皖美菱Ｂ：第一季度报告全文（英文版） .ppt

,Hefei Meiling Co.,Ltd.,The First Quarterly Report 2012(Full Text),Hefei Meiling Co.,Ltd.The First Quarterly Report 2012(Full Text)1.Important Notes1.1 Board of Directors and the Supervisory Committee of Hefei Meiling Co.,Ltd.(hereinafterreferred to as the Company)and its directors,supervisors and senior executives hereby confirm thatthere are no any fictitious statements,misleading statements,or important omissions carried in thisreport,and shall take all responsibilities,individual and/or joint,for the reality,accuracy andcompletion of the whole contents.1.2 The First Quarterly Financial Report of 2012 has not been audited by CPAs.1.3 Chairman of the Board Mr.Liu Tibin,President Mr.Wang Yong,Deputy President Mr.YuWangchun and Person in Charge of Accounting Works Mr.Tang Bin hereby confirm that theFinancial Report hereby confirm that the Financial Report of the First Quarterly Report is true andcomplete.2.Company Profile2.1 Main accounting highlights and financial indexes:Unit:RMB,At the end of thereport period,At the period-end ofthe last year,Changes ofincrease/decrease(%),Total assets(RMB),7,713,392,031.27,7,602,563,620.91,1.46%,Owners equity attributable to,shareholders of the listed company,2,830,834,119.06,2,796,317,375.44,1.23%,(RMB),Total share capital(Share),636,449,338.00,636,449,338.00,0.00%,Net asset per share attributable to,shareholders of listed company,4.45,4.39,1.37%,(RMB/Share),In the report period,The same period oflast year,Changes ofincrease/decrease(%),Total operating income(RMB),2,295,111,500.70,2,214,478,744.14,3.64%,Net,profit,attributable,to,shareholders of the listed company,34,607,026.34,38,110,507.07,-9.19%,(RMB),Net cash flow arising from operatingactivities(RMB)Net cash flow arising from operatingactivities per share(RMB/Share),-131,391,287.31-0.21,-420,571,347.68-0.79,68.76%73.42%,Basic earnings(RMB/Share)Diluted earnings(RMB/Share),perper,shareshare,0.05440.0544,0.07190.0719,-24.34%-24.34%,Weighted average return on equity(%),1.23%,1.39%,-0.16%,Weighted average return on equity,after deducting non-recurring gains,1.17%,1.34%,-0.17%,and losses(%)1,-,Hefei Meiling Co.,Ltd.,The First Quarterly Report 2012(Full Text),Note:the profit distribution plan of 2010 was implemented in August of 2011;total share capitalof the Company increased to 636,449,338 shares from 530,374,449,therefore,total share capitalcalculated for this period based on 636,449,338 shares while same period of last year based on530,374,449 shares.Items of non-recurring gains and losses Applicable InapplicableUnit:RMB,Items of non-recurring gains and lossesGains and losses from the disposal of non-currentassetsGovernmental subsidy reckoned into current gainsand losses,but closely relevant to the Companysbusiness except for the governmental subsidyenjoyed in quota or ration according to the nationalgeneral standardsOther non-operating income and expenditure exceptfor the aforementioned itemsInfluenced amount of minority shareholders equityInfluenced amount of income taxTotal,Amount from year-beginto period-end-448,903.922,212,802.1321,991.15-33,064.44-102,402.541,650,422.38,Remarks(Ifapplicable),2.2 Total number of shareholders at the end of the report period and shares held by the topten shareholders with unrestricted conditionsUnit:Share,Total number of shareholdersat the end of report period,66,500,Particulars about the shares held by the top ten tradable shareholders with unrestricted conditionsAmount of tradable shares with,Full name of shareholder,unrestricted conditions held atthe end of report period,Type of shares,Sichuan Changhong Electric Co.,LtdHefei Xingtai Holding Group Co.,LtdDragon Life Universal insuranceproductChanghong(Hong Kong)Trade Co.,Ltd.GUOTAI JUNANSECURITIES(HONGKONG)LIMITEDGuotai Junan Securities Co.,Ltd.Ningbo Weichuang UnionInvestment Co.,Ltd.Founder Securities Co.,Ltd.Donghai Securities Co.,Ltd.CAO SHENGCHUN,90,664,342 RMB common share39,251,671 RMB common share24,000,000 RMB common share20,971,519 Domestically listed foreign share13,716,869 Domestically listed foreign share12,000,000 RMB common share10,800,000 RMB common share10,800,000 RMB common share10,800,000 RMB common share10,429,906 Domestically listed foreign share2,Hefei Meiling Co.,Ltd.,The First Quarterly Report 2012(Full Text),3.Significant Events3.1 Particulars about material changes in items of main accounting statement and financialindex,and explanations of reasons,Applicable,Inapplicable,3.1.1 Changes and reasons of items in balance sheetUnit:RMB,Item,Balance atperiod-end,Balance atyear-begin,Changesratio,Reasons of changes.,WagespayableTaxespayable,76,414,695.13126,553,840.63,109,562,805.2573,939,903.98,Staff remuneration and annual bonus-30.25%of December,withdrawal for year of2011,was distributed.71.16%Postponement payment of taxes.,3.1.2 Changes and reasons of items in profit statementUnit:RMB,ItemBusiness taxand surcharge,Amount at thisperiod6,779,869.41,Amount atsame periodof last year4,629,805.23,Changesratio46.44%,Reasons of changes.Taxes increased due to sales expansion.,Subordinate marketing division of former,Administrativeexpenses,83,538,395.24,62,144,428.52,34.43%,parent company reorganized asindependent joint-venture in April 2011;part of the expense calculated in salesexpenses was calculated in administrative,expense for this period.,FinancialexpensesAssetsimpairmentlossesInvestmentincome(loss islisted with“-“),-23,224,251.629,435,721.68-383,521.48,-7,006,958.932,024,454.30235,864.47,-231.45%366.09%-262.60%,Increased of interest from time deposit offund raised,as well as gains/losses ofexchange and cash discount obtainedfrom suppliers.The bad debt provision withdrawal andinventory depreciation provisionincreased.Decrease of equity invested injoint-ventures and affiliated enterprises.,3.1.3 Changes and reasons of items in cash flow statementUnit:RMB,ItemCash receivedfrom sellinggoods andlabor provided,Amount at thisperiod1,390,920,733.09,Amount atsame period oflast year972,106,840.66,Changesratio43.08%,Reasons of changesSales income gains a sustainable growthin this period;settlement of exchangefor note receivable undue.,Cash paid for,otheroperation,140,966,582.38,245,548,289.60,-42.59%,Cash paid for sales expense decreased inthis period.,activities3,-,-,Hefei Meiling Co.,Ltd.,The First Quarterly Report 2012(Full Text),Cash receivedfrominvestmentincomeNetcash,514,300.00,-100.00%,Cash dividend allocated from propertyexchange of Hefei Technology,stockjointly company of the Company,insame period of last year.,received from,disposal,of,fixed assets,intangibleassets and,557,803.00,1,112,104.15.,-49.84%,Disposal of assets decreased in thisperiod.,otherlong-termassetsCash paid forpurchasing,fixed assets,intangibleassets andother,50,796,274.87,36,146,666.52,40.53%,Increase of investment on project ofproduction base of Athena LuxuryRefrigerator and capacity expansion forice box.,long-termassets,Cash receivedby absorbinginvestment,30,191,000.00,-100.00%,No new subsidiary was invested in thisperiod.,Cash paid fordebt,11,000,000.00,42,048,951.80,-73.84%,Bank loans paid expired reduced in thisperiod.,Cash paid for,dividend/profitdistributed orinterest,1,916,677.69,2,900,223.66,-33.91%,Loan interest paid in this perioddecreased.,paymentInfluence ofcash and cash,equivalentfrom changes,3,192,615.43.,1,233,015.43.,158.93%,Changes of foreign exchange rate inreport period.,of,foreign,exchange rate3.2 Analysis and explanation of significant events and their influence and solutions3.2.1 Particular about Qualified Opinion,Applicable,Inapplicable,3.2.2 Particular about fund offered to shareholder or its related parties by the Company andexternal guarantee with procedure violation,Applicable,Inapplicable,3.2.3 Particular about the significant contract of routine operation signed and implemented,Applicable,Inapplicable,4,Hefei Meiling Co.,Ltd.3.2.4 Other,The First Quarterly Report 2012(Full Text),Applicable,Inapplicable,1.Particular about process of the fund raised and investment of fund raised in the reportperiodPrivately A-stock offering of the Company was implemented in 2010,raised capital totallyamounting to RMB 1,199,999,820,net raised capital of RMB 1,177,954,320 after deducted RMB22,045,500 issuing expense(including RMB 20,500,000 underwriting fee and sponsor charge).For purpose of improving the utilization of raising fund,reduced the financial expenses,lowerthe operational cost and under the premise of ensure the capital requirement for investment project,temporary supplementation of circulating capital from partial idle raising fund has been deliberatedand approved by 7th Meeting of 7th Session of the Board,the 4th Meeting of 7th Session of supervisorycommittee and 5th extraordinary shareholders general meeting of 2011,and recognized byindependent director and sponsor institution.Partial raising fund was consented for temporarysupplementation for circulating capital,amount of RMB 400 million within 6 months since the dateof approval day from Shareholders General Meeting,which is from 21 December 2011 to 21 June2012.Raised fund are utilized by the Company by regulations and decision-making rules till recently.Ended as 31st March 2012,funds used for project of fund raised totally amounting to RMB558,104,962.Besides,idle raised fund temporary for current capital supplementation was RMB 187million.Balance of raised fund of the Company was RMB 633,867,484(including interest RMB14,018,126 and RMB 187 million,supplemented current capital of the Company temporary).Investment of raised fund project RMB 558,104,962 including:RMB 243,929,740 invested inproduction base of Athena luxury refrigerator;RMB 166,116,077 invested in capacity expansion ofice box;RMB 110,091,034 invested in capacity expansion of environmentally refrigerator(includingsaving interest RMB 91,034);RMB 37,968,111 used for current capital supplementationtemporary(including saving interest RMB 13,791).Ended as 31st March 2012,first phase of production base of Athena luxury refrigeratorcompleted its main plant,part of the production equipment finished installment and debugging and isin a trial production recently,first phase will expected to put into production in June of 2012;firstphase of capacity expansion for ice box has put into production in January 2011 with favorablerunning condition;production line for second phase of this project is on process and expected to putinto production at end of October 2012;project of capacity expansion for environmentallyrefrigerator has put into production and with a favorable running condition in report period.2.Un-lock of part of restricted shares of privately offering of A-stock for year of 2010On 11 January 2012,part of the A-stock,privately offering for year of 2010,was released.Totally 7 shareholders un-lock the sales(excluding shares subscribed by Sichuan Changhong ElectricCo.,Ltd.,controlling shareholder of the Company),totally 93,385,200 shares are released for sales,a14.67%in total share capital of the Company.More details found in notice of No.:2012-001 released on appointed media dated 10 January2012.3.Increasing of shareholding by controlling shareholdersOn 16 January 2012,the Letter of increasing of shareholding was received by the Companyfrom Sichuan Changhong Electric Co.,Ltd.(“Sichuan Changhong”),controlling shareholder of theCompany.Based on confidence of future development of the Company,totally shares of theCompany 1,664,541 shares were increased for held by Sichuan Changhong and its subordinatewholly-owed subsidiary Changhong(Hong Kong)Trade Co.,Ltd(“HK Changhong”)with a 0.26%in total share capital of the Company occupied by exchange system of Shenzhen Stock Exchangefrom 26 December 2011 to 13 January 2012.Sichuan Changhong increased shareholding 1,274,000shares of circulated A-stock of the Company by exchange system of Shenzhen Stock Exchange dated13 January 2012,a 0.20%in total share capital of the Company;HK Changhong increased5,Hefei Meiling Co.,Ltd.,The First Quarterly Report 2012(Full Text),shareholding 390,541 shares of circulated B-stock of the Company by exchange system of ShenzhenStock Exchange from 26 December 2011 to 13 January 2012,a 0.06%in total share capital of theCompany.Ended as 31st March 2012,shares of the Company 158,328,461 shares were held by SichuanChanghong and its person acting in concert HK Changhong in total with 24.88%in total share capitalof the Company;Sichuan Changhong held 137,356,942 A-stock of the Company directly with21.58%in total share capital while HK Changhong held 20,971,519 circulated B-stock of theCompany with 3.30%in total share capital of the Company.More details found in notice of No.:2012-002 released on appointed media dated 17 January2012.4.the fifth batch of release of circulated shares with restricted condition afterimplementation of share merger reformThe fifth batch of restricted circulated shares after implementation of share merger reform wasreleased for trading on 30 March 2012.Shares with restriction released for this time has 5shareholders,totally 607,846 shares release for sales,a 0.0955%in total share capital of theCompany.More details found in notice of No.:2012-011 released on appointed media dated 28 March2012.5.“Implementation plan of internal control regulations”The“Implementation plan of internal control regulations”for year of 2012 was deliberated andapproved in 11th Meeting of 7th Session of the Board.More details found in notice of No.:2012-012 and“Implementation plan of internal controlregulations”released on appointed media dated 31 March 2012.6.Relevant lawsuits and arbitrationBased on the principle of unify usage and integrated management on the trademark and tradename of“Meiling”,the Company checking and inspecting the situation,left over by history reasons,of trademark and trade name authorized externally from Hefei Meiling Holding Group(“MeilingGroup”)before acquisition.Progress of lawsuit and arbitration with“Meiling”involved ended as thisreport period are as:(1)Subordinate subsidiary of the Company Meiling Group charge Hefei Meiling SmallAppliance Co.,Ltd.for agreement termination signed originally“Agreement of TrademarkLicensing”.Meiling Group secondly appeal to High Peoples court of Anhui Province,recently thecase open a court session and waiting for the ruling.(2)Case of agreement termination signed originally“Agreement of Trademark Licensing”between Meiling Group and Hefei Meiling Communication Technology Co.,Ltd and Hefei MeilingCabinet Appliance Co.,Ltd,and compensation suit has been applied for attribution.Recently the caseopen a court session and waiting for the ruling from Hefei Attribution Committee.3.3 Implementations of commitments by the Company,shareholders and actual controllerCommitments make within the report period or persisted to the period by listed company and itsdirector,supervisor and senior executives,shareholder with over 5 percent shares held and its actualcontroller,Applicable,Inapplicable,Item of Commitmen