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1、SHENZHEN SEG CO.,LTD.,2011 ANNUAL REPORT,Important Notice,The Board of Directors,the Board of Supervisors,Directors,Supervisors andSenior Executives of Shenzhen SEG Co.,Ltd.hereby guarantee that no false ormisleading statement or major omission was made to the materials in this reportand that they w
2、ill assume all the responsibilities,jointly and severally,for thetrueness,accuracy and completeness of the report.,Chairman of the Board of Directors of the Company Mr.Wang Li,ChiefFinancial Officer Mr.Li Lifu and Manager of the Finance Department Mr.YingHuadong hereby declare that the Financial Sta
3、tements enclosed in this AnnualReport are true and complete.,The report was prepared in both Chinese and English languages.Should there beany dispute on interpretation of the report,the Chinese version shall prevail.The 2011 Annual Financial Report was audited by BDO Da Hua Certified PublicAccountan
4、ts Co.,Ltd.which also presented a standard and unqualifiedAuditors Report.,Date of Information Disclosure:March 27,2012,0,.4,.1,.4,.1,Contents,Chapter 1 Company Profile.4,Chapter 2 Summary of Accounting Data and Business Data.6,Chapter 3 Changes in Share Capital and Information of Shareholders.10,Ch
5、apter 4 Information of Directors,Supervisors,Senior Executives and Employees.14,Chapter 5 Administrative Structure.21,Chapter 6 Brief of The General Meeting of Shareholders.43,Chapter 7 Report of the Board Of Directors.45,Chapter 8 Report of The Board of Supervisors.76,Chapter 9 Important Issues.79,
6、Chapter 10 Financial Report.96,Chapter 11 Documents Available for Reference.189,1,Definitions,Unless otherwise specified in the report,the following abbreviations possess themeanings as follows:,Glass shell:Glass bulb of vacuum display devices,CRT:Displays using cathode ray tubes,STN-ITO:Conductive
7、Coating Glass,transparent electrode matrix product used for forming,driver of LCD,The Company,Company:Shenzhen SEG Co.,Ltd.,SEG Storage and Transportation:Shenzhen SEG Storage and Transportation Co.,Ltd.,SEG GPS:Shenzhen SEG GPS Scientific Navigations Co.,Ltd.,SEG Baohua:Shenzhen SEG Baohua Enterpri
8、se Development Co.,Ltd.,SEG Small Loan:Shenzhen SEG Small Loan Co.,Ltd.,Xian SEG:Xian SEG Electronics Market Co.,Ltd.,Chongqing SEG:Chongqing SEG Electronics Market Co.,Ltd.,Suzhou SEG:Suzhou SEG Electronics Market Co.,Ltd.,Shanghai SEG:Shanghai SEG Electronics Market Co.,Ltd.,SEG E-commerce:Shenzhe
9、n SEG E-commerce Co.,Ltd.,SEG Nanjing:Shenzhen SEG Nanjing Electronics Market Management Co.,Ltd.,Xian Hairong SEG:Xian Hairong SEG Electronics Market Co.,Ltd.,SEG Industry:Shenzhen SEG Industry Investment Co.,Ltd.,Longgang SEG Management Company:Shenzhen SEG Electronics Market Management Co.,Ltd.,C
10、hangsha SEG:The former Changsha Xinxing Development Co.,Ltd.,renamed as Changsha,SEG Development Co.,Ltd.on March 18,2010,Chengguo Business Hotel:Shenzhen Chengguo Business Hotel Management Co.,Ltd.,SEG Group:Shenzhen SEG Group Co.,Ltd.,ST Samsung:Shenzhen SEG Samsung Co.,Ltd.,SHIC:Shenzhen SEG Hi-t
11、ech Investment Co.,Ltd.,SEG Engineering:Shenzhen SEG Engineering Industry Co.,Ltd.,“Buy-it”store:Shenzhen SEG Industry Investment Co.,Ltd,whose 91.79%shares are held by theCompany,opened the“Buy-it”store on the third floor of Phase II of Shenzhen SEGElectronics Market on October 1,2009.Its main busi
12、nesses include the wholesale and retail ofcomputer products and accessories,mobile communication equipment,digital products,thewholesale and retail of office products and the repair services of computer products.Itsbusiness model transferred from self-management to joint operation in March 2010.,Fri
13、endship Group:Xinjiang Friendship(Group)Co.,Ltd.,2,SASABS:State-owned Assets Supervision and Administration Bureau of Shenzhen Municipal,Peoples Government,CSRC:China Securities Regulatory Commission,Shenzhen Securities Regulatory Bureau:Shenzhen Securities Regulatory Bureau of China,Securities Regu
14、latory Commission,The Ministry of Finance:The Ministry of Finance of the Peoples Republic of China,The National Audit Office:The National Audit Office of the Peoples Republic of China,CBRC:China Banking Regulatory Commission,CIRC:China Insurance Regulatory Commission,The Articles of Association:The
15、Articles of Association of Shenzhen SEG Co.,Ltd.,Unless otherwise specified,the amounts referred to in the report are in RMB.,3,1,2,3,4,5,6,7,1,2,Chapter 1 Company Profile,Chinese name of the Company:深圳赛格股份有限公司,English name:SHENZHEN SEG CO.,LTD.,Legal representative:Wang Li,Secretary of the Board of
16、 Directors:Zheng Dan,Representative of Securities Affairs:Fan Chonglan,Contact address:31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen,Tel:(86)755-8374 7939,Fax:(86)755-8397 5237,E-mail:,Registered address:31/F,Tower A,the Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen,Offi
17、ce address:31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen,Post code:518028,Website of the Company:http:/,E-mail:,The Newspapers selected by the Company for information disclosure for the Year 2011:China Securities Journal,Securities Times,Securities Daily and Hong Kong Commercial
18、Daily.,Website specified by CSRC for publishing the semi-annual report:http:/(the Cninfo Website),Website of the Company:http:/,The place where the annual report is prepared and kept:Secretarys Office of Board ofDirectors,31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen,Companys st
19、ock listed with:Shenzhen Stock Exchange,Short Form and Code of the Stock:,A-share SHEN SEG 000 058,B-share SHEN SEG-B 200058,Other Relevant Information of the Company,Initial registration date:July 16,1996,Registered address:16/F,Baohua Technology Building,Huaqiang Road(N),Futian,District,Shenzhen,D
20、ate of change of the updated registration:November 28,2011,Registered address changed to:31/F,Tower A,Stars Plaza,Huaqiang Road(N),Futian District,Shenzhen,4,3,4,5,6,Registration number of the Company legal persons business license after change:440301103573251,Taxation registration No.:SHEN SHUI DEN
21、G ZI No.440300279253776,Organizational institution code:27925377-6,Name and address of the accounting firm hired by the Company:,Accounting firm:BDO Da Hua Certified Public Accountants Co.,Ltd.,Address:Room 1101,11/F,Tower 7,No.16 Xisihuan Road(M),Haidian District,Beijing,5,0.00,0.00,Chapter 2 Summa
22、ry of Accounting Data and Business DataI.Main financial indicators of the Company in 2011Unit:RMB Yuan,ItemOperating profitTotal profitNet profitNet profit attributable to shareholders of the listed companyNet profit attributable to shareholders of the listed company afterdeduction of non-recurring
23、gains and lossesNet cash flow arising from operating activitiesNet increase/decrease in cash and cash equivalents,Accounting Data96,773,630.70100,527,225.2568,796,691.5668,995,713.2518,275,903.0869,547,675.2571,621,020.03,Note:Items of non-recurring gains and losses and related amounts are as below:
24、Unit:RMB Yuan,Item,Year 2011,Remarks(If applicable),Year 2010,Year 2009,Losses,from,disposal of fixed,Gains and losses from disposal ofnon-current assets,80,550,966.39,assets and gainsfrom disposal of,772,094.29,81,314,805.20,Government subsidies which wereincluded into the current gains and,subsidi
25、aryequities,stock,losses but closely related to normalbusiness of the Company,excludingthe government subsidies continuouslyreceived at a certain standard quota or,Award for technical250,000.00 innovation of SEGTong software,0.00,0.00,ration in accordance with nationalpoliciesCapital occupation fee
26、charged from,non-financial enterprises and includedin the current period of gains and,581,000.00,500,000.00,1,369,126.02,lossesEmployee,Corporate reorganization cost,such asemployment placement fees andconsolidation expenses,compensation cost-17,716,467.00 paid during transferof SEG Storage and,Tran
27、sportationGains and losses from change of fairvalue due to holding of transactionfinancial assets and liabilities and,investment income from disposal oftransaction financial assets and,0.00,2,947,815.81,1,285,172.20,liabilities as well as financial assetsavailable for sale,excluding theeffective hed
28、ging business related to6,of,-,Item,Year 2011,Remarks(If applicable),Year 2010,Year 2009,normal businesses of the Company,Custody incomeoperation,from,entrusted,200,000.00,0.00,0.00,Other non-operating income and,expenses except the above-mentioned,3,514,360.03,-923,964.91,5,344,871.81,items,Influen
29、ced amountshareholders equity,minority,-15,423,840.84,-579,696.35-18,063,815.53,Influenced amount of income taxTotal,-1,236,208.4150,719,810.17,-10,567.082,705,681.76,243,414.9971,493,574.69,II.Major accounting data and financial indicators in the past three years priorto the end of the report perio
30、dUnit:RMB Yuan/ShareIncrease/decrease of the,Year 2011,Year 2010,current year comparedwith that of the previous,Year 2009,year(%),Total operating income(RMB Yuan)Operating profit(RMBYuan),436,844,244.3596,773,630.70,392,385,908.8879,018,737.62,11.33%22.47%,289,690,883.13-287,377,059.04,TotalYuan),pr
31、ofit,(RMB,100,527,225.25,78,866,867.00,27.46%,-283,439,896.57,Net profit attributable to,shareholders of thelisted company(RMB,68,995,713.25,59,217,701.05,16.51%,-313,192,871.50,Yuan)Net profit attributable toshareholders of the,listed company afterdeduction of,18,275,903.08,56,512,019.29,-67.66%,-3
32、84,686,446.19,non-recurring gains andlosses(RMB Yuan),Net cash flow arisingfrom operating activities,69,547,675.25,109,494,347.76,-36.48%,75,102,643.60,Increase/decrease of the,End of Year 2011 End of Year 2010,end of the current yearcompared with that ofthe previous year(%),End of Year 2009,Total a
33、ssetsYuan)Total debtYuan),(RMB(RMB,1,673,584,777.35351,224,090.79,1,466,272,625.92292,686,419.84,14.14%20.00%,1,359,490,387.43254,191,834.91,Equity attributable to 1,152,695,930.59,1,083,983,092.76,6.34%,1,014,558,694.74,7,shareholders of thelisted company(RMBYuan),Total equity(Share)Basic earnings
34、per share(RMB Yuan/Share),784,799,010.000.0879,784,799,010.000.0755,0.00%16.42%,784,799,010.00-0.3991,Diluted earnings per,share,(RMB,0.0879,0.0755,16.42%,-0.3991,Yuan/Share)Basic earnings per share,after,deduction,of,non-recurring gains and,0.0233,0.0720,-67.64%,-0.4902,lossesYuan/Share),(RMB,Weigh
35、ted average returnon equity(%),6.17%,4.97%,1.20%,-27.09%,Weighted average return,on,equity,after,deduction,of,1.63%,4.75%,-3.12%,-33.27%,non-recurring gains andlosses(%)Net cash flow arising,from operating activitiesper share(RMB,0.0886,0.1395,-36.49%,0.0957,Yuan/Share)Increase/decrease of the,End o
36、f Year 2011 End of Year 2010,end of the current yearcompared with that of,End of Year 2009,the previous year(%)Net asset per share,attributable,to,shareholders of the,1.4682,1.3812,6.30%,1.2928,listed company(RMBYuan/Share),Asset liability ratio(%),20.99%,19.96%,1.03%,18.70%,The net profit attributa
37、ble to shareholders of the listed company after deduction of non-recurringgains and losses,weighted average return on equity,and earnings per share in the report perioddecreased greatly compared with the same period in 2010.The decrease reasons include:Shenzhen SEG Co.,Ltd.set up four majority-owned
38、 subsidiaries,including SEG E-commerce,SEG Nanjing,SEG Small Loan,and Xian Hairong SEG in the report period.Preliminaryexpenses of these subsidiaries are included into the current costs.Therefore,the total loss forsubsidiary inception in the report period is RMB 25,240,000 Yuan and the net profit at
39、tributable tothe parent company decreases by RMB 17,120,000 Yuan.ST Samsung,of which the Company holds 22.45%shares,faced a loss of RMB 40,860,000Yuan and the investment income of the Company decreased by RMB 9,170,000 Yuan in thecurrent report period,while it gained a profit of RMB 35,390,000 Yuan
40、and the investment incomeof the Company increased by RMB 7,950,000 Yuan in the same period of the previous year.Being8,affected by the loss of ST Samsung,the net profit attributable to the parent company decreases byRMB 17,120,000 Yuan in the report period compared with the same period of the previo
41、us year.The parent company undertakes the venue rental fee of RMB 9,580,000 Yuan of SEG Nanjingin the report period.Due to the storage and transportation service decline,SEG Storage and Transportation faces aloss of RMB 2,700,000 Yuan in the report period and its net profit decreases by RMB 7,000,00
42、0Yuan compared with the same period of the previous year.Consequently,the net profit of theparent company decreases by RMB 6,970,000 Yuan.III.Net profit and assets calculated based on domestic and overseas accountingstandards and explanations on the differenceUnit:RMB Yuan,Net profit attributable to
43、 shareholdersof the listed company,Owners equity attributable toshareholders of the listed company,Amount of thisperiod,Amount of theprevious period,Ending amount,Beginning amount,Based on overseasaccounting standardBased on domesticaccounting standard,68,995,713.2568,995,713.25,59,217,701.0559,217,
44、701.05,1,152,695,930.591,152,695,930.59,1,083,983,092.761,083,983,092.76,Items and total amount of adjustment according to overseas accounting standard,Difference,calculated,according to domestic andoverseas accounting,0.00,0.00,0.00,0.00,standardsExplanations on difference No differenceIV.Items cal
45、culated by sound valueUnit:RMB Yuan,Item,Beginning balance,Ending balance,Change in the,Influence on the profit of,current period,the current period,Financial,assets,808,297.56,587,411.44,220,886.12,available for sale9,1,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,Chapter 3 Changes in Share Capital and Informat
46、ion ofShareholdersI.Information of Changes in Share CapitalTable of changes of sharesUnit:Share,Before the change,Newly,Increase/decrease of the change(+)Transfer of,After the change,Quantity,Proportion,issued,Bonus shares public fund Others,Subtotal,Quantity,Proportion,shares,to shares,I.Restricted
47、 shares1.State-owned shares2.State-owned legalpersons shares,35,46400,0.00%0.00%0.00%,000,000,000,000,000,35,46400,0.00%0.00%0.00%,3.Othershares,domestic,0,0.00%,0,0,0,0,0,0,0.00%,Including:,Domestic,non-state-owned legal,0,0.00%,0,0,0,0,0,0,0.00%,persons shares,Domesticpersons shares,natural,0,0.00
48、%,0,0,0,0,0,0,0.00%,4.Sharesforeign units,held,by,0,0.00%,0,0,0,0,0,0,0.00%,Including:Shares held,by,overseas,legal,0,0.00%,0,0,0,0,0,0,0.00%,person,Foreignpersons shares,natural,0,0.00%,0,0,0,0,0,0,0.00%,5.Senior executivesshares,35,464,0.00%,0,0,0,0,0,35,464,0.00%,II.Unrestricted shares 784,763,54
49、6,100.00%,0 784,763,546,100.00%,1.RMBshares,ordinary,538,302,228,68.59%,0 538,302,228,68.59%,2.Domestically listedforeign shares,246,461,318,31.40%,0 246,461,318,31.40%,3.Overseasforeign shares4.Others,listed,00,0.00%0.00%,00,00,00,00,00,00,0.00%0.00%,III.Total shares,784,799,010,100.00%,0 784,799,0
50、10,100.00%,10,2,1,2,3,1,0,0,0,0,0,0,0,Table of changes of restricted sharesUnit:ShareRestricted,Name of,Year-beginni,shares released,Restricted shares,Year-end,Date when the,ng restricted,increased in the,restricted,Reason for restriction,shareholder,shares,in the currentyear,current year,shares,res
