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南玻B:2015年年度报告(英文版) 下载公告
公告日期:2016-03-25
CSG HOLDING CO., LTD.
ANNUAL REPORT 2015
     Chairman of the Board:
         ZENG NAN
         March 2016
                                                                                   CSG Annual Report 2015
            Section I       Important Notice, Content and Paraphrase
Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred
to as the Company) and its directors, supervisors and senior executives 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 facticity, accuracy and
completeness of the whole contents.
Mr. Zeng Nan, Chairman of the Board, CFO Mr. Luo Youming and principal of the financial
department Mr. Ding Jiuru confirm that the Financial Report enclosed in this 2015 Annual Report is
true, accurate and complete.
All directors were present the meeting of the Board for deliberating the annual report of the
Company in person.
This report involves futures plans and some other forward-looking statements, which shall not be
considered as virtual promises to investors. Investors are kindly reminded to pay attention to
possible risks.
The deliberated and approved profit distribution plan in the Board Meeting is: taking total shares of
31 December 2015 as the radix, sending cash dividends of RMB 3.0 (tax included) per 10 shares to
all shareholders, neither bonus shares being sent, nor converting capital reserve into share capital.
Existing industry risk, market risk and exchange rate risk have been well-described in this report,
please found details of the risk factors and countermeasures of future development described in
Section IV Discussion and Analysis of the Management.
This report is prepared both in Chinese and English. Should there be any inconsistency between the
Chinese and English versions, the Chinese version shall prevail.
                                                                                                                                   CSG Annual Report 2015
                                                                     Content
Section I.      Important Notice, Content and Paraphrase ...................................................................................... 1
Section II.      Company Profile & Financial Highlights ......................................................................................... 4
Section III.      Overview of the Company’s Business ............................................................................................. 8
Section IV.       Discussion and Analysis by the Management .................................................................................11
Section V.      Important Events .............................................................................................................................. 34
Section VI.       Changes in Shares and Particulars about Shareholders.............................................................. 54
Section VII. Particulars about Directors, Supervisors and Senior Executives and Employees ................... 61
Section VIII. Corporate Governance ................................................................................................................ 69
Section IX.       Financial Report ............................................................................................................................. 77
Section X.       Documents Available for Reference .............................................................................................. 146
                                                                                                CSG Annual Report 2015
                                          Paraphrase
                      Items             Refers to                                    Contents
Company, the Company, SG or the Group   Refers to       CSG Holding Co., Ltd.
Foresea Life                            Refers to       Foresea Life Insurance Co., Ltd.
Ultra-thin electronic glass             Refers to       The electronic glass with thickness between 0.1~1.1mm
Second-generation energy-saving glass   Refers to       Double silver coated glass
Third-generation energy-saving glass    Refers to       Triple silver coated glass
                                                                                                           CSG Annual Report 2015
                   Section II Company Profile & Financial Highlights
I. Company information
Code for A-share                                000012                         Code for B-share
Short form for A-share                          Southern Glass A               Short form for B-share    Southern Glass B
Listing stock exchange                          Shenzhen Stock Exchange
Legal Chinese name of the Company               中国南玻集团股份有限公司
Abbr. of legal Chinese name of the Company 南玻集团
Legal English name of the Company               CSG Holding Co., Ltd.
Abbr. of legal English name of the Company CSG
Legal Representative                            Zeng Nan
Registered Add.                                 CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C.
Post Code
Office Add.                                     CSG Building, No.1, the 6th Industrial Road, Shekou, Shenzhen, P. R.C.
Post Code
Internet website                                www.csgholding.com
E-mail                                          securities@csgholding.com
II. Person/Way to contact
                                                           Secretary of the Board             Representative of security affairs
Name                                            Zhou Hong                                 Ma Limei
                                                CSG Building, No.1 of the 6th Industrial CSG Building, No.1 of the 6th Industrial
Contacts add.
                                                Road, Shekou, Shenzhen, P. R.C.          Road, Shekou, Shenzhen, P. R.C.
Tel.                                            (86)755-26860666                          (86)755-26860666
Fax.                                            (86)755-26860685                          (86)755-26860685
E-mail                                          securities@csgholding.com                 securities@csgholding.com
III. Information disclosure and preparation place
Newspapers for information disclosure           Securities Times, China Securities Journal and Hong Kong Comercial Daily
Website assigned by CSRC to release the
                                                www.cninfo.com.cn
annual report
The place for preparation of the annual report Department of Securities Affairs
IV. Registration changes of the Company
Organization code                               Unified social credit code: 914403006188385775
Changes of main business since listing (if
                                                No changes
applicable)
Previous changes for controlling shareholders
                                                No changes
(if applicable)
                                                                                                            CSG Annual Report 2015
V. Other relevant information
CPA firm engaged by the Company
Name of CPA firm                                  PricewaterhouseCoopers Zhong Tian LLP
Offices add. for CPA firm                         11/F, PricewaterhouseCoopers Center., 202 Hubin Road. Shanghai, P.R.C.
Signing Accountants                               Yao Wenping, Liu Jingping
Sponsor institute engaged by the Company for performing continuous supervision duties in the report period
□ Applicable     √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in the report period
□ Applicable     √ Not applicable
VI. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes    √ No
                                                                                                  Changes over last
                                                                2015                2014
                                                                                                      year (%)
Operating income (RMB)                                         7,430,889,111      7,044,502,645               5.48% 7,733,796,114
Net profit attributable to shareholders of the listed
                                                                 624,753,110        873,653,030            -28.49% 1,535,929,739
company (RMB)
Net profit attributable to shareholders of the listed
company after deducting non-recurring gains and                  299,683,946        438,889,847            -31.72%      605,966,975
losses (RMB)
Net cash flow arising from operating activities
                                                               1,092,832,497      1,406,259,210            -22.29% 1,698,867,535
(RMB)
Basic earnings per share (RMB/Share)                                    0.30               0.42            -28.57%                0.74
Diluted earnings per share (RMB/Share)                                  0.30               0.42            -28.57%                0.74
Weighted average ROE (%)                                               7.70%            10.61%               -2.91%          20.52%
                                                                                As at 31 Dec.     Changes over the    As at 31 Dec.
                                                          As at 31 Dec. 2015
                                                                                    2014           end of last year        2013
Total assets (RMB)                                            15,489,600,160     15,116,808,305               2.47% 15,078,866,777
Net assets attributable to shareholders of the listed
                                                               7,874,310,997      8,348,561,765              -5.68% 8,047,894,139
company (RMB)
VII. Difference between accounting data under domestic and overseas accounting standards
1. Differences of the net profit and net assets disclosed in financial report prepared under international and
Chinese accounting standards
□ Applicable    √ Not applicable
                                                                                                                CSG Annual Report 2015
No such differences in the report period.
2. Difference of the net profit and net assets disclosed in financial report prepared under overseas and
Chinese accounting standards
□ Applicable   √ Not applicable
No such differences in the report period.
VIII. Financial highlights by quarter
                                                                                                                             Unit: RMB
                                                                     Q1                   Q2                  Q3               Q4
Operating income                                                  1,539,206,800        1,783,832,702    2,054,090,445 2,053,759,164
Net profit attributable to shareholders of the listed
                                                                    82,201,310          123,566,034         188,302,026      230,683,740
company
Net profit attributable to shareholders of the listed
                                                                    29,979,957           34,287,726          68,952,564      166,463,699
company after deducting non-recurring gains and losses
Net cash flow arising from operating activities                     37,738,405          314,825,415         328,582,068      411,686,609
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 or not
□Yes √ No
IX.Items and amounts of extraordinary gains/losses
√Applicable □ Not applicable
                                                                                                                              Unit: RMB
                              Item                                      2015                2014                2013            Note
Gains/losses from the disposal of non-current asset (including
                                                                           2,441,151        -17,722,782       -136,459,236       --
the write-off that accrued for impairment of assets)
Governmental subsidy reckoned into current gains/losses (not
including the subsidy enjoyed in quota or ration according to
                                                                          81,013,548           90,223,936      115,138,161       --
national standards, which are closely relevant to enterprise’s
business)
Gains on disposal of available-for-sale financial assets, gains
and losses from change of fair values of held-for-transaction
financial assets and financial liabilities except for the
effective hedge business related to normal business of the              195,859,395             7,010,790          432,000       --
Company, and investment income from disposal of
transactional financial assets and liabilities and financial
assets available for sale
Other non-operating income and expenditure except for the
                                                                          33,268,175           14,816,694       85,892,326       --
aforementioned items
                                                                                                            CSG Annual Report 2015
Other gains/losses satisfied definition of extraordinary profit
                                                                           100,146,152     389,101,151     926,639,137       --
(gains)/loss
Less: Impact on income tax                                                  86,288,731      20,318,806      48,004,628       --
     Impact on minority shareholders’ equity (post-tax)                     1,370,526      28,347,800      13,674,996       --
Total                                                                      325,069,164     434,763,183     929,962,764       --
Explain reasons for 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,
√Applicable    □ Not applicable
               Item                 Amount involved (RMB)                                      Reason
                                                                  Mainly because investment income of RMB 100,079,340 was
Other gains/losses satisfied
                                                                  confirmed for sales of 73.58% equity of Yichang CSG Photoelectric
definition of extraordinary                      100,146,152
                                                                  Glass Co., Ltd., and RMB 66,812 for sales of 51% equity of CSG
gains and losses
                                                                  (Australia) Co., Ltd.
                                                                                                             CSG Annual Report 2015
                      Section III Overview of the Company’s Business
I. Main business of the Company in the report period
CSG Group devotes to energy-saving and renewable energy business. “Providing energy-saving glass and renewable energy products
to the community” is the long-term development strategy for CSG. CSG’s main business scope covers manufacture and sales of flat
glass, architectural energy-saving glass, polysilicon materials, PV modules, new materials like ultra-thin electronic glass and other
high-tech products. The Company currently has three pillar businesses, including flat glass, architectural glass, and solar energy
industry, details of which are as follows:
Flat glass industry
As the only domestic enterprise that possesses the independent intellectual property of high-grade float glass technique, CSG Group
now has10 float glass production lines representing the most advanced technology in domestic market, 2 solar rolled glass production
lines, 2 ultra-thin electronic glass production lines (one of which owned by Yichang CSG Photoelectric Glass Co., Ltd., a
wholly-owned subsidiary of Shenzhen CSG Display Technology Co., Ltd. which is a joint-stock company of CSG with 44.7% equity
held by CSG at present), and one high-performance ultra-thin glass production line. The annual capacity of various high-grade float
glass has reached more than 2.2 million tons, the annual capacity of solar rolled glass has reached over 0.4 million tons, the annual
capacity of ultra-thin electronic glass has reached over 60,000 tons, and the annual capacity of high-performance ultra-thin electronic
glass is 12 million square meters. The Company owns quartz sand raw material bases in Jiangyou, Sichuan Province and Yingde,
Guangdong Province. The production bases for flat glass, solar glass and ultra-thin glass of the Company located in Dongguan,
Chengdu, Langfang, Wujiang, Xianning, and Yichang, which can produce various colors of high-grade float glass with thickness
from 1.1mm to 25mm and ultra-clear float glass, as well as ultra-thin electronic glass with thickness from 0.2mm to 1.1mm. Those
products are widely used in high-grade buildings, decoration and furniture, mirror, automotive windshield, scanner, copier, PDP TV,
rear-projection television, display devices and solar energy field, each performance indicator of which has reached domestic
advanced level.
In the flat glass industry, the Company always adheres to innovation, transformation and upgrading, and further enhances the
profitability of flat glass industry by improving its differential management ability. In 2015, the second-line (700T / D) technological
transformation project of the subsidiary Chengdu CSG was successfully completed, which was the furtherance of the implementation
of upgrading and transformation strategy for CSG’s float glass industry. Meanwhile, the Company made use of its technical
advantages accumulated in the production of float glass and fine glass to prioritize the development of ultra-thin electronic glass. In
2015, the Company’s Qingyuan high-performance ultra-thin glass project officially started and entered into the trial operation stage.
Along with ultra-thin glass production lines built and put into operation one after another, the Company will become the ultra-thin
electronic glass supplier with the most diversified products in this field.
Architectural glass industry
As the nation's largest supplier of high-grade engineering and architectural glass, CSG Group has five architectural and
energy-saving glass processing centers which are located in Tianjin, Dongguan, Xianning, Wujiang, and Chengdu. The Company
possesses the world's most advanced glass deep-processing equipments and testing instruments, and its products cover all kinds of
architectural glass. R&D and use of coating technology of the Company keep pace with the world. The Company has successively
developed the second generation and the third generation energy-saving glass products with continuous improving energy-saving
effect and its high-qualit

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