123,470.98 472,738,283.80
Accounts received in advance 137,211,832.00 205,428,594.16
Contractual liability
Selling financial asset of
repurchase
Absorbing deposit and interbank
deposit
Security trading of agency
Security sales of agency
Wage payable 195,076,576.55 135,709,423.52
Taxes payable 37,047,613.47 24,969,718.58
Other account payable 236,377,171.13 280,689,548.29
Including: Interest payable 1,411,457.29
Dividend payable 2,933,690.04 2,909,182.74
Commission charge and
commission payable
Reinsurance payable
Liability held for sale
Non-current liabilities due within
67,420,012.16 55,090,793.79
one year
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Other current liabilities 219,151,968.63 219,151,968.63
Total current liabilities 1,182,003,644.92 1,485,378,330.77
Non-current liabilities:
Insurance contract reserve
Long-term loans 835,912,556.41 516,687,791.66
Bonds payable
Including: Preferred stock
Perpetual capital
securities
Lease liability
Long-term account payable 15,856,950.01 15,690,202.08
Long-term wages payable
Accrual liability 3,500,000.00
Deferred income 101,792,241.31 100,608,203.01
Deferred income tax liabilities 12,563,752.22 12,988,434.77
Other non-current liabilities
Total non-current liabilities 969,625,499.95 645,974,631.52
Total liabilities 2,151,629,144.87 2,131,352,962.29
Owner’s equity:
Share capital 1,152,535,254.00 1,152,535,254.00
Other equity instrument
Including: Preferred stock
Perpetual capital
securities
Capital public reserve 1,422,892,729.36 1,422,892,729.36
Less: Inventory shares
Other comprehensive income
Reasonable reserve 522.55 154.21
Surplus public reserve 350,187,601.06 327,140,910.28
Provision of general risk
Retained profit 1,495,135,080.60 1,269,933,487.26
Total owner’ s equity attributable to
4,420,751,187.57 4,172,502,535.11
parent company
Minority interests 202,686,943.42 165,096,296.47
Total owner’ s equity 4,623,438,130.99 4,337,598,831.58
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Total liabilities and owner’ s equity 6,775,067,275.86 6,468,951,793.87
Legal Representative: Zhu Junming
Person in charge of accounting works: Jin Zhenyuan
Person in charge of accounting institute: Wen Jieyu
2. Balance Sheet of Parent Company
In RMB
Item 2019-12-31 2018-12-31
Current assets:
Monetary funds 16,272,394.90 168,900,586.84
Tradable financial assets 1,166,209.72
Financial assets measured by fair
value and with variation reckoned into 1,124,927.96
current gains/losses
Derivative financial assets
Note receivable
Account receivable 7,967.34 42,441,119.07
Receivable financing
Accounts paid in advance
Other account receivable 994,149,247.39 159,677,969.59
Including: Interest receivable
Dividend receivable 260,000,000.00
Inventories 2,954,343.26 8,806,338.26
Contractual assets
Assets held for sale
Non-current assets maturing within
one year
Other current assets 675,966.29 50,068,745.74
Total current assets 1,015,226,128.90 431,019,687.46
Non-current assets:
Debt investment
Available-for-sale financial assets
Other debt investment
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Held-to-maturity investments
Long-term receivables
Long-term equity investments 3,715,425,854.77 4,212,554,063.36
Investment in other equity
instrument
Other non-current financial assets
Investment real estate 17,458,094.37 17,929,684.70
Fixed assets 31,382,741.25 31,417,912.54
Construction in progress
Productive biological assets 397,386.56 407,078.92
Oil and natural gas assets
Right-of-use assets
Intangible assets 6,787,359.94 6,663,692.30
Research and development costs
Goodwill
Long-term deferred expenses 380,772.60 409,621.50
Deferred income tax assets 5,630,538.80
Other non-current assets
Total non-current assets 3,771,832,209.49 4,275,012,592.12
Total assets 4,787,058,338.39 4,706,032,279.58
Current liabilities
Short-term borrowings
Tradable financial liability
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes payable
Account payable 115,458.38 73,705,646.54
Accounts received in advance 3,137.80 124,945.74
Contractual liability
Wage payable 17,230,138.89 6,448,561.16
Taxes payable 2,607,719.37 2,702,655.24
Other accounts payable 257,459,190.14 232,109,084.76
Including: Interest payable
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Dividend payable
Liability held for sale
Non-current liabilities due within
one year
Other current liabilities
Total current liabilities 277,415,644.58 315,090,893.44
Non-current liabilities:
Long-term loans
Bonds payable
Including: preferred stock
Perpetual capital
securities
Lease liability
Long-term account payable
Long term employee compensation
payable
Accrued liabilities 3,500,000.00
Deferred income 45,020.68 46,129.96
Deferred income tax liabilities 10,965.46
Other non-current liabilities
Total non-current liabilities 3,545,020.68 57,095.42
Total liabilities 280,960,665.26 315,147,988.86
Owners’ equity:
Share capital 1,152,535,254.00 1,152,535,254.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
Capital public reserve 3,018,106,568.27 3,018,106,568.27
Less: Inventory shares
Other comprehensive income
Special reserve
Surplus reserve 77,783,172.92 54,736,482.14
Retained profit 257,672,677.94 165,505,986.31
Total owner’s equity 4,506,097,673.13 4,390,884,290.72
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Total liabilities and owner’s equity 4,787,058,338.39 4,706,032,279.58
3. Consolidated Profit Statement
In RMB
Item 2019 2018
I. Total operating income 11,059,984,335.92 10,758,782,838.14
Including: Operating income 11,059,984,335.92 10,758,782,838.14
Interest income
Insurance gained
Commission charge and
commission income
II. Total operating cost 10,493,641,137.00 10,231,679,484.63
Including: Operating cost 9,955,307,005.89 9,693,634,274.21
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 14,020,512.36 15,369,523.52
Sales expense 250,657,691.24 255,021,072.54
Administrative expense 260,693,015.60 246,543,836.47
R&D expense 13,599,526.83 10,979,464.64
Financial expense -636,614.92 10,131,313.25
Including: Interest
9,387,920.21 20,410,885.62
expenses
Interest income 11,068,571.50 8,364,388.05
Add: other income 12,297,924.24 10,901,858.13
Investment income (Loss is
9,838,224.64 1,724,353.15
listed with “-”)
Including: Investment income
3,411,761.86 -1,755,504.74
on affiliated company and joint venture
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深圳市深粮控股股份有限公司 2019 年年度报告全文
The termination of income
recognition for financial assets measured
by amortized cost(Loss is listed with “-”)
Exchange income (Loss is
listed with “-”)
Net exposure hedging income
(Loss is listed with “-”)
Income from change of fair
41,281.76 -474,740.24
value (Loss is listed with “-”)
Loss of credit impairment
3,496,756.37
(Loss is listed with “-”)
Losses of devaluation of asset
-158,272,990.37 -199,636,023.51
(Loss is listed with “-”)
Income from assets disposal
-170,437.85 1,601,802.27
(Loss is listed with “-”)
III. Operating profit (Loss is listed with
433,573,957.71 341,220,603.31
“-”)
Add: Non-operating income 1,256,705.25 1,390,434.84
Less: Non-operating expense 5,801,306.78 3,266,448.43
IV. Total profit (Loss is listed with “-”) 429,029,356.18 339,344,589.72
Less: Income tax expense 44,512,899.71 18,488,865.34
V. Net profit (Net loss is listed with “-”) 384,516,456.47 320,855,724.38
(i) Classify by business continuity
1.continuous operating net profit
384,516,456.47 320,855,724.38
(net loss listed with ‘-”)
2.termination of net profit (net loss
listed with ‘-”)
(ii) Classify by ownership
1.Net profit attributable to owner’s
363,501,809.52 308,331,032.44
of parent company
2.Minority shareholders’ gains and
21,014,646.95 12,524,691.94
losses
VI. Net after-tax of other comprehensive
income
Net after-tax of other comprehensive
income attributable to owners of parent
company
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深圳市深粮控股股份有限公司 2019 年年度报告全文
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
1.Changes of the defined
benefit plans that re-measured
2.Other comprehensive
income under equity method that cannot
be transfer to gain/loss
3.Change of fair value of
investment in other equity instrument
4.Fair value change of
enterprise's credit risk
5. Other
(ii) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
1.Other comprehensive
income under equity method that can
transfer to gain/loss
2.Change of fair value of
other debt investment
3.gain/loss of fair value
changes for available-for-sale financial
assets
4.Amount of financial assets
re-classify to other comprehensive
income
5.Gain/loss of
held-to-maturity investments that
re-classify to available-for-sale financial
asset
6.Credit impairment
provision for other debt investment
7.Cash flow hedging reserve
8.Translation differences
arising on translation of foreign currency
financial statements
9.Other
119
深圳市深粮控股股份有限公司 2019 年年度报告全文
Net after-tax of other comprehensive
income attributable to minority
shareholders
VII. Total comprehensive income 384,516,456.47 320,855,724.38
Total comprehensive income
363,501,809.52 308,331,032.44
attributable to owners of parent Company
Total comprehensive income
21,014,646.95 12,524,691.94
attributable to minority shareholders
VIII. Earnings per share:
(i) Basic earnings per share 0.3154 0.2675
(ii) Diluted earnings per share 0.3154 0.2675
As for the enterprise combined under the same control, net profit of 0 Yuan achieved by the merged party before combination while 0
Yuan achieved last period.
Legal Representative: Zhu Junming
Person in charge of accounting works: Jin Zhenyuan
Person in charge of accounting institute: Wen Jieyu
4. Profit Statement of Parent Company
In RMB
Item 2019 2018
I. Operating income 33,297,047.52 165,407,623.24
Less: Operating cost 30,082,764.02 156,886,817.06
Taxes and surcharge 725,820.16 602,255.26
Sales expenses 352,978.78 4,021,042.93
Administration expenses 54,742,414.39 35,236,050.22
R&D expenses
Financial expenses -732,329.49 -2,863,136.69
Including: interest
-490,845.99
expenses
Interest income 721,932.13 2,208,205.46
Add: other income 1,472,904.40 201,109.28
Investment income (Loss is
289,567,596.66 1,035,169.17
listed with “-”)
120
深圳市深粮控股股份有限公司 2019 年年度报告全文
Including: Investment income
-1,614,296.02 -367,955.83
on affiliated Company and joint venture
The termination of
income recognition for financial assets
measured by amortized cost (Loss is
listed with “-”)
Net exposure hedging income
(Loss is listed with “-”)
Changing income of fair
41,281.76 -474,740.24
value (Loss is listed with “-”)
Loss of credit impairment
-3,524,271.05
(Loss is listed with “-”)
Losses of devaluation of asset
-8,940,973.64
(Loss is listed with “-”)
Income on disposal of assets
-4,685.34
(Loss is listed with “-”)
II. Operating profit (Loss is listed with
235,682,911.43 -36,659,526.31
“-”)
Add: Non-operating income 403,619.72 21,985.04
Less: Non-operating expense 50.00 51.64
III. Total Profit (Loss is listed with “-”) 236,086,481.15 -36,637,592.91
Less: Income tax 5,619,573.34 -2,353,928.48
IV. Net profit (Net loss is listed with
230,466,907.81 -34,283,664.43
“-”)
(i)continuous operating net profit
230,466,907.81 -34,283,664.43
(net loss listed with ‘-”)
(ii) termination of net profit (net
loss listed with ‘-”)
V. Net after-tax of other comprehensive
income
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
1.Changes of the defined
benefit plans that re-measured
2.Other comprehensive
income under equity method that cannot
be transfer to gain/loss
121
深圳市深粮控股股份有限公司 2019 年年度报告全文
3.Change of fair value of
investment in other equity instrument
4.Fair value change of
enterprise's credit risk
5. Other
(II) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
1.Other comprehensive
income under equity method that can
transfer to gain/loss
2.Change of fair value of
other debt investment
3.gain/loss of fair value
changes for available-for-sale financial
assets
4.Amount of financial
assets re-classify to other
comprehensive income
5.Gain/loss of
held-to-maturity investments that
re-classify to available-for-sale financial
asset
6.Credit impairment
provision for other debt investment
7.Cash flow hedging
reserve
8.Translation differences
arising on translation of foreign
currency financial statements
9.Other
VI. Total comprehensive income 230,466,907.81 -34,283,664.43
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
5. Consolidated Cash Flow Statement
In RMB
122
深圳市深粮控股股份有限公司 2019 年年度报告全文
Item 2019 2018
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 11,105,513,303.87 10,864,668,383.48
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
Cash received from interest,
commission charge and commission
Net increase of capital borrowed
Net increase of returned business
capital
Net cash received by agents in sale
and purchase of securities
Write-back of tax received 25,275,539.65 2,149,482.32
Other cash received concerning
341,980,984.23 149,070,552.32
operating activities
Subtotal of cash inflow arising from
11,472,769,827.75 11,015,888,418.12
operating activities
Cash paid for purchasing
commodities and receiving labor 10,425,163,614.27 10,062,803,459.79
service
Net increase of customer loans and
advances
Net increase of deposits in central
bank and interbank
123
深圳市深粮控股股份有限公司 2019 年年度报告全文
Cash paid for original insurance
contract compensation
Net increase of capital lent
Cash paid for interest, commission
charge and commission
Cash paid for bonus of guarantee
slip
Cash paid to/for staff and workers 248,608,109.68 266,944,869.84
Taxes paid 75,128,813.39 76,069,566.39
Other cash paid concerning
533,815,466.44 310,966,886.52
operating activities
Subtotal of cash outflow arising from
11,282,716,003.78 10,716,784,782.54
operating activities
Net cash flows arising from operating
190,053,823.97 299,103,635.58
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
514,000,000.00 190,000,000.00
investment
Cash received from investment
6,553,793.96 3,029,857.89
income
Net cash received from disposal of
fixed, intangible and other long-term 6,000,324.52 2,130,835.56
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
450,000.00
investing activities
Subtotal of cash inflow from investing
526,554,118.48 195,610,693.45
activities
Cash paid for purchasing fixed,
579,138,870.97 382,839,107.07
intangible and other long-term assets
Cash paid for investment 739,000,000.00 287,000,000.00
Net increase of mortgaged loans
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
investing activities
124
深圳市深粮控股股份有限公司 2019 年年度报告全文
Subtotal of cash outflow from investing
1,318,138,870.97 669,839,107.07
activities
Net cash flows arising from investing
-791,584,752.49 -474,228,413.62
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
23,520,000.00 24,500,000.00
investment
Including: Cash received from
absorbing minority shareholders’ 23,520,000.00 24,500,000.00
investment by subsidiaries
Cash received from loans 413,905,075.72 537,740,181.56
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
437,425,075.72 562,240,181.56
activities
Cash paid for settling debts 150,356,092.60 280,451,777.62
Cash paid for dividend and profit
162,493,097.65 21,982,183.52
distributing or interest paying
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
72,997.72
financing activities
Subtotal of cash outflow from financing
312,922,187.97 302,433,961.14
activities
Net cash flows arising from financing
124,502,887.75 259,806,220.42
activities
IV. Influence on cash and cash
equivalents due to fluctuation in 344,458.94 2,516,157.85
exchange rate
V. Net increase of cash and cash
-476,683,581.83 87,197,600.23
equivalents
Add: Balance of cash and cash
631,638,339.68 544,440,739.45
equivalents at the period -begin
VI. Balance of cash and cash
154,954,757.85 631,638,339.68
equivalents at the period -end
125
深圳市深粮控股股份有限公司 2019 年年度报告全文
6. Cash Flow Statement of Parent Company
In RMB
Item 2019 2018
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 80,530,360.65 203,489,969.79
services
Write-back of tax received 508,882.07 1,607,071.98
Other cash received concerning
186,613,340.33 25,144,907.85
operating activities
Subtotal of cash inflow arising from
267,652,583.05 230,241,949.62
operating activities
Cash paid for purchasing
commodities and receiving labor 102,085,180.39 179,055,497.17
service
Cash paid to/for staff and workers 27,212,693.90 20,901,002.07
Taxes paid 3,672,773.74 1,852,958.66
Other cash paid concerning
243,973,743.76 40,674,668.54
operating activities
Subtotal of cash outflow arising from
376,944,391.79 242,484,126.44
operating activities
Net cash flows arising from operating
-109,291,808.74 -12,242,176.82
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
314,000,000.00
investment
Cash received from investment
29,249,567.07 953,125.00
income
Net cash received from disposal of
fixed, intangible and other long-term 2,710.37 3,026.17
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
90,450,000.00
investing activities
126
深圳市深粮控股股份有限公司 2019 年年度报告全文
Subtotal of cash inflow from investing
343,252,277.44 91,406,151.17
activities
Cash paid for purchasing fixed,
7,360,713.96 18,200.00
intangible and other long-term assets
Cash paid for investment 264,000,000.00
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
140,000,000.00
investing activities
Subtotal of cash outflow from investing
271,360,713.96 140,018,200.00
activities
Net cash flows arising from investing
71,891,563.48 -48,612,048.83
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Cash received from loans
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
activities
Cash paid for settling debts 10,000,000.00
Cash paid for dividend and profit
115,253,525.40 28,710.00
distributing or interest paying
Other cash paid concerning
72,997.72
financing activities
Subtotal of cash outflow from financing
115,326,523.12 10,028,710.00
activities
Net cash flows arising from financing
-115,326,523.12 -10,028,710.00
activities
IV. Influence on cash and cash
equivalents due to fluctuation in 98,576.44 121,178.25
exchange rate
V. Net increase of cash and cash
-152,628,191.94 -70,761,757.40
equivalents
Add: Balance of cash and cash
168,900,586.84 239,662,344.24
equivalents at the period -begin
127
深圳市深粮控股股份有限公司 2019 年年度报告全文
VI. Balance of cash and cash
16,272,394.90 168,900,586.84
equivalents at the period -end
7. Statement of Changes in Owners’ Equity (Consolidated)
Current period
In RMB
2019
Owners’ equity attributable to the parent Company
Other
equity instrument
Other Minori Total
Perpe
Item Less: compr Provisi ty owners
Share tual Reaso Surplu Retain
Prefe Capital Invent ehensi on of Subtot interes ’
capita capit nable s ed Other
reserve ory ve genera al ts equity
l rred Other reserve reserve profit
al shares incom l risk
stock
secur e
ities
1,152
I. Balance at the ,535, 1,422, 327,14 1,269, 4,172, 165,09 4,337,
end of the last 892,72 154.21 0,910. 933,48 502,53 6,296. 598,83
254.0
year 9.36 28 7.26 5.11 47 1.58
0
Add:
Changes of
accounting
policy
Error
correction of the
last period
Enterprise
combine under
the same
control
Other
1,152
II. Balance at ,535, 1,422, 327,14 1,269, 4,172, 165,09 4,337,
the beginning of 892,72 154.21 0,910. 933,48 502,53 6,296. 598,83
254.0
this year 9.36 28 7.26 5.11 47 1.58
0
III. Increase/
Decrease in this 23,046 225,20 248,24 37,590 285,83
year (Decrease 368.34 ,690.7 1,593. 8,652. ,646.9 9,299.
is listed with 8 34 46 5 41
“-”)
128
深圳市深粮控股股份有限公司 2019 年年度报告全文
(i) Total 363,50 363,50 21,014 384,51
comprehensive 1,809. 1,809. ,646.9 6,456.
income 52 52 5 47
(ii) Owners’ 23,520 23,520
devoted and
,000.0 ,000.0
decreased
0 0
capital
1.Common 23,520 23,520
shares invested ,000.0 ,000.0
by shareholders 0 0
2. Capital
invested by
holders of other
equity
instruments
3. Amount
reckoned into
owners equity
with
share-based
payment
4. Other
23,046 -138,3 -115,2 -122,1
(III) Profit -6,944,
,690.7 00,216 53,525 97,525
distribution 000.00
8 .18 .40 .40
1. Withdrawal 23,046 -23,04
of surplus ,690.7 6,690.
reserves 8 78
2. Withdrawal
of general risk
provisions
3. Distribution -115,2 -115,2 -122,1
-6,944,
for owners (or 53,525 53,525 97,525
000.00
shareholders) .40 .40 .40
4. Other
(IV) Carrying
forward internal
owners’ equity
1. Capital
reserves
conversed to
capital (share
capital)
129
深圳市深粮控股股份有限公司 2019 年年度报告全文
2. Surplus
reserves
conversed to
capital (share
capital)
3. Remedying
loss with
surplus reserve
4．Carry-over
retained
earnings from
the defined
benefit plans
5．Carry-over
retained
earnings from
other
comprehensive
income
6. Other
(V) Reasonable
368.34 368.34 368.34
reserve
1. Withdrawal
920,78 920,78 920,78
in the report
8.68 8.68 8.68
period
2. Usage in the -920,4 -920,4 -920,4
report period 20.34 20.34 20.34
(VI)Others
1,152
IV. Balance at ,535, 1,422, 350,18 1,495, 4,420, 202,68 4,623,
the end of the 892,72 522.55 7,601. 135,08 751,18 6,943. 438,13
254.0
report period 9.36 06 0.60 7.57 42 0.99
0
Last period
In RMB
2018
Owners’ equity attributable to the parent Company
Other
equity instrument
Other Minorit
Perp Total
Item Less: compr Provisi y
Share etual Reaso Surplu Retain owners’
Capital Invent ehensi on of Subtot interest
capita Prefe capit nable s ed Other equity
reserve ory ve genera al s
l rred Other reserve reserve profit
al shares incom l risk
stock
secur e
ities
130
深圳市深粮控股股份有限公司 2019 年年度报告全文
I. Balance at 496,7 2,063,
70,395
327,14 961,60 3,848,
124,062
3,972,8
the end of the 82,30 164,70 0,910. 2,454. 760,76 22,886.
.63 ,121.04
last year 3.00 2.12 28 82 5.85 89
Add:
Changes of
accounting
policy
Error
correction of
the last period
Enterprise
combine
under the
same control
Other
II. Balance at 496,7 2,063,
70,395
327,14 961,60 3,848,
124,062
3,972,8
the beginning 82,30 164,70 0,910. 2,454. 760,76 22,886.
.63 ,121.04
of this year 3.00 2.12 28 82 5.85 89
III. Increase/
Decrease in this 655,7 -640,2
-70,24
308,33 323,74
41,034, 364,775
year (Decrease 52,95 71,972 1,032. 1,769.
1.42 175.43 ,944.69
is listed with 1.00 .76 44 26
“-”)
(i) Total 308,33
308,33 12,524, 320,855
comprehensive 1,032.
1,032. 691.94 ,724.38
income 44
44
(ii) Owners’ 655,7 -640,2
devoted and 15,480 28,509, 43,990,
52,95 71,972
decreased ,978.2 483.49 461.73
1.00 .76
capital 4
1.Common 655,7 5,219,
5,875, 24,500, 5,900,0
shares invested 52,95 793,48
546,44 000.00 46,440.
by shareholders 1.00 9.96
0.96 96
2. Capital
invested by
holders of other
equity
instruments
3. Amount
reckoned into
owners equity
with
share-based
payment
131
深圳市深粮控股股份有限公司 2019 年年度报告全文
-5,860, -5,860, -5,856,
4,009,4
4. Other 065,46 065,46 055,979
83.49
2.72 2.72 .23
(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．Carry-over
retained
earnings
from the
defined
benefit plans
5．Carry-over
retained
earnings from
other
comprehensive
income
6. Other
(V) Reasonable -70,24 -70,24 -70,241
reserve 1.42 1.42 .42
1. Withdrawal
846,74 846,74 846,741
in the report
1.24 1.24 .24
period
132
深圳市深粮控股股份有限公司 2019 年年度报告全文
2. Usage in the -916,9 -916,9 -916,98
report period 82.66 82.66 2.66
(VI)Others
1,152
IV. Balance at ,535, 1,422, 327,14 1,269, 4,172, 4,337,5
165,096
the end of the 892,72 154.21 0,910. 933,48 502,53 98,831.
254.0 ,296.47
report period 9.36 28 7.26 5.11 58
0
8. Statement of Changes in Owners’ Equity (Parent Company)
Current period
In RMB
2019
Other equity instrument
Perpet
Other
Item Capital Less: Reasona Total
Share Preferr ual compreh Surplus Retaine
public Inventor ble Other owners’
capital ed capital Other ensive reserve d profit
reserve y shares reserve equity
stock securiti income
es
I. Balance at the 1,152,5 3,018,10 54,736,4
165,50
4,390,884,
end of the last 35,254. 5,986.3
6,568.27 82.14 290.72
year 00 1
Add:
Changes of
accounting
policy
Error
correction of the
last period
Other
II. Balance at the 1,152,5 3,018,10 54,736,4
165,50
4,390,884,
beginning of this 35,254. 5,986.3
6,568.27 82.14 290.72
year 00 1
III. Increase/
Decrease in this 23,046,6 92,166, 115,213,38
year (Decrease is 90.78 691.63 2.41
listed with “-”)
(i) Total 230,46
230,466,9
comprehensive 6,907.8
07.81
income 1
(ii) Owners’
devoted and
decreased capital
133
深圳市深粮控股股份有限公司 2019 年年度报告全文
1.Common
shares invested
by shareholders
2. Capital
invested by
holders of other
equity
instruments
3. Amount
reckoned into
owners equity
with share-based
payment
4. Other
-138,30
(III) Profit 23,046,6 -115,253,5
0,216.1
distribution 90.78 25.40
8
1. Withdrawal of 23,046,6 -23,046
surplus reserves 90.78 ,690.78
2. Distribution -115,25
-115,253,5
for owners (or 3,525.4
25.40
shareholders) 0
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．Carry-over
retained earnings
from the defined
benefit plans
5．Carry-over
retained earnings
from other
comprehensive
income
6. Other
134
深圳市深粮控股股份有限公司 2019 年年度报告全文
(V) Reasonable
reserve
1. Withdrawal in
the report period
2. Usage in the
report period
(VI)Others
IV. Balance at 1,152,5 3,018,10 77,783,1
257,67
4,506,097,
the end of the 35,254. 2,677.9
6,568.27 72.92 673.13
report period 00 4
Last period
In RMB
2018
Other equity
instrument
Perpet Other
Item Capital Less: Total
Share Preferr ual compre Reasonab Surplus Retained
public Inventor Other owners’
capital hensive le reserve reserve profit
ed capital Other reserve y shares equity
income
stock securit
ies
I. Balance at the 496,78 382,444 54,736, 199,789,6 1,133,752,9
end of the last 2,303.
,482.45 482.14 50.74 18.33
year 00
Add:
Changes of
accounting
policy
Error
correction of
the last period
Other
II. Balance at 496,78 382,444 54,736, 199,789,6 1,133,752,9
the beginning 2,303.
,482.45 482.14 50.74 18.33
of this year 00
III. Increase/
Decrease in this 655,75 2,635,6
-34,283,6 3,257,131,3
year (Decrease 2,951. 62,085.
64.43 72.39
is listed with 00 82
“-”)
(i) Total -34,283,6 -34,283,664
comprehensive
64.43 .43
income
135
深圳市深粮控股股份有限公司 2019 年年度报告全文
(ii) Owners’ 655,75 2,635,6
devoted and 3,291,415,0
2,951. 62,085.
decreased 36.82
00 82
capital
1.Common 655,75 5,219,7
5,875,546,4
shares invested 2,951. 93,489.
40.96
by shareholders 00 96
2. Capital
invested by
holders of other
equity
instruments
3. Amount
reckoned into
owners equity
with
share-based
payment
-2,584,1
-2,584,131,
4. Other 31,404.
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
capital (share
capital)
3. Remedying
loss with
surplus reserve
4．Carry-over
retained
earnings from
the defined
benefit plans
136
深圳市深粮控股股份有限公司 2019 年年度报告全文
5．Carry-over
retained
earnings from
other
comprehensive
income
6. Other
(V) Reasonable
reserve
1. Withdrawal
in the report
period
2. Usage in the
report period
(VI)Others
IV. Balance at 1,152, 3,018,1
54,736, 165,505,9 4,390,884,2
the end of the 535,25 06,568.
482.14 86.31 90.72
report period 4.00 27
III. Basic situation of Company
Shenzhen Cereals Holdings Co., Ltd. (formerly the 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 name as
Shenzhen Shenbao Industrial Co., ltd. 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 Company belongs to the
grain, oil, food and beverage industry.
As of 31 December 2019, the cumulative amount of shares issued by the Company was 1,152,535,254 shares with
registered capital of 1,152,535,254yuan. Registered address: Shenzhen, Guangdong Province; HQ 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. Main business of the Company: general operating items:
Purchase and sales of grain and oil, grain & oil reserves; operation and processing of grain & oil products;
production of tea, tea products, tea and natural plant extract, canned foods, beverages and native products
(business license of the production place shall be separately applied for); feed management and processing
(outsourcing); investment, operation and development of grain & oil logistics, feed logistics and tea garden etc.;
sales of feed and tea; warehousing services; food circulation services; modern food supply chain services;
technology development and services of grain & oil, tea, plant products, soft drinks and foods; construction of
E-commerce and information, IT development and supporting services; industrial investment (specific items will
be declared separately); domestic trade; operating the import and export business; engaged in real estate
development and operation on the lands where the right-to-use has been legally acquired; development, operation,
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leasing and management of the own property; property management; providing management services to
hotels.(items mentioned above which are involved in approval from national laws, administrative regulations and
decision of the state council, must be submitted for examination and approval before operation ). Licensed
business item: wholesale of prepackaged food (excluding reheating prepackaged food) (in non-physical way);
information service (internet information service only); general freight, professional transportation (refrigeration
and fresh-keeping). Parent enterprise of the Company: Shenzhen Food Group Co., Ltd.; actual controller of the
Company: Assets Supervision and Administration Commission of Shenzhen municipal People’s Government.
The financial statement has been approved by BOD of the company for reporting on 24 April 2020.
Up to 31 December 2019, the subsidiaries included in consolidate financial statement, mainly including:
Subsidiary Type Level Shareholding ratio (%) Voting rights ratio (%)
Shenzhen Shenbao Huacheng Science and Technology Wholly-owned First grade 100 100
Co.,Ltd(hereinafter referred to as Shenbao Huacheng) subsidiary
Wuyuan Ju Fang Yong Tea Industry Co., Ltd. Wholly-owned Second 100 100
(hereinafter referred to as Wuyuan Ju Fang Yong ) subsidiary grade
Shenzhen Shenbao Sanjing Food & Beverage Wholly-owned First grade 100 100
Development Co., Ltd(hereinafter referred to as subsidiary
Shenbao Sanjing)
Huizhou Shenbao Technology Co., Ltd(hereinafter Wholly-owned First grade 100 100
referred to as Huizhou Shenbao Technology) subsidiary
Shenzhen Shenbao Property Management Co., Wholly-owned First grade 100 100
Ltd.(hereinafter referred to as Shenbao Property ) subsidiary
Shenzhen Shenbao Industrial & Trading Co., Wholly-owned First grade 100 100
Ltd(hereinafter referred to as Shenbao Industrial & subsidiary
Trading )
Hangzhou Ju Fang Yong Holding Co., Ltd(hereinafter Wholly-owned Second 100 100
referred to as Hangzhou Ju Fang Yong) subsidiary grade
Shenzhen Shenbao Technology Center Co., Wholly-owned First grade 100 100
Ltd.(hereinafter referred to as Shenbao Technology subsidiary
Center )
Shenzhen Shenshenbao Investment Co., Ltd. Wholly-owned First grade 100 100
(hereinafter referred to as Shenshenbao Investment) subsidiary
Yunnan Shenbao Pu’er Tea Supply Chain Wholly-owned Second 100 100
Management Co., Ltd(hereinafter referred to as subsidiary grade
Yunnan Supply Chain)
Huizhou Shenbao Food Co., Ltd(hereinafter referred Wholly-owned First grade 100 100
to as Huizhou Shenbao Food) subsidiary
Yunnan Pu’er Tea Trading Center Co., Ltd(hereinafter Controlling Second 55 55
referred to as Pu’er Tea Trading Center) subsidiary grade
Mount Wuyi Shenbao Rock Tea Co., Ltd(hereinafter Wholly-owned Second 100 100
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referred to as Shenbao Rock Tea ) subsidiary grade
Hangzhou Fuhaitang Tea Ecological Technology Co., Wholly-owned Second 100 100
Ltd(hereinafter referred to as Fuhaitang Ecological) subsidiary grade
Hangzhou Chunshi Network Technology Co., Wholly-owned Third 100 100
Ltd.(hereinafter referred to as Chunshi Network) subsidiary grade
Shenzhen Shenshenbao Tea Culture Management Co., Wholly-owned Second 100 100
Ltd(hereinafter referred to as Shenshenbao Tea subsidiary grade
Culture)
Hangzhou Ju Fang Yong Trading Co., Ltd. Controlling Third 60 60
(hereinafter referred to as Ju Fang Yong Trading) subsidiary grade
Shenzhen Shenbao Tea-Shop Co., Ltd(hereinafter Wholly-owned Second 100 100
referred to as Shenbao Tea-Shop) subsidiary grade
Hangzhou Fuhaitang Catering Management chain Co., Wholly-owned Second 100 100
Ltd(hereinafter referred to as Fuhaitang Catering ) subsidiary grade
Shenzhen Cereals Group Co., Ltd(hereinafter referred Wholly-owned First grade 100 100
to as SZCG) subsidiary
Shenzhen Flour Co., Ltd(hereinafter referred to as Wholly-owned Second 100 100
Shenzhen Flour) subsidiary grade
Shenzhen Hualian Grain & Oil Trade Co., ltd. Wholly-owned Second 100 100
(hereinafter referred to as Hualian Grain & Oil Trade) subsidiary grade
Hainan Haitian Aquatic Feed Co., Ltd(hereinafter Wholly-owned Second 100 100
referred to as Hainan Haitian ) subsidiary grade
Shenliang Quality Inspection Co., Ltd. (hereinafter Wholly-owned Second 100 100
referred to as Shenliang Quality Inspection ) subsidiary grade
Shenliang Doximi Business Co., Ltd. (hereinafter Wholly-owned Second 100 100
referred to as SZCG Doximi) subsidiary grade
Shenzhen Shenliang Cold-Chain Logistic Co., Wholly-owned Second 100 100
Ltd(hereinafter referred to as Shenliang Cold-Chain subsidiary grade
Logistic )
Shenzhen Shenliang Big Kitchen Food Supply Chain Controlling Second 70 70
Co., Ltd(hereinafter referred to as Shenliang Big subsidiary grade
Kitchen )
Shenzhen Shenliang Real Estate Development Co., Wholly-owned Second 100 100
Ltd.(hereinafter referred to as Shenliang Real Estate subsidiary grade
Development)
Shenzhen Shenliang Property Management Co., Ltd. Wholly-owned Third 100 100
(hereinafter referred to as Shenliang Property) subsidiary grade
Shenliang Storage (Yingkou) Co., Ltd(hereinafter Wholly-owned Third 100 100
referred to as Shenliang Storage (Yingkou) ) subsidiary grade
Dongguan Shenliang Logistics Co., Ltd.(hereinafter Controlling Second 51 51
referred to as Dongguan Shenliang Logistics) subsidiary grade
Dongguan International Food Industrial Park Controlling Third 51 51
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Development Co., Ltd.(hereinafter referred to as subsidiary grade
Dongguan Food Industrial Park)
Dongguan Shenliang Oil & Food Trade Co., Ltd. Controlling Third 51 51
(hereinafter referred to as Dongguan Food Trade) subsidiary grade
Dongguan Jinying Biology Tech. Co., Ltd. Controlling Third 51 51
(hereinafter referred to as Dongguan Jinying) subsidiary grade
Shuangyashan Shenliang Zhongxin Cereals Base Co., Controlling Second 51 51
Ltd(hereinafter referred to as Shuangyashan Shenliang subsidiary grade
Zhongxin )
Heilongjiang Hongxinglong Nongken Shenxin Cereals Controlling Third 51 51
Industrial Park Co., ltd. subsidiary grade
(hereinafter referred to as Hongxinglong Nongken
Industrial Park)
Change of the consolidate scope found more in Note VIII. Change of consolidate scope and Note IX. Equity in
other entity
IV. Basis of preparation of financial statements
1. Basis of preparation
Based on going concern, and according to actual occurrence of transactions and issues, the Company prepared the
financial statement in line with the Accounting Standards for Business Enterprise -Basic Standard issued by
Ministry of Finance 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 Accounting Standards for Business Enterprise), combining the Information Disclosure
Preparation Rules for Company Public Issuing Securities No.15-General Rules for Financial Report of the CSRC
2. Going concern
The Company was evaluated on continued viability of 12 months for the reporting period and found to have no
significant doubt. Accordingly, the financial statements have been prepared on the basis of going concern
assumptions.
V. Major accounting policy, accounting estimation
Specific accounting policies and estimation attention:
(i)Implementation of the Accounting Standards for Business Enterprise No. 22- Recognition and Measurement of
Financial Instruments, Accounting Standards for Business Enterprise No. 23- Transfer of Financial Assets,
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Accounting Standards for Business Enterprise No. 24- Hedge Accounting and Accounting Standards for Business
Enterprise No. 37- Presentation of Financial Instruments (2017 Revised), and in 2017, the Ministry of Finance
revised the Accounting Standards for Business Enterprise No. 22- Recognition and Measurement of Financial
Instruments, Accounting Standards for Business Enterprise No. 23- Transfer of Financial Assets, Accounting
Standards for Business Enterprise No. 24- Hedge Accounting and Accounting Standards for Business Enterprise
No. 37- Presentation of Financial Instruments. The revised standards stipulate that for financial instruments that
have not been derecognized on the first implementation date, if the previous recognition and measurement are
inconsistent with the requirements of the revised standards, they shall be retrospectively adjusted. If the data
relating to the comparative financial statements in prior period are inconsistent with the requirements of the
revised standards, no adjustment is required. The Company will adjust the retained earnings and other
comprehensive income at the beginning of the year due to the cumulative impact of retrospective adjustment, the
main impacts of the implementation of the above standards are as follows: (1) Due to the change in the name of
the report item, “the financial assets measured at fair value and whose changes are included in the current profit
and loss” are reclassified as “Tradable financial assets”, financial assets measured at fair value and whose changes
are included in the current profit and loss have a decrease of 1,124,927.96 yuan; and the Tradable financial assets
have an increase of 1,124,927.96 yuan; (2) the available-for-sale equity instrument investments are reclassified as
the “financial assets measured at fair value and whose changes are included in the current profit and loss”.
Available-for-sale financial assets have a decrease of 57,500.00 yuan; other non-current financial assets have an
increase of 57,500.00 yuan.
(ii) Implementation of the Ministry of Finance issued the Notice on Revision and Issuance of 2019 Financial
Statement Format for General Corporate. On 30 April 2019, the Ministry of Finance issued the Notice on
Revision and Issuance of 2019 Financial Statement Format for General Corporate (Cai Kuai [2019] No.6), format
of the financial statement has been revised. Main impact for implementation of the above mentioned regulations:
in balance sheet: the “Note receivable and account receivable” divided into “Note receivable” and “Account
receivable”; “Note payable and account payable” divided into “Note payable” and “Account payable”; the
comparison data are adjusted accordingly.
1. Statement for observation of Accounting Standard for Business Enterprise
The financial statements prepared by the Company are in accordance to requirements of Accounting Standard for
Business Enterprise issued by Ministry of Finance, which truly and completely reflect the financial status of the
Company and parent company on 31 December 2019, as well as the consolidate and parent company’s operational
results and cash flow for year of 2019.
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.
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3. Operating cycle
Operating cycle of the Company was 12 months
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
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 .
Business combination not under the same control: 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.
The directed expenses incurred in the business combination are recorded into current gains/losses; the trading fees
for issuing equity securities or debt securities for the business combination shall be recorded into the initial
confirmation amount of equity securities or debt securities.
6. Methods for preparation of consolidated financial statements
6.1 Consolidated scope
The consolidation scope of the consolidated financial statements of the Company is fixed on the basis of control,
which includes the Company and all subsidiaries.
6.2 Consolidated 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
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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. 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. 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.
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.
(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
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 combined party
and combinee 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
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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 or net liabilities redefined by investee.
If the Company’s shareholding ratio declines and thus loses the control power due to other investors’ capital
increase in the subsidiaries, accounting treatment shall be conducted in accordance with the above principles.
7. Classification of joint venture arrangement and accounting for joint operations
Joint venture arrangements are divided into joint operations and joint ventures.
When the Company is a joint venture party of a joint venture arrangement and enjoys the relevant assets of the
arrangement and bears the liabilities related to the arrangement, it is a joint operation.
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;
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(5) To recognize separately occurred expenses, and to recognize expenses occurred for joint operations under its
proportion.
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
9.1 Foreign currency business
The foreign currency business uses the spot exchange rate on the transaction date as the conversion rate to convert
the foreign currency amount into RMB.
The balance of foreign currency monetary items on the balance sheet date is converted at the spot exchange rate on
the balance sheet date. The resulting exchange differences, except that the balance of exchange generated from the
foreign currency special borrowings related to the assets whose acquisition and construction are eligible for
capitalization is disposed in accordance with the principle of borrowing costs capitalization, are included in the
current profit and loss.
9.2 Conversion of foreign currency financial statements
Assets and liabilities in the balance sheet are converted at the spot exchange rate on the balance sheet date; except
for the “undistributed profit” item, other items of the owner's equity items are converted at the spot exchange rate at
the time of occurrence. Income and expense items in the income statement are converted at the spot exchange rate
on the transaction date.
When disposing an overseas operation, the translation difference of the foreign currency financial statements related
to the overseas operation is transferred from the owner's equity items to the disposal of the current profit and loss.
10. Financial instruments
Financial instruments include financial assets, financial liabilities and equity instruments.
10.1 Categories of financial instruments
Accounting policy applicable since 1st Jan. 2019
According to the business model of managing financial assets and the contractual cash flow characteristics of
financial assets, at initial recognition, the Company classifies the financial assets into the financial assets
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measured at amortized cost, the financial assets(debt instrument) measured at fair value and whose changes are
included in other comprehensive income, and the financial assets measured at fair value and whose changes are
included in current gain or loss.
The financial assets of which the business model aims at the collection of contractual cash flow and the contractual
cash flow is only the payment of the principal and the interest based on the outstanding principal amount are
classified as financial assets measured at amortized cost. The financial assets of which the business model aims not
only at the collection of contractual cash flow but also at selling the financial assets and the contractual cash flow is
only the payment of the principal and the interest based on the outstanding principal amount are classified as
financial assets measured at fair value and whose changes are included in other comprehensive income (debt
instruments). Other financial assets other than this are classified as financial assets measured at fair value and whose
changes are included in current profit and loss.
For non-trading equity instrument investment, the Company determines whether it is designated as a financial asset
(equity instrument) measured at fair value and whose changes are included in other comprehensive income at the
initial recognition. In the initial recognition, in order to eliminate or significantly reduce accounting mismatches,
financial assets can be designated as financial assets measured at fair value and whose changes are included in
current profit and loss.
In the initial recognition, financial liabilities are classified as the financial liabilities measured at fair value and
whose changes are included in current profit and loss and the financial liabilities measured at amortized cost.
Financial liabilities that meet one of the following conditions can be designated as financial liabilities measured at
fair value and whose changes are included in current profit and loss in the initial measurement:
1) The designation can eliminate or significantly reduce accounting mismatches.
2) According to the enterprise risk management or investment strategy specified in the official written document,
manage and make performance evaluation of the financial liability portfolio or financial assets and financial
liability portfolio based on fair value, and report to the key management personnel based on this.
3) The financial liability includes embedded derivatives that need to be separately split.
Accounting policy applicable before 1st Jan. 2019
At initial recognition, financial assets and financial liability are classified as: financial assets or liabilities
measured at fair value and with its variation reckoned into current gains/losses, including the Tradable financial
assets or financial liabilities and financial assets or liabilities directly designated measured at fair value and with
its variation reckoned into current gains/losses; held-to-maturity investment; account receivable; financial assets
available-for-sale; other financial liability and so on.
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10.2 Recognition and measurement for financial instrument
Accounting policy applicable since 1st Jan. 2019
(1) Financial assets measured at amortized cost
Financial assets measured at amortized cost include notes receivable, accounts receivable, other receivables,
long-term receivables, and debt investment, which are initially measured at fair value, and related transaction costs
are included in the initial recognition amount. The accounts receivable not including major financing components
and the accounts receivable that the Company decides not to consider the financing component of not more than one
year are initially measured at the contract transaction price.
Interest calculated by the effective interest method during the holding period is included in the current profit and
loss.
When recovering or disposing, the difference between the price obtained and the book value of the financial asset is
included in the current profit and loss.
(2) Financial assets (debt instruments) measured at fair value and whose changes are included in other
comprehensive income
Financial assets (debt instruments) measured at fair value and whose changes are included in other comprehensive
income, including receivables financing, other debt investment, etc., are initially measured at fair value, and related
transaction expenses are included in the initial recognition amount. The financial assets are subsequently measured
at fair value, the changes in fair value are included in other comprehensive income except for interest, impairment
losses or gains and exchange gains and losses calculated by using the effective interest method.
When a financial asset is terminated for recognition, the accumulated gain or loss previously included in other
comprehensive income is transferred from other comprehensive income and included in current profit and loss.
(3) Financial assets (equity instruments) measured at fair value and whose changes are included in other
comprehensive income
Financial assets (equity instruments) measured at fair value and whose changes are included in other comprehensive
income, including other equity instruments, etc., are initially measured at fair value, and related transaction
expenses are included in the initially recognized amount. The financial assets are subsequently measured at fair
value, and changes in fair value are included in other comprehensive income. The dividends obtained are included in
the current profits and losses.
When a financial asset is terminated for recognition, the accumulated gain or loss previously included in other
comprehensive income is transferred from other comprehensive income and included in retained earnings.
(4) Financial assets measured at fair value and whose changes are included in current profit and loss
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Financial assets measured at fair value and whose changes are included in current profit and loss, including
Tradable financial assets, derivative financial assets and other non-current financial assets, etc., are initially
measured at fair value, and related transaction expenses are included in the initial recognition amount. The financial
assets are subsequently measured at fair value, and changes in fair value are recognized in current profit and loss.
(5) Financial liabilities measured at fair value and whose changes are included in current profit and loss
Financial liabilities measured at fair value and whose changes are included in current profit and loss, including
transaction financial liabilities, derivative financial liabilities, etc., are initially measured at fair value, and related
transaction expenses are included in current profit and loss. The financial liabilities are subsequently measured at
fair value, and changes in fair value are included in current profit and loss.
When a financial liability is terminate for recognition, the difference between book value and the consideration
paid shall be recorded into the current profit and loss.
(6) Financial liabilities measured at amortized cost
Financial liabilities measured at amortized cost, including short-term borrowings, bills payable, accounts payable,
other payable, long-term borrowings, bonds payable, and long-term payable, are initially measured at fair value, and
related transaction expenses are included in the initial recognition amount.
Interest calculated by the effective interest method during the holding period is included in the current profit and
loss.
When a financial liability is terminate for recognition, the difference between the consideration paid and the book
value of the financial liability is included in current profit and loss.
Accounting policy applicable before January 1, 2019
(1) Financial assets (financial liabilities) measured at fair value and whose changes are included in current profit
and loss
At the time of acquisition, the fair value (deducting the cash dividends that have been declared but not yet paid or the
bond interest whose interest payment has been due but not yet received) is taken as the initial recognition amount,
and the related transaction expenses are included in the current profit and loss.
During the holding period, the interest or cash dividends are recognized as investment income, and the changes in
fair value are included in the current profit and loss at the end of the period.
At the time of disposal, the difference between the fair value and the initial recorded amount is recognized as
investment income, and the gains and losses from changes in fair value are adjusted.
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(2) Held-to-maturity investments
At the time of acquisition, the sum of the fair value (deducting the bond interest whose interest payment has been
due but not yet received) and the related transaction expenses is taken as the initial recognition amount.
During the holding period, the interest income is calculated and recognized based on the amortized cost and the
actual interest rate, and is included in the investment income. The effective interest rate is determined at the time of
acquisition and remains unchanged during the expected duration or for a shorter period of time applicable.
At the time of disposal, the difference between the purchase price and the book value of the investment is included
in the investment income.
(3) Account receivable
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 account receivables, other account receivables and so on. If
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.
(4) Available-for-sale financial assets
At the time of acquisition, the sum of the fair value (deducting the cash dividends that have been declared but not yet
paid or the bond interest whose interest payment has been due but not yet received) and the related transaction
expenses are taken as the initial recognition amount.
During the holding period, the interest or cash dividends obtained are recognized as investment income. At the end
of the period, it is measured at fair value and the changes in fair value are included in other comprehensive income.
However, an equity instrument investment that is not quoted in an active market and whose fair value cannot be
reliably measured and the derivative financial assets that are linked to the equity instrument and that are required to
be settled through the delivery of the equity instrument are measured at cost.
At the time of disposal, the difference between the price obtained and the book value of the financial asset is
included in the investment gains and losses. At the same time, the amount of the accumulated amount of changes in
fair value originally and directly included in other comprehensive income being corresponding to the disposal
portion is transferred out and included in current profit and loss.
(5) Other financial liabilities
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Initial recognition amount is determined at the sum of fair value and relevant transaction fee. Subsequent
measurement is conducted at amortized cost.
10.3 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 over weighs 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 (debt instrument) measured at fair value and whose changes
are included in other comprehensive income and the 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.
10.4 Condition for terminating the recognition of financial liability
As for the financial liabilities with its whole or part present obligations released, the company shall terminate the
recognition for 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 terminate the recognition for the existing financial liabilities and recognized the new financial liabilities
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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 terminate the recognition for 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 terminate the recognition of financial liabilities in whole or part, the difference between the carrying
value of such 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.
10.5 Determination method for fair value of financial assets and financial liabilities
As for the financial instrument with an active market, the fair value is determined by the offer of the active market;
there is no active market for a financial instrument, 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
un-observable inputs.
10.6 Testing of the financial assets impairment and accounting treatment
Accounting policy applicable from January 1, 2019
The Company considers all reasonable and evidence-based information, including forward-looking information,
and estimates the expected credit losses of the financial assets measured at amortized cost and the financial assets
(debt instruments) measured at fair value and whose changes are included in other comprehensive income on a
single or combination mode. The measurement of expected credit losses depends on whether the credit risks of
financial assets have increased significantly since the initial recognition.
If the credit risk of the financial instrument has increased significantly since the initial recognition, the Company
measures its loss provision based on the amount equivalent to the expected credit losses for the entire duration of the
financial instrument; if the credit risk of the financial instrument has not increased significantly since the initial
recognition, the Company measures its loss provision based on the amount equivalent to the expected credit losses
of the financial instrument in the next 12 months. The increase or reversal amount of the resulting loss provision is
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included in the current profit and loss as an impairment loss or gain.
Usually, if it s overdue for more than 30 days, the Company shall believe that the credit risk of the financial
instrument has increased significantly, unless there is conclusive evidence that the credit risk of the financial
instrument has not increased significantly since the initial recognition.
If the financial instrument's credit risk at the balance sheet date is low, the Company shall believe that the credit risk
of the financial instrument has not increased significantly since the initial recognition.
If there is objective evidence that a financial asset has suffered credit impairment, the Company shall make
provision for impairment of the financial asset on a single basis.
The Company needs to confirm that the financial instruments of impairment losses are financial assets (including
receivables) measured at amortized cost, debt instrument investments measured at fair value and their changes are
included in other comprehensive income, and lease receivables, mainly including bills receivable, accounts
receivable, other receivables, Creditors’ investment, Other creditors’ investment, long-term receivables, etc. In
addition, for some financial guarantee contracts, impairment provision and credit impairment losses should be
accrued in accordance with the accounting policies described in this section. Regarding an account receivable,
whether or not it contains a significant financing component, the Company always measures its loss provisions in
accordance with the expected credit losses for the entire duration.
For lease receivables, long-term receivables formed by the company through the sale of commodities or the
provision of labor services, the Company chooses to always measure their loss reserves in accordance with the
expected credit losses for the entire duration.
The Company combines account receivables by similar credit risk characteristics, based on the financial asset
portfolio structure and similar credit risk characteristics (the debtor’s ability to repay the arrears in accordance
with the contract terms), combined with historical default loss experience and current economic conditions and
considering forward-looking information, and measures the loss provision at an amount equivalent to the expected
credit losses for the entire duration.
Accounting policy applicable before January 1, 2019
Except for financial assets measured at fair value and whose changes are included in current profit and loss, the
Company checks the book value of financial assets on the balance sheet date. If there is objective evidence that a
financial asset is impaired, make impairment provision.
(1) Provision for impairment of available-for-sale financial assets:
At the end of the period, if the fair value of available-for-sale financial assets seriously declines, or after
comprehensive consideration of various relevant factors, it is expected that such downward trend is non-temporary,
it is deemed to have been impaired, and the accumulated losses resulting from the decline in the fair value originally
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and directly included in the owner's equity are transferred out and the impairment loss is recognized.
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.
The impairment loss from equity instrument investment available-for-sale should no be reversed through
gains/losses.
(2)Bad debt provision for account receivable:
①Account receivable with single significant amount and withdrawal bad debt provision on single basis:
Judgment basis or amount standard of a single significant amount:
Account receivable: single account receivable has over 10 million Yuan in amount;
Other account receivable: single other account receivable has over 5 million Yuan in amount.
Accrual method for account with single significant amount and withdrawal bad debt provision on single basis:
Conducted impairment testing separately, balance between the present value of future cash flow and its carrying
value, bad debt provision withdrawal and reckoned into current gains/losses. For those without impairment being
found after test, collected into relevant combination for accrual.
②Accounts receivable whose bad debts provision was accrued by combination based on credit risk characteristics
portfolio:
Portfolio Accrual method Basis for portfolio termination
For receivables among related parties within the scope of
Bad debt provision without
Related parties in consolidate scope consolidation, the possibility of bad debts is very small, and no
accrual
bad debt provision is made for the portfolio.
For cash deposit, security deposit and receivables from
Bad debt provision without
Specific objects government departments, the possibility of bad debts is very
accrual
small, and no bad debt provision is made for the this portfolio.
Including receivables other than the above portfolios, the
Company makes the best estimate on the provision proportion of
Aging analysis Aging analysis
receivables based on the past historical experience, and refers to
the age of receivables for credit risk portfolio classification.
Accrual bad debt provision by aging analysis in portfolio:
Account age Accrual ratio of the account receivable Accrual ratio of the other account
(%) receivable (%)
Within one year(one-year included) 1 1
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1－2 years 10 10
2－3 years 30 30
3－4 years 50 50
4－5 years 50 50
Over 5 years 80 80
③Account receivable with minor single amount but withdrawal bad debt provision on single item:
Reasons for provision of bad debt reserve: There is objective evidence that the Company will not be able to
recover the money under the original terms of receivables.
Provision method of bad debt reserve: Withdrawn according to the difference between present value of expected
future cash flows and the book value of the receivables.
11.Note receivable
Reference to 10. Financial Instrument in this Section
12.Account receivable
Reference to 10. Financial Instrument in this Section
13. Account receivable financing
Nil
14. Other account receivable
Determining method and accounting treatment on the expected credit loss of other account receivable
Reference to 10. Financial Instrument in this Section
15. Inventory
15.1 Classification
Inventory includes raw materials, revolving material, goods in process, goods in transit and work in
process-outsourced and so on.
15.2 Valuation methods for send out stocks
Stocks are valued at time of shipment by weighted average method or individual valuation method.
15.3 Recognition standards of the net realizable value for inventory
The net realizable value of inventory products and materials for sale, 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,
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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 for-sale
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.
Except that there is clear evidence indicates that the market price on the balance sheet date is abnormal, the net
realizable value of the inventory item is determined based on the market price at the balance sheet date.
The net realizable value of the inventory items at the end of the period is determined based on the market price at the
balance sheet date.
15.4 Inventory system
Inventory system is the perpetual inventory system.
15.5 Amortization of low-value consumables and packaging materials
(1) Low-value consumables adopts the method of primary resale;
(2) Wrappage adopts the method of primary resale.
16. Contractual asset
Nil
17. Contract cost
Nil
18. Assets held for sale
Nil
19. Creditors’ investment
Nil
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20. Other creditors’ investment
Nil
21. Long-term account receivable
Nil
22. Long-term equity investment
22.1 Criteria for judgment of the common control and significant influence
Common control refers to the control that is common to an arrangement in accordance with the relevant
agreement, and the relevant activities of the arrangement must be agreed upon by the participants sharing the
control rights before making a decision. Where the Company and other joint venture parties jointly control the
invested entity and have rights to the net assets of the invested entity, the invested entity is the joint venture of the
Company.
Significant influence refers to the right to participate in making decisions relating to the financial and operational
policies of an enterprise, while not able to control or jointly control (with others) establishment of these policies.
If the Company has significant influence on the invested enterprises, than such invested enterprises shall be the
joint venture of the Company.
22.2 Determination of initial investment cost
(1) Long-term equity investment formed by business combination
Business combination under the same control: If the company pays cash, transfers non-cash assets or assumes debts,
and issues equity securities as the merger consideration, the share of the book value of the acquired owner's equity
of the merged party in the consolidated financial statements of the ultimate controlling party is taken as the initial
investment cost of the long-term equity investment on the merger date. If it is possible to exercise control over the
investee under the same control due to additional investment, etc., the initial investment cost of the long-term equity
investment shall be determined according to the share of the book value of the net assets of the merged party in the
consolidated financial statements of the ultimate controlling party on the merger date. The equity premium is
adjusted based on the difference between the initial investment cost of the long-term equity investment on the
combination date and the book value of the long-term equity investment before the merger plus the book value of
the new payment consideration for stock further obtained on the merger date, if the equity premium is insufficient to
be offset, offset the retained earnings.
Business combination not under the same control: The company take the merger cost determined on the purchase
date as the initial investment cost of the long-term equity investment. If it is possible to control the investee under
the same control due to additional investment, etc., the initial investment cost calculated by the cost method is
calculated according to the sum of the book value of the original equity investment plus the new investment cost.
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(2) Long-term equity investment required by other ways
For long-term equity investments obtained through payment with cash, then the actual payment shall be viewed as
initial investment cost.
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
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 investment obtained through debt restructuring, the entry value is determined by the fair value
of the abandoned creditor's right and the taxes directly attributable to the asset and other cost, and the difference
between the fair value of the abandoned creditor's right and the book value is included in current profit and loss.
22.3 Subsequent measurement and recognition of gains and losses
(1) Long-term equity investment measured by cost
The long-term equity investment for subsidiary shall be measured by cost.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) Long-term equity investment measured by equity
The Company calculates long term equity investment in associates and joint ventures under equity method. 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, and book 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
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is to report in owners’ equity accordingly.
The Company should recognized net profit of invested unit after adjustment according to the accounting policy
and period of the Company, 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. During the period of holding the investment, if the investee prepares the consolidated financial statement,
it shall be accounted for a based on the net profit, other comprehensive income and the amount attributable to the
investee in changes in the other owner's equity in the consolidated financial statements.
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. If the unrealized internal transaction losses with the investee are
assets impairment losses, they will be fully recognized. If a transaction of investing or selling assets occurs
between the company and an associate enterprise or joint venture, and the assets constitute a business, the
accounting treatment shall be handled in accordance with relevant policy policies disclosed in the Notes “5.
Accounting Treatment Methods for Business Combinations Under the Same Control and Not Under the Same
Control” and “6.Methods for Preparing Combined Financial Statements”.
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.
(3) 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. The owner's equity recognized as a result
of changes in the owner's equity other than the net profit or loss, other comprehensive income and profit
distribution of the investee is carried forward to the current profit and loss in proportion, except for other
comprehensive income arising from changes in net liabilities or net assets as the investee re-measures the defined
benefit plans.
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If the joint control or significant influence on the investee is lost due to the disposal of part of the equity
investment, etc., the remaining equity after disposal shall be accounted for according to the recognition and
measurement standard of financial instruments, and the difference between the fair value and the book value of
the day losing the joint control or significant impact is included in the current profit and loss. 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. The owner's equity
recognized as a result of changes in the owner's equity other than the net profit or loss, other comprehensive
income and profit distribution of the investee is carried forward to the current profit and loss when the equity
method is terminated to be used for business accounting.
The Company loses the control over the investee due to the decrease in shareholding ratio caused by the disposal
of part of the equity investment or other investors' capital increase in the subsidiary, if the remaining equity can
implement joint control or significant influence on the investee, it shall be accounted for according to the equity
method when preparing individual financial statements, and the remaining equity shall be adjusted as if it was
accounted for according to the equity method since obtained. If the remaining equity cannot implement joint
control or significant influence on the investee, it shall be accounted for according to relevant provisions of the
recognition and measurement standard of financial instruments, and the difference between the fair value and the
book value on the date of loss of control is included in current profit and loss.
The disposed equity is obtained through business combination for reasons such as additional investment, in the
preparation of individual financial statement, if the remaining equity after disposal is accounted for by using the
cost method or equity method, for the equity investment held before the purchase date, other comprehensive income
and other owner's equity recognized due to being accounted for by using the equity method are carried forward on a
pro-rata basis; if the remaining equity after disposal is changed to be accounted for according to the recognition and
measurement standard of financial instruments, the other comprehensive income and other owners' equity shall be
entirely carried forward.
23. 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 (including the buildings for rent after completion of self-construction or
development activities and the buildings under construction or development for future lease).
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Current investment real estate of the Company are measured by cost. As for the investment real estate-rental
building measured by cost, the depreciation policy is same as the fixed assets of the Company, the land use right
for rental has the same amortization policy as intangible assets.
Category Expected service life Expected net Annual
(year) salvage value amortization
(depreciation) rate
Houses and buildings 10-40 5% 2.37%-9.50%
24. Fixed asset
(1)Recognition
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)Depreciation methods
Category Method Years of depreciation Scrap value rate Yearly depreciation rate
House and buildings
Production buildings Straight-line depreciation 20-35 5 2.71-4.75
Non-production
Straight-line depreciation 20-40 5 2.38-4.75
buildings
Temporary dormitory and
Straight-line depreciation 5-15 5 6.33-19.00
simple room etc.
Gas storage bin Straight-line depreciation 20 5 4.75
Silo Straight-line depreciation 50 5 1.90
Wharf and supporting
Straight-line depreciation 50 5 1.90
facilities
Machinery equipment
Other machinery
Straight-line depreciation 10-20 5 4.75-9.50
equipment
Warehouse transmission
Straight-line depreciation 20 5 4.75
equipment
Electronic equipment Straight-line depreciation 2-5 5 19.00-47.50
Transport equipment Straight-line depreciation 3-10 5 9.50-31.67
Other equipment Straight-line depreciation 3-10 5 9.50-31.67
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Depreciation of fixed assets is classified and accrued by using the straight-line depreciation, and the depreciation
rate is determined according to the type of fixed assets, the expected service life and the estimated net residual
value rate. If each component of the fixed assets has different service lives or provides economic benefits to the
enterprise in different ways, select different depreciation rates or depreciation methods, and the depreciation is
accrued separately.
Fixed assets leased in the form of financial leasing, 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.
(3) Recognition, measurement and depreciation of fixed assets held under finance lease
If any of the following conditions are stipulated in the lease agreement signed by the Company and the lessee, it
shall be recognized as a financial leased assets: (1) ownership of the leased assets shall belong to the Company
upon the expiration of the lease term; (2) the Company has the option to purchase assets for a purchase price much
lower than the fair value of the assets when the option is exercised; (3) the lease period accounts for most of the
service life of the leased assets; (4) there is no significant difference between the present value of the minimum
lease payment on the lease commencement date and the fair value of the assets. On the lease start date, the
company regards the lower of the fair value of the leased asset and the present value of the minimum lease
payment as the book value of the leased asset and regards the minimum lease payment amount as the book value
of the long-term payable, and the difference is regarded as unrecognized financing charges.
25. Construction in progress
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.
26. Borrowing expenses
26.1 Recognition of the borrowing expenses capitalization
Borrowing expenses including the amortization of interest, discount or premium on borrowing, the ancillary
expenses and exchange differences arising from foreign currency borrowings and so on.
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Borrowing expenses that attributed for purchasing or construction of assets that are complying start to be
capitalized and counted as relevant assets 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.
26.2 Period of capitalization
Capitalizing period was from the time star capitalizing until the time of suspended capitalization. The
period for borrowing expenses 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.
26.3 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 for-sale 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.
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26.4 Capitalization rate of the borrowing costs, measurement of the capitalized amount
As for the special loans borrowed for the purchase, construction or production of assets eligible for capitalization,
the borrowing costs are capitalized by deducting the actual borrowing costs incurred in current period of special
borrowing, the interest income earned by borrowing funds that have not ye been used, deposited in the bank or the
investment income obtained from the temporary investment.
For the general borrowings used for the acquisition, construction or production of assets eligible for capitalization,
the amount of borrowing costs that should be capitalized for general borrowings is calculated and determined
according to the weighted average of the asset expenditures of accumulated asset expenditures over the special
borrowings multiplying by the capitalization rate of the occupied general borrowings. The capitalization rate is
determined based on the weighted average interest rate of general borrowings.
27. Biological assets
27.1 Classification of biological assets
Biological assets of the Company refer to the productive biological assets. Productive biological assets included
tea tree.
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.
27.2 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.
27.3 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
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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.
27.4 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, 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.
28. Oil and gas assets
Nil
29. Right-of-use assets
Nil
30. Intangible assets
(1) Measurement, use of life and impairment testing
30.1.1 Measurement
(1) Initial measurement is made at cost when the Company acquires 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 assets. For those purchased amount
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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.
When the exchange of non-monetary assets has commercial substance and the fair value of the assets swapped in
or out can be reliably measured, the fair value is used as the basis for measurement. If the fair value of both the
swap-in assets and swap-out assets can be reliably measured, for the swap-in intangible assets, the fair value of the
swap-in assets and related taxes payable shall be used as the initial investment cost of the swap-in intangible
assets, unless there is solid evidence that the fair value of the swap-in assets is more reliable. If the exchange of
non-monetary assets does not have commercial substance, or the fair value of the swap-in and swap-out assets
cannot be reliably measured, for the intangible assets swapped in, the book value of the swap-out assets and the
relevant payable taxes and dues shall be used as the initial investment cost of swap-in intangible assets.
(2) Subsequent measurement
Analyzing and judging the service life of an intangible asset when they are acquired.
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;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
without amortization.
30.1.2 Estimation of the service life of intangible assets with limited service life
Item Predicted useful life Amortization method Basis
Land use right Amortized the actual rest of life after certificate of land Straight-line method Certificate of land use
use right obtained right
Proprietary technology 20-year Straight-line method Actual situation of the
Company
Trademark use right 10-year Straight-line method Actual situation of the
Company
Software use right 5-8 years Straight-line method Protocol agreement
Forest tree use right Service life arranged Straight-line method Protocol agreement
Shop management right Service life arranged Straight-line method Protocol agreement
30.1.3 Judgment basis on intangible assets with uncertain service life and review procedures for the service
life
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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.
(2)Accounting policy of the internal R&D expenditure
30.2.1 Specific criteria for dividing research and development stages
The expenditure for internal R&D is divided into research expenditure and development expenditure.
Research stage: stage of the investigation and research activities exercising innovative-ness for new science or
technology knowledge obtained and understanding.
Development 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.
Expenditures incurred during the research phase of internal R&D projects shall be recorded into the current profit
and loss when incurred.
30.2.2 Standards for capitalization satisfaction of expenditure in development 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.
31. Impairment of long term assets
The long-term assets as long-term equity investments, investment real estate measured at cost, fixed assets,
construction in progress and intangible assets with certain service life are tested for impairment if there is any
indication that an asset may be impaired at the balance date. If the result of the impairment test indicates that the
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深圳市深粮控股股份有限公司 2019 年年度报告全文
recoverable amount of the asset is less than its carrying amount, a provision for impairment and an impairment
loss are recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash
flows expected to be derived from the asset. Provision for asset impairment is determined and recognized on the
individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the
recoverable amount of a group of assets to which the asset belongs is determined. A group of assets is the smallest
group of assets that is able to generate independent cash inflows.
Goodwill, intangible assets with uncertain service life and intangible assets that have not reached the serviceable
state shall be subject to impairment test at least at the end of each year.
When the Company conducts the goodwill impairment test, the book value of goodwill formed by business
combination is apportioned to the relevant asset group according to reasonable methods from the date of purchase; if
it is difficult to apportion it to the relevant asset group, apportion it to the relevant asset group portfolio. When
apportioning the book value of goodwill, the Company apportions according to the relative benefit that the
relevant asset groups or combination of asset groups can obtain from the synergies of business combination, and
conducts a goodwill impairment test on this basis.
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.
Once recognized, asset impairment loss would not be reversed in future accounting period.
32. 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 expenses of the
Company includes expenditures on improvement of investment real estate, decoration fee and expenditure for
fixed assets improvement etc. Long term prepaid expense is amortized during the beneficial period under straight
line method.
33. Contractual liabilities
Nil
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34. Staff remuneration
(1)Accounting treatment of short term remuneration
Accounting treatment of short term remuneration
In the period of employee services, short-term benefits are actually recognized as liabilities and charged to profit
or loss or relevant assets costs.
Regarding to the social insurance and housing funds that the Company paid for employees, the Company should
recognize corresponding employees benefits payable according to the appropriation basis and proportion as
stipulated by relevant requirements and recognize the corresponding liabilities.
If the employee welfare are non-monetary benefits and can be measured reliably, they shall be measured at fair
value.
(2)Accounting treatment for post office benefits
All of the company's after-service benefit plans are d efined contribution plan
The Company pays basic endowment insurance and unemployment insurance for employees according to the
relevant regulations of the local government. In the accounting period in which employees provide services for the
Company, the amount to be paid is calculated according to the local payment base and proportion, and is
recognized as a liability and included in current profit and loss or related asset cost.The company shall have no
other obligation to pay the aforesaid amount after regular payment in accordance with the standard stipulated by
the state and the annuity plan.
(3)Accounting treatment for dismissal benefit
When the Company cannot unilaterally withdraw the dismissal benefits provided by the termination of the labor
relationship plan or the downsizing proposal, or when confirm the cost or expenses related to the reorganization of
the dismissal benefits (the earlier one), confirm the employee compensation liabilities generated by dismissal
benefits and include in the current profit and loss.
(4)Accounting treatment for 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
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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.
35. Lease liability
Nil
36. Accrual liability
36.1 Recognition standards for accrual liability
When the obligations relating to contingencies such as litigation, debt guarantee, loss contract, reorganization and
etc. Satisfy the following conditions, an accrual liability shall be recognized:
(1)The responsibility is a current responsibility undertaken by the Company;
(2)Fulfilling of the responsibility may lead to financial benefit outflow;
(3)The responsibility can be measured reliably for its value.
36.2 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
37. Share-based payment
Nil
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38. Other financial instrument of preferred stocks and perpetual bond
Nil
39. Revenue
Whether implemented the new revenue standards
□Yes √No
39.1 Revenue from sales of goods
(1)Principal risks and rewards in the ownership of the goods are transferred to the buyer;
(2)The Company retains neither the continuing management rights normally associated with ownership nor
effective control over the merchandise sold;
(3)The sales revenue can be measured reliably;
(4)The related economic benefits are likely to flow into the company;
(5)The relevant costs incurred or to be incurred can be measured in a reliable way.
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.
39.2 Rendering of services
(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:
(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.
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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”.
39.3 The revenue from abalienating of right to use 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.
40. Government Grants
40.1 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.
40.2 Recognition of government grant
At end of the period, if there is evidence show that the Company qualified relevant condition of fiscal supporting
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.
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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.
40.3 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.
41. Deferred income tax assets and deferred income tax liabilities
The deferred income tax assets recognized by deductible temporary differences are within the limit of taxable
income that is probably achieved in the future to deduct the deductible temporary differences. The deductible
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losses and tax credits that can be carried forward in subsequent years are within the limit of the future taxable
income it is probably achieved in the future to deduct the deductible losses and tax credits, and the corresponding
deferred income tax assets are recognized.
For taxable temporary differences, deferred income tax liabilities are recognized except in special circumstances.
The special circumstances of not recognizing deferred income tax assets or deferred income tax liabilities include:
initial recognition of goodwill; other transactions or matters other than business combinations that neither affect
accounting profits nor affect taxable income (or deductible losses) when occur.
When the Group has a legal right to settle on a net basis and intends either to settle on a net basis or to realize the
assets and settle the liabilities simultaneously, current tax assets and current tax liabilities are offset and presented
on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and deferred tax assets
and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis or to
realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax
assets or liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and
presented on a net basis.
42. Lease
(1)Accounting treatment for operating lease
Accounting treatment for operating lease
42.1.1 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.
42.1.2 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.
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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 treatment for financing lease
42.2.1 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. Unrecognized financing expenses shall be reckoned in financial
expenses and amortized and using effective interest method during the leasing period. The initial direct expenses
incurred by the Company are included in the value of the rented assets.
42.2.2 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.
43. Other important accounting policy and estimation
Safety production expenses
The safety production expenses drawn by the Company in accordance with the national regulations are included in
the cost of relevant products or the current profit and loss, and are recorded in the “special reserve” account. When
using the drawn safety production expenses, directly offset the special reserve if it belongs to the expense
expenditure. For fixed assets, the expenses incurred through the collection of “under construction” subjects shall be
recognized as fixed assets when the safety project is completed and ready for use. At the same time, the special
reserve shall be offset according to the cost of forming the fixed assets, and accumulated depreciation of the same
amount shall be recognized. The fixed assets will no longer be depreciated in the future.
44. Changes of important accounting policy and estimation
(1)Changes of major accounting policies
√Applicable □Not applicable
Content & reasons Approval procedure Note
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The Company, prepared the financial
statement of 2019 in accordance with the
Items and amounts of the financial
Notice on Revision and Issuance of
statement of 2018 that are significantly
Consolidated Financial Statement Format th th
Approved by the 6 session of 10 BOD affected found more in the No.44 carry in
(2019 version) (Cai Kuai [2019] No.16
dated 28 Oct. 2019 Note V. Important policy and important
from Ministry of Finance and requirement
estimation of Section XII Financial Report
of Accounting Standards for Business
in the Report.
Enterprises. This accounting policy change
adopts the retroactive adjustment method.
The Company implemented the revised
Accounting Standards for Business
Enterprise No. 22- Recognition and
Measurement of Financial Instruments,
On 1 Jan. 2019, the company compare the
Accounting Standards for Business
results of classification and
Enterprise No. 23- Transfer of Financial
measurement on financial assets and
Assets, Accounting Standards for Business
financial liability that under the new
Enterprise No. 24- Hedge Accounting and
standards and original standards,
Accounting Standards for Business
adjustment on book value and loss
Enterprise No. 37- Presentation of
reserves are shown in the following
Financial Instruments, (hereinafter referred Approved by the 3rd session of 10th BOD
table. Main impact of the
to as New Financial Instrument Standards) dated 25 April 2019
implementation of new financial
since 1 Jan. 2019. No adjustment is made
instrument standards on financial
to information in comparable periods in
statement as of 1 Jan. 2019 found more
accordance with the linkage between the
in the No.44 carry in Note V. Important
relevant old and new standards. The
policy and important estimation of
difference between the new standards and
Section XII Financial Report in the
original standards on the first execution
Report.
date shall be retroactively adjusted for
retained earnings or other comprehensive
earnings at the beginning of this reporting
period.
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The Company implemented the revised
Accounting Standards for Business
Enterprise No.7- Non-monetary Assets
Exchange and Accounting Standards for
Business Enterprise No.12- Debt
Restructuring since 1 Jan. 2019. According
to the convergence provision of new and Implementation of the new standards will
Approved by the 7th session of 10th BOD
old standards, the Company shall adjusted not affect the financial status, operation
dated 30 Dec. 2019
the exchange of non-monetary assets and results and cash flow of the Company.
debt restructuring between 1 Jan. 2019 and
the implementation date of the standards in
accordance with the standards. The
non-monetary assets exchange and debt
restructuring occurred before 1 Jan. 2019,
no need to adjusted retroactively.
Base on the balance of year-end last year after adjustment in line with the Cai Kuai [2019] No.6 and Cai Kuai
[2019] No.16, all financial assets and liabilities are classified and measured according to the provision of the
measurement standards for recognition of financial instrument before and after the revision. The comparison of
measurement results are as follow:
Consolidation
Former financial instrument standard New financial instrument standard
Items Measurement category Book value Items Measurement category Book value
Monetary funds Amortized cost 631,638,339.68 Monetary funds Amortized cost 631,638,339.68
Financial assets Measured by fair value 1,124,927.96 Tradable financial Measured by fair value and 1,124,927.96
measured by fair and with variation assets with variation reckoned into
value and with reckoned into current current gains/losses
variation reckoned gains/losses
into current
gains/losses
Note receivable Amortized cost 1,027,635.04 Note receivable Amortized cost 1,027,635.04
Account receivable Amortized cost 473,646,886.64 Account receivable Amortized cost 473,646,886.64
Other account Amortized cost 33,803,428.45 Other account Amortized cost 33,803,428.45
receivable receivable
Available-for-sale Measured at cost 57,500.00 Other non-current Financial assets measured by 57,500.00
financial assets financial assets fair value and with variation
reckoned into current
gains/losses
Short-term Amortized cost 91,600,000.00 Short-term Amortized cost 91,600,000.00
borrowing borrowing
Account payable Amortized cost 472,738,283.80 Account payable Amortized cost 472,738,283.80
Other account Amortized cost 280,689,548.29 Other account Amortized cost 280,689,548.29
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payable payable
Long-term Amortized cost 516,687,791.66 Long-term Amortized cost 516,687,791.66
borrowing borrowing
Long-term account Amortized cost 15,690,202.08 Long-term account Amortized cost 15,690,202.08
payable payable
Parent company
Former financial instrument standard New financial instrument standard
Items Measurement Book value Items Measurement Book value
category category
Monetary Amortized 168,900,586.84 Amortized 168,900,586.84
funds cost Monetary cost
funds
Financial Measured by 1,124,927.96 Tradable Measured by 1,124,927.96
assets fair value and financial fair value
measured with assets and with
by fair variation variation
value and reckoned into reckoned
with current into current
variation gains/losses gains/losses
reckoned
into current
gains/losses
Account Amortized 42,441,119.07 Account Amortized 42,441,119.07
receivable cost receivable cost
Other Amortized 159,677,969.59 Other Amortized 159,677,969.59
account cost account cost
receivable receivable
Account Amortized 73,705,646.54 Account Amortized 73,705,646.54
payable cost payable cost
Other Amortized 232,109,084.76 Other Amortized 232,109,084.76
account cost account cost
payable payable
(2) Changes of important accounting estimate
□ Applicable √Not applicable
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深圳市深粮控股股份有限公司 2019 年年度报告全文
(3)Adjustment on the relevant items of financial statement at beginning of the year when implemented the
new financial instrument standards, new revenue standards and new leasing standards since 2019
√ Applicable □Not applicable
Consolidate balance sheet
In RMB
Item 2018-12-31 2019-01-01 Adjustments
Current assets:
Monetary funds 631,638,339.68 631,638,339.68
Settlement provisions
Capital lent
Tradable financial assets 1,124,927.96 1,124,927.96
Financial assets
measured by fair value and
1,124,927.96 -1,124,927.96
with variation reckoned into
current gains/losses
Derivative financial
assets
Note receivable 1,027,635.04 1,027,635.04
Account receivable 473,646,886.64 473,646,886.64
Account receivable
financing
Accounts paid in
83,696,870.07 83,696,870.07
advance
Insurance receivable
Reinsurance receivables
Contract reserve of
reinsurance receivable
Other account
33,803,428.45 33,803,428.45
receivable
Including: Interest
561,500.00 561,500.00
receivable
Dividend
receivable
Buying back the sale of
financial assets
Inventories 2,811,802,600.19 2,811,802,600.19
Contractual asset
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Assets held for sale
Non-current asset due
within one year
Other current assets 254,493,764.04 254,493,764.04
Total current assets 4,291,234,452.07 4,291,234,452.07
Non-current assets:
Loans and payments on
behalf
Creditors’ investment
Available-for-sale
57,500.00 -57,500.00
financial assets
Other creditors’
investment
Held-to-maturity
investment
Long-term account
receivable
Long-term equity
70,999,666.81 70,999,666.81
investment
Other equity instrument
investment
Other non-current
57,500.00 57,500.00
financial assets
Investment real estate 282,622,184.92 282,622,184.92
Fixed assets 993,136,743.51 993,136,743.51
Construction in progress 186,586,135.06 186,586,135.06
Productive biological
407,078.92 407,078.92
asset
Oil and gas asset
Right-of-use asset
Intangible assets 569,997,392.08 569,997,392.08
Expense on Research
and Development
Goodwill
Long-term expenses to
21,799,899.80 21,799,899.80
be apportioned
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Deferred income tax
50,174,590.98 50,174,590.98
assets
Other non-current assets 1,936,149.72 1,936,149.72
Total non-current assets 2,177,717,341.80 2,177,717,341.80
Total assets 6,468,951,793.87 6,468,951,793.87
Current liabilities:
Short-term borrowing 91,600,000.00 91,600,000.00
Loan from central bank
Capital borrowed
Tradable financial
liability
Financial liability
measured by fair value and
with variation reckoned into
current gains/losses
Derivative financial
liability
Note payable
Account payable 472,738,283.80 472,738,283.80
Accounts received in
205,428,594.16 205,428,594.16
advance
Contractual liabilities
Selling financial asset of
repurchase
Absorbing deposit and
interbank deposit
Security trading of
agency
Security sales of agency
Wage payable 135,709,423.52 135,709,423.52
Taxes payable 24,969,718.58 24,969,718.58
Other account payable 280,689,548.29 280,689,548.29
Including: Interest
payable
Dividend
2,909,182.74 2,909,182.74
payable
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Commission charge and
commission payable
Reinsurance payable
Liability held for sale
Non-current liabilities
55,090,793.79 55,090,793.79
due within one year
Other current liabilities 219,151,968.63 219,151,968.63
Total current liabilities 1,485,378,330.77 1,485,378,330.77
Non-current liabilities:
Insurance contract
reserve
Long-term borrowing 516,687,791.66 516,687,791.66
Bonds payable
Including: preferred
stock
Perpetual
capital securities
Lease liability
Long-term account
15,690,202.08 15,690,202.08
payable
Long-term wage
payable
Accrual liabilities
Deferred income 100,608,203.01 100,608,203.01
Deferred income tax
12,988,434.77 12,988,434.77
liabilities
Other non-current
liabilities
Total non-current liabilities 645,974,631.52 645,974,631.52
Total liabilities 2,131,352,962.29 2,131,352,962.29
Owners’ equity:
Share capital 1,152,535,254.00 1,152,535,254.00
Other equity instrument
Including: preferred
stock
Perpetual
capital securities
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Capital public reserve 1,422,892,729.36 1,422,892,729.36
Less: Inventory shares
Other comprehensive
income
Reasonable reserve 154.21 154.21
Surplus public reserve 327,140,910.28 327,140,910.28
Provision of general risk
Retained profit 1,269,933,487.26 1,269,933,487.26
Total owner’s equity
attributable to parent 4,172,502,535.11 4,172,502,535.11
company
Minority interests 165,096,296.47 165,096,296.47
Total owner’s equity 4,337,598,831.58 4,337,598,831.58
Total liabilities and owner’s
6,468,951,793.87 6,468,951,793.87
equity
Explanation on adjustment
Nil
Balance sheet of parent company
In RMB
Item 2018-12-31 2019-01-01 Adjustments
Current assets:
Monetary funds 168,900,586.84 168,900,586.84
Tradable financial assets 1,124,927.96 1,124,927.96
Financial assets
measured by fair value and
1,124,927.96 -1,124,927.96
with variation reckoned into
current gains/losses
Derivative financial
assets
Note receivable
Account receivable 42,441,119.07 42,441,119.07
Account receivable
financing
Accounts paid in
advance
Other account
159,677,969.59 159,677,969.59
receivable
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Including: Interest
receivable
Dividend
receivable
Inventories 8,806,338.26
Contractual asset
Assets held for sale
Non-current asset due
within one year
Other current assets 50,068,745.74 50,068,745.74
Total current assets 431,019,687.46 431,019,687.46
Non-current assets:
Creditors’ investment
Available-for-sale
financial assets
Other creditors’
investment
Held-to-maturity
investment
Long-term account
receivable
Long-term equity
4,212,554,063.36 4,212,554,063.36
investment
Other equity instrument
investment
Other non-current
financial assets
Investment real estate 17,929,684.70 17,929,684.70
Fixed assets 31,417,912.54 31,417,912.54
Construction in progress
Productive biological
407,078.92 407,078.92
asset
Oil and gas asset
Right-of-use asset
Intangible assets 6,663,692.30 6,663,692.30
Expense on Research
and Development
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Goodwill
Long-term expenses to
409,621.50 409,621.50
be apportioned
Deferred income tax
5,630,538.80 5,630,538.80
assets
Other non-current assets
Total non-current assets 4,275,012,592.12 4,275,012,592.12
Total assets 4,706,032,279.58 4,706,032,279.58
Current liabilities:
Short-term borrowing
Tradable financial
liability
Financial liability
measured by fair value and
with variation reckoned into
current gains/losses
Derivative financial
liability
Note payable
Account payable 73,705,646.54 73,705,646.54
Accounts received in
124,945.74 124,945.74
advance
Contractual liabilities
Wage payable 6,448,561.16 6,448,561.16
Taxes payable 2,702,655.24 2,702,655.24
Other account payable 232,109,084.76 232,109,084.76
Including: Interest
payable
Dividend
payable
Liability held for sale
Non-current liabilities
due within one year
Other current liabilities
Total current liabilities 315,090,893.44 315,090,893.44
Non-current liabilities:
Long-term borrowing
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Bonds payable
Including: preferred
stock
Perpetual
capital securities
Lease liability
Long-term account
payable
Long-term wage
payable
Accrual liabilities
Deferred income 46,129.96 46,129.96
Deferred income tax
10,965.46 10,965.46
liabilities
Other non-current
liabilities
Total non-current liabilities 57,095.42 57,095.42
Total liabilities 315,147,988.86 315,147,988.86
Owners’ equity:
Share capital 1,152,535,254.00 1,152,535,254.00
Other equity instrument
Including: preferred
stock
Perpetual
capital securities
Capital public reserve 3,018,106,568.27 3,018,106,568.27
Less: Inventory shares
Other comprehensive
income
Reasonable reserve
Surplus public reserve 54,736,482.14 54,736,482.14
Retained profit 165,505,986.31 165,505,986.31
Total owner’s equity 4,390,884,290.72 4,390,884,290.72
Total liabilities and owner’s
4,706,032,279.58 4,706,032,279.58
equity
Explanation on adjustment
Nil
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深圳市深粮控股股份有限公司 2019 年年度报告全文
(4) Retrospective adjustment of early comparison data description when implemented the new financial
instrument standards and new leasing standards since 2019
□ Applicable √Not applicable
45. Other
Nil
VI. Taxes
1. Type of tax and rate for main applicable tax
Taxes Basis Rate
The output tax is calculated on the basis of
the sales of goods and the taxable service
income calculated according to the tax law.
VAT After deducting the input tax amount that 16%, 13%, 10%, 9%, 6%, 5%, 3%
is allowed to be deducted in the current
period, the difference part is the
value-added tax payable.
Calculated according to the actual
Urban maintenance and construction tax 7%, 5%
value-added tax and consumption tax
Enterprise income tax Calculated according to taxable income 25%, 15%, 0%
Calculated according to the actual
Educational surtax 3%
value-added tax and consumption tax
Calculated according to the actual
Local education surcharge 2%
value-added tax and consumption tax
Price-based resource tax, 1.2 percent of the
remaining value after deducting 20% of the
Property tax 1.2%, 12%
original value of the property; 12 percent
of the rental income if levy by rents.
Rate of income tax for different taxpaying body:
Taxpaying body Rate of income tax
Shenzhen Cereals Holdings Co., Ltd. 25%
Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as
25%, Some businesses are tax-free
"SZCG")
Shenzhen Hualian Grain & Oil Trade Co., ltd. (hereinafter
25%
referred to as "Hualian Cereals and Oil")
Shenzhen Flour Co., Ltd. (hereinafter referred to as "Shenzhen
Tax-free
Flour")
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenliang Quality Inspection Co., Ltd. (hereinafter referred to as
25%
"Shenliang Quality Inspection ")
Hainan Haitian Aquatic Feed Co., Ltd. (hereinafter referred to as
25%
"Hainan Haitian")
Shenliang Doximi Business Co., Ltd. (hereinafter referred to as
25%
"Doximi")
Shenzhen Shenliang Big Kitchen Food Supply Chain Co.,
15%
Ltd(hereinafter referred to as "Big Kitchen ")
Shenzhen Shenliang Storage (Yingkou) Co., Ltd. (hereinafter
25%
referred to as "Yingkou Storage")
Shenzhen Shenliang Cold Chain Logistics Co., Ltd. (hereinafter
15%
referred to as "Cold Chain Logistics")
Shenzhen Shenliang Real Estate Development Co., Ltd
25%
(hereinafter referred to as "Shenliang Real Estate ")
Shenzhen Shenliang Property Management Co., Ltd. (hereinafter
25%
referred to as "Shenliang Property")
Dongguan Shenliang Logistics Co., Ltd. (hereinafter referred to
25%
as "Dongguan Logistics")
Dongguan International Food Industrial Park Development Co.,
25%
Ltd. (hereinafter referred to as "International Food")
Dongguan Shenliang Oil & Food Trade Co., Ltd. (hereinafter
25%
referred to as "Dongguan Oil & Food")
Dongguan Golden Biology Tech. Co., Ltd. (hereinafter referred
25%
to as Dongguan Golden)
Shuangyashan Shenliang Zhongxin Cereals Base Co., Ltd.
25%
(hereinafter referred to as "Shuangyashan")
Heilongjiang Hongxinglong Nongken Shenxin Cereals Industrial
25%
Park Co., ltd. (hereinafter referred to as " Hongxinglong")
Shenzhen Shenbao Huacheng Science and Technology Co.,Ltd
15%
(hereinafter referred to as "Shenbao Huacheng")
Shantou Branch of Shenzhen Shenbao Huacheng Science and
Technology Co.,Ltd (hereinafter referred to as "Shantou 25%
Branch")
Wuyuan Ju Fang Yong Tea Industry Co., Ltd.(hereinafter referred
15%
to as "Wuyuan Ju Fang Yong")
Shenzhen Shenshenbao Investment Co., Ltd. (hereinafter referred
25%
to as "Shenbao Investment")
Shenzhen Shenshenbao Tea Culture Commercial Management
25%
Co., Ltd. (hereinafter referred to as "Shenbao Tea Culture")
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Hangzhou Ju Fang Yong Holding Co., Ltd (hereinafter referred
25%
to as "Ju Fang Yong Holding ")
Hangzhou Ju Fang Yong Trading Co., Ltd. (hereinafter referred
25%
to as "Ju Fang Yong Trading ")
Hangzhou Chunshi Network Technology Co., Ltd. (hereinafter
25%
referred to as "Chunshi Network")
Hangzhou Fuhaitang Catering Management Chain Co., Ltd.
25%
(hereinafter referred to as "Fuhaitang Catering")
Shenzhen Shenbao Tea-Shop Co., Ltd (hereinafter referred to as
25%
"Shenbao Tea-Shop")
Hangzhou Fuhaitang Tea Ecological Technology Co., Ltd.
25%
(hereinafter referred to as "Fuhaitang Ecological")
Mount Wuyi Shenbao Rock Tea Co., Ltd. (hereinafter referred to
25%
as "Shenbao Rock Tea")
Yunnan Shenbao Pu’er Tea Supply Chain Management Co., Ltd.
25%
(hereinafter referred to as "Pu’er Tea Supply Chain")
Shenzhen Shenbao Sanjing Food Beverage Development Co.,
25%
Ltd. (hereinafter referred to as "Shenbao Sanjing")
Yunnan Pu’er Tea Trading Center Co., Ltd. (hereinafter referred
25%
to as "Pu’er Tea Trading Center")
Dongguan Golden Biology Tech. Co., Ltd. (hereinafter referred
25%
to as Dongguan Golden)
Huizhou Shenbao Technology Co., Ltd. (hereinafter referred to
25%
as "Huizhou Shenbao")
Shenzhen Shenbao Property Management Co., Ltd. (hereinafter
25%
referred to as "Shenbao Property")
Shenzhen Shenbao Technology Center Co., Ltd. (hereinafter
25%
referred to as "Shenbao Technology")
Shenzhen Shenbao Industrial & Trading Co., Ltd(hereinafter
25%
referred to as "Shenbao Industry and Trade")
2. Tax preferential
(1) VAT discounts and approval
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
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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 [2019] No. 77)”, and
documents of Guangdong Province Department of Finance, Guangdong Provincial Taxation Bureau of the State
Administration of Taxation and Guangdong Provincial Food and Material Reserve Bureau (Yue Cai Shui
[2020]No.2, 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, 2021.
(3) Enterprise income tax
2.3.1 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 Committee, 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.
2.3.2 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
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深圳市深粮控股股份有限公司 2019 年年度报告全文
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.
2.3.3 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.
2.3.4 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.
2.3.5 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, Shenliang Cold-Chain Logistic and Shenliang 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
Nil
VII. Annotation to main items of consolidated financial statements
1. Monetary funds
In RMB
Item Ending balance Opening balance
Cash on hand 191,650.33 282,322.45
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Cash in bank 154,658,586.69 631,190,032.12
Other monetary fund 104,520.83 165,985.11
Total 154,954,757.85 631,638,339.68
Other explanation
The Company did not has account pledge, freeze or has potential risks in collection ended as 31 December 2019.
2. Tradable financial assets
In RMB
Item Ending balance Opening balance
Financial assets measured by fair value and
with variation reckoned into current 1,166,209.72 1,124,927.96
gains/losses
Including:
Equity investment instrument 1,166,209.72 1,124,927.96
Including:
Total 1,166,209.72 1,124,927.96
Other explanation:
Ending balance refers to the 258,011 shares of A-stock under the name of “Zhonghua-A”
3. Derivative financial assets
In RMB
Item Ending balance Opening balance
Other explanation:
4. Note receivable
(1) Category
In RMB
Item Ending balance Opening balance
Bank acceptance bill 1,909,720.38 1,027,635.04
Total 1,909,720.38 1,027,635.04
In RMB
Ending balance Opening balance
Category
Book balance Bad debt provision Book Book balance Bad debt provision Book
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Accrual value Accrual value
Amount Ratio Amount Amount Ratio Amount
ratio ratio
Including:
Including:
Bad debt provision accrual on single basis:
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio Accrual causes
Bad debt provision accrual on portfolio:
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio
Explanation on portfolio determines:
If the provision for bad debts of note receivable is made in accordance with the general model of expected credit losses, please refer to
the disclosure of other account receivables to disclose related information about bad-debt provisions:
□ Applicable √Not applicable
(2) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
In RMB
Amount changed in the period
Category Opening balance Collected or Ending balance
Accrual Written-off Other
reversal
Including major amount bad debt provision that collected or reversal in the period:
□ Applicable √Not applicable
(3) Note receivable that pledged at period-end
In RMB
Item Amount pledged at period-end
(4) Notes endorsement or discount and undue on balance sheet date
In RMB
Item Amount derecognition at period-end Amount not derecognition at period-end
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(5) Notes transfer to account receivable due for failure implementation by drawer at period-end
In RMB
Item Amount transfer to account receivable at period-end
Other explanation
(6) Note receivable actually written-off in the period
In RMB
Item Amount written-off
Including important note receivable that written-off:
In RMB
Procedure of Resulted by related
Enterprise Nature Amount written-off Written-off causes
written-off transaction (Y/N)
Explanation on note receivable written-off
5. Account receivable
(1) Category
In RMB
Ending balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Category Book
Accrual Accrual Book value
Amount Ratio Amount value Amount Ratio Amount
ratio ratio
Account receivable
with bad debt 103,361, 99,663,7 3,697,561 100,920,8 99,166,94 1,753,930.4
23.40% 96.42% 17.40% 98.26%
provision accrual on 342.42 80.43 .99 79.06 8.60 6
a single basis
Including:
Account receivable
with single
significant amount 10,455,6 10,455,6 10,455,62 10,455,62
2.37% 100.00% 1.80% 100.00%
and withdrawal bad 27.54 27.54 7.54 7.54
debt provision on
single basis
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Account receivable
with single minor
amount but with bad 92,905,7 89,208,1 3,697,561 90,465,25 88,711,32 1,753,930.4
21.04% 96.02% 15.60% 98.06%
debts provision 14.88 52.89 .99 1.52 1.06 6
accrued on a single
basis
Account receivable
with bad debt 338,299, 3,309,72 334,990,2 479,058,9 7,165,979 471,892,95
76.59% 0.98% 82.60% 1.50%
provision accrual on 930.10 5.41 04.69 35.68 .50 6.18
portfolio
Including:
Specific object 183,644, 183,644,3 37,904,55 37,904,559.
41.58% 6.54%
combinations 354.88 54.88 9.66 66
Accounts receivable
with provision for 154,655, 3,309,72 151,345,8 441,154,3 7,165,979 433,988,39
35.02% 2.14% 76.06% 1.62%
bad debts by aging 575.22 5.41 49.81 76.02 .50 6.52
analysis
441,661, 102,973, 338,687,7 579,979,8 106,332,9 473,646,88
Total 100.00% 23.32% 100.00% 18.33%
272.52 505.84 66.68 14.74 28.10 6.64
Bad debt provision accrual on single basis: 99,663,780.43 Yuan
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio Accrual causes
Account receivable with
single significant amount
and withdrawal bad debt
provision on single basis
Guangzhou Jinhe Feed Slightly possibly taken
10,455,627.54 10,455,627.54 100.00%
Co., Ltd back
Account receivable with
single minor amount but
with bad debts provision
accrued on a single basis
at period-end
Shenzhen Faqun Industry Slightly possibly taken
4,582,156.00 4,582,156.00 100.00%
Co., Ltd. back
Li Shaoyu owes for Slightly possibly taken
2,929,128.53 2,929,128.53 100.00%
goods back
Zhuhai Doumen Huabi Slightly possibly taken
2,396,327.14 2,396,327.14 100.00%
Feed Co., Ltd. back
194
深圳市深粮控股股份有限公司 2019 年年度报告全文
Chongqing Zhongxing Slightly possibly taken
2,354,783.30 2,354,783.30 100.00%
Food Industry Co., Ltd. back
Slightly possibly taken
Hengyang Feed factory 1,907,679.95 1,907,679.95 100.00%
back
Beijing Zhongwang Food Slightly possibly taken
1,873,886.58 1,873,886.58 100.00%
Co., Ltd. back
Slightly possibly taken
Other single provision 76,861,753.38 73,164,191.39 95.19%
back
Total 103,361,342.42 99,663,780.43 -- --
Bad debt provision accrual on single basis:
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio Accrual causes
Bad debt provision accrual on portfolio: 3,309,725.41Yuan
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio
Specific object combinations 183,644,354.88 0.00 0.00%
Accounts receivable with
provision for bad debts by aging
analysis
Within one year (including
148,667,936.00 1,486,635.30 1.00%
1-year)
1-2 years (including 2-year) 3,017,685.20 301,768.53 10.00%
2-3 years (including 3-year) 1,003,279.60 300,983.87 30.00%
3-4 years (including 4-year) 119,702.53 59,851.27 50.00%
4-5 years (including 5-year) 1,056,970.31 528,485.17 50.00%
Over 5 years 790,001.58 632,001.27 80.00%
Total 338,299,930.10 3,309,725.41 --
Explanation on portfolio determines:
Among them, the portfolio of specific objects mainly includes receivables from the government, reserve funds etc., no bad debt
provision accrual.
Item Ending balance
Receivables from the government 183,468,687.97
Other 175,666.91
Total 183,644,354.88
Bad debt provision accrual on portfolio:
195
深圳市深粮控股股份有限公司 2019 年年度报告全文
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio
Explanation on portfolio determines:
If the provision for bad debts of account receivable is made in accordance with the general model of expected credit losses, please refer
to the disclosure of other account receivables to disclose related information about bad-debt provisions:
□ Applicable √Not applicable
By account age
In RMB
Account age Ending balance
Within one year (including 1-year) 335,504,294.84
1-2 years 3,017,685.20
2-3 years 1,003,279.60
Over 3 years 102,136,012.88
3-4 years 5,080,613.43
4-5 years 1,056,970.31
Over 5 years 95,998,429.14
Total 441,661,272.52
(2) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
In RMB
Amount changed in the period
Category Opening balance Collected or Ending balance
Accrual Written-off Other
reversal
Accrued by
7,165,979.50 -3,856,254.09 3,309,725.41
combination
Accrued by single
99,166,948.60 1,519,331.83 1,022,500.00 99,663,780.43
item
Total 106,332,928.10 -2,336,922.26 1,022,500.00 102,973,505.84
Including major amount bad debt provision that collected or reversal in the period:
In RMB
Enterprise Amount collected or reversal Collection way
(3) Account receivable actually written-off in the period
In RMB
196
深圳市深粮控股股份有限公司 2019 年年度报告全文
Item Amount written-off
Including major account receivable written-off:
In RMB
Procedure of Resulted by related
Enterprise Nature Amount written-off Written-off causes
written-off transaction (Y/N)
Explanation on account receivable written-off:
(4) Top 5 account receivables at ending balance by arrears party
In RMB
Ending balance of accounts Proportion in total receivables at Bad debt preparation ending
Enterprise
receivable ending balance (%) balance
First 183,468,687.97 41.54%
Second 12,603,084.40 2.85% 126,030.84
Third 10,455,627.54 2.37% 10,455,627.54
Fourth 8,499,584.61 1.92% 84,995.85
Fifth 6,277,099.91 1.42% 62,771.00
Total 221,304,084.43 50.10%
(5) Account receivable derecognition due to financial assets transfer
(6) Assets and liabilities resulted by account receivable transfer and continues involvement
Other explanation:
6. Account receivable financing
In RMB
Item Ending balance Opening balance
Changes of account receivable financing and change of fair value in the period
□ Applicable √Not applicable
If the impairment provision of account receivable financing is made in accordance with the general model of expected credit losses,
please refer to the disclosure of other account receivables to disclose related information about impairment provision:
□ Applicable √Not applicable
Other explanation:
197
深圳市深粮控股股份有限公司 2019 年年度报告全文
7. Accounts paid in advance
(1) By account age
In RMB
Ending balance Opening balance
Account age
Amount Ratio Amount Ratio
Within one year 8,782,989.64 95.44% 83,282,051.24 99.51%
1-2 years 200,837.84 2.18% 70,556.78 0.08%
2-3 years 59,439.42 0.65% 7,670.34 0.01%
Over 3 years 159,663.81 1.73% 336,591.71 0.40%
Total 9,202,930.71 -- 83,696,870.07 --
Explanation on reasons of failure to settle on important account paid in advance with age over one year:
Nil
(2) Top 5 account paid in advance at ending balance by prepayment object
Proportion in of total prepayment
Prepaid objects Ending balance
balance at the end of period (%)
First 2,880,587.99 31.30
Second 1,245,331.18 13.53
Three 1,239,774.81 13.47
Fourth 477,247.77 5.19
Fifth 394,512.47 4.29
Total 6,237,454.22 67.78
Other explanation:
Nil
8. Other account receivable
In RMB
Item Ending balance Opening balance
Interest receivable 561,500.00
Other account receivable 25,758,695.07 33,241,928.45
Total 25,758,695.07 33,803,428.45
198
深圳市深粮控股股份有限公司 2019 年年度报告全文
(1) Interest receivable
1) Category
In RMB
Item Ending balance Opening balance
Time deposit interest 561,500.00
Total 561,500.00
2) Significant overdue interest
In RMB
Whether impairment
Borrower Ending balance Overdue time Overdue causes occurs and its judgment
basis
Other explanation:
3) Accrual of bad debt provision
□ Applicable √Not applicable
(2) Dividend receivable
1) Category
In RMB
Item (or invested enterprise) Ending balance Opening balance
2) Important dividend receivable with account age over one year
In RMB
Whether impairment
Item (or invested Reasons for not
Ending balance Account age occurs and its judgment
enterprise) collection
basis
3) Accrual of bad debt provision
□ Applicable √Not applicable
Other explanation:
199
深圳市深粮控股股份有限公司 2019 年年度报告全文
(3) Other account receivable
1) By nature
In RMB
Nature Ending book balance Opening book balance
Margin and deposit 13,760,145.15 11,160,677.29
Export tax rebate 312,364.06
Other intercourse funds 109,796,076.74 119,759,129.21
Total 123,556,221.89 131,232,170.56
2) Accrual of bad debt provision
In RMB
Phase I Phase II Phase III
Expected credit Expected credit losses for Expected credit losses for
Bad debt provision Total
losses over next 12 the entire duration (without the entire duration (with
months credit impairment occurred) credit impairment occurred)
Balance on Jan. 1, 2019 7,391,712.89 90,598,529.22 97,990,242.11
Balance of Jan. 1, 2019
—— —— —— ——
in the period
-- transfer in phase II
-- transfer in phase III -289,631.69 289,631.69
Current accrual -4,050,421.82 3,913,087.71 -137,334.11
Current written off -55,259.09 -55,259.09
Other change -122.09 -122.09
Balance on Dec. 31, 2019 2,996,278.20 94,801,248.62 97,797,526.82
Change of book balance of loss provision with amount has major changes in the period
□ Applicable √Not applicable
By account age
In RMB
Account age Ending balance
Within one year (including 1-year) 16,556,584.38
1-2 years 2,851,904.20
2-3 years 4,495,399.87
Over 3 years 99,652,333.44
3-4 years 5,187,087.83
200
深圳市深粮控股股份有限公司 2019 年年度报告全文
4-5 years 1,055,134.92
Over 5 years 93,410,110.69
Total 123,556,221.89
3) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
In RMB
Amount changed in the period
Opening
Category Collected or Ending balance
balance Accrual Written off Other
reversal
Combined accrual 7,391,712.89 -4,340,053.51 -55,259.09 -122.09 2,996,278.20
Single accrual 90,598,529.22 4,202,719.40 94,801,248.62
Total 97,990,242.11 -137,334.11 -55,259.09 -122.09 97,797,526.82
Including major amount with bad debt provision reverse or collected in the period:
In RMB
Enterprise Amount reversal or collected Collection way
4) Other account receivable actually written-off in the period
In RMB
Item Amount written-off
Other account receivable actually written-off 53,640.19
Including important other account receivable written-off:
In RMB
Procedure of Resulted by related
Enterprise Nature Amount written-off Written-off causes
written-off transaction (Y/N)
Explanation on other account receivable written-off:
5) Top 5 other receivables at ending balance by arrears party
In RMB
Ratio in total ending
Ending balance of
Enterprise Nature Ending balance Account age balance of other
bad debt reserve
account receivables
First Within one year to
Intercourse funds 24,350,611.65 19.71% 21,803,513.37
over 5 years
Second Intercourse funds 8,326,202.63 Over 5 years 6.74% 8,326,202.63
201
深圳市深粮控股股份有限公司 2019 年年度报告全文
Three Intercourse funds 8,285,803.57 Over 5 years 6.71% 8,285,803.57
Fourth Intercourse funds 5,677,473.59 Over 5 years 4.60% 5,677,473.59
Fifth Intercourse funds 5,602,468.81 Over 5 years 4.53% 5,602,468.81
Total -- 52,242,560.25 -- 42.29% 49,695,461.97
6) Other account receivables related to government grants
In RMB
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:
9. Inventories
Whether implemented the new revenue standards
□Yes √No
(1) Category
In RMB
Ending balance Opening balance
Item Falling price Falling price
Book balance Book value Book balance Book value
reserves reserves
Raw materials 56,703,874.41 19,314,135.53 37,389,738.88 63,928,125.50 19,906,198.09 44,021,927.41
Goods in process 20,109,513.82 282,586.46 19,826,927.36 23,840,568.24 68,371.10 23,772,197.14
Finished goods 3,095,488,288.29 101,687,483.68 2,993,800,804.61 2,827,653,415.87 101,081,767.83 2,726,571,648.04
Revolving
9,029,409.09 952,393.40 8,077,015.69 10,843,165.99 941,939.14 9,901,226.85
material
Goods in transit 5,475,435.17 5,475,435.17 7,410,407.72 7,410,407.72
Work in
process-outsource 5,421,792.75 5,290,502.32 131,290.43 5,415,695.35 5,290,502.32 125,193.03
d
Total 3,192,228,313.53 127,527,101.39 3,064,701,212.14 2,939,091,378.67 127,288,778.48 2,811,802,600.19
202
深圳市深粮控股股份有限公司 2019 年年度报告全文
(2) Falling price reserves of inventories
In RMB
Current amount increased Current amount decreased
Item Opening balance Reversal or Ending balance
Accrual Other Other
write-off
Raw materials 19,906,198.09 248,900.65 840,963.21 19,314,135.53
Goods in process 68,371.10 214,215.36 282,586.46
Finished goods 101,081,767.83 157,798,003.60 157,192,287.75 101,687,483.68
Revolving
941,939.14 11,870.76 1,416.50 952,393.40
material
Work in
process-outsource 5,290,502.32 5,290,502.32
d
Total 127,288,778.48 158,272,990.37 158,034,667.46 127,527,101.39
(3) Explanation on inventories with capitalization of borrowing costs included at ending balance
(4) Assets unsettled formed by construction contract which has completed at period-end
In RMB
Item Amount
Other explanation:
10. Contract assets
In RMB
Ending balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Amount and reasons for the major changes of book value of contract assets in the period:
In RMB
Item Amount changed Cause of change
If the bad debt provision of accrual contract is made in accordance with the general model of expected credit losses, please refer to the
disclosure of other account receivables to disclose related information about bad debt provision:
□ Applicable √Not applicable
Impairment provision of contract assets in the period
In RMB
Item Current accrual Current reversal Charge off/Written-off Causes
203
深圳市深粮控股股份有限公司 2019 年年度报告全文
Other explanation:
11. Assets held for sale
In RMB
Ending book Impairment Ending book Estimated Estimated
Item Fair value
balance provision value disposal cost disposal time
Other explanation:
12. Non-current asset due within one year
In RMB
Item Ending balance Opening balance
Important creditors’ investment/ other creditors’ investment
In RMB
Ending balance Opening balance
Item Maturity Maturity
Face value Coupon rate Actual rate Face value Coupon rate Actual rate
date date
Other explanation:
13. Other current assets
Whether implemented the new revenue standards
□Yes √No
In RMB
Item Ending balance Opening balance
Input tax to be deducted 83,157,841.68 88,918,809.39
Prepaid income tax 15,985.35 394,677.16
Financial products held to maturity within
385,000,000.00 160,000,000.00
one year
Other 553.37 5,180,277.49
Total 468,174,380.40 254,493,764.04
Other explanation:
14. Creditors’ investment
In RMB
Item Ending balance Opening balance
204
深圳市深粮控股股份有限公司 2019 年年度报告全文
Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Important creditors’ investment
In RMB
Ending balance Opening balance
Item Maturity Maturity
Face value Coupon rate Actual rate Face value Coupon rate Actual rate
date date
Accrual of impairment provision
In RMB
Phase I Phase II Phase III
Expected credit Expected credit losses for Expected credit losses for
Bad debt provision Total
losses over next 12 the entire duration (without the entire duration (with
months credit impairment occurred) credit impairment occurred)
Balance of Jan. 1, 2019
—— —— —— ——
in the period
Change of book balance of loss provision with amount has major changes in the period
□ Applicable √Not applicable
Other explanation:
15. Other creditors’ investment
In RMB
Loss
impairment
Change of Accumulated accumulated
Opening Accrual Ending
Item fair value in Cost change of recognized in Note
balance interest balance
the period fair value other
comprehensi
ve income
Important other creditors’ investment
In RMB
Ending balance Opening balance
Other creditor item Maturity Maturity
Face value Coupon rate Actual rate Face value Coupon rate Actual rate
date date
Accrual of impairment provision
In RMB
Bad debt provision Phase I Phase II Phase III Total
205
深圳市深粮控股股份有限公司 2019 年年度报告全文
Expected credit Expected credit losses for Expected credit losses for
losses over next 12 the entire duration (without the entire duration (with
months credit impairment occurred) credit impairment occurred)
Balance of Jan. 1, 2019
—— —— —— ——
in the period
Change of book balance of loss provision with amount has major changes in the period
□ Applicable √Not applicable
Other explanation:
16. Long-term account receivable
(1) Long-term account receivable
In RMB
Ending balance Opening balance
Discount rate
Item Bad debt Bad debt
Book balance Book value Book balance Book value interval
provision provision
Impairment of bad debt provision
In RMB
Phase I Phase II Phase III
Expected credit Expected credit losses for Expected credit losses for
Bad debt provision Total
losses over next 12 the entire duration (without the entire duration (with
months credit impairment occurred) credit impairment occurred)
Balance of Jan. 1, 2019
—— —— —— ——
in the period
Change of book balance of loss provision with amount has major changes in the period
□ Applicable √Not applicable
(2) Long-term account receivable derecognition due to financial assets transfer
(3) Assets and liabilities resulted by long-term account receivable transfer and continues involvement
Other explanation
17. Long-term equity investment
In RMB
The Opening Current changes (+,-) Ending Ending
206
深圳市深粮控股股份有限公司 2019 年年度报告全文
invested balance Other Cash balance balance
Investme Accrual
entity (book Additiona comprehe dividend (book of
nt gains Other of
value) l Capital nsive or profit value) impairme
recognize equity impairme Other
investmen reduction income announce nt
d under change nt
t adjustmen d to provision
equity provision
t issued
I. Joint venture
II. Associated enterprise
Shenzhen
Shenbao
(Xinmin) 2,870,000
Foods .00
Co.,
Ltd*1
Changzho
u
Shenbao
Chacang
E-busines
s Co.,
ltd.*2
Shenzhen
Shenbao
(Liaoyuan
) 57,628.53
Industrial
Co.,
Ltd*1
Huizhou
Shenbao
Manan 1,050,116 1,050,116
Bio-techn .57 .57
ology
Co., Ltd.
Shenzhen
Shichumi
ngmen
Restauran
t
Managem
ent Co.,
Ltd.*2
207
深圳市深粮控股股份有限公司 2019 年年度报告全文
Guangzho
u
Shenbao 3,825,725 -1,614,29 2,211,429
Mendao .70 6.02 .68
Tea Co.,
Ltd.
Zhuhai
Hengxing
29,510,77 2,125,936 31,636,70
Feed
1.11 .11 7.22
Industrial
Co., Ltd.
Shenzhen
Duoxi
Equity
Investme 4,014,625 -311,020. 3,703,604
nt Fund .45 65 .80
Managem
ent Co.,
Ltd.
Shenliang
Intelligent
Wulian
Equity
Investme
nt Fund 23,105,66 2,828,260 25,933,92
(Shenzhe 2.49 .86 3.35
n)
Partnershi
p
Enterprise
(Limited)
Shenzhen
Shenyuan
9,492,765 382,881.5 9,875,647
Data
.49 6 .05
Tech. Co.,
Ltd
70,999,66 1,050,116 3,411,761 73,361,31 2,927,628
Subtotal
6.81 .57 .86 2.10 .53
70,999,66 1,050,116 3,411,761 73,361,31 2,927,628
Total
6.81 .57 .86 2.10 .53
Other explanation
*1: these two companies have been established for a long time. At the current stage, their business licenses have
208
深圳市深粮控股股份有限公司 2019 年年度报告全文
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 abovementioned enterprises
18. Other equity instrument investment
In RMB
Item Ending balance Opening balance
Itemized the non-tradable equity instrument investment in the period
In RMB
Causes of those
that designated
Retained earnings measured by fair Cause of retained
transfer from value and with its earnings transfer
Dividend income Cumulative
Item Cumulative gains other variation from other
recognized losses
comprehensive reckoned into comprehensive
income other income
comprehensive
income
Other explanation:
19. Other non-current financial assets
In RMB
Item Ending balance Opening balance
Equity instrument investment 57,500.00 57,500.00
Total 57,500.00 57,500.00
Other explanation:
Invested unit Shareholding ratio in Ending balance Impairment reserve
invested units (%) ending balance
Shenzhen Sanjiu Weitai Co., Ltd. 0.95 2,480,000.00 2,480,000.00
Shenzhen Tianji Photoelectric Industry Co., Ltd. 3.77 15,000,000.00 15,000,000.00
(Formerly known as "Shenzhen Tianji Photoelectric
Technology Industrial Co., Ltd.")*1
Beijing Temple of Heaven Co., Ltd. 57,500.00
Total 17,537,500.00 17,480,000.00
Presented under the financial assets available-for sale before implemented the new financial instrument standard. Ending balance
refers to the shares of Beijing Temple of Heaven Co., Ltd held, the shares are the legal person’s shares purchased from former STAQ
trading system. Former name was Beijing Shuanghesheng Five Star Beer Sanhuan Co., Ltd, initial investment shares amounted to
55,000 shares, and after renamed, directional share exchange amounted to 33,333 shares.
209
深圳市深粮控股股份有限公司 2019 年年度报告全文
20. Investment real estate
(1) Measured at cost
√ Applicable □Not applicable
In RMB
Item House and building Land use right Construction in progress Total
I. Original book value
1.Opening balance 567,162,333.74 567,162,333.74
2.Current amount
23,277,994.41 23,277,994.41
increased
(1) Outsourcing 506,238.00 506,238.00
(2) Inventory\fixed
assets\construction in 22,771,756.41 22,771,756.41
process transfer-in
(3) Increased by
combination
3.Current amount
decreased
(1) Disposal
(2) Other transfer-out
4.Ending balance 590,440,328.15 590,440,328.15
II. Accumulated
depreciation and
accumulated
amortization
1.Opening balance 284,540,148.82 284,540,148.82
2.Current amount
36,195,242.16 36,195,242.16
increased
(1) Accrual or
23,483,423.93 23,483,423.93
amortization
(2) Inventory\fixed
assets\construction in 12,711,818.23 12,711,818.23
process transfer-in
3.Current amount
decreased
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深圳市深粮控股股份有限公司 2019 年年度报告全文
(1) Disposal
(2) Other transfer-out
4.Ending balance 320,735,390.98 320,735,390.98
III. Impairment provision
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 value 269,704,937.17 269,704,937.17
2. Opening book value 282,622,184.92 282,622,184.92
(2) Measure on fair value
□ Applicable √Not applicable
(3) Investment real estate without property certificate completed
In RMB
Item Book value Reasons
Other explanation
21. Fixed assets
In RMB
Item Ending balance Opening balance
Fixed assets 945,042,032.69 993,136,743.51
Total 945,042,032.69 993,136,743.51
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深圳市深粮控股股份有限公司 2019 年年度报告全文
(1) Fixed assets
In RMB
Machinery Electronic and other
Item House and buildings Transport equipment Total
equipment equipment
I. Original book
value:
1.Opening balance 915,002,141.50 483,988,177.15 19,100,984.41 60,021,239.23 1,478,112,542.29
2.Current amount
6,216,504.63 5,003,151.83 1,252,028.03 4,286,716.00 16,758,400.49
increased
(1) Purchase 5,003,151.83 1,252,028.03 4,286,716.00 10,541,895.86
(2) Construction in
progress transfer-in
(3) Increased
by combination
(4) Other
6,216,504.63 6,216,504.63
transfers-in
3.Current amount
24,700,244.36 36,965,247.71 1,631,490.93 3,547,654.38 66,844,637.38
decreased
(1) Disposal or
1,928,487.95 35,665,267.24 1,623,510.93 2,298,585.50 41,515,851.62
scrap
(2) Other
22,771,756.41 1,299,980.47 7,980.00 1,249,068.88 25,328,785.76
transfers-out
4.Ending balance 896,518,401.77 452,026,081.27 18,721,521.51 60,760,300.85 1,428,026,305.40
II. Accumulated
depreciation
1.Opening balance 180,969,012.00 243,434,618.06 13,913,087.94 36,532,801.29 474,849,519.29
2.Current amount
23,707,112.03 20,179,089.85 1,268,474.28 7,211,220.56 52,365,896.72
increased
(1) Accrual 23,707,112.03 20,179,089.85 1,268,474.28 7,211,220.56 52,365,896.72
3.Current amount
13,436,007.02 31,040,888.48 1,478,911.19 3,263,896.59 49,219,703.28
decreased
(1) Disposal or
724,188.79 29,926,515.79 1,478,911.19 2,079,020.25 34,208,636.02
scrap
(2) Other
12,711,818.23 1,114,372.69 1,184,876.34 15,011,067.26
transfers-out
4.Ending balance 191,240,117.01 232,572,819.43 13,702,651.03 40,480,125.26 477,995,712.73
212
深圳市深粮控股股份有限公司 2019 年年度报告全文
III. Impairment
provision
1.Opening balance 1,797,706.49 8,207,030.23 93,411.42 28,131.35 10,126,279.49
2.Current amount
372,521.40 372,521.40
increased
(1) Accrual 372,521.40 372,521.40
3.Current amount
1,108,373.78 4,294,195.48 93,411.42 14,260.23 5,510,240.91
decreased
(1) Disposal or
1,108,373.78 3,921,262.58 93,411.42 14,260.23 5,137,308.01
scrap
(2) Other
372,932.90 372,932.90
transfers-out
4.Ending balance 689,332.71 4,285,356.15 13,871.12 4,988,559.98
IV. Book value
1.Ending book
704,588,952.05 215,167,905.69 5,018,870.48 20,266,304.47 945,042,032.69
value
2. Opening book
732,235,423.01 232,346,528.86 5,094,485.05 23,460,306.59 993,136,743.51
value
(2) Temporarily idle fixed assets
In RMB
Accumulated Impairment
Item Original book value Book value Note
depreciation provision
(3) Fixed assets by financing leased
In RMB
Accumulated
Item Original book value Impairment provision Book value
depreciation
(4) Fixed assets leased out by operation
In RMB
Item Ending book value
(5) Fix assets without property certification held
In RMB
213
深圳市深粮控股股份有限公司 2019 年年度报告全文
Reasons for without the property
Item Book value
certification
The planning acceptance and construction
acceptance record can not be handle due to
the loss of planning and construction
House buildings 15,661,805.96
historical data, at present, the relevant
application and approval procedures are
being restarted.
Simple and temporary buildings etc,
House buildings 13,718,825.24
cannot handle the property right certificate
Berth of wharf has right of use, no need to
House buildings 105,701,442.56
handle the certificate
House buildings 316,312,201.39 Still under processing
Other explanation
(6) Fixed assets disposal
In RMB
Item Ending balance Opening balance
Other explanation
22. Construction in progress
In RMB
Item Ending balance Opening balance
Construction in progress 771,971,469.43 186,586,135.06
Total 771,971,469.43 186,586,135.06
(1) Construction in progress
In RMB
Ending balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Shenbao Plaza
3,842,333.64 3,842,333.64 3,842,333.64 3,842,333.64
project
Dongguan grain
storage and wharf 197,140,797.10 197,140,797.10 91,924,086.19 91,924,086.19
matching project
214
深圳市深粮控股股份有限公司 2019 年年度报告全文
Deep processing
of Dongguan
120,065,528.37 120,065,528.37 39,276,418.03 39,276,418.03
Industry and
Trading Food
CDE storage of
Dongguan Food
Industrial Park 399,913,306.49 399,913,306.49 43,391,511.05 43,391,511.05
and wharf mating
projects
Grain storage and
42,489,084.80 42,489,084.80 6,621,284.40 6,621,284.40
processing
Supporting
projects related to
grain supply
Workshop
transformation of 868,932.37 868,932.37 711,487.37 711,487.37
Flour Company
Low-temperature
renovation
reconstruction 7,096,256.57 7,096,256.57
and expansion
project in Pinghu
Other 5,300,753.47 903,189.74 4,397,563.73 5,564,537.76 903,189.74 4,661,348.02
Total 776,716,992.81 4,745,523.38 771,971,469.43 191,331,658.44 4,745,523.38 186,586,135.06
(2) Changes of major construction in progress
In RMB
Includin
Proporti g:
Accumul
Other on of amount Interest
Current Transfer- ated
Item Opening decrease Ending project of capitaliz Capital
Budget amount in fixed Progress capitaliz
Name balance d in the balance investme capitaliz ation rate resources
increased assets ation of
Period nt in ation of in Period
interest
budget interest
in Period
215
深圳市深粮控股股份有限公司 2019 年年度报告全文
Donggua
n grain
storage Project Financial
1,242,00 91,924,0 105,216, 197,140, 24,462,0 7,276,86
and 69.00% progress 4.90% institutio
0,000.00 86.19 710.91 797.10 03.73 5.71
wharf 69% n loans
matching
project
Deep
processi
ng of
Donggua Project Financial
292,000, 39,276,4 80,789,1 120,065, 4,834,08 2,482,41
n 41.00% progress 4.90% institutio
000.00 18.03 10.34 528.37 0.16 4.45
Industry 41% n loans
and
Trading
Food
CDE
storage
of
Donggua
n Food Project Financial
960,000, 43,391,5 356,521, 399,913, 47,728,6 21,652,4
Industria 73.00% progress 5.64% institutio
000.00 11.05 795.44 306.49 72.54 26.54
l Park 73% n loans
and
wharf
mating
projects
2,494,00 174,592, 542,527, 717,119, 77,024,7 31,411,7
Total -- -- --
0,000.00 015.27 616.69 631.96 56.43 06.70
(3) The provision for impairment of construction in progress
In RMB
Item Amount accrual in the period Reasons of accrual
Other explanation
(4) Engineering material
In RMB
Ending balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
216
深圳市深粮控股股份有限公司 2019 年年度报告全文
Other explanation:
23. Productive biological asset
(1) Measured by cost
√ Applicable □Not applicable
In RMB
Item Plant Livestock Forestry Fisheries Total
Tea tree
I. Original book
value
1.Opening balance 416,771.28 416,771.28
2.Current amount
increased
(1)Outsourcing
(2)self-cultivate
3.Current amount
decreased
(1)Disposal
(2)Other
4.Ending balance 416,771.28 416,771.28
II. Accumulated
depreciation
1.Opening balance 9,692.36 9,692.36
2.Current amount
9,692.36 9,692.36
increased
(1)Accrual 9,692.36 9,692.36
3.Current amount
decreased
(1)Disposal
(2)Other
4.Ending balance 19,384.72 19,384.72
217
深圳市深粮控股股份有限公司 2019 年年度报告全文
III. Impairment
provision
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
397,386.56 397,386.56
value
2. Opening book
407,078.92 407,078.92
value
(2) Measured by fair value
□ Applicable √Not applicable
24. Oil and gas asset
□ Applicable √Not applicable
25. Right-of-use asset
In RMB
Item Total
Other explanation:
26. Intangible assets
(1) Intangible assets
In RMB
Non-patent
Item Land use right Patent Other Total
technology
218
深圳市深粮控股股份有限公司 2019 年年度报告全文
I. Original book
value
1.Opening
594,651,154.35 46,265,918.89 10,305,949.49 31,536,228.47 682,759,251.20
balance
2.Current
35,859,628.84 980,000.00 1,112,182.59 1,431,895.00 39,383,706.43
amount increased
(1) Purchase 35,859,628.84 980,000.00 1,112,182.59 1,431,895.00 39,383,706.43
(2) internal
R&D
(3)
Increased by
combination
3.Current amount
106,454.45 12,600.00 119,054.45
decreased
(1) Disposal 106,454.45 12,600.00 119,054.45
4.Ending
630,510,783.19 47,245,918.89 11,311,677.63 32,955,523.47 722,023,903.18
balance
II. Accumulated
depreciation
1.Opening
69,506,679.20 24,341,841.17 3,709,966.00 8,482,030.59 106,040,516.96
balance
2.Current
15,309,422.93 1,551,737.16 1,377,159.62 1,963,119.33 20,201,439.04
amount increased
(1) Accrual 15,309,422.93 1,551,737.16 1,377,159.62 1,963,119.33 20,201,439.04
3.Current
68,737.71 68,737.71
amount decreased
(1) Disposal 68,737.71 68,737.71
4.Ending
84,816,102.13 25,893,578.33 5,018,387.91 10,445,149.92 126,173,218.29
balance
III. Impairment
provision
1.Opening
5,553,283.54 1,168,058.62 6,721,342.16
balance
219
深圳市深粮控股股份有限公司 2019 年年度报告全文
2.Current
amount increased
(1) Accrual
3.Current
37,716.74 37,716.74
amount decreased
(1) Disposal 37,716.74 37,716.74
4.Ending
5,553,283.54 1,130,341.88 6,683,625.42
balance
IV. Book value
1.Ending book
545,694,681.06 15,799,057.02 5,162,947.84 22,510,373.55 589,167,059.47
value
2. Opening
525,144,475.15 16,370,794.18 5,427,924.87 23,054,197.88 569,997,392.08
book value
Ratio of the intangible assets from internal R&D in balance of intangible assets at period-end
(2) Land use rights without certificate of ownership
In RMB
Reasons for without the property
Item Book value
certification
Land use right 54,340,047.91 Still under processing
Collective land, cannot handle the
Land use right 2,572,333.74
certificate of ownership
Total 56,912,381.65
Other explanation:
27. Expense on Research and Development
In RMB
Current amount increased Current amount decreased
Opening Internal Confirmed as Transfer to Ending
Item
balance development Other intangible current profit balance
expenditure assets and loss
Total
Other explanation
220
深圳市深粮控股股份有限公司 2019 年年度报告全文
28. Goodwill
(1) Goodwill Original book value
In RMB
Current increased Current decreased
The invested
Formed by
entity or matters Opening balance Ending balance
business Dispose
forming goodwill
combination
Yunnan Pu’er Tea
Trading Center 673,940.32 673,940.32
Co., Ltd.
Total 673,940.32 673,940.32
(2) Goodwill impairment provision
In RMB
The invested Current increased Current decreased
entity or matters Opening balance Ending balance
Accrual Dispose
forming goodwill
Yunnan Pu’er Tea
Trading Center 673,940.32 673,940.32
Co., Ltd.
Total 673,940.32 673,940.32
Relevant information about the assets group or portfolio goodwill included
In May 2016, the 15% equity of Pu’er Tea Trading Center held by Yunnan Heng Feng Xiang Investment Co., Ltd was acquired by Ju
Fang Yong Holding, the sub-subsidiary of the Company, after completion of the acquisition, the Company has control over the 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
29. Long-term expenses to be apportioned
In RMB
Current amount
Item Opening balance Current amortization Other decreased Ending balance
increased
221
深圳市深粮控股股份有限公司 2019 年年度报告全文
Improve expenditure
2,385,091.34 8,084,929.15 1,258,930.83 9,211,089.66
for fix assets
Decoration fee 4,550,750.21 2,143,716.61 1,842,074.36 323,844.28 4,528,548.18
Improve expenditure
for investment real 8,706,105.90 2,489,601.27 6,216,504.63
estate
Affiliated project of
resident area in
36,374.47 131,918.00 44,081.83 124,210.64
Wuyuan Ju Fang
Yong
Other *1 6,121,577.88 1,158,017.90 1,259,208.96 29,006.61 5,991,380.21
Total 21,799,899.80 11,518,581.66 6,893,897.25 6,569,355.52 19,855,228.69
Other explanation
*1. Mainly due to long-term deferred expenses such as Huizhou Shenbao 2.8 million yuan (including outdoor
sewage installation and system maintenance costs), Shenzhen Cereals Group 3.03 million yuan (including
maintenance auxiliary costs).
30. Deferred income tax asset /Deferred income tax liabilities
(1) Deferred income tax assets without offset
In RMB
Ending balance Opening balance
Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax
differences asset differences asset
Impairment provision for
58,355,685.95 14,290,490.90 200,997,551.38 49,759,336.40
assets
Unrealized profits in
973,157.01 243,289.25 1,348,710.60 337,177.65
internal transactions
Deferred income 183,076.96 45,769.24 312,307.72 78,076.93
Credit impairment loss 98,478,516.09 24,503,161.57
Total 157,990,436.01 39,082,710.96 202,658,569.70 50,174,590.98
(2) Deferred income tax liability without offset
In RMB
Ending balance Opening balance
Item Taxable temporary Deferred income tax Taxable temporary Deferred income tax
differences liabilities differences liabilities
222
深圳市深粮控股股份有限公司 2019 年年度报告全文
Asset evaluation
increment of enterprise
50,255,008.79 12,563,752.22 51,909,877.24 12,977,469.31
combine under different
control
Valuation of trading
financial instruments and
43,861.84 10,965.46
derivative financial
instruments
Total 50,255,008.79 12,563,752.22 51,953,739.08 12,988,434.77
(3) Deferred income tax assets and deferred income tax liabilities listed after off-set
In RMB
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 after assets and liabilities at assets or liabilities after
assets and liabilities
off-set period-begin off-set
Deferred income tax
39,082,710.96 50,174,590.98
asset
Deferred income tax
12,563,752.22 12,988,434.77
liabilities
(4) Details of uncertain deferred income tax assets
In RMB
Item Ending balance Opening balance
Deductible temporary differences 309,898,433.67 182,713,070.07
Deductible loss 330,162,451.72 112,864,728.90
Total 640,060,885.39 295,577,798.97
(5) Deductible losses of un-recognized deferred income tax assets expired on the followed year
In RMB
Year Ending amount Opening amount Note
Other explanation:
31. Other non-current asset
Whether implemented the new revenue standards
□Yes √No
In RMB
223
深圳市深粮控股股份有限公司 2019 年年度报告全文
Item Ending balance Opening balance
Prepaid for equipment 611,965.84 866,378.12
Prepaid for engineering 1,069,771.60
Prepaid for system 1,260,000.00
Total 1,871,965.84 1,936,149.72
Other explanation:
32. Short-term loans
(1) Category
In RMB
Item Ending balance Opening balance
Secured loans 30,000,000.00
Guarantee loan 30,000,000.00
Loan in credit 23,595,000.00 31,600,000.00
Total 23,595,000.00 91,600,000.00
Explanation on category of short-term loans:
(2) Overdue short-term loans without payment
RMB 0 short-term loans over due without paid at period-end, including follow major amount:
In RMB
Borrower Ending balance Loan rate Overdue time Overdue interest
Other explanation:
33. Tradable financial liability
In RMB
Item Ending balance Opening balance
Including:
Including:
Other explanation:
34. Derivative financial liability
In RMB
Item Ending balance Opening balance
Other explanation:
224
深圳市深粮控股股份有限公司 2019 年年度报告全文
35. Note payable
In RMB
Category Ending balance Opening balance
Notes expired at year-end without paid was 0 Yuan.
36. Account payable
(1) Account payable
In RMB
Item Ending balance Opening balance
Trade accounts payable 201,806,654.53 438,618,768.51
Account payable for engineering 55,979,629.86 31,922,123.90
Other 8,337,186.59 2,197,391.39
Total 266,123,470.98 472,738,283.80
(2) Major accounts payable with age over one year
In RMB
Item Ending balance Reasons of outstanding or carry-over
Other explanation:
37. Accounts received in advance
Whether implemented the new revenue standards
□Yes √No
(1) Accounts received in advance
In RMB
Item Ending balance Opening balance
Account for goods received in advance 134,989,316.21 204,866,040.96
Other 2,222,515.79 562,553.20
Total 137,211,832.00 205,428,594.16
(2) Important account received in advance with account age over one year
In RMB
225
深圳市深粮控股股份有限公司 2019 年年度报告全文
Item Ending balance Reasons of outstanding or carry-over
(3) Projects that settle without completed from construction contract at period-end
In RMB
Item Amount
Other explanation:
38. Contractual liabilities
In RMB
Item Ending balance Opening balance
Amount and reasons for important changes of book value in the period
In RMB
Item Amount changed Reasons of changes
39. Wage payable
(1) Wage payable
In RMB
Item Opening balance Current increased Current decreased Ending balance
I. Short-term
121,382,348.52 280,974,373.18 231,870,273.77 170,486,447.93
compensation
II. After-service
welfare-defined 10,264,159.59 25,455,870.29 12,168,248.86 23,551,781.02
contribution plans
III. Dismissed welfare 4,062,915.41 4,151,468.48 7,176,036.29 1,038,347.60
Total 135,709,423.52 310,581,711.95 251,214,558.92 195,076,576.55
(2) Short-term compensation
In RMB
Item Opening balance Current increased Current decreased Ending balance
1. Wage, bonus,
113,607,669.85 243,498,799.23 197,044,376.73 160,062,092.35
allowance and subsidy
2. Employees’ welfare 13,956,156.34 13,280,289.67 675,866.67
3. Social insurance
99,598.81 6,544,947.36 6,558,500.98 86,045.19
charges
226
深圳市深粮控股股份有限公司 2019 年年度报告全文
Including: medical
92,813.10 5,907,502.96 5,958,562.07 41,753.99
insurance premium
Industrial injury
insurance 304.92 147,320.22 147,019.97 605.17
premiums
Maternity
insurance 6,480.79 319,585.45 323,765.99 2,300.25
premiums
170,538.73 129,152.95 41,385.78
other
4. Housing public reserve 9,184,617.94 9,059,817.64 124,800.30
5. Trade union fee and
7,675,079.86 7,789,852.31 5,927,288.75 9,537,643.42
education fee
Total 121,382,348.52 280,974,373.18 231,870,273.77 170,486,447.93
(3) Defined contribution plans
In RMB
Item Opening balance Current increased Current decreased Ending balance
1. Basic endowment
236,975.62 11,797,668.96 11,611,212.13 423,432.45
insurance premiums
2. Unemployment
4,569.75 99,051.82 101,067.10 2,554.47
insurance premiums
3. Enterprise annuity 10,022,614.22 13,559,149.51 455,969.63 23,125,794.10
Total 10,264,159.59 25,455,870.29 12,168,248.86 23,551,781.02
Other explanation:
40. Taxes payable
In RMB
Item Ending balance Opening balance
VAT 2,206,356.73 9,493,004.93
Enterprise income tax 30,123,982.59 9,219,053.50
Personal income tax 1,251,969.61 1,927,699.20
Urban maintenance and construction tax 104,892.72 640,819.28
Educational surtax 78,996.91 483,228.46
Use tax of land 275,026.35 574,505.73
Stamp tax 599,525.05 246,056.29
House property tax 1,348,616.75 1,725,020.41
Other 1,058,246.76 660,330.78
227
深圳市深粮控股股份有限公司 2019 年年度报告全文
Total 37,047,613.47 24,969,718.58
Other explanation:
41. Other account payable
In RMB
Item Ending balance Opening balance
Interest payable 1,411,457.29
Dividend payable 2,933,690.04 2,909,182.74
Other account payable 232,032,023.80 277,780,365.55
Total 236,377,171.13 280,689,548.29
(1) Interest payable
In RMB
Item Ending balance Opening balance
Long-term loans interest for installment 1,411,457.29
Total 1,411,457.29
Major overdue interest:
In RMB
Borrower Overdue amount Overdue causes
Other explanation:
(2) Dividend payable
In RMB
Item Ending balance Opening balance
Unmanaged shares 242,719.90 218,212.60
Shenzhen Investment Management
2,690,970.14 2,690,970.14
Company *1
Total 2,933,690.04 2,909,182.74
Other explanation, including important dividend payable over one year without payment, disclose reasons for un-paid:
*1 Former largest shareholder, problems left over from historical guarantees.
(3) Other account payable
1) By nature
In RMB
228
深圳市深粮控股股份有限公司 2019 年年度报告全文
Item Ending balance Opening balance
Engineering quality retention money and
3,797,078.78 3,191,037.22
fund of tail
Deposit and margin 116,032,480.36 151,049,170.31
Intercourse funds and other 105,177,684.59 100,749,160.89
Drawing expenses in advance 7,024,780.07 22,790,997.13
Total 232,032,023.80 277,780,365.55
2) Significant other account payable with over one year age
In RMB
Item Ending balance Reasons of outstanding or carry-over
Zhanjiang Changshan (Shenzhen)
7,988,954.17 Not yet expired
Ecological Breeding Co., Ltd.
Shenzhen Yulunda Investment
4,483,411.81 Not yet expired
Development Co., Ltd.
Total 12,472,365.98 --
Other explanation
42. Liability held for sale
In RMB
Item Ending balance Opening balance
Other explanation:
43. Non-current liabilities due within one year
In RMB
Item Ending balance Opening balance
Long-term loans due within one year 67,420,012.16 55,090,793.79
Total 67,420,012.16 55,090,793.79
Other explanation:
44. Other current liabilities
Whether implemented the new revenue standards
□Yes √No
In RMB
Item Ending balance Opening balance
229
深圳市深粮控股股份有限公司 2019 年年度报告全文
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:
In RMB
Premium
Accrual
and
Face Issuance Bonds Amount Opening Issued in interest Paid in Ending
Bonds discount
value date term issued balance the period by face the period balance
amortizati
value
on
Other explanation:
45. Long-term loans
(1) Category
In RMB
Item Ending balance Opening balance
Mortgage loan 673,642,296.22 426,427,633.70
Guarantee loan 162,270,260.19 90,260,157.96
Total 835,912,556.41 516,687,791.66
Explanation on category of long-term loans:
Other explanation, including interest rate range:
46. Bonds payable
(1) Bonds payable
In RMB
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)
In RMB
Premium
Accrual
and
Face Issuance Bonds Amount Opening Issued in interest Paid in Ending
Bonds discount
value date term issued balance the period by face the period balance
amortizati
value
on
230
深圳市深粮控股股份有限公司 2019 年年度报告全文
Total -- -- --
(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
In RMB
Outstanding Period-beginning Current increased Current decreased Period-end
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
47. Lease liability
In RMB
Item Ending balance Opening balance
Other explanation
48. Long-term account payable
In RMB
Item Ending balance Opening balance
Special account payable 15,856,950.01 15,690,202.08
Total 15,856,950.01 15,690,202.08
(1) By nature
In RMB
Item Ending balance Opening balance
Other explanation:
(2) Special account payable
In RMB
Item Opening balance Current increased Current decreased Ending balance Causes
231
深圳市深粮控股股份有限公司 2019 年年度报告全文
Depreciation fund
for grain deposits
and special fund for 15,690,202.08 172,786.93 6,039.00 15,856,950.01 Note 1
grain industry
research
Total 15,690,202.08 172,786.93 6,039.00 15,856,950.01 --
Other explanation:
Note 1: Depreciation fund for grain deposits is the finance allocated to the Company as a government investment
in depreciation special funds of reserve grain depot and interest.
49. Long-term wage payable
(1) Long-term wage payable
In RMB
Item Ending balance Opening balance
(2) Changes of defined benefit plans
Present value of the defined benefit plans:
In RMB
Item Current Period Last Period
Scheme assets:
In RMB
Item Current Period Last Period
Net liability (assets) of the defined benefit plans
In RMB
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:
Major actuarial assumption and sensitivity analysis:
Other explanation:
50. Accrual liabilities
Whether implemented the new revenue standards
□Yes √No
In RMB
Item Ending balance Opening balance Causes
External guarantee 3,500,000.00 Note 1
Total 3,500,000.00 --
232
深圳市深粮控股股份有限公司 2019 年年度报告全文
Other explanation, including relevant important assumptions and estimation:
Note 1: For the guarantee of Changzhou Shenbao within the scope of 3.5 million yuan to provide joint liability for
compensation.
51. Deferred income
In RMB
Item Opening balance Current increased Current decreased Ending balance Causes
Including:
government See table below for
100,029,657.21 6,220,000.00 4,499,225.56 101,750,431.65
subsidies related to details
assets
Government
See table below for
subsidies related to 578,545.80 536,736.14 41,809.66
details
income
Total 100,608,203.01 6,220,000.00 5,035,961.70 101,792,241.31 --
Item with government grants involved:
In RMB
Amount
Amount Cost Assets-relate
Opening New grants reckoned in Other
Liability reckoned in reduction in Ending balance d/income
balance in the Period non-operatio changes
other income the period related
n revenue
(1) Base of
further
Assets-relate
processing 1,100,000.00 275,000.00 825,000.00
d
for tea and
nature plants
(2)
Enterprise
technology
center is a
municipal
Assets-relate
R&D center. 1,987,301.17 204,024.60 1,783,276.57
d
Subsidies for
industrial
technologica
l
advancement
233
深圳市深粮控股股份有限公司 2019 年年度报告全文
(3) Project
grants for
years for Assets-relate
312,307.72 129,230.76 183,076.96
agricultural d
district, Xihu
Zone
(4) Key
technology
research and
development
for the
preparation
of Assets-relate
243,233.62 8,119.68 235,113.94
high-quality d
aroma
extracts
based on the
use of tea
aroma
precursors
(5) Key
technology
research and
development
for the
preparation
of Income-
241,323.58 199,513.92 41,809.66
high-quality related
aroma
extracts
based on the
use of tea
aroma
precursors
(6) Finance Income-
337,222.22 337,222.22
Discount related
(7)
Industrializat Assets-relate
2,084,136.67 196,445.88 1,887,690.79
ion of instant d
tea powder
234
深圳市深粮控股股份有限公司 2019 年年度报告全文
(8) Grant for
key
technology
research and Assets-relate
153,011.21 14,245.02 138,766.19
industrializat d
ion of
instant tea
powder
(9) Special
fund for the
development
of strategic
emerging
industries in
Shenzhen(pl
Assets-relate
ant deep 3,538,892.95 351,209.08 3,187,683.87
d
processing
engineering)
(Shen
Developmen
t & Reform
No.
20131601)
(10)
Construction
amount for
50 tons for Assets-relate
500,000.00 125,000.02 374,999.98
clearly d
processing
for Mingyou
tea
(11) Subsidy
for tea
seeding of Assets-relate
46,129.96 1,109.28 45,020.68
New Tea d
Garden in
Wangkou
235
深圳市深粮控股股份有限公司 2019 年年度报告全文
(12) Subsidy
for supply
system
Assets-relate
construction 750,000.00 200,000.00 550,000.00
d
of
agricultural
products
(13) Grain
storage
project of
Dongguan Assets-relate
8,242,417.83 262,257.12 7,980,160.71
Shenliang d
Logistics
Co., Ltd. -
Storage A
(14) Phase II
of grain
storage
project of
Assets-relate
Dongguan 32,968,699.52 1,031,300.52 31,937,399.00
d
Shenliang
Logistics
Co., Ltd.-
Storage B
(15) Grain,
oil and food
headquarters
and
innovative
public Assets-relate
18,000,000.00 18,000,000.00
service d
platform of
Dongguan
Shenliang
Logistics
Co., Ltd.
236
深圳市深粮控股股份有限公司 2019 年年度报告全文
(16) Special
funds for
intelligent
upgrading
and
transformati Assets-relate
5,100,000.00 6,220,000.00 11,320,000.00
on of grain d
warehouse
for the 2017
“Grain
Safety
Project”
(17)
Construction
of 450000
ton silos and
60000 ton Assets-relate
17,491,764.71 104,117.64 17,387,647.07
film silos d
-CDE
warehouse.
Gas storage
bin
(18) Special
fund for
agricultural
development
of 2016-
agricultural
product
safety testing
Assets-relate
project- 492,000.00 164,000.00 328,000.00
d
capacity
building of
the third
party
inspection
institution
expansion
evaluation
237
深圳市深粮控股股份有限公司 2019 年年度报告全文
(19)
Agricultural
product
safety testing
project of
the special
Assets-relate
fund for 1,026,000.00 342,000.00 684,000.00
d
agricultural
development
of 2016 -
Central
investment
fund
(20)
Construction
of O2O
community
sales service
system for Assets-relate
1,789,411.20 38,576.04 1,750,835.16
high quality d
grain and oil
based on
B2C
E-commerce
platform
(21)
Industrializat
ion of Assets-relate
2,813,684.01 852,589.88 1,961,094.13
Doximi d
E-commerce
platform
(22)
Commercial
circulation
Assets-relate
development 524,000.00 524,000.00
d
project
funding for
year of 2017
238
深圳市深粮控股股份有限公司 2019 年年度报告全文
(23)
Intelligent
management
Assets-relate
of grain 866,666.64 200,000.04 666,666.60
d
depot based
on mobile
internet
Total 100,608,203.01 6,220,000.00 5,035,961.70 101,792,241.31
Other explanation:
52. Other non-current liabilities
Whether implemented the new revenue standards
□Yes √No
In RMB
Item Ending balance Opening balance
Other explanation:
53. Share capital
In RMB
Increased (decreased) in this year +,-
Opening Shares
Ending balance
balance New shares
Bonus shares converted from Other Subtotal
issued
public reserve
1,152,535,254. 1,152,535,254.
Total shares
00 00
Other explanation:
54. 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
In RMB
Outstanding Period-beginning Current increased Current decreased Period-end
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:
239
深圳市深粮控股股份有限公司 2019 年年度报告全文
55. Capital public reserve
In RMB
Item Opening balance Current increased Current decreased Ending balance
Capital premium (Share
1,413,996,347.50 1,413,996,347.50
capital premium)
Other capital reserve 8,896,381.86 8,896,381.86
Total 1,422,892,729.36 1,422,892,729.36
Other instructions, including changes in the current period, reasons for the change:
56. Treasury stock
In RMB
Item Opening balance Current increased Current decreased Ending balance
Other explanation, including changes and reasons for changes:
57. Other comprehensive income
In RMB
Current Period
Less:
Less: written written in
in other other
comprehensi comprehe
ve income in nsive
Account
previous income in Belong to Belong to
Opening before Ending
Item period and previous Less : income parent minority
balance income tax balance
carried period and tax expense company shareholders
in the
forward to carried after tax after tax
period
gains and forward to
losses in retained
current earnings in
period current
period
Other explanation, including the active part of the hedging gains/losses of cash flow transfer to initial reorganization adjustment for
the arbitraged items:
58. Reasonable reserve
In RMB
Item Opening balance Current increased Current decreased Ending balance
240
深圳市深粮控股股份有限公司 2019 年年度报告全文
Production safety fee 154.21 920,788.68 920,420.34 522.55
Total 154.21 920,788.68 920,420.34 522.55
Other explanation, including changes and reasons for changes:
59. Surplus public reserve
In RMB
Item Opening balance Current increased Current decreased Ending balance
Statutory surplus
327,140,910.28 23,046,690.78 350,187,601.06
reserves
Total 327,140,910.28 23,046,690.78 350,187,601.06
Other explanation, including changes and reasons for changes:
60. Retained profit
In RMB
Item Current period Last period
Retained profit at the end of the previous year
1,269,933,487.26 961,602,454.82
before adjustment
Total retained profit at the beginning of the
1,269,933,487.26 961,602,454.82
previous year before adjustment
Add: net profit attributable to shareholder of
363,501,809.52 308,331,032.44
parent company
Less: withdrawal of legal surplus reserve 23,046,690.78
Common stock dividends payable 115,253,525.40
Retained profit at period-end 1,495,135,080.60 1,269,933,487.26
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 0 Yuan.
5) Other adjustments affect the retained profits at the beginning of the period amounting to 0 Yuan
61. Operating income and operating cost
In RMB
Current period Last period
Item
Income Cost Income Cost
241
深圳市深粮控股股份有限公司 2019 年年度报告全文
Main business 11,051,848,153.57 9,951,267,980.45 10,747,576,698.29 9,686,779,830.78
Other business 8,136,182.35 4,039,025.44 11,206,139.85 6,854,443.43
Total 11,059,984,335.92 9,955,307,005.89 10,758,782,838.14 9,693,634,274.21
Whether implemented the new revenue standards
□Yes √No
Other explanation
62. Tax and surcharges
In RMB
Item Current period Last period
Consumption tax 1,054,759.39 2,165,312.82
Urban maintenance and construction tax 905,661.54 1,629,329.96
House property tax 9,130,490.81 8,050,618.18
Use tax of land 1,464,071.73 2,524,108.37
Vehicle and vessel use tax 12,208.24
Stamp duty 1,436,656.82 959,970.44
Other 16,663.83 40,183.75
Total 14,020,512.36 15,369,523.52
Other explanation:
63. Sales expenses
In RMB
Item Current period Last period
Labor and social security benefits 63,227,886.99 64,382,900.10
Rental 7,964,035.99 8,600,847.41
Utilities and office expenses 6,423,386.32 4,423,846.48
After-sale services 5,415,990.35 5,381,877.15
Logistics transportation fee 72,027,183.21 60,230,906.69
Travel expenses 2,959,299.74 3,385,483.21
Equivalent loss for low value perishable
4,062,667.43 7,201,541.87
goods
Depreciation and amortization of
10,964,871.58 11,154,844.42
long-term assets
Business hospitality 1,210,508.19 1,575,490.94
Advertisement charge 812,177.09 547,154.17
242
深圳市深粮控股股份有限公司 2019 年年度报告全文
Sales commission 360,654.27 3,323,497.22
Port terminal fee 37,714,735.12 69,833,224.80
Property insurance premium 614,149.77 1,070,556.38
Handling charges 19,398,184.34 19,398,184.34
Automobile expenses 1,264,797.18
Other 16,237,163.67 13,908,901.70
Total 250,657,691.24 255,021,072.54
Other explanation:
64. Administration expenses
In RMB
Item Current period Last period
Labor and social security benefits 179,821,022.25 150,406,024.19
Communication fee 1,455,481.34 1,570,816.01
Vehicle usage fee 1,642,650.49 2,306,678.91
Low-value consumables 455,282.37 481,089.89
Repair cost 1,648,734.20 823,967.71
Depreciation and amortization of
25,150,631.86 32,279,753.91
long-term assets
Travel expenses 2,916,317.33 3,200,086.74
Business hospitality 3,009,307.39 3,338,547.23
Office expenses 11,683,054.84 7,879,468.54
Rental 1,341,629.55 2,142,501.24
Intermediary fees 9,081,062.59 14,370,730.10
Relocation and shutdown expenses 3,971,983.34 4,908,709.05
Other 18,515,858.05 22,835,462.95
Total 260,693,015.60 246,543,836.47
Other explanation:
65. R&D expenses
In RMB
Item Current period Last period
Labor and social security benefits 7,047,609.33 8,050,749.76
Depreciation cost 3,038,532.74 1,369,522.27
243
深圳市深粮控股股份有限公司 2019 年年度报告全文
Office expenses 133,060.44 778,680.36
Travel expenses 220,835.28 212,282.20
Logistics consumption 1,088,573.52 95,614.49
Intermediary fees 13,509.80
Maintenance and inspection fee 642,430.88 92,759.15
Material costs 64,264.97
Other 1,350,709.87 379,856.41
Total 13,599,526.83 10,979,464.64
Other explanation:
66. Financial expenses
In RMB
Item Current period Last period
Interest expenses 9,387,920.21 20,410,885.62
Less: Interest income 11,068,571.50 8,364,388.05
Exchange loss 240,479.24 -2,516,157.85
Other 803,557.13 600,973.53
Total -636,614.92 10,131,313.25
Other explanation:
67. Other income
In RMB
Sources Current Period Last Period
Amortization of deferred income (related
4,499,225.56 4,949,770.34
to assets)
Amortization of deferred income (related
536,736.14 283,476.42
to income)
Nanshan District independent Changxin
industry development special fund support
588,300.00 200,000.00
project (modern agriculture development
support project)
Subsidy for development of West Lake
80,000.00
Longjing tea industry
244
深圳市深粮控股股份有限公司 2019 年年度报告全文
Subsidy for Zhejiang tea industry
technology project (demonstration and
promotion of West Lake Longjing green
150,000.00
prevention and control and production
technology of slimming and reducing
drugs)
Industrial development guiding fund 170,697.00 425,763.00
Employment subsidy fund 13,950.34 201,886.98
Supporting the ability improvement project
300,000.00
of agricultural leading enterprises
Special fund for industrial development of
Futian District (support for annual and
quarterly growth, headquarters 1,050,000.00 2,749,600.00
identification and operation, e-commerce
sales and operation)
2017 e-commerce trading platform scale
1,000,000.00
incentive plan
Post stabilization subsidy 12,140.94 96,450.23
Support for modern agriculture project of
special fund for agricultural development
1,793,200.00
of Shenzhen Municipal Market
Supervision Bureau in 2019
Award for project leading enterprises of
Shenzhen market supervision and 200,000.00
Administration Bureau
Shenzhen Futian District Enterprise
Development Service Center retail industry 250,000.00
growth Award
Subsidy for intermediary fees of merger
and reorganization of Nanshan Economic 738,700.00
Promotion Bureau
Other 2,444,974.26 464,911.16
Total 12,297,924.24 10,901,858.13
68. Investment income
In RMB
Item Current period Last period
Long-term equity investment income
3,411,761.86 -1,755,504.74
measured by equity
245
深圳市深粮控股股份有限公司 2019 年年度报告全文
Investment income from disposal of long-term
127,368.82
equity investment
Income from financial products 6,299,093.96 3,029,857.89
Other*1 450,000.00
Total 9,838,224.64 1,724,353.15
Other explanation:
*1 The company received 450000.00 yuan of performance compensation from the minority shareholders of Guangzhou Shenbao
Mendao Tea Co., Ltd., an associated company.
69. Net exposure hedge gains
In RMB
Item Current period Last period
Other explanation:
70. Income of fair value changes
In RMB
Sources Current Period Last Period
Tradable financial assets 41,281.76 -474,740.24
Total 41,281.76 -474,740.24
Other explanation:
71. Credit impairment loss
In RMB
Item Current period Last period
Loss of bad debt of other account
137,829.70
receivable
Loss of bad debt of account receivable 3,358,926.67
Total 3,496,756.37
Other explanation:
72. Assets impairment loss
Whether implemented the new revenue standards
□Yes √No
In RMB
Item Current period Last period
246
深圳市深粮控股股份有限公司 2019 年年度报告全文
I. Bad debt losses -17,933,622.38
II. Provision for falling price of inventory -158,272,990.37 -173,498,864.92
VII. Impairment loss of fixed assets -4,482,037.94
XII. Impairment loss of intangible assets -3,721,498.27
Total -158,272,990.37 -199,636,023.51
Other explanation:
73. Income from assets disposal
In RMB
Sources Current Period Last Period
Profit and loss on disposal of non current
-170,437.85 1,601,802.27
assets
Total -170,437.85 1,601,802.27
74. Non-operating income
In RMB
Amount included in the current
Item Current period Last period
non-recurring profit and loss
Government grants 10,238.81 5,000.00 10,238.81
Income from liquidated
8,647.80 431,861.50 8,647.80
damages
Other 1,237,818.64 953,573.34 1,237,818.64
Total 1,256,705.25 1,390,434.84 1,256,705.25
Government grants reckoned into current gains/losses:
In RMB
Whether the
impact of
Whether Assets
Issuing subsidies on Amount of Amount of
Grants Issuing cause Property type special related/Incom
subject the current this period last period
subsidies e related
profit and
loss
Other explanation:
75. Non-operating expenditure
In RMB
247
深圳市深粮控股股份有限公司 2019 年年度报告全文
Amount included in the current
Item Current period Last period
non-recurring profit and loss
External donations 2,138,196.59 99,485.68 2,138,196.59
Penalty expenses (and
1,487,782.43 1,071.89 1,487,782.43
liquidated damages)
Inventory loss 8,590.79 8,590.79
Loss of scrap from non-current
1,546,307.69 393,959.39 1,546,307.69
assets
Tax overdue fine 50.03 23,243.76 50.03
Compensation 30,371.37 2,257,706.50 30,371.37
Other 590,007.88 490,981.21 590,007.88
Total 5,801,306.78 3,266,448.43 5,801,306.78
Other explanation:
76. Income tax expense
(1) Income tax expense
In RMB
Item Current period Last period
Current income tax expenses 33,845,702.24 15,461,101.10
Deferred income tax expenses 10,667,197.47 3,027,764.24
Total 44,512,899.71 18,488,865.34
(2) Adjustment process of accounting profit and income tax expenses
In RMB
Item Current Period
Total profit 429,029,356.18
Income tax expenses calculated by statutory tax rate 107,257,339.05
Impact from different tax rate apply with the subsidiary -1,913,923.60
Effect of adjusting income tax in the previous period 5,760,823.90
Impact of non taxable income -185,668,765.06
Impact on cost, expenses and losses that unable to deducted 42,211,788.22
Impact of the deductible loss on deferred income tax assets not
-194,669.77
recognized in the prior period of use
Unrecognized impacts of deductible temporary differences or
78,082,471.74
deductible losses on deferred income tax assets in the period
248
深圳市深粮控股股份有限公司 2019 年年度报告全文
Impact on R&D costs deduction -1,022,164.77
Income tax expenses 44,512,899.71
Other explanation
77. Other comprehensive income
Found more in annotations
78. Annotation of cash flow statement
(1) Cash received with other operating activities concerned
In RMB
Item Current period Last period
Intercourse funds and deposit 315,742,774.48 129,048,838.74
Government grants 13,481,962.54 10,773,611.37
Interest income 11,068,571.50 7,802,888.05
Other 1,687,675.71 1,445,214.16
Total 341,980,984.23 149,070,552.32
Note of cash paid with other operating activities concerned:
(2) Cash paid with other operating activities concerned
In RMB
Item Current period Last period
Intercourse funds and deposit 345,269,655.51 94,186,178.56
Operating daily expenses 187,235,981.81 213,908,218.92
Other 1,309,829.12 2,872,489.04
Total 533,815,466.44 310,966,886.52
Note of cash paid with other operating activities concerned:
(3) Cash received with other investment activities concerned
In RMB
Item Current period Last period
Performance compensation 450,000.00
Total 450,000.00
Note of cash received with other investment activities concerned:
249
深圳市深粮控股股份有限公司 2019 年年度报告全文
(4) Cash paid related with investment activities
In RMB
Item Current period Last period
Note of cash paid related with investment activities:
(5) Cash received with other financing activities concerned
In RMB
Item Current period Last period
Note of cash received with other financing activities concerned:
(6) Other cash paid related with financing activities
In RMB
Item Current period Last period
Other 72,997.72
Total 72,997.72
Note of other cash paid related with financing activities:
79. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
In RMB
Supplementary information Current period Last period
1. Net profit adjusted to cash flow of
-- --
operation activities:
Net profit 384,516,456.47 320,855,724.38
Add: Impairment provision for assets 158,272,990.37 199,636,023.51
Depreciation of fixed assets, consumption of
oil assets and depreciation of productive 75,859,013.01 79,619,849.04
biology assets
Amortization of intangible assets 20,201,439.04 18,007,582.56
Amortization of long-term pending expenses 6,893,897.25 6,742,417.85
Loss from disposal of fixed assets, intangible
assets and other long-term assets (income is 170,437.85 -1,601,802.27
listed with “-”)
250
深圳市深粮控股股份有限公司 2019 年年度报告全文
Losses on scrapping of fixed assets (income
1,546,307.69 393,959.39
is listed with “-“)
Loss from change of fair value (income is
-41,281.76 474,740.24
listed with “-“)
Financial expenses (income is listed with
9,387,920.21 18,627,801.26
“-”)
Investment loss (income is listed with “-”) -9,838,224.64 -1,724,353.15
Decrease of deferred income tax assets
11,091,880.02 3,560,166.42
(increase is listed with “-”)
Decrease of deferred income tax
-424,682.55 -532,402.18
asset( (increase is listed with “-”)
Decrease of inventory (increase is listed with
-253,136,934.86 -46,833,652.80
“-”)
Decrease of operating receivable accounts
219,606,344.91 -308,973,425.11
(increase is listed with “-”)
Increase of operating payable accounts
-430,554,982.67 10,851,006.44
(decrease is listed with “-”)
Other -3,496,756.37
Net cash flow arising from operating
190,053,823.97 299,103,635.58
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 154,954,757.85 631,638,339.68
Less: Balance of cash at year-begin 631,638,339.68 544,440,739.45
Net increasing of cash and cash equivalents -476,683,581.83 87,197,600.23
(2) Net cash paid for obtaining subsidiary in the Period
In RMB
Amount
Including: --
Including: --
Including: --
Other explanation:
(3) Net cash received by disposing subsidiary in the Period
In RMB
251
深圳市深粮控股股份有限公司 2019 年年度报告全文
Amount
Including: --
Including: --
Including: --
Other explanation:
(4) Constitution of cash and cash equivalent
In RMB
Item Ending balance Opening balance
I. Cash 154,954,757.85 631,638,339.68
Including: Cash on hand 191,650.33 282,322.45
Bank deposit available for payment
154,658,586.69 631,190,032.12
at any time
Other monetary fund available for
104,520.83 165,985.11
payment at any time
III. Balance of cash and cash equivalent at
154,954,757.85 631,638,339.68
period-end
Other explanation:
80. Notes of changes of owners’ equity
Explain the name and adjusted amount in “Other” at end of last period:
81. Assets with ownership or use right restricted
In RMB
Item Ending book value Reasons for restriction
According to the long-term loan mortgage
contract signed by Dongguan Shenliang
Logistics, a subsidiary of the Company,
and Agricultural Development Bank,
Dongguan Logistics mortgaged the land
(DFGY (2014) DT No. 6) of No. 32,
Fixed assets 366,455,515.01
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.
252
深圳市深粮控股股份有限公司 2019 年年度报告全文
1. According to the loan contract of
“Guangdong DG 2017 NGDZ No.
006” signed by Dongguan
FoodIndustrial Park, a subsidiary of
the Company, and Bank of
Communications Guangdong Branch,
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 collateral for the
Intangible assets 123,477,062.22
borrowing.
2.According to the long-term loan
mortgage contract signed by the Company
and Dongguan Branch of Agricultural
Development Bank, the Company
mortgaged the land (Yue (2016) Dongguan
Real Estate Property No.0028527) of lands
located in Jingang South Road, Zhangpeng
Village, Machong Town, Dongguan City to
Dongguan Branch of Agricultural
Development Bank as collateral for the
loan.
Construction in progress 120,065,528.37 The reason is the same as fixed assets.
Total 609,998,105.60 --
Other explanation:
82. Foreign currency monetary items
(1) Foreign currency monetary items
In RMB
Ending foreign currency
Item Convert rate Ending RMB balance converted
balance
Monetary funds -- -- 1,693,799.62
Including: USD 216,627.16 6.9762 1,511,234.39
EURO
HKD 203,805.88 0.8958 182,565.23
Account receivable -- -- 3,455,506.08
253
深圳市深粮控股股份有限公司 2019 年年度报告全文
Including: USD 477,398.68 6.9762 3,330,416.08
EURO
HKD 139,640.54 0.8958 125,090.00
Long-term loans -- --
Including: USD
EURO
HKD
Other explanation:
(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
83. Hedging
Disclosed hedging items and relevant hedging instrument based on hedging’s category, disclosed qualitative and quantitative
information for the arbitrage risks:
84. Government grants
(1) Government grants
In RMB
Amount reckoned into current
Category Amount Item
gains/losses
(1) Base of further processing
1,100,000.00 Deferred income 275,000.00
for tea and nature plants
(2) Enterprise technology center
is a municipal R&D center.
1,987,301.17 Deferred income 204,024.60
Subsidies for industrial
technological advancement
(3) Project grants for years for
312,307.72 Deferred income 129,230.76
agricultural district, Xihu Zone
254
深圳市深粮控股股份有限公司 2019 年年度报告全文
(4)Key technology research and
development for the preparation
of high-quality aroma extracts 243,233.62 Deferred income 8,119.68
based on the use of tea aroma
precursors
(5)Key technology research and
development for the preparation
of high-quality aroma extracts 241,323.58 Deferred income 199,513.92
based on the use of tea aroma
precursors
(6) Finance Discount 337,222.22 Deferred income 337,222.22
(7) Industrialization of instant
2,084,136.67 Deferred income 196,445.88
tea powder
(8) Grant for key technology
research and industrialization of 153,011.21 Deferred income 14,245.02
instant tea powder
(9) Special fund for the
development of strategic
emerging industries in
Shenzhen(plant deep processing 3,538,892.95 Deferred income 351,209.08
engineering) (Shen
Development & Reform No.
20131601)
(10)Construction amount for 50
tons for clearly processing for 500,000.00 Deferred income 125,000.02
Mingyou tea
(11) Subsidy for tea seeding of
46,129.96 Deferred income 1,109.28
New Tea Garden in Wangkou
(12) Subsidy for supply system
construction of agricultural 750,000.00 Deferred income 200,000.00
products
(13) Grain storage project of
Dongguan Shenliang Logistics 8,242,417.83 Deferred income 262,257.12
Co., Ltd. - Storage A
(14) Phase II of grain storage
project of Dongguan Shenliang 32,968,699.52 Deferred income 1,031,300.52
Logistics Co., Ltd.- Storage B
255
深圳市深粮控股股份有限公司 2019 年年度报告全文
(15) Grain, oil and food
headquarters and innovative
public service platform of 18,000,000.00 Deferred income
Dongguan Shenliang Logistics
Co., Ltd.
(16) Special funds for
intelligent upgrading and
transformation of grain 5,100,000.00 Deferred income
warehouse for the 2017 “Grain
Safety Project”
(17) Construction of 450000 ton
silos and 60000 ton film silos
17,491,764.71 Deferred income 104,117.64
-CDE warehouse. Gas storage
bin
(18) Special fund for
agricultural development of
2016- agricultural product
safety testing project- capacity 492,000.00 Deferred income 164,000.00
building of the third party
inspection institution expansion
evaluation
(19) Agricultural product safety
testing project of the special
fund for agricultural 1,026,000.00 Deferred income 342,000.00
development of 2016 -
Central investment fund
(20) Construction of O2O
community sales service system
for high quality grain and oil 1,789,411.20 Deferred income 38,576.04
based on B2C E-commerce
platform
(21) Industrialization of Doximi
2,813,684.01 Deferred income 852,589.88
E-commerce platform
(22) Commercial circulation
development project funding for 524,000.00 Deferred income
year of 2017
(23) Intelligent management of
grain depot based on mobile 866,666.64 Deferred income 200,000.04
internet
256
深圳市深粮控股股份有限公司 2019 年年度报告全文
(24) Nanshan District
independent Changxin industry
development special fund
588,300.00 Other income 588,300.00
support project (modern
agriculture development
support project)
(25) Industrial development
170,697.00 Other income 170,697.00
guiding fund
(26) Employment subsidy fund 13,950.34 Other income 13,950.34
(27) Special fund for industrial
development of Futian District
(support for annual and
quarterly growth, headquarters 1,050,000.00 Other income 1,050,000.00
identification and operation,
e-commerce sales and
operation)
(28) Post stabilization subsidy 12,140.94 Other income 12,140.94
(29) Support for modern
agriculture project of special
fund for agricultural
1,793,200.00 Other income 1,793,200.00
development of Shenzhen
Municipal Market Supervision
Bureau in 2019
(30) Award for project leading
enterprises of Shenzhen market
200,000.00 Other income 200,000.00
supervision and Administration
Bureau
(31) Shenzhen Futian District
Enterprise Development
250,000.00 Other income 250,000.00
Service Center retail industry
growth Award
(32) Subsidy for intermediary
fees of merger and
738,700.00 Other income 738,700.00
reorganization of Nanshan
Economic Promotion Bureau
(33) Other government
subsidies related to daily 2,444,974.26 Other income 2,444,974.26
business activities
(34) Other government
subsidies related to daily 10,238.81 Non operating income 10,238.81
business activities
257
深圳市深粮控股股份有限公司 2019 年年度报告全文
Total 107,880,404.36 12,308,163.05
(2) Government grants rebate
□ Applicable √Not applicable
Other explanation:
85. Other
VIII. Changes of consolidation range
1. Enterprise merger not under the same control
(1) Enterprise merger not under the same control
In RMB
Income of Net profit of
Standard to
Time point Cost of Ratio of Acquired acquiree from acquiree from
Purchasing determine the
Acquiree for equity equity equity way Equity purchasing purchasing
date purchasing
obtained obtained obtained obtained way date to date to
date
period-end period-end
Other explanation:
(2) Combination cost and goodwill
In RMB
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
In RMB
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:
258
深圳市深粮控股股份有限公司 2019 年年度报告全文
(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
(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
In RMB
Income of the Net profit of
combined the combined
Income of the Net profit of
party from party from
Basis of Standard to combined the combined
Equity ratio period-begin period-begin
combined Combination determine the party during party during
Acquiree obtained in of of
under the date combination the the
combination combination combination
same control date comparison comparison
to the to the
period period
combination combination
date date
Other explanation:
(2) Combination cost
In RMB
Combination cost
Explanation on contingent consideration and its changes:
Other explanation:
(3) Book value of the assets and liability of the combined party on combination date
In RMB
On purchasing date At end of last period
Contingent liability of the combined party bear during combination:
Other explanation:
259
深圳市深粮控股股份有限公司 2019 年年度报告全文
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:
During the reporting period, the company cancelled Hangzhou Chunshi Network Technology Co., Ltd.
6. Other
IX. Equity in other entity
1. Equity in subsidiary
(1) Constitute of enterprise group
Main operation Share-holding ratio
Subsidiary Registered place Business nature Acquired way
place Directly Indirectly
Shenbao
Shenzhen Shenzhen Manufacturing 100.00% Establishment
Huacheng
Wuyuan Ju Fang
Shangrao Shangrao Manufacturing 100.00% Establishment
Yong
Shenbao Sanjing Huizhou Shenzhen Manufacturing 100.00% Establishment
Huizhou Shenbao Huizhou Huizhou Comprehensive 100.00% Establishment
Property
Shenbao Property Shenzhen Shenzhen 100.00% Establishment
management
Shenbao
Wholesale
Industrial & Huizhou Shenzhen 100.00% Establishment
business
Trading
Ju Fang Yong
Hangzhou Hangzhou Comprehensive 100.00% Establishment
Holding
260
深圳市深粮控股股份有限公司 2019 年年度报告全文
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
Wholesale
Chunshi Network Hangzhou Hangzhou 100.00% Establishment
business
Shenshenbao Investment
Shenzhen Shenzhen 100.00% Establishment
Investment management
Shenshenbao Tea
Shenzhen Shenzhen Commerce 100.00% Establishment
Culture
Ju Fang Yong Wholesale
Hangzhou Hangzhou 60.00% Establishment
Trading business
Pu'er Tea Supply Wholesale
Pu’er Pu’er 100.00% Establishment
Chain business
Wholesale
Shenbao Food Huizhou Huizhou 100.00% Establishment
business
Shenbao Rock
Wuyishan Wuyishan Manufacturing 100.00% Establishment
Tea
Pu’er Tea Trading
Pu’er Pu’er Service industry 55.00% Establishment
Center
Shenbao
Shenzhen Shenzhen Commerce 100.00% Establishment
Tea-Shop
Fuhaitang
Hangzhou Hangzhou Catering 100.00% Establishment
Catering
Grain & oil Combine under
SZCG Shenzhen Shenzhen 100.00%
trading the same control
Combine under
Shenzhen Flour Shenzhen Shenzhen Flour processing 100.00%
the same control
Hualian Grain & Grain & oil Combine under
Shenzhen Shenzhen 100.00%
oil trading trading the same control
Combine under
Hainan Haitian Haikou Haikou Feed production 100.00%
the same control
Shenliang Quality Combine under
Shenzhen Shenzhen Inspection 100.00%
Inspection the same control
Combine under
Doximi Shenzhen Shenzhen E-commerce 100.00%
the same control
261
深圳市深粮控股股份有限公司 2019 年年度报告全文
Fresh food
Cold-Chain Combine under
Shenzhen Shenzhen management 100.00%
Logistic the same control
on-line
Sales and
processing of Combine under
Big Kitchen Shenzhen Shenzhen 70.00%
grain ,oil and the same control
products
Real estate
Shenliang Real development and Combine under
Shenzhen Shenzhen 100.00%
Estate property the same control
management
Shenliang Property Combine under
Shenzhen Shenzhen 100.00%
Property management the same control
Combine under
Yingkou Storage Yingkou Yingkou Storage 100.00%
the same control
Dongguan Combine under
Dongguan Dongguan Storage, logistics 51.00%
Logistics the same control
International Port operation, Combine under
Dongguan Dongguan 51.00%
Food food production the same control
Dongguan Grain Food Combine under
Dongguan Dongguan 51.00%
and Oil production the same control
Dongguan Combine under
Dongguan Dongguan Feed, biofertilizer 51.00%
Jinying the same control
Construction of
food base and
development of Combine under
Shuangyashan Shuangyashan Shuangyashan 51.00%
related the same control
complementary
facility
Construction of
food base and
development of Combine under
Hongxinglong Shuangyashan Shuangyashan 51.00%
related the same control
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 consolidates statement:
Basis of termination of agent or consignor:
Other explanation:
262
深圳市深粮控股股份有限公司 2019 年年度报告全文
(2) Important non-wholly-owned subsidiary
In RMB
Dividend announced to
Share-holding ratio of Gains/losses attributable Ending equity of
Subsidiary distribute for minority in
minority to minority in the Period minority
the Period
Dongguan Logistics 49.00% 13,660,865.00 6,370,000.00 161,347,309.85
Explanation on holding ratio different from the voting right ratio for minority shareholders:
Other explanation:
(3) Main finance of the important non-wholly-owned subsidiary
In RMB
Ending balance Opening balance
Subsidia Non-curr Non-curr Non-curr Non-curr
Current Total Current Total Current Total Current Total
ry ent ent ent ent
assets assets liabilities liabilities assets assets liabilities liabilities
assets liabilities assets liabilities
Donggua
179,203, 1,469,04 1,648,24 208,523, 930,441, 1,138,96 634,938, 920,908, 1,555,84 679,025, 610,420, 1,289,44
n
637.28 2,115.86 5,753.14 832.06 696.91 5,528.97 480.46 724.11 7,204.57 611.19 685.53 6,296.72
Logistics
In RMB
Current Period Last Period
Cash flow Cash flow
Total Total
Subsidiary Operating from Operating from
Net profit comprehensi Net profit comprehensi
income operation income operation
ve income ve income
activity activity
Dongguan 2,104,716,24 30,329,316.3 30,329,316.3 55,873,900.0 2,067,066,71 29,966,638.0 29,966,638.0 225,829,600.
Logistics 8.04 2 2 7 1.86 4 4 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:
263
深圳市深粮控股股份有限公司 2019 年年度报告全文
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
In RMB
Other explanation
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 investment for
Associated Registered place Business nature
place Directly Indirectly joint venture and
enterprise
associated
enterprise
Zhuhai Hengxing
Aquatic fee and
Feed Industrial Zhuhai Zhuhai 40.00% Equity
animal fee
Co., Ltd.
Shenliang
Intelligent Wulian
Equity Equity
Investment Fund investment;
Shenzhen Shenzhen 49.02% Equity
(Shenzhen) investment
Partnership consultant
Enterprise
(Limited)
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
In RMB
Ending balance/Current Period Opening balance/Last Period
Other explanation
264
深圳市深粮控股股份有限公司 2019 年年度报告全文
(3) Main financial information of the important associated enterprise
In RMB
Ending balance/Current Period Opening balance/Last Period
Shenliang Intelligent Shenliang Intelligent
Wulian Equity Wulian Equity
Zhuhai Hengxing Feed Zhuhai Hengxing Feed
Investment Fund Investment Fund
Industrial Co., Ltd. Industrial Co., Ltd.
(Shenzhen) Partnership (Shenzhen) Partnership
Enterprise (Limited) Enterprise (Limited)
Current assets 74,426,214.45 21,145,350.77 84,582,623.37 47,135,530.32
Non current assets 31,819,375.02 31,759,785.55 35,353,460.47
Total Assets 106,245,589.47 52,905,136.32 119,936,083.84 47,135,530.32
Current liabilities 26,931,271.22 45,953,143.23
Non current liabilities 629,319.69 612,782.33
Total liabilities 27,560,590.91 46,565,925.56
Shareholders' equity
attributable to the parent 78,684,998.56 52,905,136.32 73,370,158.28 47,135,530.32
company
Share of net assets
calculated by 31,473,999.42 25,934,097.82 29,348,063.31 23,105,836.96
shareholding ratio
Adjustment items 162,707.80 -174.47 162,707.80 -174.47
--Others 162,707.80 -174.47 162,707.80 -174.47
Book value of equity
investment in associated 31,636,707.22 25,933,923.35 29,510,771.11 23,105,662.49
enterprises
Business income 519,490,991.03 530,961,192.22
Net profit 5,314,840.28 5,769,606.00 5,671,481.28 -3,864,469.68
Total comprehensive
5,314,840.28 5,769,606.00 5,671,481.28 -3,864,469.68
income
Other explanation
(4) Financial summary for non-important Joint venture and associated enterprise
In RMB
Ending balance/Current Period Opening balance/Last Period
Joint venture: -- --
Amount based on share-holding ratio -- --
265
深圳市深粮控股股份有限公司 2019 年年度报告全文
Associated enterprise: -- --
Total book value of investment 15,790,681.53 18,383,233.21
Amount based on share-holding ratio -- --
-- Net profit -1,542,435.11 -2,292,467.54
-- Total comprehensive income -1,542,435.11 -2,292,467.54
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
In RMB
Un-recognized losses not
Joint venture/Associated Cumulative un-recognized Cumulative un-recognized
recognized in the Period (or net
enterprise losses losses at period-end
profit enjoyed in the Period)
Changzhou Shenbao Chacang
8,367,950.07 282,475.61 8,650,425.68
E-business Co., ltd.
Shenzhen Shichumingmen
Restaurant Management Co., 3,491,151.31 324,443.70 3,815,595.01
Ltd.
Other explanation
(7) Unconfirmed commitment with joint venture investment concerned
No unconfirmed commitment with joint venture investment concerned in the period.
(8) Intangible liability with joint venture or affiliates investment concerned
No intangible liability with joint venture or affiliates investment concerned in the period.
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:
266
深圳市深粮控股股份有限公司 2019 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 a financial loss caused by the counter party’s failure to fulfill its contractual
obligations. The credit risk mainly arises from monetary funds, account receivable and other account receivable so
on. 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 2019, the top five client’s account receivable takes 50.10% 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 Ⅻ.
(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.
(iii) Market risk
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深圳市深粮控股股份有限公司 2019 年年度报告全文
1. 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 had signde any forward exchange contract or
monetary exchange contract.
The foreign exchange risks faced by the company mainly come from financial assets and financial liabilities
denominated in us dollars. The amount of foreign currency financial assets and foreign currency financial
liabilities converted into RMB is shown in this report.
2. 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.
3. 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
In RMB
Ending fair value
Item
First-order Second-order Third-order Total
I. Sustaining measured by
-- -- -- --
fair value
1.Financial assets
measured by fair value
and with variation 1,166,209.72 1,166,209.72
reckoned into current
gains/losses
(2) Equity instrument
1,166,209.72 1,166,209.72
investment
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Other non current
57,500.00 57,500.00
financial assets
II. Non-persistent measure -- -- -- --
2. Recognized basis for the market price sustaining and non-persistent measured by fair value on
first-order
The financial assets measured at fair value and recorded in the current profit and loss are the stocks of the company listed on the
shenzhen stock exchange held by the company, and the fair value of the equity instrument investment is based on the closing price on
December 31.
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
For other non-current financial assets held, the company measures the investment cost as a reasonable estimate of fair value because
the operating environment, operating conditions and financial conditions of the invested enterprise have not changed significantly.
XII. Related party and related transactions
1. Parent company
Ratio of shareholding Ratio of voting right
Parent company Registration place Business nature Registered capital
on the Company on the Company
Investing in industry,
development,
Shenzhen Food
Shenzhen operation and 5 billion yuan 63.79% 63.79%
Group Co., Ltd.
management of the
own property
Explanation on parent company of the enterprise
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Ultimate controller of the Company is Shenzhen Municipal People’s Government State-Owned Assets Supervision and
Administration Commission.
Other explanation:
2. Subsidiary
Subsidiary of the Company found more in Note "1. Equity in subsidiaries" of Note IX-Equity in other entity
3. Joint venture and associated enterprise
Joint Venture of the Company found more in Note "3. Equity in joint arrangement or joint venture" of Note IX-Equity in other entity
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
Shenzhen Duoxi Equity Investment Fund Management Co., Ltd. Joint venture of the company
Shenzhen Shenyuan Data Technology Co., Ltd. Joint venture of the company
Shenzhen Shichumingmen Catering Management Co., Ltd. Joint venture of the company
Other explanation
4. Other related party
Other related party Relationship with the Enterprise
Shareholder of the Company, subsidiary of the actual controller,
Shenzhen Agricultural Products Co., Ltd
controlled by the same ultimate controlling party
Subsidiary of the actual controller, Controlled by the same
Zhanjiang Haitian Aquatic Feed Co., Ltd
ultimate controlling party
Dongguan Fruit and Vegetable Non-staple Food Market Co., Ltd Minority shareholder of controlling subsidiary
Subsidiary of the actual controller, Controlled by the same
Taizhong Agricultural Co., Ltd
ultimate controlling party
Former shareholder of the Company, Controlled by the same
Shenzhen Investment Holding Co., Ltd
ultimate controlling party
Former shareholder of the Company, Controlled by the same
Shenzhen Investment Management 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 Logistic Controlling subsidiary of Shenzhen Agricultural Products Co.,
Management Co., Ltd Ltd
Zhanjiang Changshan (Shenzhen) Ecological Aquaculture Co.,
Has the same parent company
Ltd
Former shareholder of Shenzhen Agricultural Products Co., Ltd,
Shenzhen Yixin Investment Co., Ltd
Controlled by the same ultimate controlling party
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen Shenliang Cold Transport Co., Ltd. Holding subsidiary of the company's associated enterprise
Other explanation
5. Related transaction
(1) Goods purchasing, labor service providing and receiving
Goods purchasing/labor service receiving
In RMB
Whether more than
Related transaction Approved transaction
Related party Current Period the transaction limit Last Period
content limit
(Y/N)
Shenzhen Shenyuan Information
Data Technology software 14,950,911.00
Co., Ltd. development
Goods sold/labor service providing
In RMB
Related party Related transaction content Current Period Last Period
Shenzhen Shichumingmen
Grain and oil sales 59.60 246.15
Catering Management Co., Ltd.
Shenzhen Higreen International
Agricultural Products Logistic Sales of tea 6,557.52
Management Co., Ltd
Shenzhen Duoxi Equity
Investment Fund Management Sales of tea 3,888.50
Co., Ltd.
Shenzhen Shenyuan Data
Sales of tea 13,769.92
Technology Co., Ltd.
Shenzhen Agricultural Products
Grain and oil sales 257,685.89
Co., Ltd
Shenzhen Food Group Co., Ltd. Grain and oil sales 19,650.58
Dongguan Fruit Vegetable
Non-staple Food Trading Grain and oil sales 9,318.19
Market Co., Ltd.
Shenzhen Shenyuan Data
Grain and oil sales 31,608.31
Technology Co., Ltd.
Shenzhen Shenliang Cold
Warehousing Services 659,146.82
Transport Co., Ltd.
Shenzhen Food Group Co., Ltd. Asset Management 2,204,153.02
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Explanation on goods purchasing, labor service providing and receiving
(2) Related trusteeship management/contract & entrust management/ outsourcing
Trusteeship management/contract:
In RMB
Managed
Managed
earnings
Client/Contract-o Entrusting Trustee/assets earnings /pricing
Trustee /start Trustee /ends confirmed in the
ut party party/Contractor contract of the contract
period / contract
earnings
earnings
Related managed/contract:
Entrusted management/outsourcing:
In RMB
Managed
Managed
earnings
Client/Contract-o Entrusting Trustee/assets earnings /pricing
Trustee /start Trustee /ends confirmed in the
ut party party/Contractor contract of the contract
period / contract
earnings
earnings
Related management/ outsourcing:
(3) Related lease
As a lessor for the Company:
In RMB
Lease income in recognized in Lease income in recognized last
Lessee Assets type
the Period the Period
Shenzhen Shichumingmen
Operating site 1,105,650.14 1,006,451.61
Catering Management Co., Ltd.
Shenzhen Food Group Co., Ltd. Operating site 160,571.43
Shenzhen Shenyuan Data
Operating site 288,066.67
Technology Co., Ltd.
As lessee:
In RMB
Lease income in recognized in Lease income in recognized last
Lessor Assets type
the Period the Period
Shenzhen Investment Holdings
Operating site 2,183,266.63 2,311,760.06
Co., Ltd.
Shenzhen Food Group Co., Ltd. Warehouse leasing 28,434,200.00 28,434,200.00
Shenzhen Food Group Co., Ltd. Office space 667,290.27 345,210.00
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Explanation on related lease
(4) Related guarantee
As guarantor
In RMB
Whether the guarantee
Secured party Guarantee amount Guarantee start date Guarantee expiry date
has been fulfilled
Changzhou Shenbao Until the principal and
Chacang E-business Co., 5,,000,000.00 2011-12-20 interest of the loan are No
ltd. settled
As secured party
In RMB
Whether the guarantee
Guarantor Guarantee amount Guarantee start date Guarantee expiry date
has been fulfilled
Dongguan Fruit
Vegetable Non-staple
90,260,157.96 2016-12-27 2021-12-26 No
Food Trading Market
Co., Ltd.
Dongguan Fruit
Vegetable Non-staple
251,655,864.84 2018-07-27 2032-08-29 No
Food Trading Market
Co., Ltd.
Dongguan Fruit
Vegetable Non-staple
93,621,689.35 2019-05-09 No
Food Trading Market
Co., Ltd. *1
Dongguan Houjie Xunda
7,368,800.69 2019-01-25 2031-01-24 No
Industrial Co., Ltd.
Dongguan Fruit
Vegetable Non-staple
7,368,800.69 2019-01-25 2031-01-24 No
Food Trading Market
Co., Ltd.
Explanation on related guarantee
*1 The maturity date of the related guarantee is two years after the expiry date or two years after the refund date.
(5) Related party’s borrowed funds
In RMB
Related party Borrowing amount Starting date Maturity date Note
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Borrowing
Lending
(6) Related party’s assets transfer and debt reorganization
In RMB
Related party Related transaction content Current Period Last Period
(7) Remuneration of key manager
In RMB
Item Current Period Last Period
(8) Other related transaction
6. Receivable and payable of related party
(1) Receivable item
In RMB
Ending balance Opening balance
Item Name Related party
Book balance Bad debt provision Book balance Bad debt provision
Other account Shenzhen Yixin
10,431,232.87 5,215,616.44
receivable Investment Co., Ltd.
Changzhou Shenbao
Other account
Chacang E-business 24,350,611.65 21,803,513.37 20,413,947.34 17,819,381.02
receivable
Co., ltd.
Shenzhen
Shichumingmen
Other account
Catering 1,382,651.77 469,107.98 1,429,898.28 275,978.87
receivable
Management Co.,
Ltd.
Shenzhen Higreen
International
Other account Agricultural
50,000.00
receivable Products Logistic
Management Co.,
Ltd
Shenzhen Shenliang
Other account
Cold Transport Co., 3,831.12
receivable
Ltd.
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深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen
Other account
Investment Holdings 415,644.52 433,469.10
receivable
Co., Ltd.
(2) Payable item
In RMB
Item Name Related party Ending book balance Opening book balance
Shenzhen Investment
Dividend payable 2,690,970.14 2,690,970.14
Management Co., Ltd
Shenzhen Fruits and Vegetables
Other account payable 245,714.59
Trading Co., Ltd
Other account payable Shenzhen Food Group Co., Ltd. 219,472.47 53,470,612.86
Shenzhen Duoxi Equity
Other account payable Investment Fund Management 41,486.00 41,486.00
Co., Ltd.
Zhanjiang Changshan
Other account payable (Shenzhen) Ecological 7,988,954.17 7,967,662.50
Aquaculture Co., Ltd
Shenzhen Investment
Other account payable 3,510,297.20 3,510,297.20
Management Co., Ltd
Shenzhen Shichumingmen
Other account payable 184,275.00
Catering Management Co., Ltd.
Shenzhen Shenliang Cold
Other account payable 2,790.00
Transport Co., Ltd.
7. Related party commitment
8. Other
XIII. Share-based payment
1. Overall situation of share-based payment
□ Applicable √Not applicable
2. Share-based payment settled by equity
□ Applicable √Not applicable
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深圳市深粮控股股份有限公司 2019 年年度报告全文
3. Share-based payment settled by cash
□ Applicable √Not applicable
4. Modification and termination of share-based payment
5. Other
XIV. Commitment or contingency
1. Important commitments
Important commitments on balance sheet date
The Company has no important commitments that need to disclosed up to 31 December 2019.
2. Contingency
(1) Contingency on balance sheet date
(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. (hereinafter referred to as
Agricultural Products Guarantee Company) submitted a “Civil Appeal” to the People’s Court of Futian District,
Shenzhen, requesting Changzhou Shenbao Chacang E-commence Co., Ltd. (hereinafter referred to as 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. On April 26, 2019, the Shenzhen
Intermediate People's Court made a civil judgment (Civil Judgment (2017) Yue 03 Min Zhong No. 12296), and
judged Shenzhen Shenbao Industrial Co., Ltd. (now renamed as Shenzhen Cereals Holdings Co., Ltd.) to
undertake a joint and several liability for the of Changzhou Shenbao Chacang E-Commerce Co., Ltd. within the
scope of 3.5 million yuan. Shenzhen Shenbao Industrial Co., Ltd. (now renamed as Shenzhen Cereals Holdings
Co., Ltd.) has the right to claim compensation from Changzhou Company after the payment. Currently, the
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深圳市深粮控股股份有限公司 2019 年年度报告全文
judgment has taken effect.
As of December 31, 2019, the company confirmed the estimated debt of 3.5 billion yuan.
(2) Contract disputes between the Company’s subsidiaries, Mount Wuyi Shenbao Rock Tea Co., Ltd. (hereinafter
referred to as Wuyishan Rock Tea Company) and Hangzhou Ju Fang Yong Holding s 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
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 RMB 5,212,301.40 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.
On April 18, 2019, Shenzhen International Arbitration Court heard the arbitration case in court. Since relevant
matters are still to be determined and ascertained, the two parties concerned shall provide supplementary defense
materials to the court. Currently, the case has not yet been arbitrated by Shenzhen International Arbitration Court.
As of the date of approval of the financial statements, the Shenzhen Arbitration Commission has not yet determined
the arbitrator and the date of the hearing.
As of December 31, 2019, the company has accrued RMB 4,469,493.65 bad debt provision.
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(3)Disputes on mung bean business between Shenzhen Cereals Group (SZCG) 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 RMB 30 million. 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 30th June 2019, 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 among Shenzhen Cereals Group, Hualian Grain and Oil, Guangzhou Jinhe Feed Co., Ltd.
and Huang Xianning 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 RMB 83,224.00; Huang Xianning 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.
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深圳市深粮控股股份有限公司 2019 年年度报告全文
The case is still in enforcement, and the other party has not paid any money, Shenzhen Cereals Group has made
provision for bad debts in proportion to 100% of the accounts receivable of RMB 10,455,600 of Guangzhou Jinhe
Company.
According to the “Commitment Letter of Shenzhen Fude State-owned Capital Operation Co., Ltd.(named as
Shenzhen Food Group Co., Ltd. now) on the Pending Litigation of Shenzhen Cereals Group Co., Ltd.”, If
Shenzhen Cereals Group Co., Ltd. and its holding subsidiaries suffer any claims, compensation, losses or
expenses due to the contract disputes with Guangzhou Jinhe Feed Co., Ltd. and Huangxianning Import Agent,
Shenzhen Fude State-owned Capital Operation Co., Ltd. will assume the compensation or loss caused by the
lawsuits.
(5) 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 RMB 2,396,300, 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 31 December 2019, 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.
(6) 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 RMB 2,958,600 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 RMB 1,638,900. As of 31 December 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.
(7)Contract disputes between Hualian Grain and Oil Company and Liangshuntong Company
On 15 November 2019, Dalian Liangshuntong Supply Chain Management Co., Ltd. (hereinafter referred to as
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深圳市深粮控股股份有限公司 2019 年年度报告全文
“Liangshuntong Company”) filed a civil lawsuit with Shenzhen Futian District People’s Court (hereinafter
referred to as “Futian Court”) on the grounds of contract dispute. Shenzhen Hualian Grain & Oil Trade Co., ltd.
(hereinafter referred to as “Hualian Grain and Oil Company”) is required to return the deposit of RMB 30 million,
interest of RMB 652500, corn supply chain service fee of RMB 500000 and settlement of RMB 2.2592 million , a
total of RMB 33.4117 million.
On 20 November 2019, Hualian Grain and Oil Company countersued the Liangshuntong Company with the
appeals as: 1. order Liangshuangtong Company to pay the profit and loss difference of the purchase and sale
contract to Hualian Grain and Oil Company and the whole expenses arising from corn business RMB
26,504,205.13 as well as the capital cost RMB 10,336,285.11 (the capital cost shall be calculated until the actual
date of payment and is temporarily calculated until November 25, 2019), RMB 36,840,490.24 in total; 2. order
that the costs of the case be borne by Liangshuntong Company, the case is currently in session.
On 10 December 2019, Hualian Grain and Oil Company filed a lawsuit to Futian Court with request as: 1. order
Liangshuangtong Company to pay the profit and loss difference of the purchase and sale contract to Hualian Grain
and Oil Company and the whole expenses arising from corn business RMB 461,856.61 and capital cost of RMB
4,030,008.42 (the capital cost shall be calculated until the actual date of payment and is temporarily calculated
until 10 December, 2019). RMB 4,491,865.03 in total; 2. order that the costs of the case be borne by
Liangshuntong Company, the case is currently in session.
(2) If the Company has no important contingency need to disclosed, explain reasons
The Company has no important contingency that need to disclose.
3. Other
XV. Events after balance sheet date
1. Important non adjustment matters
In RMB
Impact on financial status and Reasons of fails to estimate the
Item Content
operation results impact
2. Profit distribution
In RMB
Profit or dividend to be distributed 230,507,050.80
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3. Sales return
4. Other events after balance sheet date
Evaluation of the COVID-19 epidemic
Since the outbreak of pneumonia caused by novel coronavirus infection (hereinafter referred to as “Pneumonia”)
national wide in January 2020, the prevention and control of Pneumonia is continuing throughout the county.
The Pneumonia may affect the normal production and operation of the company to a certain extent, which will
depend on the duration of the epidemic prevention and control situation and the implementation of various control
policies.
In order to fight against the epidemic of Pneumonia, the company and its subordinate units took full actions to
resolutely implemented the relevant decisions and plans made by the CPC central committee, the sate council and
the HQ of the Company and the regions where they work to prevent and control the epidemic, improve the
prevention and control mechanism and the arrangement of measures, take multiple measures in line with the
actual conditions of all subordinate units, and resolutely ensure the smooth operation of production and operation
of enterprises; the Company actively promotes the resumption of production, in accordance with the established
annual strategy and business plan to carry out the wors.
The company will continue to pay close attention to the development of the Pneumonia epidemic, evaluate and
actively respond to its impact on the Company’s financial status and operating results.
XVI. Other important events
1. Previous accounting errors collection
(1) Retrospective restatement
In RMB
Items impact during vary
Content Treatment procedure Accumulated impact
comparative period
(2) Prospective application
Content Approval procedure Reasons
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深圳市深粮控股股份有限公司 2019 年年度报告全文
2. Debt restructuring
3. Assets exchange
(1) Exchange of non-monetary assets
(2) Other assets exchange
4. Pension plan
For details of the main contents and important changes of the pension plan, please refer to the relevant description of the defined
contribution plan in note 39, employee compensation payable in note VII.
5. Discontinuing operation
In RMB
Profit of
discontinuing
Income tax operation
Item Revenue Expenses Total profit Net profit
expenses attributable to
owners of parent
company
Other explanation
6. Segment
(1) Recognition basis and accounting policy for reportable segment
(2) Financial information for reportable segment
In RMB
Item Offset between segment Total
282
深圳市深粮控股股份有限公司 2019 年年度报告全文
(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
XVII. Principle notes of financial statements of parent company
1. Account receivable
(1) Category
In RMB
Ending balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Category Book
Accrual Accrual Book value
Amount Ratio Amount value Amount Ratio Amount
ratio ratio
Account receivable
with bad debt 28,453.0 28,453.0
76.27% 100.00% 28,453.08 0.07% 28,453.08 100.00%
provision accrual on 8 8
a single basis
Including:
Account receivable
with single
significant amount
and withdrawal bad
debt provision on
single basis
Account receivable
with single minor
amount but with bad 28,453.0 28,453.0
76.27% 100.00% 28,453.08 0.07% 28,453.08 100.00%
debts provision 8 8
accrued on a single
basis
Account receivable
with bad debt 42,869,95 428,835.0 42,441,119.
8,852.60 23.73% 885.26 10.00% 7,967.34 99.93% 1.00%
provision accrual on 4.13 6 07
portfolio
283
深圳市深粮控股股份有限公司 2019 年年度报告全文
Including:
Accounts receivable
with provision for 42,869,95 428,835.0 42,441,119.
8,852.60 23.73% 885.26 10.00% 7,967.34 99.93% 1.00%
bad debts by aging 4.13 6 07
analysis
37,305.6 29,338.3 42,898,40 457,288.1 42,441,119.
Total 100.00% 78.64% 7,967.34 100.00% 1.07%
8 4 7.21 4 07
Bad debt provision accrual on single basis: 28,453.08 Yuan
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio Accrual causes
Slightly possibly taken
Single provision 28,453.08 28,453.08 100.00%
back
Total 28,453.08 28,453.08 -- --
Bad debt provision accrual on single basis:
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio Accrual causes
Bad debt provision accrual on portfolio: 885.26 Yuan
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio
1-2 years (including 2-year) 8,852.60 885.26 10.00%
Total 8,852.60 885.26 --
Explanation on portfolio determines:
Bad debt provision accrual on portfolio:
In RMB
Ending balance
Name
Book balance Bad debt provision Accrual ratio
Explanation on portfolio determines:
If the provision for bad debts of account receivable is made in accordance with the general model of expected credit losses, please refer
to the disclosure of other account receivables to disclose related information about bad-debt provisions:
□ Applicable √Not applicable
By account age
In RMB
Account age Ending balance
1-2 years 8,852.60
284
深圳市深粮控股股份有限公司 2019 年年度报告全文
Over 3 years 28,453.08
Over 5 years 28,453.08
Total 37,305.68
(2) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
In RMB
Amount changed in the period
Category Opening balance Collected or Ending balance
Accrual Written-off Other
reversal
Accrued by
428,835.06 -427,949.80 885.26
combination
Accrued by single
28,453.08 28,453.08
item
Total 457,288.14 -427,949.80 29,338.34
Including major amount bad debt provision that collected or reversal in the period:
In RMB
Enterprise Amount collected or reversal Collection way
(3) Account receivable actually written-off in the period
In RMB
Item Amount written-off
Including major account receivable written-off:
In RMB
Procedure of Resulted by related
Enterprise Nature Amount written-off Written-off causes
written-off transaction (Y/N)
Explanation on account receivable written-off:
(4) Top 5 account receivables at ending balance by arrears party
In RMB
Ending balance of accounts Proportion in total receivables Bad debt preparation ending
Enterprise
receivable at ending balance (%) balance
First 18,456.50 49.47% 18,456.50
Second 9,996.58 26.80% 9,996.58
Third 4,000.00 10.72% 400.00
285
深圳市深粮控股股份有限公司 2019 年年度报告全文
Fourth 3,367.40 9.03% 336.74
Fifth 1,209.20 3.24% 120.92
Total 37,029.68 99.26%
(5) Account receivable derecognition due to financial assets transfer
(6) Assets and liabilities resulted by account receivable transfer and continues involvement
Other explanation:
2. Other account receivable
In RMB
Item Ending balance Opening balance
Dividends receivable 260,000,000.00
Other account receivable 734,149,247.39 159,677,969.59
Total 994,149,247.39 159,677,969.59
(1) Interest receivable
1) Category
In RMB
Item Ending balance Opening balance
2) Important overdue interest
Whether impairment
Borrower Ending balance Overdue time Overdue causes occurs and its judgment
basis
Other explanation:
3) Accrual of bad debt provision
□ Applicable √Not applicable
(2) Dividend receivable
1) Category
In RMB
286
深圳市深粮控股股份有限公司 2019 年年度报告全文
Item (or invested enterprise) Ending balance Opening balance
Shenzhen Cereals Group Co., Ltd 260,000,000.00
Total 260,000,000.00
2) Important dividend receivable with account age over one year
In RMB
Whether impairment
Item (or invested Reasons for not
Ending balance Account age occurs and its judgment
enterprise) collection
basis
3) Accrual of bad debt provision
□ Applicable √Not applicable
Other explanation:
(3) Other account receivable
1) By nature
In RMB
Nature Ending book balance Opening book balance
Margin and deposit 119,089.00
Export tax rebate 312,364.06
Intercourse funds and other 761,135,520.91 182,280,569.20
Total 761,135,520.91 182,712,022.26
2) Accrual of bad debt provision
In RMB
Phase I Phase II Phase III
Expected credit Expected credit losses for Expected credit losses for
Bad debt provision Total
losses over next 12 the entire duration (without the entire duration (with
months credit impairment occurred) credit impairment occurred)
Balance on Jan. 1, 2019 1,922.73 75,499.40 22,956,630.54 23,034,052.67
Balance of Jan. 1, 2019
—— —— —— ——
in the period
Current accrual 51,400.94 75,845.89 3,824,974.02 3,952,220.85
Balance on Dec. 31, 2019 53,323.67 151,345.29 26,781,604.56 26,986,273.52
Change of book balance of loss provision with amount has major changes in the period
287
深圳市深粮控股股份有限公司 2019 年年度报告全文
□ Applicable √Not applicable
By account age
In RMB
Account age Ending balance
Within one year (including 1-year) 735,641,115.56
1-2 years 436,664.33
2-3 years 436,664.33
Over 3 years 24,621,076.69
3-4 years 436,664.33
4-5 years 505,459.41
Over 5 years 23,678,952.95
Total 761,135,520.91
3) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
In RMB
Amount changed in the period
Opening
Category Collected or Ending balance
balance Accrual Written off Other
reversal
23,034,052.6
Credit portfolio 23,034,052.67 3,952,220.85 26,986,273.52
7
23,034,052.6
Total 23,034,052.67 3,952,220.85 26,986,273.52
7
Including major amount with bad debt provision reverse or collected in the period:
In RMB
Enterprise Amount reversal or collected Collection way
4) Other account receivable actually written-off in the period
In RMB
Item Amount written-off
Including important other account receivable written-off:
In RMB
Procedure of Resulted by related
Enterprise Nature Amount written-off Written-off causes
written-off transaction (Y/N)
Explanation on other account receivable written-off:
288
深圳市深粮控股股份有限公司 2019 年年度报告全文
5) Top 5 other receivables at ending balance by arrears party
In RMB
Ratio in total ending
Ending balance of
Enterprise Nature Ending balance Account age balance of other
bad debt reserve
account receivables
First Internal funds 264,404,734.35 Within one year 34.74%
Second Internal funds 208,767,877.36 Within one year 27.43%
Three Internal funds 113,057,874.62 Within one year 14.85%
Fourth Internal funds 99,696,965.00 Within one year 13.10%
Fifth Internal funds 31,591,983.85 Within one year 4.15%
Total -- 717,519,435.18 -- 94.27%
6) Other account receivables related to government grants
In RMB
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
In RMB
Ending balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Investment for
3,713,214,425.09 3,713,214,425.09 4,208,728,337.66 4,208,728,337.66
subsidiary
Investment for
associates and 5,139,058.21 2,927,628.53 2,211,429.68 6,753,354.23 2,927,628.53 3,825,725.70
joint venture
Total 3,718,353,483.30 2,927,628.53 3,715,425,854.77 4,215,481,691.89 2,927,628.53 4,212,554,063.36
(1) Investment for subsidiary
In RMB
289
深圳市深粮控股股份有限公司 2019 年年度报告全文
Opening Increase and decrease in current period Ending balance
The invested Ending balance
balance (book Additional Reduce Provision for of impairment
entity Other (book value)
value) investment investment impairment provision
Hangzhou Ju
Fang Yong 176,906,952.4 176,906,952.4
Holding Co., 2 2
Ltd
Yunnan
Shenbao Pu’er
Tea Supply
20,000,000.00 20,000,000.00
Chain
Management
Co., Ltd.
Ju Fang Yong
Tea Industry 280,404,134.3 280,404,134.3
Co., Ltd. in 5 5
Wuyuan County
Yunnan Pu’er
Tea Trading 18,202,825.80 18,202,825.80
Center Co., Ltd.
Huizhou
Shenbao
60,000,000.00 60,000,000.00
Technology Co.,
Ltd.
Shenzhen
Cereals Group 3,291,415,036. 3,291,415,036.
Co., Ltd.- 82 82
headquarters
Shenzhen
Shenbao
Industry and
5,500,000.00 5,500,000.00
Trade
Development
Co., Ltd.
Shenzhen
Shenbao
Huacheng 168,551,781.8
168,551,781.80
Science and 0
Technology
Co.,Ltd
290
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen
Shenbao
54,676,764.11 54,676,764.11
Technology
Center Co., Ltd.
Shenzhen
Shenbao
Sanjing Food
80,520,842.36 80,520,842.36
Beverage
Development
Co., Ltd.
Shenzhen
Shenbao
Property 2,550,000.00 2,550,000.00
Management
Co., Ltd.
Shenzhen
Shenshenbao
50,000,000.00 50,000,000.00
Investment Co.,
Ltd.
4,208,728,337. 495,513,912.5 3,713,214,425.
Total
66 7 09
(2) Investment for associates and joint venture
In RMB
Current changes (+, -)
Ending
Other Cash
Opening Investme Accrual Ending balance
investmen Additiona comprehe dividend
balance nt gains Other of balance of
t l Capital nsive or profit
(book recognize equity impairme Other (book impairme
company investmen reduction income announce
value) d under change nt value) nt
t adjustmen d to
equity provision provision
t issued
I. Joint venture
II. Associated enterprise
Guangzho
u
Shenbao 3,825,725 -1,614,29 2,211,429
Mendao .70 6.02 .68
Tea Co.,
Ltd
291
深圳市深粮控股股份有限公司 2019 年年度报告全文
Shenzhen
Shenbao
(Liaoyuan
57,628.53
)
Industrial
Company
Shenzhen
Shenbao
2,870,000
(Xinmin) 0
.00
Foods
Co., Ltd
Changzho
u
Shenbao
Chacang
3,825,725 -1,614,29 2,211,429 2,927,628
Subtotal
.70 6.02 .68 .53
3,825,725 -1,614,29 2,211,429 2,927,628
Total
.70 6.02 .68 .53
(3) Other explanation
4. Operating income and operating cost
In RMB
Current Period Last Period
Item
Income Cost Income Cost
Main business 33,297,047.52 30,082,764.02 165,407,623.24 156,886,817.06
Total 33,297,047.52 30,082,764.02 165,407,623.24 156,886,817.06
Whether implemented the new revenue standards
□Yes √No
Other explanation:
5. Investment income
In RMB
Item Current Period Last Period
Long-term equity investment income
-1,614,296.02 -367,955.83
measured by equity
292
深圳市深粮控股股份有限公司 2019 年年度报告全文
Investment income from disposal of
-109,778.22
long-term equity investment
Dividend 289,407,372.80
Income from financial products 1,884,298.10 953,125.00
Other 450,000.00
Total 289,567,596.66 1,035,169.17
6. Other
XVIII. Supplementary information
1. Current non-recurring gains/losses
√ Applicable □Not applicable
In RMB
Item Amount Note
Gains/losses from the disposal of
-43,069.03
non-current asset
Governmental grants calculated into current
gains and losses (while closely related with
the normal business of the Company,
12,297,924.24
excluding the fixed-amount or
fixed-proportion governmental subsidy
according to the unified national standard)
Fund occupation fee charged to
non-financial enterprises included in current 436,664.31
profit and loss
Profit and loss of assets delegation on others’
6,299,093.96
investment or management
Except for the effective hedging business
related to the normal business of the
Company, the fair value changes from
holding the tradable financial assets,
derivative financial assets, tradable
41,281.76
financial liability and derivative financial
liability; and investment income from
disposal of tradable financial assets,
derivative financial assets, tradable financial
liability and other creditors investment
293
深圳市深粮控股股份有限公司 2019 年年度报告全文
Switch back of the impairment provision
for account receivable with impairment test 1,035,149.32
on single basis and contract assets
Other non-operating income and expense
-4,544,601.53
other than the above mentioned ones
Less: Impact on income tax 2,149,564.84
Impact on minority interests 769,341.33
Total 12,603,536.86 --
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 Diluted EPS
Basic EPS (Yuan/share)
(Yuan/share)
Net profits belong to common stock
8.46% 0.3154 0.3154
stockholders of the Company
Net profits belong to common stock
stockholders of the Company after
8.17% 0.3045 0.3045
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
In RMB
Net profit Net assets
Current Period Last Period Ending balance Opening balance
Chinese GAAP 363,501,809.52 308,331,032.44 4,420,751,187.57 4,172,502,535.11
Items and amount adjusted by IAS:
Adjustment for other
payable fund of stock 1,067,000.00 1,067,000.00
market regulation
294
深圳市深粮控股股份有限公司 2019 年年度报告全文
IAS 363,501,809.52 308,331,032.44 4,421,818,187.57 4,173,569,535.11
(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
295
深圳市深粮控股股份有限公司 2019 年年度报告全文
Section XIII. 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 2019 Annual Report with signature of the Chairman.
296
