ST国商B：第三季度报告全文（英文版） .ppt

-,-,Shenzhen International Enterprise Co.,Ltd.The Third Quarterly Report 2012I.Important NotesThe Board of Directors,the Supervisory Committee,directors,supervisors and other senior managementpersonnel of Shenzhen International Enterprise Co.,Ltd.(hereinafter referred to as the Company)herebyguarantee that this report carries no false information,misleading statements or major omissions,and accept,individually and collectively,the responsibility for the factuality,accuracy and completeness of the informationset forth herein.All directors attended the board session for reviewing this report.Zheng Kanghao,Person-in-charge of the Company,Chen Xiaohai,Person-in-charge of the accounting work,andXu Xiaoyun,Person-in-charge of the accounting organ(Financial manager)hereby confirm the factuality andcompleteness of the Financial Report in this quarterly report.II.Company Profile(I)Major accounting data and financial indexesAny retrospective adjustment in previous financial statements?Yes No Inapplicable,30 Sept.2012,31 Dec.2011Before the adjustment After the adjustment,Increase/decrease(%)After the adjustment,Total assets(RMB Yuan),1,639,605,990.87,1,537,761,372.58,1,545,337,848.28,6.1%,Owners equity attributable to,shareholders of the Company,-37,073,594.71,-84,350,914.14,-79,115,509.33,(RMB Yuan),Share capital(share),220,901,184.00,220,901,184,220,901,184.00,Net,assets,per,share,attributable to shareholders ofthe Company(RMB,-0.17,-0.38,-0.36,Yuan/share),Jul.-Sept.2012,YoY increase/decrease(%),Jan.-Sept.2012,YoY increase/decrease(%),Gross operating(RMB Yuan),revenues,25,266,800.06,361.05%,59,194,124.89,394.83%,Net profit attributable to,shareholders of the Company(RMB Yuan)Net cash flow from operatingactivities(RMB Yuan)Net cash flow per share from,-19,194,570.59,48,469,187.55-146,807,554.85,operating activities(RMB,-,-,-0.66,Yuan/share),Basic EPS(RMB Yuan/share),-0.0869,0.219,DilutedYuan/share),EPS,(RMB,-0.0869,0.219,Weighted average ROE(%)Weighted average ROE afterdeducting non-recurring gains1,and losses(%)Items of non-recurring gains and lossesApplicable InapplicableAmount during,Item,Jan.-Sept.2012(RMB,Notes,Yuan)Mainly the investment income gained fromdisposal of the equity of Shenzhen,Gains and losses on disposal of non-current assets,100,253,485.59 International,Enterprise,Business,Administration Co.,Ltd.and ShenzhenLonggang International Enterprise Co.,Ltd.Tax rebate,reduction or exemption due to un-authorizedapproval or the lack of formal approval documentsGovernment grants recognized in the current year,exceptfor those acquired in the ordinary course of business orgranted at certain quotas or amounts according to thecountrys unified standardsCapital occupation fees received from non-financialenterprises that are included in current gains and lossesGains generated when the investment costs of theCompanys acquiring subsidiaries,associates and jointventures are less than the fair value of identifiable net assetsin the investees attributable to the Company in theacquisition of the investmentsExchange gains and losses of non-monetary assetsGains and losses through entrusting others to invest ormanage assetsVarious asset impairment provisions due to acts of God suchas natural disastersGains and losses on debt restructuringEnterprise reorganization expenses,such as expenses onemployee settlement and integrationGains and losses on the parts exceeding the fair value whenprices of transactions become unfairNet current gains and losses from the period-begin to thecombination date of subsidiaries due to businesscombinations under the same controlGains and losses on contingent matters which are irrelevantto the normal operation of the CompanyGains and losses on fair value changes of transactionalfinancial assets and liabilities,and investment gains ondisposal of transactional financial assets and liabilities andavailable-for-sale financial assets,except for the effectivehedging business related to the Companys normal operationReversal of impairment provisions for accounts receivablewhich are separately tested for impairment signsGains and losses on entrustment loans from external partiesGains and losses on fair value changes of investing,properties for which the fair value method is adopted forsubsequent measurementCurrent gain and loss effect due to a just-for-onceadjustment to current gains and losses according torequirements of taxation and accounting laws andregulationsCustodian fee income from entrusted operations with theCompanyOther non-operating incomes and expenses besides the,-149,546.00404,308.40,2,Type,items aboveOther gain and loss items that meet the definition ofnon-recurring gains and losses,Minority interests effectsIncome tax effects,-12,652,381.94,Total,87,855,866.05,-,“Other gain and loss items that meet the definition of non-recurring gains and losses”&non-recurring gain andloss items recognized as recurring gain and loss items according to the natures and characteristics of theCompanys normal business,Item,Involved amount(RMBYuan),Notes,(II)Total number of shareholders and top 10 shareholders at the period-end,Total number of shareholdersParticulars about shares held by the top ten shareholders holding tradable shares,13,349,Name of shareholder,Number of tradable shares heldat period-end,Type and number of sharesNumber,MULTI PROFIT ASIAPACIFIC INVESTMENT LTD,30,264,192,Domesticallyshares,listed,foreign,30,264,192,SHENZHEN,SPECIAL,ECONOMICDEVELOPMENT,ZONE(GROUP),16,275,462 RMB ordinary shares,16,275,462,CO.,LTD.,UOB INVESTMENT(CHINA)LIMITEDZHONG ZHIQIANG,15,528,9418,215,594,DomesticallysharesDomesticallyshares,listedlisted,foreignforeign,15,528,9418,215,594,GUOYUAN(HK)CO.,LTD.,SECURITIES,7,569,130,Domesticallyshares,listed,foreign,7,569,130,SHENZHEN,WONGTEE,REAL ESTATE INVESTMENTCO.,LTD.,6,571,594 RMB ordinary shares,6,571,594,GUOTAI JUNANSECURITIES(HONGKONG)LIMITEDCHEN SHUZENG HAIXINGSHANGHAI HONG KONGWANGUO SECURITIES CO.,LTD.,2,319,2292,149,3272,148,7151,970,878,DomesticallysharesDomesticallysharesDomesticallysharesDomesticallyshares,listedlistedlistedlisted,foreignforeignforeignforeign,2,319,2292,149,3272,148,7151,970,878,Particulars about shareholdersIII.Significant Events(I)Significant changes in major accounting data,financial highlights and reasons for these changesApplicable Inapplicable3,Monetary funds at the period-end increased 113.80%over the year-begin,which was mainly because of the bankborrowings obtained.,Accounts receivable at the period-end increased 2,134.78%over the year-begin,which was mainly because ofmore amounts due from customers.,Intangible assets at the period-end decreased 99.63%over the year-begin,which was mainly because of the sale ofsubsidiary equity interests.,Accounts payable at the period-end decreased 91.80%over the year-begin,which was mainly because mostconstruction payables were cleared.,Payroll payable at the period-end decreased 58.85%over the year-begin,which was mainly because some bonusprovisions were made at the end of last year.,Interest payable at the period-end decreased 100.00%over the year-begin,which was mainly because all interestwas paid.,Operating revenues,operating costs and operating taxes and surtaxes for the reporting period increased 394.83%,442.94%and 625.35%over the same period of last year,which was mainly due to the sale of shops inGangyihaoting,a real estate project.,Selling expenses for the reporting period increased RMB 22,978,028.99 over the same period of last year,whichwas mainly due to the increase of expenses on advertisement,leasing and sales service.,Financial expenses for the reporting period increased 48.35%over the same period of last year,which was mainlydue to the decrease of borrowing interest capitalization.,Cash received from selling of goods and rendering of services increased 232.60%over the same period of lastyear,which was mainly due to the sale of shops in Gangyihaoting,a real estate project.,Cash paid for goods and services increased 158.19%over the same period of last year,which was mainly due tothe sale of shops in Gangyihaoting,a real estate project,and the clearing of some construction payables.,(II)Progress of significant events and its influence,as well as the analysis and explanation onsolutions,1.About non-standard audit opinion,Applicable Inapplicable,On 18 Apr 2012,China Audit International Certified Public Accountants LTD.issued audit report withemphasized paragraphs for items and qualified opinion for Y2011.Statement of the Board for change andhandling of concerned items is listed below:,(1)Qualified item:Shops of staffs are classified as the Companys historical problems,which will be positively,processed by the Board.Management of the Company organized a focused tem to positively communicate andprocess the issue with staffs who subscribed shops at that time.Besides,the Company has sued to the courtregarding the item of shop subscription by some staffs,and some subscribers have sued Rongfa Company.(Fordetails,please refer to III(II)4 Others:Significant Events of Litigation and Arbitration)(2)Emphasized issues:,Problems regarding sustainable operating capability of the Company:,Operating condition of the Company will be substantially improved after the opening of Wongtee Plaza.With the progress of the project,the Company will further increase financing and improve liability structure,soas to meet the development need of the Companys core projects.The Company will continue to intensify the,efforts of cash realization of forests,and has transferred standing timbers and woodland covering about 1,100 mu,in total.In order to liquidize assets,the Company and its owned subsidiary,Rongfa Company,respectively sold,the equity of Shenzhen International Enterprise Business Administration Co.,Ltd.and Shenzhen LonggangInternational Enterprise Co.,Ltd.at a total price of RMB 120 million,which provided a certain amount of cashflow for company operation.,4,2.The Company offers capital to the controlling shareholder or its related parties or provides externalguarantees in violation of the prescribed procedures.,Applicable Inapplicable,3.Signing and execution of significant contracts concerning routine operation,Applicable Inapplicable,4.Others,Applicable Inapplicable,(1)Significant lawsuits and arbitrations involving the Company during the reporting period:,The case on contract dispute between Shenzhen Zhongtie Property Co.,Ltd.(hereinafter referred as“ZhongtieProperty”)and Shenzhen Rongfa Investment Co.,Ltd.(hereinafter called“Rongfa Company”):,Progress of the case:the Company received a Judgment Letter for the first instance from Shenzhen Futian District,Peoples Court in Oct.2011,sentencing it to pay a penal sum of RMB 4 million to Zhongtie Property.Recently,the second instance has finished and the Company received the Civil Judgment Letter for Second Instance of,Shenzhen Intermediary Peoples Court(2012 Shen-Zhong-Fa-Fang-Zhong-Zi No.62),which stated that the,appeal was dismissed and the original judgment was affirmed.,The case on equity transfer dispute between Malaysia Foh Chong&Sons SDN.BHD.(hereinafter referred as“Foh Chong Company”,which sued the Company)and the Company:,Progress of the case:the Company received a Judgment Letter for the first instance at the end of Mar.2012,sentencing the Company to pay the principal of RMB 20.6 million,interest and overdue penalty(For details,please refer to the Companys announcements about significant litigation published on,Securities Times,and Hong Kong Ta Kung Pao on 4 Apr 2012).Now the case is under the trial for the secondinstance.,During the first instance,Foh Chong Company submitted the Repayment Agreement as evidence to prove that theCompany and Foh Chong Company had reached a supplementary agreement on the equity transfer sum.Regarding the signing dispute of the Repayment Agreement,the Company sued Mr.Li Jinquan,the signer of the,agreement on behalf of the Company and the former chairman of the Company,to Shenzhen Luohu PeoplesCourt.And now the case is under the trial for the first instance(For details,please refer to the Companys,announcements about significant litigation progress published on,Securities Times,andHong Kong Ta Kung Pao on 8 Sept.2012).,The case on dispute for guarantee obligation recovery between the Company and Shum Kong Industry&Trade,Co.,Ltd.(hereinafter referred as Shum Kong Industry&Trade):,Progress of the case:The Company has received RMB 2,646,498.19 of the account for selling the sealed-up land(after deducting the paid executive expenses)in Mar.2012 and is now looking for other ways to clear the rest ofthe amount.,The case on equity transfer dispute between Shenzhen Rongfa Investment Co.,Ltd.and Shenzhen YahaoyuanInvestment Co.,Ltd.(hereinafter referred as“Yahaoyuan”):,Progress of the case:In Feb.2012,Rongfa Company received the Civil Judgment Letter from Shenzhen,Longgang Peoples Court.The court judged for the first instance to reject the appeal of the plaintiff.(For details,please refer to the announcements on significant lawsuits disclosed in Securities Times,Hong Kong Ta Kung Paoand http:/on 26 Oct.2011 and 22 Feb.2012 respectively).The case is now under the trial for the second instance.,The case on shop subscription from staffs:,Progress of the case:In Jul.2012,Rongfa Company received a Civil Judgment Letter for the first instance from,5,Shenzhen Futian District Peoples Court regarding Shenzhen Rongfa Investment Co.,Ltd.s separate prosecution,for contract dispute on commodity properties subscription of 3 people(including Chen XX,etc.).,The judgment result for the case in which Rongfa Company sued Chen XX and Li XX is listed below:The Paperof Internal Subscription signed by the plaintiff and defendants for Shops in IA Mall is legal and effective;Thefulfillment of subscription paper signed by the plaintiff and defendants should be terminated;Other claims fromthe plaintiff are rejected;Other counterclaims from the defendants are rejected.The judgment result for the case inwhich Rongfa Company sued Song XX to confirm the internal subscription relation between the plaintiff and thedefendant as invalid is as the following:The claim from the plaintiff,Shenzhen Rongfa Investment Co.,Ltd.,isrejected.And the case is now under the trial for the second instance.,In addition,Rongfa Company successively received the litigation documents related to the case in which other 7people(including Yang XX,etc.)sued Rongfa Company regarding the event of internal subscription of shops.They required the court to decree Rongfa Company to deliver shops to the plaintiffs immediately and undertakethe lawsuit charge.The aforesaid case is under the trial for the first instance.,Afterwards,4 people including Yang XX out of the said 7 people and other 6 people including Sun XXsuccessively sued Rongfa Company and Urban Planning,Land and Resources Commission of ShenzhenMunicipality for other claim regarding the internal shop subscription issue,requesting that the court sho