苏威孚Ｂ：2012年第三季度报告全文（英文版） .ppt

- weifu high-technology group co., ltd.the third quarterly report for 2012(full-text) the third quarterly report for 2012 i. important notes board of directors and the supervisory committee of weifu high-technology group co., ltd. (hereinafter referred to as the company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. all directors of the company are attended the meeting for quarterly report deliberation. chen xuejun, principal of the company; ou jinbin, person in charge of accounting work; ou jianbin, person in charge of accounting organization (accounting officer) hereby confirm that the financial report of the third quarterly report is true and complete. ii. company profile (i) major accounting data and financial indexes whether retroactive adjusted on previous financial report or not yes nonot applicable increase/decrease in this 2012.9.302011.12.31period-end over period-end of last year (%) total assets (rmb) owners equities attributable to the shareholders of listed company (rmb) share capital (share) net assets per share attributable to the shareholders of listed company (rmb/share) 10,629,402,367.66 8,362,939,630.54 680,133,995.00 12.30 7,929,217,436.19 5,064,060,401.35 567,275,995.00 8.93 34.05% 65.14% 19.89% 37.74% july- september of 2012 increase/decrease over the same period of the last year (%) january- september of 2012 increase/decrease over the same period of the last year (%) total operating income (rmb)1,041,474,977.31-11.55% 3,664,216,111.31-17.75% net profit attributable to the shareholders of listed company (rmb) net cash flow arising from operating activities (rmb) net cash flow arising from operating activities per share (rmb/share) basic earnings per share (rmb/share) diluted earnings per share (rmb/share) weighted average return on equity (%) weighted average return on equity after deducting non-recurring gains and losses (%) - 162,685,279.78 0.24 0.24 1.96% 1.78% - -22.89% -35.14% -35.14% -2.70% -2.88% 608,966,454.76 956,097,847.36 1.41 0.93 0.93 8.08% 7.86% -28.83% 532.42% 422.22% -38.41% -38.41% -11.14% -11.24% items and amount with non-recurring gains/losses deducted applicable not applicable item gains and losses from disposal of non-current assets tax refund or exemption out of authorization, with absence of official approval document or accidentally governmental subsidy calculated into current gains and losses(while closely related with the normal business of the company, excluding the fixed-amount or amount from year-begin to period-end (rmb) 3,150,101.45 1,915,900.00 note fixed-proportion governmental subsidy according to the unified national standard) fund occupation expenses received from non-financial enterprises that reckon into current gains/losses 1 weifu high-technology group co., ltd.the third quarterly report for 2012(full-text) income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units gains and losses from exchange of non-monetary assets gains and losses from entrusted investment or management assets various asset impairment reserve provided for force majeure, such as natural disaster gains/losses from debt reorganization reorganization expenses, such as expenditure for allocation of employees and integration fee gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value current net gains and losses of subsidiaries occurred from combination under the same control commencing from period-begin to combination date gains and losses from contingent events which has no relation with normal business of the company gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale reversal of impairment reserve for account receivable with separate impairment testing gains/ losses from external entrustment loans gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in relation to taxation and accounting income from entrusted custody operation other non-operating income and expenditure except the abovementioned other item that satisfied the definition of non-recurring gains and losses influenced amount of minority shareholders equity impact on income tax 16,597,777.78 15,800.46 -869,202.82 -3,418,394.11 total17,391,982.76- explanation on “other item that satisfied the definition of non-recurring gains and losses” and defined non-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operation status itemamount involved (rmb)note (ii) total shareholders at period-end and top ten shareholders total number of shareholders at the end of report period particulars about the shares held by the top ten shareholders with unrestricted conditions 32,058 shareholders amount of unrestricted shares held at period-end type/amount of shares type amount wuxi industry development group co., ltd. china construction bankfullgoal tianbo innovation theme stock securities investment fund 56,727,600 rmb common share 21,865,679 rmb common share 56,727,600 21,865,679 robert bosch gmbh gaoling fund,l.p. 18,387,200 12,502,715 domestically listed foreign share domestically listed foreign share 18,387,200 12,502,715 agriculture bank of china changsheng tongde theme growth 10,009,855 rmb common share10,009,855 2 weifu high-technology group co., ltd. stock securities investment fund the third quarterly report for 2012(full-text) china construction bank yinhua core value selected stock investment fund 9,549,938 rmb common share9,549,938 guotai junan securities(hongkong) limited9,426,866 domestically listed foreign share 9,426,866 china construction bank huaxia advantage growth stock securities investment fund 9,381,079 rmb common share9,381,079 dragon billion china master fund9,298,922 domestically listed foreign share 9,298,922 bank of communications fullgoal tianyi value stock investment fund 7,868,490 rmb common share7,868,490 explanation on shareholders iii. significant events (i) particulars about material changes in items of main accounting statement and financial index, and explanations of reasons applicablenot applicable monetary fund: 219.39% growth at period-end over that of year-begin; mainly due to the fund raising in privately offering in this year. other current assets: 1959.86% growth at period-end over that of year-begin mainly due to the trust financing capital in this year. financial assets available for sale: rmb 250.77 million more at period-end than that of year-begin, mainly due to the privately offering share of sdec subscribe in this period. investment held to maturity: rmb 449 million more at period-end than that of year-begin, mainly due to the trust financial products purchased in this period. short-term loans: rmb 495 million less at period-end than that of year-begin, mainly because part of the raising fund in privately offering in this period are supplemented the current capital for bank loans paid. note payable: 46.75% growth at period-end over that of year-begin mainly because weifu jingning has a new settlement business as note payable. taxes payable: 82% down at period-end over that of year-begin mainly because last years enterprise income tax was collected for paid in this period. deferred income tax liability: rmb 7.6512 million more at period-end than that of year-begin, mainly because the privately offering share of sdec were subscribe by the company, and the variation of fair value calculated at closing price are recognized as deferred income tax correspondingly. capital reserve: rmb 2781.095 million more at period-end than that of year-begin, mainly because the privately offering in this period, and the share premium increased correspondingly. sales expenses: 77.25% growth at period-end y-o-y mainly due to the growth of three-guarantee expenses. financial expenses: it is a considerable decrease at period-end y-o-y mainly because bank loans were paid in this period, interest expenses reduce correspondingly; meanwhile, bank interest income growth due to the increase of monetary fund. investment income: 27.67% down at period-end y-o-y mainly because being affected by automobile industry, profit from bosch diesel and zhonglian auto electronic co., ltd shows a declined y-o-y. 3 weifu high-technology group co., ltd.the third quarterly report for 2012(full-text) (ii) progress of significant events, their influences, and analysis and explanation of their solutions 1. qualified opinion applicable not applicable 2. particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. applicable not applicable 3. particular about signing and implementation on significant contracts of ordinary management. applicable not applicable 4. other applicable not applicable (iii) commitments made by the company or shareholders holding above 5% shares of the company in reporting period or extending to reporting period. applicablenot applicable commitmentsacceptercontents commitm commitm implemen ent date ent term tation non-circulating shares of weifu hi-tech held by weifu commitments for wuxi industry share merger development group reform co., ltd. group could not listed or transferred within 60 months since possessing of listing right. after the expiry of the commitment period, original non-circulating shares would be listed for sale in shenzhen stock exchange, the proportion of sales volume to total share equity of 2006-04-0 weifu hi-tech could not exceed 5% within 12 months 5 as well as 10% within 24 months, and sales price ought not to less than rmb 10 per share (the lowest impairment price of shares holding would be calculated ex-right at the same time if share price ought to ex-right the commitme nt was being fulfilled without holdings-r educing shares. according to regulation). commitments in report of acquisition or equity change commitments in assets replacement commitments made in issuing other commitments for medium and small shareholders wuxi industry development group co., ltd. and robert bosch gmbh wuxi industry development group co., ltd. the privately offering of the company totally issue 112,858,000 a-shares to largest shareholder wuxi industry group and foreign strategy investor robert 2012-02-2 bosch gmbh. the above said shares are listed for 9 trading in shenzhen stock exchange since 29 february 2012 with 36-month restriction in order to promote the listed companys steady and healthy development, fully mobilize senior executives so as to ensure to combine the interests of the governance and shareholders of the company, weifu industry group committed: after weifu high-tech finishing share merger reform, under related regulations of the state and wuxi government in terms of governance encouragement system of listed company, the group would the stock incentive plan for management level of weifu high-tech. 36 months implemen ting the commitme nt of arrange for excitation mechanis m is being implement ed, and 4 1 - - weifu high-technology group co., ltd.the third quarterly report for 2012(full-text) would be performed since related policy is released. completed on time or not yes no not applicable detail reasons for un-complement and further plan whether made a promise to horizontal competition and yes no not applicable related transactions that resulted or not solution term promised solution way complementation (iv) estimation of operation performance for year of 2012 estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason applicablenot applicable (v) particulars about other significant events which needed explanations 1. particular about security investment applicablenot applicable serial type stock code stock name initial investment cost (rmb) amount held at period-end (share) ending book value (rmb) ratio in total security investment at period-end (%) gains and losses during report period (rmb) stock 600841sdec199,208,000.0023,680,000250,771,200.00100%740,000.00 other security investment held at period-end gains/losses of security investment sold in report period total - 199,208,000.00 - - 250,771,200.00 100% - 740,000.00 date for disclosure of approval by the board 2012-03-24 date for disclosure of approval by the shareholders meeting explanation on security investment the 23rd meeting of the sixth board of directors of the company discussed to participate in subscription of sdec non-public issuing stock a, subscribe sdec non-public issuing stock of 14.80 million shares by 13.46 yuan per share, occupying 2.72% of total stock. the company promised not to transfer within 12 months after this subscription, the restricted stock trade period is from 23rd, march, 2012 to 22nd, march, 2013. sdec implemented 2011 annual profit distribution and capitalization of capital reserves program on 4th, june, 2012 (assign cash 0.50 yuan per 10 shares, every 10 shares increase by 6 shares after transferring). the company holds 23.68 million shares of sdec at the end of report period. 5 weifu high-technology group co., ltd. 2. particulars about derivatives investment the third quarterly report for 2012(full-text) applicablenot applicable 3. particulars about the positions of derivatives investment at the end of report period applicablenot applicable 4. registration form of receiving research, communication and interview in the report period date 2012-07-13 2012-07-16 place conference room conference room way field research field research type institution institution object minsheng security guodu security content discussed and documents provided analysis on market of 2012 analysis on market of 2012 5. corporate bond issuance whether corporate bond issued or not yes not iv. appendix (i) financial statement whether consolidated statement or not: yes no unless otherwise, currency for this statement refers to cny (rmb) 1. consolidated balance sheet prepared by weifu high-technology group co., ltd.unit: rmb items current assets: monetary funds settlement provisions capital lent transaction finance asset notes receivable accounts receivable accounts paid in advance insurance receivable reinsurance receivables contract reserve of reinsurance receivable interest receivable dividend receivable other receivables purchase restituted finance asset inventories non-current asset due within one year other current assets total current assets balance at period-end 2,730,914,003.39 919,972,616.77 1,008,255,172.40 133,506,106.87 13,220,000.00 2,040,000.00 8,667,519.15 776,565,714.03 210,827,536.17 5,803,968,668.78 balance at period-begin 855,053,599.38 1,227,018,757.27 1,167,123,155.04 183,407,859.04 11,983,410.88 883,582,090.78 10,235,025.21 4,338,403,897.60 6 weifu high-technology group co., ltd. non-current assets: granted loans and advances finance asset available for sales held-to-maturity investment long-term account receivable the third quarterly report for 2012(full-text) 250,771,200.00 449,000,000.00 long-term equity investment investment property fixed assets construction in progress engineering material disposal of fixed asset productive biological asset oil and gas asset intangible assets expense on research and development goodwill long-term expenses to be apportioned deferred income tax asset other non-current asset total non-current asset total assets current liabilities: short-term loans loan from central bank absorbing deposit and interbank deposit capital borrowed transaction financial liabilities notes payable accounts payable accounts received in advance selling financial asset of repurchase commission charge and commission payable wage payable taxes payable interest payable dividend payable other accounts payable reinsurance payables insurance contract reserve security trading of agency security sales of agency non-current liabilities due within 1 year other current liabilities total current liabilities 2,298,490,873.15 3,999,053.91 1,398,023,944.99 85,725,836.24 244,799,259.58 1,784,086.79 11,010,602.57 81,828,841.65 4,825,433,698.88 10,629,402,367.66 241,110,137.63 1,044,005,372.11 65,286,067.47 266,916,209.73 13,989,207.84 150,000.00 28,167,307.24 181,094,428.43 37,941,692.99 1,878,660,423.44 1,786,481,972.85 4,352,211.86 1,357,509,509.59 98,288,407.69 249,921,186.58 1,784,086.79 9,144,280.20 83,331,883.03 3,590,813,538.59 7,929,217,436.19 495,000,000.00 164,301,719.94 1,297,893,239.74 55,289,941.25 278,771,987.97 77,737,123.74 930,000.00 3,444,762.15 83,991,571.43 3,000,000.00 34,608,609.47 2,494,968,955.69 non-current liabilities: long-term loans 7 item weifu high-technology group co., ltd. bonds payable the third quarterly report for 2012(full-text) long-term account payable special accounts payable projected liabilities deferred income tax liabilities other non-current liabilities total non-current liabilities total liabilities owners equity (or shareholders equity): paid-in capital (or share capital) capital public