小天鹅Ｂ：2012年第一季度报告全文（英文版） .ppt

WUXI LITTLE SWAN COMPANY LIMITEDTHE FIRST QUARTERLY REPORT FOR 20121.Important Notice1.1 The Board of Directors,the Supervisory Committee,directors,supervisors andsenior executives of Wuxi Little Swan Company Limited(hereinafter referred to as“the Company”)hereby guarantee that this report carries no false information,misleading statements or major omissions,and will accept,individually andcollectively,the responsibility for the factuality,accuracy and completeness of theinformation set forth herein.1.2 The 1st Quarterly Financial Report of the Company has not been audited by anaccounting firm.1.3 Mr.Fang Hongbo,the company principal,Mr.Chai Xinjian,GM,Ms.Xiao Li,CFO,and Mr.Zhong Fangliu,the person-in-charge of the accounting department,hereby confirm that the financial statements enclosed in the quarterly report arefactual and complete.English Translation for Reference Only.Should there be any discrepancy between thetwo versions,the Chinese version shall prevail.2.Company Profile2.1 Main accounting data and financial indicesUnit:(RMB)Yuan,31 Mar.2012,31 Dec.2011,Increase/decrease(%),Total assets(Yuan)Owners equity attributable to shareholders of the,7,724,987,853.763,559,675,048.10,9,145,185,476.943,441,144,937.45,-15.53%3.44%,Company(Yuan),Share capital(share)Net assets per share attributable to shareholders of the,632,487,764.005.63,632,487,764.005.44,0.00%3.44%,Company(Yuan/share),Jan.-Mar.2012,Jan.-Mar.2011,Increase/decrease(%),Gross revenues(Yuan)Net profit attributable to shareholders of the Company,1,629,565,324.87118,581,048.80,3,831,419,221.99135,433,479.99,-57.47%-12.44%,(Yuan),Net cash flows from operating activities(Yuan),-1,660,902.67,-735,923,388.16,99.77%,Net cash flows per share from operating,activities,0.00,-1.16,99.77%,(Yuan/share),Basic EPS(Yuan/share),0.19,0.21,-9.52%,-,34,612,Diluted EPS(Yuan/share)Weighted average ROE(%)Weighted average ROE after deducting non-recurring,0.193.39%3.35%,0.214.33%3.38%,-9.52%-0.94%-0.03%,gains and losses(%)Items of non-recurring gains and losses,Applicable,Inapplicable,Unit:RMB Yuan,Items of non-recurring gains and lossesGains and losses from disposal of non-current assetsGovernment subsidies recorded into current gains and losses,excludingthose related closely to the routine business of the Company andcontinuously enjoyed by the Company at fixed amounts or ratiosaccording to state policies and regulationsOther non-operating incomes and expensesIncome tax effectsMinority interests effectsTotal,Amount from the year-beginto the period-end-4,680,025.003,449,986.353,565,160.48-350,268.27-544,079.511,440,774.05,Notes(if applicable),2.2 Total number of shareholders at the end of the reporting period,as well as theshares held by the top ten shareholders holding shares not subject to tradingmoratoriumUnit:ShareTotal number of shareholders at the end of the reporting periodShares held by the top ten shareholders not subject to trading moratoriumShares not subject to,Full name of shareholder,trading moratorium heldat the period-end,Type of share,GAOLING FUND,L.P.,50,869,524 Domestically listed foreign shares,FINANCE BUREAU OF WUXI,22,057,657,RMB ordinary shares,BOCI SECURITIES LIMITEDGUOTAI JUNAN SECURITIES(HONGKONG)LIMITED,20,976,486 Domestically listed foreign shares12,895,197 Domestically listed foreign shares,NATIONAL SOCIAL SECURITY FUND PORTFOLIO 102,10,500,857,RMB ordinary shares,SUN HUNG KAI INVESTMENT SERVICES LTD-CUSTOMERS A/C,6,986,181 Domestically listed foreign shares,CHINA CONSTRUCTION BANKPENGHUA VALUE ADVANCEDSTOCK SECURITIES INVESTMENT FUNDINDUSTRIAL AND COMMERCIAL BANK OF CHINASOOCHOWJIAHE ADVANCED SELECTED MIXED TYPE OPEN-ENDEDSECURITIES INVESTMENT FUND,6,933,8286,386,482,RMB ordinary sharesRMB ordinary shares,UBS CUSTODY SERVICES SINGAPORE PTE.LTD.TRISKELE CHINA FUND,5,965,705 Domestically listed foreign shares5,917,524 Domestically listed foreign shares,-,-,3.Significant Events3.1 Significant changes in main accounting statement items and financial indicators aswell as reasons for these changes,Applicable,Non-applicable,Unit:RMB Ten thousand,Statement itemsTransactionalfinancial assetsNotes receivablePrepaymentsInventoriesConstructioninprogress,31 Mar.2012141.91165,013.1219,138.9561,838.88123.16,31 Dec.2011429.23275,792.4025,005.2080,940.07,Movement-287.33-110,779.28-5,866.25-19,101.20123.16,Movementrate-67%-40%-23%-24%,Reason for movementForward foreign exchange contracts were due.Some notes were due and some were used forgoods payments.Inventories decreased and prepayments formaterials decreased.Effect of the production and sale cycleThe sewer network improvement projectnewly launched by the Company did notreach settlement yet.,Otherassets,current,8,582.51,11,205.27,-2,622.75,-23%,Moulds for production were amortized andtheir value decreased.,Notes payableAccounts payablePayroll payableTaxes and farespayableDeferred incometax liabilitiesStatement itemsGross operatingrevenuesOperating costsBusiness taxesand surtaxesSelling expenseAdministrativeexpenseFinancial expenseGains on fairvalue changesInvestmentincome,70,319.80201,049.6110,099.035,998.6023.73Jan.-Mar.2012162,956.53131,205.541,184.179,878.256,536.86-1,617.45-287.33353.80,153,931.95281,548.8213,548.07146.3967.15Jan.-Mar.2011383,141.92320,905.56947.5426,541.7719,511.84375.661,222.702,164.69,-83,612.15-80,499.21-3,449.035,852.22-43.42Movement-220,185.39-189,700.03236.63-16,663.52-12,974.99-1,993.11-1,510.02-1,810.89,-54%-29%-25%-3998%-65%Movementrate-57%-59%25%-63%-66%-531%-123%-84%,Some notes payable were cleared.Mature goods payments were made.The payroll payable for 2011 was paid in thisquarter.Effect of the production and sale cycleFair value decreases of transactional financialassets and available-for-sale financial assetsReason for movementThe sales volume decreased due to the marketenvironment.It decreased as the sales income decreased.Due to the production and sale cycle,itincreased as the turnover tax increased.Expenses decreased as the sales incomedecreased.It was effectively reduced due to adjustmentof the Companys management structure.Increase of interest on depositsGains on fair value changes of forwardforeign exchange contracts decreased.Earnings were obtained from disposing thesubsidiary Huayin Electric Appliances in the,-,same period of last year.,Non-operatingincomeNon-operatingexpenseTotal profitIncome taxexpenseNet profitMinorityshareholderincome,788.29743.9115,330.762,375.8312,954.931,096.83,2,483.52429.0019,689.993,276.8616,413.132,869.78,-1,695.23314.91-4,359.23-901.04-3,458.20-1,772.95,-68%73%-22%-27%-21%-62%,Governmental subsidies received decreased.Some scrap was disposed and the loss onfixed asset disposal increased.The sales decreased.The total profit decreased.The total profit decreased.Profit achieved by non-wholly-fundedsubsidiaries decreased.,Other,With smaller fluctuations of the exchange,comprehensive,-5.09,-29.90,24.81,-83%,rates,the foreign-currency statement,incomesNet cash flows,translation difference decreased.,from operating,-166.09,-73,592.34,73,426.25,-100%,Cash paid for goods and services decreased.,activitiesNet cash flows,from investing,-5,198.62,-911.94,-4,286.68,-470%,Cash paid to acquire fixed assets decreased.,activitiesNet cash flows,from operating,7,619.19,-7,619.19,100%,Short-term borrowings secured decreased.,activities3.2 Progress of significant events as well as their influence and solutions3.2.1 Non-standard audit opinion,Applicable,Inapplicable,3.2.2 The Company provides funds for the controlling shareholder or its relatedparties or provides external guarantees in violation of the prescribed procedure,Applicable,Inapplicable,3.2.3 Significant contracts signed and executed concerning routine operation,Applicable3.2.4 OtherApplicable,InapplicableInapplicable,3.3 Commitments made by the Company,its shareholders and actual controllerCommitments made by the Company,its directors,supervisors,senior executives,shareholders holding over 5%of the Companys shares,actual controller and otherrelated parties in the reporting period,or such commitments carried down into thereporting period,Applicable,Inapplicable,Commitment,Promisor,Contents of commitment,Implementation,Commitment on Controlling Where the controlling shareholder GD Midea Holding Co.,Ltd.(Midea In the process of,share reform,shareholder Holding)plans to sell the Companys shares released from trading implementation,moratorium held by it via the bid trading system of the Shenzhen StockExchange,and Midea Holding decreases over 5%shares within sixmonths since the first reduction of holdings,Midea Holding will disclosethe suggestive announcement on share selling through the Company twotrading days before its first reduction of holdings.Commitment inthe acquisition,report,or,the Naught,Naught,Naught,report on equitychanges1.As for Midea Holdings commitment on share lock-up,it hascommitted that it will not transfer Little Swan shares held by it within 36months since the date when the private share offering deal is closed.2.As for the commitment of avoiding horizontal competition,MideaHolding(the controlling shareholder)and Mr.He Xiangjian(the actualcontroller)has promised that,for the period after the said transactionwhen the Companys controlling shareholder and actual controllerremain unchanged,Midea Holding,Mr.He Xiangjian and othersubsidiary companies under their control excluding the Company and theCompanys subordinate companies will not increase business orestablish new subsidiary companies engaged in business which is thesame with or similar to the Companys main business or formssubstantial horizontal competition with the Company.If they act against,Commitment Controllingmade in the shareholdersignificant asset and actualreorganization controller,the commitment above,profits thus generated will be attributable to theCompany.3.As for the commitment for regulating related-party transactions,GD Midea Holding(the controlling shareholder)and Mr.He Xiangjian(the actual controller)have promised that when there are inevitablerelated-party transactions or such transaction incurred with rationalreasons after the completion of the transaction,they will follow the fair,reasonable and market principles in formulating and signing relevantagreements on such related-party transactions and ensure that no harmwill be done to interests of the Company and other shareholders.WhereGD Midea Holding and Mr.He Xiangjian act against the promise aboveand damage interests of the Company and other shareholders,they willassume liabilities for compensation according to relevant provisions.4.As for the commitment on independence,GD Midea Holding haspromised to protect Little Swans independence in terms of assets,staff,finance,organization and business.5.As for the commitment on related-party deposits and borrowings,up to 8 Apr.2010,the Financial Settlement Center of GD Midea Holdinghad settled all internal deposits and borrowings with Hefei RoyalstarWashing Equipment Manufacturing Co.,Ltd.;and GD Midea Holding,The commitmentmetioned in 9 hasbeen fulfilled andthe other are still inthe process ofexecution.,has promised that there will be no more deposits,borrowings or otherfunds flows incurred between the Financial Settlement Center and HefeiRoyalstar Washing Equipment Manufacturing Co.,Ltd.,6.The commitment by GD Midea Holding on housing propertieswith no ownership certificates of the target company for sale isdetailed as follows.Two pieces of the buildings of Royalstar WashingEquipment assessed and sold to the Company are of no ownershipcertificatesthe warehouse for half-finished products(176 squaremeters)and the workshop for injection molding(834 square meters),both located in the old factory of Royalstar Washing Equipment,HewaRoad,Hefei.GD Midea Holding has promised that if loss occurs due tothe said two buildings without ownership certificates in the assetdisposal process in the future,it will assume the loss thus caused andmake compensation to the Company.,7.The commitment by GD Midea Holding on trademarks is detailedas follows.(1)Concerning the“Midea”trademark:Upon approval andimplementation of the equity transfer transaction,GD Midea Holdinghas promised that it will make sure that Royalstar Washing Equipmentuses the“Midea”trademark in a proper manner.Royalstar WashingEquipment will be allowed to use the“Midea”trademark with atrademark use fee not more than that paid by Midea Group(thecontrolling shareholder of GD Midea Holding)and its subsidiaries(currently 3 of the annual sales income generated by products usingthe“Midea”trademark),and upon negotiation and signing of the“Agreement for Trademark Use”.The related-party transactions incurreddue to the said use of the“Midea”trademark will be submitted to thedecision-making organ of the Company for approval according to thestipulated procedure.As such,interests of the Company and its minorityshareholders will be safeguarded.(2)Concerning the“Royalstar”trademark:GD Midea Holding has signed the“Contract for TrademarkUse”with Royalstar Group and obtained the ordinary use rights of the“Royalstar”(or“荣事达”)trademark.As the transferor in the transfertransaction of equity interests of Royalstar Washing Equipment,GDMidea Holding has promised that within the scope as agreed in the“Contract for Trademark Use”,if any dispute arises between RoyalstarWashing Equipment and Royalstar Group over the formers execution ofthe“Contract for Trademark Use”,Little Swan will not be involved.IfRoyalstar Washing Equipment and Little Swan have to assume anyresponsibility or loss due to the aforesaid dispute,GD Midea Holding iswilling to take on the responsibility instead and make compensations toRoyalstar Washing Equipment and Little Swan at full amount.,8.The commitment by GD Midea Holding on social securitypayment and tax risks is detailed as follows.GD Midea Holding haspromised that upon the completion of the said equity transfer deal,if,Royalstar Washing Equipment is obliged to take on any responsibility orpay relevant fares as required by relevant government authorities due toits social security payment before the said deal,GD Midea Holding iswilling to pay relevant fares for Royalstar Washing Equipment torelevant government authorities in a timely manner and assume anyother liability.If any loss thus occurs to Royalstar Washing Equipmentor Little Swan,GD Midea Holding is willing to assume relevantresponsibilities for compensation.Upon the completion of the saidequity transfer deal,if income tax evasion or any other tax risk is foundin Royalstar Washing Equipment,GD Midea Holding is willing toassume relevant legal responsibilities and risks and pay relevant taxes ina timely manner to relevant government authorities;and if any loss thusoccurs to Little Swan,GD Midea Holding will assume the correspondingresponsibility for compensation.9.The agreement on compensations in relation to earning estimatesis detailed as follows.As recognized both by Little Swan and GD MideaHolding,net profits ach