深康佳Ｂ：第三季度报告全文（英文版） .ppt

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1、-,-,-,-,KONKA GROUP CO.,LTD.THE THIRD QUARTERLY REPORT 20111 Important Notice1.1 The Board of Directors,the Supervisory Committee,directors,supervisors andother senior management personnel of Konka Group Co.,Ltd.(hereinafter referredto as the Company)hereby guarantee that this report carries no fals

2、e information,misleading statements or major omissions,and accept,individually and collectively,the responsibility for the factuality,accuracy and completeness of the informationset forth herein.1.2 The Financial Report in this quarterly report has not been audited by a CPA firm.1.3 Hou Songrong,Per

3、son-in-charge of the Company,Yang Rong,Person-in-charge ofthe accounting work,and Ruan Renzong,Person-in-charge of the accounting organ(Financial manager)hereby confirm the factuality and completeness of the FinancialReport in this quarterly report.2.Company Profile2.1 Main accounting data and finan

4、cial indicatorsUnit:RMB Yuan,As at 30 Sept.2011,As at 31 Dec.2010,Increase/decrease,Total assets(Yuan)Owners,equity,16,154,069,352.00,16,466,895,565.00,-1.90%,attributable toshareholders of the Company,3,813,731,818.17,3,998,647,232.73,-4.62%,(Yuan),Share capital(Share),1,203,972,704.00,1,203,972,70

5、4.00,0.00%,Net,assets,per,share,attributable toshareholders of the Company,3.1676,3.3212,-4.62%,(Yuan/share),Jul.-Sept.2011,Increase/decrease year-on-year,Jan.-Sept.2011,Increase/decreaseyear-on-year,Total(Yuan),operating,revenue,4,546,305,272.92,0.11%,11,411,409,192.68,-8.57%,Net profit attributabl

6、e to,shareholders of the Company,30,780,597.23,199.10%,-164,220,344.52,-368.43%,(Yuan)Net cash flows generated,from operating activities(Yuan)Net cash flows per sharegenerated from operatingactivities(Yuan/share),-794,343,250.37-0.6598,-174.63%-174.90%,Basic EPS(Yuan/share),0.0256,201.18%,-0.1364,-3

7、68.50%,1,-,Diluted EPS(Yuan/share)Weighted average ROE(%),0.02560.81%,201.18%0.55%,-0.1364-4.21%,-368.50%-5.78%,Weighted average ROE after,deducting,non-recurring,-0.86%,-1.00%,-6.15%,-7.20%,gains and losses(%)Items of non-recurring gains and losses,Applicable,Non-applicable,Unit:RMB Yuan,Items of n

8、on-recurring gains and lossesGains and losses from disposal of non-current assetsGovernment subsidies recorded into current gains and losses,excluding those related closely to the routine business ofthe Company and continuously enjoyed by the Company at fixedamounts or ratios according to state poli

9、cies andregulationsGains and losses on change in fair value from tradablefinancial assets and tradable financial liabilities,as wellas investment income from disposal of tradable financialassets and tradable financial liabilities and financialassets available for sales except for effective hedgingre

10、lated with normal businesses of the CompanyOther non-operating incomes and expenses besides the aboveeach item mentionedOther gain/loss items that satisfy the definition ofnon-recurring gains and lossesEffect on minority interestEffect on income taxTotal,Amount-1,709,747.8716,607,698.4037,090,829.01

11、6,291,807.7937,723,217.44-744,436.85-5,127,746.7090,131,621.22,Notes(Ifapplicable),2.2 Total number of shareholders at period-end and shareholding of top tenshareholders holding tradable sharesUnit:share,Total number of shareholders at theperiod-endShareholding of top ten shareholders holding tradab

12、le shares,108,294,Full name of shareholderHOLY TIME GROUP LIMITED,Number of tradable sharesheld at period-end56,083,474,Type of shareDomestically listedforeign shares,OVERSEAS CHINESE TOWN ENTERPRISESCO.,30,372,843 RMB ordinary shares,GAOLING FUND,L.P.,26,400,625,Domestically listedforeign shares,AB

13、C-CHINA AMC STABLE GROWTH FUND,16,000,000 RMB ordinary shares,NAM NGAI,11,760,520,Domestically listedforeign shares,2,CNCA A/C COMPAGNIE FINANCIERE,7,726,097 Domestically listed,EDMOND DE ROTHSCHILD,foreign shares,GUANGZHOU MUNICIPAL ENGINEERINGSUPERVISION CO.,LTD.XIA RUIBOCI SECURITIES LIMITEDYHG I

14、NVESTMENT,L.P.,4,417,6963,700,0003,564,5892,967,661,RMB ordinary sharesRMB ordinary sharesDomestically listedforeign sharesDomestically listedforeign shares,3 Significant Events3.1 Significant changes in main accounting statement items and financial indicatorsas well as reasons for these changes,App

15、licable,Non-applicable,A.The main operating income for the nine months ended 30 Sept.2011 decreased ona year-on-year basis due to the following reasons:a.This year,the government continued to cool down the real estate sector,leadingto an obvious drop of the sales of commercial houses.Besides,with ri

16、sing livingcosts,consumers became more prudent in purchasing household appliances and otherbulk commodities,which weakened the rigid demand for household appliances.b.In a period when picture-tube TV sets were being broadly replaced by flat panelones in the color TV industry,the sales volume of pict

17、ure-tube TV sets declinedrapidly.c.Due to growing RMB appreciation against US dollars,chaotic overseas markets anda harsher environment for export,the sales income from export fell as compared withthe same period of last year.Due to the reasons above,the main operating income for the nine months end

18、ed 30Sept.2011 decreased 8.57%on a year-on-year basis.B.The overall profitability for the first three quarters of 2011 decreased due tothe following reasons:a.This year,competition in the domestic color TV and cell phone markets becameincreasingly fierce.Product prices kept falling.And the product u

19、pgrading speededup,leading to higher R&D and manufacture costs.b.Foreign brands adopted a low-price dumping strategy on Chinese markets to grabmore market shares.As a result,retail prices of whole machines kept falling,theroom for domestic household appliance brands to profit was squeezed,and thepro

20、fitability of homemade brands showed a significant drop.c.A tight monetary policy made it hard and cost more to finance,which led to morefinancial expense.d.Due to the increase of minimum wage standards around the country,a rising CPI,the implementation of the housing fund system in Shenzhen,etc.,th

21、e labor expenseincreased year on year,mainly on wages for employees(excluding manufacturingworkers)and housing funds.Due to the reasons above,the net profit attributable to owners of the Company(asthe parent company)for the first three quarters declined 368.43%over the same period3,s,of last year.C.

22、Explanations on movements of other main financial indicatorsUnit:RMB Ten thousand,Item,30 Sept.2011,31 Dec.2010,Difference,Rate ofdifference(%),Main reasons for the difference,Some interest receivable was,Interestreceivable,1,051.75,2,529.80,-1,478.06,-58.43,collectedoffsetting,andthe,cleared,intere

23、st,receivable item.,InventoryTransactional financialliabilitiesInterestpayableLong-termequityinvestmentDividendpayable,280,877.191,276.58852.3125,842.08323.22,372,363.616,495.712,675.1111,375.42797.61,-91,486.42-5,219.14-1,822.8014,466.67-474.39,-24.57-80.35-68.14127.17-59.48,Stocks of products were

24、 sold.NDF contracts were settled uponmaturity.Some interest payable was paidand cleared,offsetting theinterest payable item.Investment by the Company swholly-owned subsidiaryDongguan Konka into EnRay TekOptoelectronicsThe Company subsidiaries paiddividends to minorityshareholders.,Foreign-currency,s

25、tatement,781.26,1,638.05,-856.80,-52.31,RMB appreciation,translationdifference,Jan.-Sept.2011,Jan.-Sept.2010,The city maintenance tax and the,Business taxand surtaxes,3,044.98,244.44,2,800.54,1,145.72,educational surcharge levied onforeign-invested enterprises,increased.Interest expense increased du

26、e,Financialexpense,10,389.58,-190.08,10,579.66,5,565.83,to the rising borrowings andinterest rates on those,borrowings.NDF contracts were settled uponmaturity.The gains from fair,value,changes,recognized,Gains fromfair valuechanges,5,219.14,-278.11,5,497.24,1,976.68,according to the differencebetwee

27、n the NDF exchange ratesfrom 31 Dec.2010 to thesettlement date(higher)and,the original NDF contractualexchange rates(lower)werereversed.Investment gains from thechanges of owners equity of,Investmentgains,3,689.90,242.26,3,447.64,1,423.12,Shenzhen RefondOptoelectronics Co.,Ltd.,one,of the Companys j

28、ointly-runsubsidiaries4,Non-business incomeIncome taxexpense,11,677.282,758.30,6,015.554,314.47,5,661.73-1,556.17,94.12-36.07,New tax rebates due tobuilt-in software;moregovernment subsidiesProfit decreased.,3.2 Progress of significant events as well as their influence and solutions3.2.1 Non-standar

29、d 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

30、,Applicable3.2.4 OthersApplicable,InapplicableNon-applicable,A.Progress in construction of internal control in the third quarter of 2011:In accordance with the Announcement on Conducting Experimental Work of Internal ControlStandards of Listed Companies in Shenzhen Administration Area(Shen-Zheng-Ju-

31、Gong-Si-Zi2011 No.31),the Company was listed as one of the key experimental companies to carryout internal control standards in Shenzhen Administration Area.As required by theannouncement,the Company arranged activities of internal control at once,and reportedthe progress of internal control to Shen

32、zhen Securities Regulatory Bureau.On 26 Apr.2011,the 9th Session of the 7th Board of Directors of the Company reviewed andpassed the Work Plan on Conducting Internal Control Standards of Konka Group Co.,Ltd.for Y2011.In the reporting period,the construction of internal control of the Companywent smo

33、othly,with no difference from the scheduled progress in the work plan.Detailsabout the implementation of internal control are as below:a.For the purpose of carrying forward the construction of internal control,the Companyset up a leading group,a work group,a special department for internal control,a

34、s wellas internal control work groups of all related subordinate companies,and defined dutiesof the aforesaid organs.b.The Company engaged a management consulting organ to assist in construction of internalcontrol.c.The Company laid down the Work Plan on Conducting Internal Control Standards of Konk

35、aGroup Co.,Ltd.for Y2011,which was reviewed and passed by the session of the Board ofDirectors on 26 Apr.,and was publicly announced on 28 Apr.d.The Company conducted plenty of trainings for related staffs of the Company in termsof the content,meaning,implementing procedures and measures of internal

36、 controlstandards.e.As reviewed and passed by the Board session and the Shareholders General Meeting,the Company decided to engage RSM China Certified Public Accountants to audit on internalcontrol of the Company in 2011.f.The Company combed procedures,identified risks,compiled the manuscript for in

37、ternalcontrol work,searched defects,and reported defects for departments in functional centerof the headquarters,Dongguan Konka Electronic Co.,Ltd.,Anhui Konka Electronic Co.,Ltd.,Kunshan Konka Electronic Co.,Ltd.,Dongguan Konka Mould Plastic Co.,Ltd.,Konka HouseholdAppliances International Trading

38、Co.,Ltd.,Shenzhen Konka Telecommunications TechnologyCo.,Ltd.,and Anhui Konka Electronic Co.,Ltd.By now,the Summary of Defects in InternalControl and Rectification Proposals of the above eight companies has been reviewed andapproved by the leading group of internal control of the Company,and also su

39、bmitted to5,Shenzhen Bureau of CSRC for record.And all units and departments are making relevantrectification in accordance with the passed Summary of Defects in Internal Control andRectification Proposals.g.The Company is preparing and improving descriptions of key businesses and the controlmatrix;

40、besides,the first draft of the Companys Manual on Internal Control has beenfinished,which is further improved.h.The Company is making the work plan on the self-appraisal phase for internal control.B.The Company didnt provide funds for the controlling shareholder or its related partiesor provide exte

41、rnal guarantees in violation of the prescribed procedure.3.3 Fulfillment of commitments made by the Company,shareholders and the actualcontrollerCommitments made by the Company,its directors,supervisors,senior executives,shareholders with an over 5%shareholding,actual controller and other stakeholde

42、rsduring the reporting period,or such commitments carried down into the reportingperiod:,Applicable,Non-applicable,CommitmentCommitment made inthe share reform,PromisorOverseasChinese TownEnterprisesCo.,Contents of commitment(1)No trading or transferring of thenon-tradable shares of Konka Group held

43、by OCT Group would be conducted within24 months since the date when thoseshares became tradable in the A-sharemarket.(2)After the expiration of theaforesaid commitment,the originallynon-tradable shares of Konka Group soldby OCT Group through listing at thestock exchange would not exceed 5%ofKonka Gr

44、oups total shares within 12months,and not exceed 10%within 24months.,ImplementationNo listingand tradingof thesharessubject tomoratoriumhas beenapplied.And thoseshares havenot beentransferred,either.,Commitment in the,acquisition reportor the report on,Naught,Naught,Naught,equity changesCommitment m

45、ade in,theasset,significant,Naught,Naught,Naught,reorganization,Commitment made inthe issuance,Naught,Naught,Naught,Other commitments,(including,Naught,Naught,Naught,supplementary ones)3.4 Warnings of possible losses or major changes of the accumulative net profitachieved during the period from year

46、-begin to the end of the next reporting periodcompared with the same period of last year,as well as explanation on reasons6,Applicable,Inapplicable,3.5 Other significant events that need to be explained3.5.1 Investments into securities,Applicable,Inapplicable,3.5.2 Reception of research,interviews a

47、nd visits in the reporting periodMain discussion and,Time,Place,Way of reception,Visitor,information provided by the,CompanyInquiring about the Company,Conference,China,s sales status of color TV,14 Jul.2011,room of theCompany,Field research,SecuritiesCo.,Ltd.,industry in 2011 and therelevant invent

48、ories of main,materials.3.6 Derivative investments,Applicable,Non-applicable,Analysis on risks and control measures ofderivative products held in the reportingperiod(including but not limited to marketrisk,liquidity risk,credit risk,operationrisk,law risk,etc.),In the NDF portfolio business,NDF was

49、only used tolock up the forward exchange rate and avoid relevantrisks.The income from the NDF portfolio businesswas fixed and risk-free.,Changes of market prices or fair values in thereporting period of the invested derivatives.Because the income from the NDF portfolio businessAnd the analysis on th

50、e fair value of the was fixed and risk-free,there would not bederivatives should include the specific use gain/loss fluctuations in the business or fairmethods and the relevant assumptions and value changes.parameters.,Whether significant changes occurred to theCompany s accounting policy and specif