1、 SHENZHEN SEG CO.,LTD.ANNUAL REPORT 2005 Important Notice The Board of Directors and Supervisory Committee of Shenzhen SEG Co.,Ltd.and its directors,supervisors and senior executives individually and collectively accept responsibility for the correctness,accuracy and completeness of the contents of
2、this report and confirm that there are neither material omissions nor errors which would render any statement misleading.Particulars about the Directors attending the Meeting:Chairman of the Board of the Company Mr.Zhang Weimin,Deputy General Manager in charge of financial affairs Mr.Li Lifu and dir
3、ector of financial department Mr.Zhang Changhai hereby confirm that the Financial Report enclosed in the Annual Report is true and complete.This report was prepared in both Chinese and English versions.Should there be any difference in interpretation between the two versions,the Chinese version shal
4、l prevail.Audited by domestic Beijing Zhongtian Huazheng Certified Public Accountants firm and overseas Hong Kong Shinewing Certified Public Accountants,the Financial Report of the year 2005 is respectively standard unqualified Auditors Report.Date of information disclose:April 29,2006-1-CONTENTS.CO
5、MPANY PROFILE-.SUMMARY OF FINANCIAL HIGHLIGHT AND BUSINESS HIGHLIGHT-.CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS-.PARTICULARS ABOUT DIRECTORS,SUPERVISORS,SENIOR EXECUTIVES AND EMPLOYEES-.ADMINISTRATIVE STRUCTURE-.BRIEF OF THE SHAREHOLDERS GENERAL MEETING-.REPORT OF BOARD OF DIRECTOR
6、S-.REPORT OF SUPERVISORY COMMITTEE-.SIGNIFICANT EVENTS-.FINANCIAL REPORT-.DOCUMENTS A V AILABLE FOR REFERENCE-2-Paraphrases Unless carried in the report,the following abbreviations possess the meanings as follows:Color tube:color cathode ray tube used for color television Display tube:color cathode
7、ray tube used for computer display Glass shell:glass bulb of vacuum display devices GPS:global positioning system AK Tricolor Tube:low cost pure flat tricolor tube made of AK metal material(a kind of strong resistance to shock,best tough metal material.AK represents a symbol of toughness index)The C
8、ompany,Company:Shenzhen SEG Co.,Ltd.Guangzhou Fodak:Guangzhou Fodak Group Co.,Ltd.SEG HITACHI:Shenzhen SEG HITACHI Display Devices Co.,Ltd.SEG SAMSUNG:Shenzhen SEG SAMSUNG Glass Co.,Ltd.SEG logistics:Shenzhen SEG Store&Transport Co.,Ltd.SEG GPS:Shenzhen SEG GPS Scientific Navigations Co.,Ltd.SEG Bao
9、hua:Shenzhen SEG Baohua Electrics Co.,Ltd.SEG Communication:Shenzhen SEG Communication Co.,Ltd.Xian SEG:Xian SEG Electric Market Co.,Ltd.Chongqing SEG:Chongqing SEG Electric Market Co.,Ltd.SEG IT:Shenzhen SEG IT Information Co.,Ltd.Shendasheng:Shenzhen SEG Dasheng Co.,Ltd.SHIC:Shenzhen SEG Hi-TECH I
10、NDUSTRIRL CO.,LTD.SEG Industry:Shenzhen SEG Industry Investment Co.,Ltd.SEG Engineering:Shenzhen SEG Engineering Industry Co.,Ltd.SEG Zhongdian:Shenzhen SEG Zhongdian Corlor Display Devices Co.,Ltd.-3-I.COMPANY PROFILE 1.Legal name of the Company In Chinese:深圳赛格股份有限公司 In English:SHENZHEN SEG CO.,LTD
11、.2.Legal Representative:Mr.Zhang Weimin 3.Secretary of the Board of Directors:Ms.Zheng Dan Contact Address:31/F,Tower A,Stars Plaza,Huaqiang North Road,Futian District,Shenzhen Tel:0755-8374 7939 Fax:0755-8397 5237 E-mail:4.Registered Address:31/F,Tower A,Stars Plaza,Huaqiang North Road,Futian Distr
12、ict,Shenzhen Office Address:31/F,Tower A,Stars Plaza,Huaqiang North Road,Futian District,Shenzhen Post Code:518028 Companys Internet Website:http:/E-mail:5.Newspapers Chosen for 2005 Disclosing Information of the Company:China Securities,Securities Times and Ta Kung Pao Newspapers Chosen for 2006 Di
13、sclosing Information of the Company:China Securities,Securities Times and Wen Wei Po Internet Website Designated by CSRC for Publishing the Annual Report:http:/Internet Website of the Company:http:/The Place Where the Annual Report is Prepared and Placed:Secretariat of Board of Directors,31/F,Tower
14、A,Stars Plaza,Huaqiang North Road,Futian District,Shenzhen 6.Stock Exchange Listed with:Shenzhen Stock Exchange Short Form of the Stock:A-share Shen SEG Stock Code:000058 Short Form of the Stock:B-share Shen SEG-B Stock Code:200058 7.Other Relevant Information of the Company Initial registration dat
15、e:July 16,1996 Registration place:16/F,Baohua Tech.Bldg.,Huaqiang North Road,Futian District,Shenzhen Registration date after change:Jun.9,2003 Registration place:31/F,Tower A,Stars Plaza,Huaqiang North Road,Futian District,Shenzhen Registered number of enterprise legal persons business license:4403
16、011014290 Registered number of taxation:State Tax:440301279253776 Local Tax:440304279253776 Name and address of Certified Public Accountants engaged by the Company:Domestic:Beijing Zhongtian Huazheng Certified Public Accountants Company Limited Address:13/F,Ai Hua Bldg.,Shennan(M)Road,Shenzhen-4-Int
17、ernational:SHINEWING Certified Public Accountants Company Limited Address:Room 304,Arion Commercial Centre,2-12 Queens Rd.W.,Hong Kong II.SUMMARY OF ACCOUNTING HIGHLIGHTS AND BUSINESS HIGHLIGHTS(I)Profit indexes of the Company as of the year 2005 Unit:In RMB Total Profit-238,640,892.75Net Profit-129
18、,130,336.23Net profit after deducting non-recurring gains and losses(Note)-130,042,528.65Profit from main operations 61,624,854.39Other operating profit 22,684,014.13Operating profit-234,025,844.25Investment income-1,349,485.71Subsidy income 500,000.00Net non-operating income/expenses-3,765,562.79Ne
19、t cash flow arising from operating activities 190,399,922.94Net increase/decrease in cash and cash equivalents-222,950,862.92Note:Items of non-recurring gains and losses and the related amounts:Unit:RMB No.Item Amount 1 Switching back of depreciation of assets 36,540.062 Net amount of non-operation
20、income and cost-2,753,164.303 Subsidy income 2,711,984.414 Income from short-term investment 387,721.905 Income from share transfer 683,637.246 Impact on income tax-154,526.89 Total 912,192.42(II)The explanation on the difference in the net profit and net assets as calculated based on different acco
21、unting standards and system respectively.As audited by Beijing Zhongtian Huazheng Certified Public Accountants in accordance with Chinese Independent Auditing Standards,Accounting System for Business Enterprises,Accounting Standards for Business Enterprises and relevant laws and rules,the Companys n
22、et profit as of the year 2005 was RMB-129,130,000;while as audited by SHINEWING Certified Public Accountants in accordance with the International Independent Auditing Standards and International Financial Reporting Standards(IFRS)and relevant laws and rules,the net profit as of the year 2005 was RMB
23、-126.908,000.Difference of net profit and net assets according to the different accounting standards and systems:Unit:RMB000 N et profit N et as s ets Year 2005 Year 2004 Dec.31,2005 Dec.31,2004 RMB000 RMB000 RMB000 RMB000-5-As reported in the financial statements audited by the PRC auditors-129,130
24、 101,989 1,278,241 1,404,719CCPC adjustment at the year begin:Fixed assets prepare change of China policy More withdrawal of associates income tax Previous lease fee withdrew by supplement for lease contract _ _Restatement-129,130 101,989 1,278,241 1,404,719 IFRS adjustments:Bad account prepare decr
25、ease/increase More withdrew of V AT export rebate Written off of reserve for unrealized loss on investment(withdraw)713 524 Withdrawal of provision for depreciation of fixed assets in previous year 24,000 24,000Increased equity investment reserve transfer into gains and losses 1,509 Share of results
26、 of associates 997 Previous lease fee withdrew by supplement for lease contract-12,789 Transfer employees reward and welfare fund-3,351 Minority shareholders gains and losses 10,817 _ _ _As adjusted in conformity of IFRS-126,908 98,187 1,302,241 1,428,719=The reasons for difference of net profit aud
27、ited by the different accounting standards and systems:1.Written off of reserve for unrealized loss on investment(withdraw):mainly because net assets of holding company of the Company,Xian SEG,was negative,based on domestic accounting standards,parent calculating long-term equity investment deprecia
28、tion till zero,the rest of losses balance would be calculated in item of unrealized investment losses(gains),Xian SEG realized profit in 2005 so reduced this item;while based on overseas accounting standards,whether long-term investment is negative or not it would be totally consolidated into statem
29、ent,not calculating balance resulting from negative long-term investment through item of unrealized loss on investment.2.Increased equity investment reserve transfer into gains and losses:in 2005 annual report of A-share,items of transaction agio of account payable need not to be paid of associated
30、company,SEG SAMSUNG,which assessed based on equity method by the Company,adjusted into capital reserve,as well as account payable need not to be paid in consolidated scope of SEG COMMINICATION and SEG LOGISTICS.While in-6-2005 annual report of B shares,calculated these items into gains and losses in
31、 the report period.3.Net profit difference:mainly due to withdrawing provision for depreciation of fixed assets in previous year by domestic accountant not by overseas accountant.(III)Accounting data and financial indexes over the previous three years at the end of report period Indexes Year 2005 Ye
32、ar 2004 Year 2003 1.Income from main operations(RMB)1,815,785,190.362,587,914,745.43 2,321,697,094.052.Net profit(RMB)-129,130,336.23 101,989,382.04 169,568,523.603.Total assets(RMB)3,458,666,122.04 3,860,604,836.79 3,875,452,356.124.Shareholders equity(excluding minority interests)(RMB)1,278,241,15
33、8.94 1,404,719,098.30 1,386,693,709.605.Earnings per share(RMB/share)(Fully diluted)-0.178 0.1405 0.23356.Earnings per share(RMB/share)(Weighted average)-0.178 0.1405 0.23357.Earnings per share after deducting non-recurring gains and losses(RMB/share)-0.179 0.1365 0.10938.Net assets per share(RMB/sh
34、are)1.760 1.935 1.9109.Net assets per share after adjustment(RMB/share)1.717 1.776 1.79210.Net cash flow per share arising from operating activities(RMB/share)0.262 0.103 0.44611.Return on equity(%)(Fully diluted)-10.102 7.26 12.22812.Return on equity(%)(Weighted average)-9.640 7.26 13.02513.Weighte
35、d return on equity after deducting non-recurring gains and losses(%)-9.70 7.06 6.431Note:there existed no retroactive adjustments on previous net profit(IV)Supplemental statement of profit in the report period Return on equity and earnings per share calculated according to Regulations on the Informa
36、tion Disclosure of Companies Publicly Issuing Shares(No.9)released by CSRC:Year 2005 Year 2004 Year 2003 Return on equity(%)Earnings per share(RMB)Return on equity(%)Earnings per share(RMB)Return on equity(%)Earnings per share(RMB)Items Fully diluted Weighted average Fully diluted Weighted average F
37、ully dilutedWeighted averageFully dilutedWeighted averageFully diluted Weighted average Fully dilutedWeighted averageProfit from main operations 4.82 4.60 0.0849 0.0849 24.50 24.51 0.4739 0.4739 26.09 27.79 0.50 0.50-7-Operating profit-18.31-17.46-0.3223-0.3223 6.56 6.55 0.1270 0.1270 6.85 7.29 0.13
38、 0.13 Net profit-10.10-9.64-0.1778-0.1778 7.26 7.26 0.1405 0.1405 12.23 13.03 0.23 0.23 Net profit after deducting non-recurring gains and losses-10.17-9.70-0.1791-0.1791 7.06 7.06 0.1365 0.1365 6.04 6.43 0.11 0.11(V)Particulars about changes in shareholders equity at the report period Unit:RMB Item
39、s Amount at the period-begin Increase in the report periodDecrease in the report period Amount at the period-end Share capital 726,145,863 726,145,863.00Capital reserve 392,223,137.11 1,509,240.08 393,732,377.19Statutory surplus reserve 35,958,711.89 35,958,711.89Statutory public welfare fund 70,756
40、,584.18 70,756,584.18Retained profit 181,480,772.62 129,130,336.23 52,350,436.39Unrealized loss on investment-1,845,970.50 713,057.83-1,132,912.67Conversion balance of foreign currency-430,098.96 430,098.96Total shareholders equity 1,404,719,098.30 2,222,297.91 129,130,336.23 1,278,241,158.94Causes
41、of change:1.Increase of capital public reserve is because that other unpaid account payable in due transferred into capital reserve as well as other account payable and account payable of associated company SEG SAMSUNG assessed by equity method,resulting from relevant adjustment of the Company.2.Unr
42、ealized loss on investment:mainly due to equity method assessment on Xian SEG by the Company,because net assets of Xian SEG was negative and the Company reduced its long-term equity investment till zero,the part of negative net assets reflected in this item,decrease in 2005 was due to Xian SEG reali
43、zing profit transferred into this item.3.Decrease of retained profit was due to deficit in 2005 as well as negative net profit.4.Conversion balance of foreign currency was due to change in exchange rate in 2005.III.CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS(I)Particulars about chang
44、es in share capital 1.Statement of change in shares Statement of change in shares Unit:share Increase/decrease of this time(+,-)Items Before the change Rationed share Bonus sharesCapitalization of public reserve Additional issuance Others Sub-total After the change-8-I.Unlisted shares 1.Sponsors sha
45、res Including:State-owned share 237,359,666 237,359,666Domestic legal persons shares 174,118,232 174,118,232Foreign legal persons shares Others 2.Raised legal persons shares 3.Inner employees shares 4.Preference shares or others Including:Transferred/allotted shares Total unlisted shares 411,477,898
46、 411,477,898II.Listed shares 1.RMB ordinary shares 86,626,238 86,626,238(Including:shares held by senior executives)43,556+32,400-34,650 41,3002.Domestically listed foreign shares 228,041,727 228,041,7273.Overseas listed foreign shares 4.Others Total listed shares 314,667,965 314,667,965III.Total sh
47、ares 726,145,863 726,145,863In the report period,equity structure of the Company remains unchanged Issuance and listing of shares(1)Over the previous three years at the end the report year,the Company did not issue shares.(2)Ended the report period,the Company has not performed Share Merger Reform y
48、et.(3)There exist no inner employees shares.(II)About shareholders and share holding by them(ended as of Oct.,31,2005)Total shareholders According to shareholders name list of the Company ended Dec.,31,2005 presented by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited,
49、total shareholders of the Company amounting to 76,233 including 48,669 A shares and 27,564 B shares.Particulars about shares held by the top ten shareholders Order Name of shareholders Nature of shareholders Proportion of shares held Total number shares held Non-circulating shares held Pledged or fr
50、ozen shares 1 Shenzhen SEG Group Company Limited State-owned shareholder 32.69%237,359,666 237,359,666 Total shares were frozen ended the report period,including pledged frozen amounting to 98,500,000 shares and judicially frozen amounting to 138,859,666 shares 2 Guangzhou Fodak Group Co.,Ltd.Other
