REPORT FOR THE FIRST QUARTER OF 2017

Transcription

1 GUANGDONG JADIETE HOLDINGS GROUP COMPANY LIMITED REPORT FOR THE FIRST QUARTER OF April

2 Section I Important Statements The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Guangdong Jadiete Holdings Group Company Limited (hereinafter referred to as ) warrant that the information carried in this report is factual, accurate and complete, without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended in person the board meeting for the review of this Report. Ding Lihong, company principal, Chen Jincai, chief of the accounting work, and Zheng Guangde, chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are factual, accurate and complete. This Report and its abstract have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. 2

3 Section II Profile of I Key financial results Whether performed any retroactive adjustments to or restatement of its accounting data due to changes of accounting policies or correction of accounting errors Yes No January-March 2017 January-March /-% Operating revenues (RMB) 136,278, ,008, % Net profit attributable to shareholders of (RMB) Net profit attributable to shareholders of before exceptional profit and loss (RMB) -406, ,498, % -846, ,298, % Net operating cash flow (RMB) 3,758, , % Basic earnings per share (RMB/share) % Diluted earnings per share (RMB/share) % Weighted average return on equity -0.11% -0.94% 0.83% 31 March December /-% Total assets (RMB) 573,264, ,194, % Net assets attributable to shareholders of (RMB) 366,263, ,670, % Exceptional profit and loss Applicable Not applicable Unit: RMB Item January-March 2017 Note Non-operating income and expense other than the above -2, Profit/loss on fair value changes of transactional financial assets Increase prices of shares held by 653, Less: Corporate income tax effects 162, Minority interests effects (after tax) 48, Total 440, Explanation of why classified an item as exceptional profit/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public Exceptional Profit and Loss, or reclassified any exceptional profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss Applicable Not applicable 3

4 No such cases in the Reporting Period. II Total number of shareholders at the period-end and shareholdings of top ten shareholders 1. Numbers of common shareholders and preference shareholders with resumed voting rights as well as shareholdings of top ten shareholders Total number of preference Unit: share Total number of common shareholders at the period-end shareholders with resumed 11,543 voting rights at the period-end (if any) Shareholdings of top ten shareholders 0 Name of shareholder Nature of shareholder Shareholding percentage (%) Number of shares held Number of restricted shares held Pledged or frozen shares Status of shares Number of shares Shenzhen Domestic Shenghengchang non-state-owned Huifu Industrial corporation Co., Ltd % 117,855, ,855,000 Pledged 117,855,000 Shenzhen Risheng Domestic Chuangyuan non-state-owned Asset corporation Management Co., Ltd % 34,020,000 34,020,000 Pledged 34,020,000 Guotai Securities (Hong Junan Foreign Kong) corporation 8.49% 27,063,103 Limited Shenzhen Lianhua Industrial Ltd. Domestic Huiren non-state-owned Co., corporation 3.81% 12,150,000 1,215,000 Pledged 12,150,000 Su Youhe Domestic individual 2.27% 7,234,469 4

5 Shenwan Hongyuan Securities Co., Ltd. Foreign (HK) corporation 2.15% 6,840,046 China Everbright Foreign Securities (HK) corporation Limited 1.46% 4,665,860 Fan Jiongyang Domestic individual 0.46% 1,451,300 Wei Guobin Foreign (Ngai Kwok Pan) individual 0.36% 1,145,816 Chen Jinming Domestic individual 0.24% 765,500 Shareholdings of top ten non-restricted shareholders Name of shareholder Number of non-restricted shares held Variety Variety of shares Number Guotai Junan Securities (Hong Kong) Limited Domestically 27,063,103 listed foreign shares 27,063,103 Domestically Su Youhe 7,234,469 listed shares foreign 7,234,469 Shenwan Hongyuan Securities (HK) Co., Ltd. Domestically 6,840,046 listed foreign shares 6,840,046 China Everbright Securities (HK) Limited Domestically 4,665,860 listed foreign shares 4,665,860 5

6 Domestically Fan Jiongyang 1,451,300 listed shares foreign 1,451,300 Domestically Wei Guobin (Ngai Kwok Pan) 1,145,816 listed shares foreign 1,145,816 Domestically Chen Jinming 765,500 listed shares foreign 765,500 Domestically Chen Jianxing 732,344 listed shares foreign 732,344 Domestically Han Liang 711,458 listed shares foreign 711,458 Domestically Chen Zhenqi 701,800 listed shares foreign 701,800 Related or acting-in-concert parties among the above shareholders Top ten common shareholders conducting securities margin trading (if any) Shenzhen Shenghengchang Huifu Industrial Co., Ltd., Shenzhen Risheng Chuangyuan Asset Management Co., Ltd. and Shenzhen Lianhua Huiren Industrial Co., Ltd., which belonged to action-in-concert promulgated by Measures for the Administration of Disclosure of Information on the Change of Shareholdings in Listed Companies. The Company did not know whether there existed related relationship among other shareholders. N/A Did any of the top ten common shareholders or the top ten non-restricted common shareholders of conduct any promissory repo during the Reporting Period? Yea No No such cases in the Reporting Period. 6

7 2. Total number of preference shareholders and shareholdings of the top ten of them Applicable Not applicable 7

8 Section III Significant Events I Changes in the key financial results of this Reporting Period, as well as the reasons for such changes Applicable Not applicable Unit: RMB Balance sheet item March 31, 2017 December 31, /-% Reason for change Monetary funds 7,664, ,886, Investment in Shenzhen Future Growing Business Fund Accounts receivable 29,944, ,557, Chinese Gold Nobility collected payments from customers Accounts paid in advance 25,536, , , Increased procurement Inventories 107,881, ,939, Increased inventories of Chinese Gold Nobility Long-term equity investments 270,003, ,998, Investment in Shenzhen Future Growing Business Fund Accounts payable 16,335, ,524, Decreased procurement Accounts received in advance 27,909, , , Increased advances received by Chinese Gold Nobility Income statement item January-March January-March /-% Reason for change Operating revenues 136,278, ,008, Increased sales of Chinese Gold Nobility Operating costs 127,663, ,079, Increased sales of Chinese Gold Nobility Taxes and surtaxes 282, , Increased property tax and land use tax 1, provisions Selling expense 683, , Increased selling expenses of Chinese Gold Nobility Finance cost 182, , Decreased interest expenditure Gains on fair value changes 653, , Increased stock price Non-operating expense 2, , Decreased donation expenditure Corporate income tax 1,856, , The profit of Chinese Gold Nobility increased Investment income -18, Increased income from stock investments Cash flow statement item January-March January-March /-% Reason for change Net cash flows from operating 3,758, , Increased cash paid for goods 8

9 Net cash flows from investing Net increase in cash and cash equivalents -119,979, , ,738, ,221, , , Investment in Shenzhen Future Growing Business Fund Investment in Shenzhen Future Growing Business Fund and increased cash paid for goods II Progress of significant events and analysis & explanations on their influence and solutions Applicable Not applicable As policies related to the significant events planned by are still not clear and relevant matters need to be further implemented, terminated the planning of significant events. At present, is planning significant asset reorganization. The Company s shares were suspended from March 22nd, 2017 for the uncertainty of related matters. If fails to hold the Board of Directors to review and disclose the reorganization plan, does not submit an application for deferral of the resumption of trading or the application does not approved by the Exchange within the deadline for the suspension, s shares will be resumed no later than May 22 nd, In addition, the company will also disclose basic information about the project of significant asset reorganization, whether to continue to promote the reorganization project and relevant reasons. If decides to terminate the project or is forced to terminate the project for failure of disclosing the reorganization plan after applying for the resumption of trading of shares and continuous implementation of the reorganization, promises that it will no longer plan any project of significant asset reorganization in at least one month from the date of the announcement on resolutions of the termination of the reorganization. Summary of significant event Disclosure date Query index Participation in setting up M&A Fund 01/18/2017 Announcement on Resolutions Made at the 7 th Meeting of the 7 th Board of Directors (Announcement No.: ), Announcement on Participation in Setting up M&A Fund(Announcement No.: ), Announcement on the First Special Shareholders General Meeting for 2017(Announcement No: ). All the above are published on Significant asset reorganization 03/22/ /29/2017 Announcement on Termination of Significant Events and Suspension of Significant Asset Reorganization(Announcement No.: ) published on Announcement on Progress of Suspension of Significant Asset Reorganization(Announcement No.: ) published on 9

10 04/07/ /14/ /21/2017 Announcement on Progress of Suspension of Significant Asset Reorganization(Announcement No.: ) published on Announcement on Progress of Suspension of Significant Asset Reorganization(Announcement No.: ) published on Announcement on Progress of Suspension of Significant Asset Reorganization(Announcement No.: ) published on III Commitments of s actual controller, shareholders, related parties and acquirer, as well as and other commitment makers, unfulfilled in this reporting period Applicable Inapplicable No such cases in the Reporting Period. IV. Predict the operating results of Jan.-Jun Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: Applicable Inapplicable V. Securities investments Applicable Not applicable Variety of securities Code of securities Name of securities Initial investmen t cost (RMB) Opening number of shares held Opening sharehold ing percentag e Closing number of shares held Closing sharehold ing percentag e Closing book value (RMB) Profit/loss in the Reporting Period (RMB) Accounti ng title Source of securities Stock BBYZ 19,211, Purchase Trading 423, % 462, % 16,109,61 653,200.3 from financial secondar assets y market Total 19,211,75 423, , ,109,61 653,

11 Disclosure date of the board announcement on securities investment approval Disclosure date of the general meeting announcement on securities investment approval (if any) VI Investments in derivative financial instruments Applicable Not applicable No such cases in the Reporting Period. VII Visits paid to in the Reporting Period for purposes of research, communication, interview, etc. Applicable Not applicable Date of visit Way of visit Type of visitor Index to main inquiry information 01/17/2017 By phone Individual 02/16/2017 By phone Individual 02/20/2017 By phone Individual 02/20/2017 By phone Individual 02/20/2017 By phone Individual 02/21/2017 By phone Individual 02/21/2017 By phone Individual 02/21/2017 By phone Individual 02/23/2017 By phone Individual 03/02/2017 By phone Individual Inquired of the stock resumption time of Inquired of the stock resumption time and the progress of major restructuring of Inquired of the stock resumption time of Inquired of the stock resumption time of Inquired of the stock resumption time of Inquired of the stock resumption time of Inquired of the stock resumption time of Inquired of the stock resumption time of Inquired of the stock resumption time of Inquired of the stock resumption time of 11

12 03/10/2017 By phone Individual 03/20/2017 By phone Individual 03/22/2017 By phone Individual 03/22/2017 By phone Individual 03/22/2017 By phone Individual 03/27/2017 By phone Individual 03/27/2017 By phone Individual 03/29/2017 By phone Individual Inquired of the stock resumption time of Inquired of the stock resumption time of Inquired of the progress of major restructuring of and the involved related policies Inquired of the delisting of the Company s significant assets restructuring Inquired of the delisting of the Company s significant assets restructuring Inquired of the stock resumption time of Inquired of the stock resumption time of Inquired of the future development plan of VIII Illegal provision of guarantees for external parties Applicable Not applicable No such cases in the Reporting Period. IX Occupation of s funds by the controlling shareholder or its related parties for non-operating purposes Applicable Not applicable No such cases in the Reporting Period. 12

13 Section IV Financial Statements I. Financial statements 1. Consolidated balance sheet Prepared by Guangdong Jadiete Holdings Group Company Ltd. Unit: RMB Item Closing balance Opening balance Current assets: Monetary funds 7,664, ,886, Settlement reserves Interbank lendings Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period 16,109, ,499, Derivative financial assets Notes receivable Accounts receivable 29,944, ,557, Accounts paid in advance 25,536, , Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividends receivable Other accounts receivable 41,689, ,739, Financial assets purchased under agreement to resell Inventories 107,881, ,939, Assets held for sale Non-current assets due within one year Other current assets 14,778, ,985, Total current assets 243,605, ,815,

14 Non-current assets: Loans and advances to customers Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investments 270,003, ,998, Investment property Fixed assets 43,356, ,012, Construction in progress Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 9,286, ,355, R&D expense Goodwill 2,395, ,395, Long-term deferred expenses Deferred income tax assets 4,617, ,617, Other non-current assets Total non-current assets 329,659, ,379, Total assets 573,264, ,194, Current liabilities: Short-term borrowings Borrowings from the Central Bank Money deposits accepted and inter-bank deposits Interbank borrowings Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable Accounts payable 16,335, ,524, Accounts received in advance 27,909, ,

15 Financial assets sold for repurchase Handling charges and commissions payable Payroll payable 373, , Taxes and fares payable 34,631, ,965, Interest payable Dividends payable Other accounts payable 87,027, ,197, Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 166,277, ,583, Non-current liabilities: Long-term borrowings Bonds payable Of which: Preference shares Perpetual bonds Long-term accounts payable Long-term payroll payable Special payables Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 166,277, ,583, Owners equity: Share capital 318,600, ,600, Other equity instruments 15

16 Of which: Preference shares Perpetual bonds Capital reserves 52,129, ,129, Less: Treasury stock Other composite income Special reserves Surplus reserves 86,036, ,036, Provisions for general risks Retained profit -90,501, ,095, Total equity attributable to owners of 366,263, ,670, Minority interests 40,722, ,940, Total owners equity 406,986, ,610, Total liabilities and owners equity 573,264, ,194, Legal representative: Ding Lihong Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 2. Balance sheet of Unit: RMB Item Closing balance Opening balance Current Assets: Monetary funds 1,952, ,117, Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable Accounts receivable Accounts paid in advance 66, , Interest receivable Dividends receivable Other accounts receivable 67,062, ,929, Inventories Assets held for sale Non-current assets due within one 16

17 year Other current assets Total current assets 69,080, ,114, Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investments 350,003, ,998, Investment property Fixed assets 41,565, ,121, Construction in progress Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 9,286, ,355, R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 2,718, ,718, Other non-current assets Total non-current assets 403,573, ,193, Total assets 472,653, ,307, Current liabilities: Short-term borrowings Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable Accounts payable 19, , Accounts received in advance 164, , Payroll payable 203, , Taxes and fares payable 26,971, ,764,

18 Interest payable Dividends payable Other accounts payable 44,103, ,223, Liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 71,463, ,375, Non-current liabilities: Long-term borrowings Bonds payable Of which: Preference shares Perpetual bonds Long-term payables Long-term payroll payables Special payables Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 71,463, ,375, Owners equity: Share capital 318,600, ,600, Other equity instruments Of which: Preference shares Perpetual bonds Capital reserves 52,129, ,129, Less: Treasury stock Other composite income Special reserves Surplus reserves 86,036, ,036, Retained profit -55,575, ,833, Total owners equity 401,190, ,932, Total liabilities and owners equity 472,653, ,307,

19 3. Consolidated income statement Unit: RMB Item January-March 2017 January-March Operating revenues 136,278, ,008, Including: Sales income 136,278, ,008, Interest income Premium income Handling charge and commission income 2. Total operating costs 132,678, ,724, Including: Cost of sales 127,663, ,079, Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount provided as insurance contract reserves Expenditure on policy dividends Reinsurance premium Business tax and surtaxes 282, , Selling expenses 683, , Administrative expenses 3,898, ,853, Financial costs 182, , Asset impairment loss -32, , Add: Profit/loss on fair value changes ( - means loss) Profit/loss on investment ( - means loss) Including: Share of profit in associates and joint ventures Foreign exchange profit ( - means loss) 653, , Operating profit ( - means loss) 4,234, ,717, Add: Non-operating income 0.33 Including: Profit on disposal of non-current assets 19

20 Less: Non-operating expense 2, , Including: Loss on disposal of non-current assets 4. Total profit ( - means loss) 4,232, ,917, Less: Corporate income tax 1,856, , Net profit ( - means loss) 2,375, ,162, Net profit attributable to owners of -406, ,498, Minority shareholders income 2,782, , After-tax net amount of other composite income After-tax net amount of other composite income attributable to owners of 6.1 Other composite income that will not be reclassified into profit and loss Changes in net liabilities or assets with a defined benefit plan upon re-measurement Enjoyable share in other comprehensive income in investees that cannot be reclassified into profit and loss under the equity method 6.2 Other composite income that will be reclassified into profit and loss Enjoyable share in other composite income in investees that will be reclassified into profit and loss under the equity method Profit and loss on fair value changes of available-for-sale financial assets Profit and loss on reclassifying held-to-maturity investments into available-for-sale financial assets Effective hedging profit and loss on cash flow Foreign-currency financial statement translation difference Other 20

21 After-tax net amount of other composite income attributable to minority shareholders 7. Total composite income 2,375, ,162, Attributable to owners of the Company Attributable to minority shareholders -406, ,498, ,782, , Earnings per share 8.1 Basic earnings per share Diluted earnings per share Where business mergers under the same control occurred in the Reporting Period, net profit achieved by the merged parties before the business mergers was RMB, with the corresponding amount for the same period of last year being RMB. Legal representative: Ding Lihong Chief of the accounting work: Chen Jincai Chief of the accounting organ: Zheng Guangde 4. Income statement of Unit: RMB Item January-March 2017 January-March Operating revenues Less: Operating costs Business tax and surtaxes 207, Selling expenses Administrative expenses 3,302, ,701, Financial costs 237, , Asset impairment loss Add: profit/loss on fair value changes ( - means loss) Profit/loss on investment ( - means loss) Including: Income from investment on associates and joint ventures 5, Operating profit ( - means loss) -3,741, ,020, Add: Non-operating income Including: Profit on disposal of non-current assets Less: Non-operating expense 200,

22 Including: Loss on disposal of non-current assets 3. Total profit ( - means loss) -3,741, ,220, Less: Corporate income tax 4. Net profit ( - means loss) -3,741, ,220, After-tax net amount of other composite income 5.1 Other composite income that will not be reclassified into profit and loss Changes in net liabilities or assets with a defined benefit plan upon re-measurement Enjoyable share in other composite income in investees that cannot be reclassified into profit and loss under the equity method 5.2 Other composite income that will be reclassified into profit and loss Enjoyable share in other composite income in investees that will be reclassified into profit and loss under the equity method Profit and loss on fair value changes of available-for-sale financial assets Profit and loss on reclassifying held-to-maturity investments into available-for-sale financial assets Effective hedging profit and loss on cash flow Foreign-currency financial statement translation difference Other 6. Total composite income -3,741, ,220, Earnings per share 7.1 Basic earnings per share Diluted earnings per share Consolidated cash flow statement Unit: RMB 22

23 Item January-March 2017 January-March Cash flows from operating : Cash received from sale of commodities and rendering of service Net increase in money deposits from customers and interbank placements Net increase in loans from the Central Bank Net increase in funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase in deposits of policy holders and investment fund Net increase in disposal of financial assets at fair value through profit/loss Interest, fees and commissions received 200,424, ,535, Net increase in interbank borrowings Net increase in funds in repurchase business Tax refunds received Cash received from other operating Subtotal of cash inflows from operating 30,399, ,121, ,824, ,657, Cash paid for goods and services 196,463, ,999, Net increase in loans and advances to customers Net increase in funds deposited in the Central Bank and interbank placements Cash paid for claims of original insurance contracts Interest, fees and commissions paid Cash paid as policy dividends Cash paid to and for employees 989, ,224, Taxes paid 2,120, ,127, Cash paid for other operating 27,492, ,945,

24 Subtotal of cash outflows due to operating Net cash flows from operating 227,066, ,297, ,758, , Cash flows from investing : Cash received from retraction of investments 1,326, Cash received as investment income 10, Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Cash received from other investing Subtotal of cash inflows from investing Cash paid to acquire fixed assets, intangible assets and other long-term assets 1,336, , Cash paid for investment 121,316, Net increase in pledged loans Net cash paid to acquire subsidiaries and other business units Cash paid for other investing Subtotal of cash outflows due to investing 121,316, , Net cash flows from investing -119,979, , Cash flows from financing : Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received as borrowings Cash received from issuance of bonds Cash received from other financing 24

25 Subtotal of cash inflows from financing Repayment of borrowings Cash paid for interest expenses and distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority interests Cash paid for other financing Sub-total of cash outflows due to financing Net cash flows from financing 4. Effect of foreign exchange rate changes on cash and cash equivalents 5. Net increase in cash and cash equivalents Add: Opening balance of cash and cash equivalents 6. Closing balance of cash and cash equivalents ,221, , ,886, ,471, ,664, ,824, Cash flow statement of Unit: RMB Item January-March 2017 January-March Cash flows from operating : Cash received from sale of commodities and rendering of service Tax refunds received Cash received from other operating Subtotal of cash inflows from operating 32,178, ,699, ,178, ,699, Cash paid for goods and services Cash paid to and for employees 400, , Taxes paid 13, , Cash paid for other operating Subtotal of cash outflows due to operating 23,928, ,429, ,343, ,843,

26 Net cash flows from operating 7,834, ,144, Cash flows from investing : Cash received from retraction of investments Cash received as investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries or other business units Cash received from other investing Subtotal of cash inflows from investing Cash paid to acquire fixed assets, intangible assets and other long-term assets Cash paid for investment 120,000, Net cash paid to acquire subsidiaries and other business units Cash paid for other investing Subtotal of cash outflows due to investing 5,000, ,000, Net cash flows from investing -125,000, Cash flows from financing : Cash received from capital contributions Cash received as borrowings Cash received from issuance of bonds Cash received from other financing Subtotal of cash inflows from financing Repayment of borrowings Cash paid for interest expenses and distribution of dividends or profit Cash paid for other financing 26

27 Sub-total of cash outflows due to financing Net cash flows from financing 4. Effect of foreign exchange rate changes on cash and cash equivalents 5. Net increase in cash and cash equivalents Add: Opening balance of cash and cash equivalents 6. Closing balance of cash and cash equivalents -117,165, ,144, ,117, ,310, ,952, , II Auditor s report Is this Report audited? Yes No This Report is not audited. 27