ST南江B：报告摘要（英文版） .ppt

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1、,Chengde Nanjiang Co.,Ltd.Summary of Annual Report 2012,Stock Code:200160,Short Form of the Stock:ST Nanjiang B,Public Notice No.:2013-015,Chengde Nanjiang Co.,Ltd.Summary of Annual Report 20121.Important NoticeThe summary is abstract from full-text of annual report,for more details information,inve

2、stors should found in the full-text of annualreport that published on website of Shenzhen Stock Exchange and other website appointed by CSRC.Company Profile,Short form of the stockStock exchange for listing,ST NANJIANG-BShenzhen Stock Exchange,Stock code,200160,NameTel.Fax.,Person/Way to contact,Sec

3、retary of the BoardZhao Yongsheng(act on behalf of Secretaryof the Board)0314-31150480314-3111475,Rep.of security affairs,2.Main financial data and changes of shareholders(1)Main financial dataWhether it has retroactive adjustment or re-statement on previous accounting data for accounting policy cha

4、nged and accountingerror correction or not,2012,2011,Changes overlast year(%),2010,Pre-adjustment Post-adjustment Post-adjustment Pre-adjustment Post-adjustment,Operating income(RMB),79,512,004.22,515,150.00,515,150.00 15,334.7286%,516,778.00,516,778.00,Net profit attributable to,shareholders of the

5、 listed,32,894,368.82,3,643,202.46,1,818,785.62,1,708.5897%,1,704,928.05,1,704,928.05,company(RMB)Net profit attributable toshareholders of the listed,company after deducting,-1,721,230.31-14,020,621.88,-15,395,047.49,88.8196%-23,152,790.38,-23,152,790.37,non-recurring gains andlosses(RMB),Net cash

6、flow arising fromoperating activities(RMB),-4,386,658.32,-532,391.56,-5,491,422.69,-20.118%-32,273,821.01,-32,273,821.01,Basic earnings per share(RMB/Share),0.05,0.0052,0.003,1,566.6667%,0.002,0.002,1,20,235,0,0,0,0,Chengde Nanjiang Co.,Ltd.Summary of Annual Report 2012,Diluted earnings per share(RM

7、B/Share)Weighted average ROE(%),0.0536.01%,0.00520%,0.0030%,1,566.6667%0%,0.0020%,0.0020%,Changes over,End of 2012,End of 2011,end of last year,End of 2010,(%)Pre-adjustment Post-adjustment Post-adjustment Pre-adjustment Post-adjustment,Total assets(RMB),193,617,124.65 219,022,670.81,209,909,350.33,

8、-7.7616%199,976,147.64,199,976,147.64,Net assets attributable to,shareholder of listed company,114,894,671.61-23,882,038.57,74,895,938.70,53.4057%-27,525,241.03,-27,525,241.03,(RMB)(2)Statement of shares held by top 10 shareholders,Total shareholders in reportingperiod,Total shareholders ended as th

9、e21,153 5th trading day before annualreport disclosedParticular about shares held by top ten shareholders,ShareholdersWang Dong,NatureDomesticnature person,Proportion ofshares held(%)29.49%,Amount ofshares held208,324,800,Amount of restricted shares held208,324,800,Shares pledge or frozenStatus Amou

10、nt,GUOTAI,JUNANSECURITIES(HONGKONG),Foreign legalperson,9.89%,69,850,210,LIMITED,ShanghaiWanguo(H.K)Securities,Foreign legalperson,3.82%,26,983,735,Chengde North Domestic,Industrial,non-state-owne,2.62%,18,517,651,18,517,651,Corporation,d legal person,WangZhengsongZhou XiaominYu Sanxi,Domesticnature

11、 personDomesticnature personDomesticnature person,1.89%1.39%1.17%,13,327,8919,785,9008,282,000,13,327,891,2,0,0,0,Chengde Nanjiang Co.,Ltd.Summary of Annual Report 2012,WangWensheng,Domesticnature person,1.03%,7,258,007,COREPACIFIC-YAM,AICHI Foreign legalINTERNATION personAL(H.K.)LIMITED,0.58%,4,101

12、,958,Liu TIngyu,Domesticnature person,0.5%,3,533,364,Explanation on associatedrelationship among the aforesaid Inapplicableshareholders(3)Property right and controlling relationships between the actual controllers of the Company and theCompany is as follows:Wang Dong29.49%CHENGDE NANJIANG CO.,LTD.3.

13、Discussion and analysis by the Management TeamYear of 2012 is a fundamental turning-point year.In reporting period,standing in front of complicated operation environment,Boardof Directors and executives of the Company are concentrated on the perfection of governance structure,boosted normalizedopera

14、tion and positively coordinated various parties;solving historical left problems and seeking a development chance to resolvede-listing risks;after one year of hard work the operation status and financial structures gains a significant improvement.Ended as 31 December 2012,the Company realized busine

15、ss income of RMB 79,512,004.22,RMB 32,894,368.82 net profitattributable to owners of parent company,an 802.9%up y-o-y,net assets achieved RMB 114,894,671.61.Looking back to 2012,main works of the Company are as:1.Historical left problems solved.The Company has many historical left problems after ban

16、kruptcy reorganization which restrictsthe development of the Company.Development environment gains fundamental changes for further operation along with thereconciliation of two major lawsuits and bankruptcy of related subsidiaries2.Proactively boosting and developing main business.The Company reorga

17、nized material assets in reporting period,beingcontrolling Tianjin Runhua RW,the Company engaged in distribution field of bulk stocks,a field that will bringing continuousoperating income and cash flow to the Company.The Company established Chengde Nanjiang Investment Co.,Ltd;as a foreigninvestment

18、platform for the Company,we plans to engaged in the new resources&new material fields by setting up“Chengde3,Chengde Nanjiang Co.,Ltd.Summary of Annual Report 2012,Nanjiang New Resources&New Material Industry Park”to lay a foundation for industry transformation.Wholly-owned subsidiary,RongYiDa compl

19、eted its first real estate project QianYuan Community,the pilot project for local real estate project in 2012 forrealized main business income of RMB 78,707,333.42 and net profit of RMB 46,620,528.35;Chengde Nanjiang EcologicalAgriculture Co.,Ltd,found by the Company,is plans to create a green food

20、base for top-level crowd from Beijing and Tianjin bymaking use of native favorable nature condition and regional advantages.,3.General election and talent construction.In reporting period,the term of 4th session of the Board,Supervisory Committee and,Executives are expired.Being approved by the firs

21、t extraordinary shareholders general meeting of 2012,the 5th session of the Boardand Supervisory Committee have come out;and new executives have engaged by the Company after deliberation in 5 th session of the,Board.The general election achieves a successful completion orderly and steadily.At the sa

22、me time,the Company concentrated ontraining of inter-disciplinary management talent and professional talents in order to provide solid talent base for the health andcontinuous development of the Company.,4.Relevant items involving financial report,(1)Major accounting errors within reporting period t

23、hat needs retrospective restatement,Details of accounting policy and changes of accounting estimation as well as correction on pervious major accounting errors:,(1)Chengde Dixian Textile Co.,Ltd.(now the Nanjiang Co.,Ltd.)inability to pay the debts which is overdue,and in November of2008 entered int

24、o bankruptcy reorganized program.Nanjiang Co.,Ltd.and vary controlling subsidiaries owes balance of moneypayable to bankruptcy administrator in book for year-begin of 2012 amounting as RMB24,444,791.49(including other payableRMB55,080,620.99 and other receivable RMB30,635,829.50 charge).Pursuit to t

25、he auditing result of bankruptcy liquidation(CXSB2012 No.3)on former Chengde Dixian Textile Co.,Ltd.by Auditing Bureau of Chengde County,bankruptcy administrator,paid the land money(Banhe 1st District(CSKGY(2005)Zi No.063)and Banhe 2nd District(CSKGY(2005)Zi No.072)of RMB14,000,000.00 for Nanjiang C

26、o.,Ltd.in 2009.Nanjiang Co.,Ltd confirm the abovementioned item in this year and balance payable tobankruptcy administrator in book recognized as RMB38,444,791.49(RMB 24,444,791.49+RMB 14,000,000.00),of which balanceof other payable RMB69,080,620.99(RMB 55,080,620.99+RMB 14,000,000.00)and balance of

27、 other receivableRMB30,635,829.50 charge.Nanjiang Co.,Ltd.offsetting the internal credit in 2012,therefore,other payable decreaseRMB26,331,034.30 and RMB26,331,034.30 other receivable decreased;after offsetting,balance of other payable wasRMB42,749,586.69(that is RMB 69,080,620.99-RMB26,331,034.30),

28、balance of other receivable was RMB 4,304,795.20(that isRMB 30,635,829.50-RMB26,331,034.30).According to the auditing result(CXSB2012 No.3)from Auditing Bureau of ChengdeCounty,the balance payable to bankruptcy administrator from Nanjiang Co.,Ltd was paid by the auction equipment;based on theinquiry

29、 result from bankruptcy administrator at the same time,Nanjiang Co.,Ltd has RMB 4,018,900.00 receivable from bankruptcyadministrator.In view of the above,balance of other receivable at period-begin should decreasing RMB 285,895.20(that is RMB4,304,795.20-RMB 4,018,900.00),other payable decrease RMB

30、42,749,586.69).Concerning the above previous accounting errors,in2012,Nanjiang Co.,Ltd.,reduce the balance of other receivable at period-begin as RMB 285,895.20 by retrospective restatement,balance of other payable at period-begin decrease as RMB 42,749,586.69 and increase retained profit of year-be

31、gin as RMB42,463,691.49,The abovementioned error correction has cumulative amount on net assets as RMB 42,463,691.49,adopting retrospectiverestatement,RMB42,463,691.49 of equity attributable to shareholders of parent company at year-begin of 2011 increased and equityattributable to minority sharehol

32、ders at year-begin of 2011 increase RMB 0.00,(2)Former Chengde Dixian Textile Co.,Ltd purchased lands:CDXGY(2000)Zi No.169,CDXGY(2000)Zi No.152,CDXGY(2001)Zi No.133 and CDXGY(2000)Zi No.151 in 2000,and all invested in Chengde Xingye Paper Co.,Ltd without hand-overprocedures completed;for the above i

33、ntangible assets,balance at period-begin for Chengde Xingye Paper Co.,Ltd was RMB,4,Chengde Nanjiang Co.,Ltd.Summary of Annual Report 201223,491,766.53.Former Chengde Dixian Textile Co.,Ltd mortgages the abovementioned lands to bank for capital requirement,bankloans RMB 37,000,000.00 obtained.Chengd

34、e Dixian Textile Co.,Ltd.(now the Nanjiang Co.,Ltd.)inability to pay the debts whichis overdue,and in November of 2008 entered into bankruptcy reorganized program.In 2008 and 2009,former creditor bank andDixian bankruptcy administrator entered into a debt reorganization agreement,liquidate part of t

35、he bank loans with landsconsideration of RMB 16,650,000.00,the unpaid part of bank loans are no need to pay off.Xingye Paper is not cleaning the abovesaid intangible assets.Dixian bankruptcy administrator paid RMB 16,650,000.00 for the abovementioned land assets in June 2009,Nanjiang Co.,Ltd.reckone

36、d into book-keeping for the above-mentioned lands in beginning of 2010.Concerning the above item,theland book value RMB 23,491,766.53 was diluted by Xingye Paper in 2012,and the assets are accrued for amortization from June2009 to December 2009;Nanjiang Co.,Ltd.kept the above-mentioned lands in book

37、 as RMB 16,650,000.00 and for the amortizedRMB 812,197.04 from January 2010 to December 2012 which was missing for keeping,retrospectively of accruals.Concerning theabove previous accounting errors,Nanjiang Co.,Ltd.reduce the balance of intangible assets of 2012 at period-begin as RMB7,653,963.57 by

38、 retrospective restatement,retained profit of 2012 at year-begin decrease RMB 7,653,963.57 and decreasing theretained profit of 2011 at year-begin RMB 7,247,865.05The abovementioned error correction has cumulative amount on net assets as RMB 7,247,865.05,adopting retrospective restatement,RMB5,435,8

39、98.79 of equity attributable to shareholders of parent company at year-begin of 2011 decreased and equity attributable tominority shareholders at year-begin of 2011 decrease RMB 1,811,966.26(3)Chengde Xingye Paper Co.,Ltd.s total profit for year of 2009 amounting as RMB275,534,922.32,payable income

40、tax adjustedincrease of RMB 127,569,402.70(including:loss from assets devaluation RMB 95,000,000.00 and extraordinary losses of assetsRMB32,569,402.70),the payable income tax after adjustment amounting as RMB 403,104,325.02.On 31 May 2010,according tothe reply of“Allow Chengde Xingye Paper Co.,Ltds

41、assets losses RMB202,790,077.00 deducted before enterprise income tax”,theHebei Municipal Office of SAT issued the Reply of Write-off the Assets Losses from Chengde Xingye Paper Co.,Ltd(JGSH2010,No.170),the,payable,income,tax,after,deduction,of,losses,of,assets,amounting,as,RMB,200,314,248.02,(RMB40

42、3,104,325.02-RMB202,790,077.00),payable enterprise income tax amounting as RMB50,078,562.00;in 2010,ChengdeXingye Paper Co.,Ltd confirmed its balance of payable taxes at period-begin amounting as RMB 50,078,562.00.In 2011,inspectionbureau of Chengde County Office of SAT carried out the document CXGS

43、JT2011 No.001,notify the enterprise to handle payableprocedures.On 13 September 2012,the CXGSJT2012 No.002 issued by inspection bureau of Chengde County Office of SAT fornotify Chengde Xingye Paper Co.,Ltd to recall the documents of CXGSJT2011 No.001.Meanwhile,the taxable income afterdeficit covered

44、 for year of 2009 amounting as RMB 1,209,295.43,payable income tax amounting as RMB 302,323.86;concerningthe previous accounting errors,in 2012,Chengde Xingye Paper Co.,Ltd.,reduce the payable tax of year-begin of 2012 as RMB49,776,238.14 by retrospective restatement,retained profit of year-begin of

45、 2012 was adjusted increase as RMB 49,776,238.14 andincrease retained profit of year-begin of 2012 as RMB 49,776,238.14The abovementioned error correction has cumulative amount on net assets as RMB 49,776,238.14,adopting retrospectiverestatement,RMB 37,332,178.61 of equity attributable to shareholde

46、rs of parent company at year-begin of 2011 increased,andequity of minority shareholders of year-begin of 2011 increase RMB 12,444,059.53(4)Chengde Xingye Paper Co.,Ltd.holds 90%equity of Chengde Huaxin Waste Paper Recycling Co.,Ltd,cost of long-term equityinvestment amounting as RMB1,062,876.20.Beca

47、use Chengde Huaxing Waste Paper Recycling Co.,Ltd didnt submit the materialsfor 2007 industrial and commercial enterprises inspection,its business license was already revoked by Chengde Administration forIndustry and Commerce according to No.(2009)73 administrative punishment decision on April 28,20

48、09.Chengde Huaxing WastePaper Recycling Co.,Ltd,essentially has no operation activities and there are no assets available for sell,the cost of long-term equityinvestment is uncollectible.Concerning the previous accounting errors,in 2012,Chengde Xingye Paper Co.,Ltd.reduce thelong-term equity investm

49、ent of year-begin of 2012 as RMB 1,062,876.20 by retrospective restatement,reduce retained profit ofyear-begin of 2012 as RMB 1,062,876.20 and reduce retained profit of year-begin of 2011 as RMB1,062,876.20.5,Chengde Nanjiang Co.,Ltd.Summary of Annual Report 2012The abovementioned error correction h

50、as cumulative amount on net assets as RMB 1,062,876.20,adopting retrospective restatement,RMB 797,157.15 of equity attributable to shareholders of parent company at year-begin of 2011 decreased,and equity of minorityshareholders of year-begin of 2011 reduce RMB 265,719.05.,(5)In 2004,former Chengde