1、 KONKA GROUP CO.,LTD.Annual Report 2010 Chairman of the Board:Hou Songrong April 2011 Content Section.Important Note-Section II.Company Profile-Section III.Summary of Financial and Business Highlights-Section.Change in Share Capital and Particulars about Shareholders-Section.Directors,Supervisors,Se
2、nior Executives and Staff-Section.Corporate Governance-Section.Shareholders General Meeting-Section.Report of the Board of Directors-Section.Report of the Board of Supervisors-Sect.Significant Events-Section.Financial Report-Section.Documents Available for Reference-Section.Important Note The Board
3、of Directors,the Supervisory Committee,as well as directors,supervisors and senior management staff of Konka Group Co.,Ltd.(hereinafter referred to as“the Company”)warrant that this report does not contain any false or misleading statements or omit any material facts and all information set forth he
4、rein are true,accurate and complete.The Annual Report 2010 and Summary has been reviewed and approved by the 7th Board of Directors at the 9th Session.By reviewing at the 2nd session of the 7th Supervisory Committee,it believed that the Annual Report 2010 and Summary are in compliance with the conte
5、nt and format stipulated by CSRC and Stock Exchange,the information of which can reflect the Companys business management and financial status for the year 2010 in true,accurate and complete way.None of director,supervisor or senior management staff stated that he(she)could not ensure the correctnes
6、s,accuracy and completeness of the contents of the Annual Report or have objection for this report.RSM China Certified Public Accountants Co.,Ltd.audited the Companys annual financial report and produced the standard Auditors Report with unqualified opinion.Mr.Hou Songrong,Chairman of the Board,Mr.Y
7、ang Rong,Chief Financial Officer,and Ruan Renzong,person in charge of the accounting affairs hereby confirm that the Financial Report enclosed in this Annual Report 2010 is true and complete.This report was prepared in both Chinese and English.Should there be any difference in interpretation between
8、 the two versions,the Chinese version shall prevail.Section.Company Profile 1.Legal Name in Chinese:Abbr.in Chinese:Legal Name in English:KONKA GROUP CO.LT D.Abbr.in English:KONKA GROUP 2.Registered and office address:Overseas Chinese Town,Nanshan District,Shenzhen Post Code:518053 Internet website:
9、http:/E-mail:3.Legal Representative:Chairman of the Board Mr.Hou Songrong 4.Secretary to the Board:Mr.Xiao Qing Securities Affairs Representative:Mr.Wu Yongjun Contact address:Secretariat to the Board of Directors,Konka Group Co.,Ltd.,Overseas Chinese Town,Nanshan District,Shenzhen Telephone:0755-26
10、608866 Fax:0755-26600082 E-mail:5.Newspaper designated by the Company for information disclosure:Securities Times,etc.Internet website designated by CSRC for publishing the annual report:http:/Place for saving the annual report:Secretariat to the Board of Directors 6.Stock Exchange Listed with:Shenz
11、hen Stock Exchange Stock Abbreviation:Shen Konka A,Shen Konka B Stock Code:000016 200016 7.Date of Initial Registration:1 Oct.1980 Place:Shenzhen City 8.Registered number of business license of the corporate legal entity:440301501121863 9.Registered number for taxation:440301618815578 10.Certified P
12、ublic Accountants Engaged by the Company:Name:RSM China Certified Public Accountants Co.,Ltd.Address:8-9/F,Block A,International Enterprise Building,No.35 Jinrong Street,Xicheng District,Beijing Section.Summary of Financial and Business Highlights I.Accounting Date as of year 2 0 1 0(I)Major account
13、ing highlights Unit:RMB Yuan 2010 2009 Increase/decrease over the last year2008 Before adjustment After adjustment After adjustment Before adjustment After adjustment Operating revenue(Yuan)17,111,454,066.3413,259,033,591.9513,259,033,591.95 29.06%12,205,292,227.57 12,205,292,227.57Total profit(Yuan
14、)87,706,989.88 145,898,113.51 145,898,113.51-39.88%280,845,894.52 295,561,955.40Net profit attributed to the shareholders of the Company(Yuan)83,947,861.32 151,077,290.18 151,670,735.64-44.65%250,817,154.35 267,680,281.04Net profit attributed to the shareholders of the Company after extraordinary ga
15、ins and losses(Y uan)32,881,567.70 119,681,007.80 120,289,922.24-72.66%254,938,313.48 271,801,440.17Net cash flow arising from operating activities(Yuan)-432,799,347.02 294,103,558.23 294,103,558.23-247.16%362,642,078.29 362,642,078.29 31 Dec.2010 31 Dec.2009 Increase/decrease over the last year 31
16、Dec.2008 Before adjustment After adjustment After adjustment Before adjustment After adjustment Total assets(Yuan)16,466,895,565.00 13,568,083,128.3813,568,083,128.38 21.36%10,517,285,515.63 10,550,222,993.18Owners equity attributed to the shareholders of the Company(Yuan)3,998,647,232.73 3,875,367,
17、861.56 3,886,427,126.20 2.89%3,775,042,931.48 3,801,716,512.21Share capital(Share)1,203,972,704.00 1,203,972,704.00 1,203,972,704.00 0.00%1,203,972,704.00 1,203,972,704.00(II)Major financial indicators Unit:RMB Yuan 2010 2009 Increase/decrease over the last year 2008 Before adjustment After adjustme
18、nt After adjustment Before adjustment After adjustmentBasic EPS(Yuan/share)0.0697 0.1255 0.1260-44.68%0.2083 0.2223Diluted EPS(Yuan/share)0.0697 0.1255 0.1260-44.68%0.2083 0.2223Basic EPS after extraordinary gains and losses(Yuan/share)0.0273 0.0994 0.0999-72.67%0.2117 0.2258Weighted average ROE(%)2
19、.13%3.93%3.95%-1.82%6.84%7.26%Weighted average ROE after extraordinary gains and losses(%)0.83%3.11%3.13%-2.30%6.95%7.38%Net cash flow arising from operating activities(Yuan/share)-0.3595 0.2443 0.2443-247.16%0.3012 0.3012 31 Dec.2010 31 Dec.2009 Increase/decrease over the last year 31 Dec.2008 Befo
20、re adjustment After adjustment Before adjustment Before adjustment After adjustment Net asset per share attributed to the shareholders of the Company(Yuan/share)3.3212 3.2188 3.2280 2.89%3.1355 3.1576 II.Items of extraordinary gains and losses and amount Unit:RMB Yuan Items of extraordinary gains an
21、d losses Amount Note(if applicable)Gains/losses on disposal of non-current assets 14,450,464.04 Government subsidies accounted into gains or losses of current period,except for those acquired in the ordinary course of business or granted continuously in certain standard quota according to relevant n
22、ational laws and regulations 26,116,883.06 Gains/losses on change in fair value of trading financial assets and liabilities,and investment gains on disposal of held for trading financial assets,financial liabilities and available-for-sale financial assets except for hedging financial instruments rel
23、ated to ordinary business of the Company 17,620,097.66 Other non-recurring gains and losses in line with the definition of profit and loss items 9,492,786.52 Effect of minority interests-2,887,202.47 Effect of income tax-13,726,735.19 Total 51,066,293.62-III.Change in shareholders equity in the repo
24、rting period Unit:RMB Yuan Items Opening amount Increase in 2010 Decrease in 2010 Closing amount Share capital 1,203,972,704.00-1,203,972,704.00 Capital reserve 1,257,449,727.58 15,000,000.00 210,040.46 1,272,239,687.12 Surplus reserve 809,307,995.80-809,307,995.80 Retained profit 624,838,163.48 83,
25、947,861.32 12,039,727.04 696,746,297.76 Currency translation differencein statement-9,141,464.66 25,522,012.71-16,380,548.05 Shareholders equity attributedto the Company 3,886,427,126.20 124,259,833.57 12,039,727.04 3,998,647,232.73 Minority interest 219,840,847.25 17,241,633.63 11,592,268.81 225,49
26、0,212.07 Total shareholders equity 4,106,267,973.45 141,501,467.20 23,631,995.85 4,224,137,444.80IV.There was no differences in China and overseas financial statements of the Company for year 2010 Section IV.Change in Share Capital and Particulars about Shareholders I.Change in shares (I)In the repo
27、rting period,the total shares of the Company remained unchanged compared to the last year.(II)In the reporting period,the change in share structure:Unit:share Prior to the change Increase/decrease(+,-)Subsequent to the change Number Ratio Issuance of new share Bonus Transfer capital reserve to share
28、 Other Subtotal Number Ratio I.Shares subject to trading moratorium 198,386,890 16.48%-198,386,890 16.48%1.Shares held by state-2.Shares held by state-owned corporations 198,381,940 16.48%-198,381,940 16.48%3.Shares held by other domestic investors-Including:Shares held by domestic corporations-Shar
29、es held by domestic natural person-4.Shares held by foreign investors-Including:Shares held by foreign corporations-Shares held by foreign natural person-5.Shares held by senior management staffs 4,950 0.00%-4,950 0.00%II.Shares not subjecto tradingmoratorium 1,005,585,814 83.52%-1,005,585,814 83.52
30、%1.RMB ordinary shares 599,910,010 49.83%-599,910,010 49.83%2.Domestically 405,675,804 33.69%-405,675,80433.69%listed foreign shares 3.Overseas listed foreign shares-4.Others-III.Total number of shares 1,203,972,704 100%-1,203,972,704 100%(III)Changes in shares subject to trading moratorium Unit:Sha
31、re Number of shareholders Shares subject to trading moratorium at the year-begin Releasing from trading moratorium in 2010 Increase in this year Shares subject to trading moratorium at the year-end Reason Date of releasing Overseas Chinese Town Group Corporation 198,381,940 0 0198,381,940Commitment
32、in the share merger reform Unknown Shares held by senior management staffs 4,950 0 0 4,950Shares held by senior management staffs Unknown Total 198,386,890 0 0 198,386,890 Note:1.According to commitments made by Overseas Chinese Town Group Corporation,the original non-tradable shareholders of the Co
33、mpany,non-tradable shares held by Overseas Chinese Town Group Corporation shall not be listed or transferred within 24 months since the day such shares were authorized with listing and circulation rights on the market of A-share;when the commitment came to expired,the number of non-tradable shares o
34、f the Company sold by OCT Group Corporation through listing at the Stock Exchange shall not exceed 5 percent of the Companys total shares within 12 months,and not exceed 10 percent within 24 months.2.In accordance with commitments made by OCT Group Corporation original non-tradable shareholders of t
35、he Company in the Share Merger Reform,the shares subject to trading moratorium held by OCT Group Corporation can be listed for trade or transferred since 30 Mar.2008 and all and be realized for listing on 30 Mar.2010.However,OCT Group Corporation,as at the disclosure date of such report,failed to ap
36、ply to Shenzhen Stock Exchange for releasing from the trading moratorium.II.Issuance and listing of shares(I)Over the past three years as at the end of reporting period,the Company did not issue any securities.(II)Apart form 4,950 shares held by senior management staff of the Company,the Company has
37、 no other non-tradable staff shares.III.Introduce to shareholders(I)Time when the shares subject to trading moratorium can be listed for trading on the market Unit:Share Date Additional shares that can be Balance of number of Balance of number of Note listed for trade after expiration of trading mor
38、atorium shares subject to trading moratorium shares not subject to trading moratorium Unknown 198,381,940 0 198,381,940 Note.:1.In accordance with commitments made by OCT Group Corporation original non-tradable shareholders of the Company in the Share Merger Reform,the shares subject to trading mora
39、torium held by OCT Group Corporation can be listed for trade or transferred since 30 Mar.2008 and all and be realized for listing on 30 Mar.2010.However,OCT Group Corporation,as at the disclosure date of such report,failed to apply to Shenzhen Stock Exchange for releasing from the trading moratorium
40、.2.Number of shares subject to trading moratorium in the table excludes such shares subject to trading moratorium held by senior management staffs.(II)As at the end of reporting period,shares held by the top ten shareholders and the top ten shareholders:The number of shares held by the top ten share
41、holders subject to trading moratorium and trading moratorium Unit:share No.Name of shareholder subject to trading moratorium Number of shares subject to trading moratorium Actual number of shares subject to trading moratorium that can be applied for circulation Time that can be listed for trade Addi
42、tional shares that can be listed for trade Trading moratorium1 OCT Group Corporation 198,381,940 198,381,940 Unknown 0 Note Note:1.Overseas Chinese Town Group Corporation,the original non-tradable shareholder of the Company,promised not to trade or transfer the non-tradable shares of the Company wit
43、hin 24 months since the day such shares were authorized with listing and circulation rights on the market of A-share.After the expiration of the aforesaid commitment,the number of non-tradable shares of the Company sold by OCT Group Corporation through listing at the Stock Exchange shall not exceed
44、5 percent of the Companys total shares within 12 months,and not exceed 10 percent within 24 months.2.In accordance with commitments made by OCT Group Corporation original non-tradable shareholders of the Company in the Share Division Reform,the shares subject to trading moratorium held by OCT Group
45、Corporation can be listed for trade or transferred since 30 Mar.2008,and can be released since 30 Mar.2010.However,OCT Group Corporation,as at the disclosure date of this annual report,failed to apply to Shenzhen Stock Exchange for releasing from the trading moratorium.3.Number of shares subject to
46、trading moratorium in the table excludes such shares subject to trading moratorium held by senior management staffs(III)Shares held by the top ten shareholders and the top ten shareholders subject to trading m oratorium Unit:Share Total number of shareholders 111,080Shares held by the top ten shareh
47、olders Name of shareholder Nature of shareholder Proportion of shareholding(%)Total number of shares held Number of shares subject to moratorium Number of shares pledged or frozen OCT Group corporation State-owned corporation 19.00 228,754,783 198,381,940 0 HOLY TIME GROUP LIMITED Foreign corporatio
48、n 4.41 53,089,725 0 Unknown GAOLING FUND,L.P.Foreign corporation 2.19 26,400,625 0 Unknown BOCI SECURITIES LIMITED Foreign corporation 1.01 12,173,460 0 Unknown NAM NGAI Foreign corporation 0.98 11,760,720 0 Unknown CNCA A/C COMPAGNIEFINANCIERE EDMOND DEROTHSCHILD Foreign corporation 0.83 9,999,997
49、0 Unknown Changjiang Securities Co.,Ltd.Domestic non-state-owned corporation 0.56 6,738,261 0 Unknown Guangzhou Municipal EngineeringSupervision Co.,Ltd.Domestic non-state-owned corporation 0.50 6,027,735 0 Unknown Construction Bank of China Fortune SGAM Multi-StrategicGrowth Open-ended Fund Domesti
50、c non-state-owned corporation 0.37 4,458,911 0 Unknown Xia Rui Domestic naturalperson 0.33 4,000,000 0 Unknown Shares held by the top ten shareholders not subject to moratorium Name of shareholders Numbers of shares not subject to moratorium heldType of shares HOLY TIME GROUP LIMITED 53,089,725Domes
