ST大路B：报告摘要（英文版） .ppt

,Chengde Dalu Co.,Ltd.,Summary of Annual Report 2011,Stock Code:200160,Short Form of the Stock:ST Dalu B,Public Notice No.:2012-023,Chengde Dalu Co.,Ltd.Summary of Annual Report 20111.Important Notice1.1 Board of Directors,Supervisory Committee,all directors,supervisors and senior executives ofChengde Dalu Co.,Ltd.(hereinafter referred to as the Company)hereby confirm that there are noany fictitious statements,misleading statements,or important omissions carried in this report,andshall take all responsibilities,individual and/or joint,for the reality,accuracy and completion of thewhole contents.The summary of Annual Report 2011 is abstracted from the Annual Report;and full text of theAnnual Report is published on Internet website http:/in the mean time.Theinvestors are suggested to read the full text of Annual Report to get more details.1.2 Crowe Horwath CPA(special general partnership)audited the financial report of the Companyand issued the unqualified auditors report with paragraph of emphasized matters for the Company.The Board of Director,Supervisory Committee and independent directors of the Company madedefinitions on the relevant matters;the investors are suggested to pay attention to read.1.3 Yan Qizhong,Principal of the Company;Wang Ansheng,Person in Charge of AccountingWorks;and Liu Fengguo,Person in Charge of Accounting Organ(Accounting Supervisor)herebyconfirm that the Financial Report of the Annual Report is true and complete.2.Company Profile2.1 Basic information,Short form of the stockStock codeListed stock exchange,ST DALU B200160Shenzhen Stock Exchange,2.2 Contact person and method,Secretary of the Board,Authorized Representative of StockAffairs,NameContact address,Yan QizhongDalu Holding,No.2 Road,Xiabancheng Town,Chengde County,Hebei,Telephone,0314-3115048,3115049,FaxE-mail,034-,3.Summary of Accounting Data and Financial Indexes3.1 Major accounting dataUnit:RMBIncrease/decrease in this year,2011,2010,compared with,2009,that of last year(%),Beforeadjustment,Afteradjustment,Afteradjustment,Beforeadjustment,Afteradjustment,Total,operating,515,150.00,516,778.00,516,778.00,-0.32%,0.00,0.00,1,39.44%,Chengde Dalu Co.,Ltd.income(RMB),Summary of Annual Report 2011,Operationprofit(RMB),-15,116,568.97-23,065,703.21-23,065,703.21,34.46%,-137,628,650.8-137,628,650.87 7,Totalprofit(RMB),2,747,631.39,6,984,941.82,6,984,941.82,-60.66%329,623,006.84 327,243,651.97,Net,profit,attributable,to,shareholders ofthe listed,3,643,202.46,1,704,928.05,1,704,928.05,113.69%186,014,467.46,91,450,169.52,company(RMB),Net,profit,attributable,to,shareholders of,the listedcompany after-14,020,621.88-23,152,790.37-23,152,790.37deductingnon-recurring,-221,422,306.0-240,995,409.34 7,gains,and,losses(RMB)Net cash flow,arising,from,operating,-532,391.56-32,273,821.01-32,273,821.01,98.35%,-6,919,098.27,-6,919,098.27,activities(RMB)Increase/decrease at the end of,At the end of2011,At the end of 2010,this yearcompared with,At the end of 2009,that at the end oflast year(%),Beforeadjustment,Afteradjustment,Afteradjustment,Beforeadjustment,Afteradjustment,Totalassets(RMB)Totalliability(RMB),219,022,670.8 199,976,147.6 199,976,147.61 4 4240,950,260.5 224,632,050.6 224,632,050.60 0 0,9.52%183,328,923.59 190,703,503.147.26%218,262,175.86 218,262,175.86,Owners equity-23,882,038.57-27,525,241.03-27,525,241.03,13.24%-51,338,938.68-29,230,169.082,Chengde Dalu Co.,Ltd.,Summary of Annual Report 2011,attributable,to,shareholders oflisted company(RMB),Total share 706,320,000.0 706,320,000.0 706,320,000.0capital(Share)0 0 0,0.00%706,320,000.00 706,320,000.00,3.2 Major financial indexesUnit:RMBIncrease/decrease this year,2011,2010,compared,2009,with that lastyear(%),Before,After,After,Before,After,adjustment adjustment adjustment adjustment adjustment,Basic earnings pershare(RMB/Share)Diluted earnings pershare(RMB/Share),0.00520.0052,0.00240.0024,0.00240.0024,116.67%116.67%,0.260.26,0.130.13,Basic earnings per,share,after,deductingnon-recurring gains,0.0199,0.0328,0.0328,-39.33%,-0.31,-0.34,and(RMB/Share),losses,Weighted averagereturn on equity(%),0.00%,0.00%,0.00%,0.00%,0.00%,0.00%,Weighted averagereturn on equity,after deducting,0.00%,0.00%,0.00%,0.00%,0.00%,0.00%,non-recurring gainsand losses(%)Net cash flowarising from,operating activities,-0.001,-0.046,-0.046,-98.35%,-0.0098,-0.0098,per share(RMB/Share)Increase/decrease at theend of this,At the end of2011,At the end of 2010,yearcompared,At the end of 2009,with that atthe end of lastyear(%),Before,After,After,Before,After,adjustment adjustment adjustment adjustment adjustment,Net asset per share,-0.034,-0.039,-0.039,-12.82%,-0.07,-0.04,3,-,0,0,0,0,0,0,Chengde Dalu Co.,Ltd.attributable toshareholders of listedcompany(RMB/share),Summary of Annual Report 2011,Asset-liability ratio(%),110.01%,112.33%,112.33%,-2.32%,119.05%,114.45%,3.3 Items of non-recurring gains and losses,Applicable,Inapplicable,Unit:RMB,Items of non-recurring gains andlosses,2011,Note(Ifapplicable),2010,2009,Governmental subsidy reckonedinto current gains and losses,butclosely relevant to the Companys,business,except,for,the 17,900,000.00,19,125,000.00,0.00,governmental subsidy enjoyed inquota or ration according to thenational general standards,Gains and losses from the disposalof non-current asset,0.00,10,644,730.00,0.00,Other non-operating income and,expenditure,except,for,the,-35,799.64,280,915.03,-2,404.77,aforementioned items,Influenced amount of minorityshareholders gains/lossesImpact on income taxTotal,-200,376.020.0017,663,824.34,-4,781,250.00-411,676.6124,857,718.42,-252,376.200.00-254,780.97,4.Particular about Shareholding and controlling diagram4.1 Statement of shares held by top 10 shareholders and top 10 circulated shareholdersUnit:Share,Total shareholders atyear-end of 2011,Total shareholders at one22,668 month-earlier of the date forannual report disclosed,22,448,Particulars about shares held by the top ten shareholders,Names of shareholders,Nature ofshareholder,Proportion ofshare held(%),Amount ofshare held,Amount ofrestricted sharesheld,Shares pledgedor frozen,Chen Rong,Domesticnature person,29.49%208,324,800,208,324,800,GUOTAI JUNANSECURITIES(HONGKONG)LIMITED_Shanghai Wanguo(H.K)Securities,Foreign legalpersonForeign legalperson,8.54%3.82%,60,331,71926,978,492,Chengde NorthIndustrial Corporation,Domesticnon-stateowned legal,2.62%,18,517,651,18,517,651,4,0,0,0,0,0,0,0,0,0,0,0,Chengde Dalu Co.,Ltd.,person,Summary of Annual Report 2011,Wang ZhengsongZhou XiaominYu SanxiWang WenshengPeng WeiZhao Ziying,Domesticnature personDomesticnature personDomesticnature personDomesticnature personDomesticnature personDomesticnature person,1.89%1.37%1.24%1.03%0.42%0.40%,13,327,8919,654,1118,741,2107,258,0072,978,5252,821,916,13,327,891,Particulars about shares held by the top ten shareholders of circulation shares,Shareholders nameGUOTAI JUNANSECURITIES(HONGKONG)LIMITEDShanghai Wanguo(H.K)SecuritiesZhou XiaominYu SanxiWang WenshengPeng WeiZhao ZiyingLi YouheLi SiquanYe Guang,Number of circulation shares heldat the year-end60,331,71926,978,4929,654,1118,741,2107,258,0072,978,5252,821,9161,875,9271,726,1331,511,500,Type of sharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignsharesDomestically listed foreignshares,Explanation onassociated relationshipamong the aforesaidshareholders,The Company is unknown whether there exists associated relationship or belongsto consistent actor regulated by“management method for acquisition of listedcompany”among the above said shareholders.,4.2 Property right and controlling relationships between the actual controllers of theCompany and the Company is as follows:Chen Rong29.49%CHENGDE DALU CO.,LTD.5,Chengde Dalu Co.,Ltd.,Summary of Annual Report 2011,5.Report of the Board of Directors5.1 Discussion and analysis by the management teamIn report period,the Company was in the transition period of re-organization.The Company obtains aroom for debt burden and financial risk relieved through out bankruptcy re-organization.However,capital of the Company still in tight,and limited in time and condition,operational business still norecover in the report period.As the Company finished bankruptcy reorganization,its financial condition got improved.Input withassets of Chengde Rongyida Real Estate Development Co.,Ltd.provided favorable condition for theCompany to recover its main business ability.Under the correction guidance of the Board and effortform the whole staff,wholly-owned subsidiaryRongyida Company has started the initial phasesdevelopment of project of Dalu Qianyuan(commercial residence),which lay out a foundation for theoperational recovery gradually of the Company.No main business production was recovered in the report period,real estate project of RongyidaCompany still in process,therefore gains income of zero in main business production;the operatingincome amounting to-15,116,568.97 yuan,an 34.46 percent up y-o-y;net profit amounting to2,728,313.27 yuan with 6.01 percent down y-o-y.The net profit attributable to owners equity ofparent company gains a y-o-y increase of 113.69 percent with3,643,202.46 yuan.In report period,main business of the Company still in deficit,but subsidy of social guarantee 17.9million yuan was allocated from Peoples Government of Chengde Country,Chengde City,HebeiProvince,which realized net profit of 3,643,202.46 yuan for year of 2011.5.2 Statement of main operations classified according to industries or productsUnit:RMB0000Main operations classified according to industries,Classifiedaccording toindustries,Incomefromoperations,Cost ofoperations,Increase/dec Increase/decrease in rease in costGross profit income from ofratio operations operations(%)over the last over the lastyear year(%)(%),Increase/decrease in grossprofit ratioover the lastyear(%),Sales of cotton,yarn plain clothand spinning&,0.00,0.00,0.00%,0.00%,0.00%,0.00%,synthetic silks,Sales of paper,0.00,0.00,0.00%,0.00%,0.00%,0.00%,Main operations classified according to products,Classifiedaccording toproducts,Incomefromoperations,Cost ofoperations,Increase/dec Increase/decrease in rease in costGross profit income from ofratio operations operations(%)over the last over the lastyear year(%)(%),Increase/decrease in grossprofit ratioover the lastyear(%),Sales of cotton,yarn plain clothand spinning&,0.00,0.00,0.00%,0.00%,0.00%,0.00%,synthetic silks6,Chengde Dalu Co.,Ltd.,Summary of Annual Report 2011,Sales of paper,0.00,0.00,0.00%,0.00%,0.00%,0.00%,5.3 Reasons for major changes on profit constitution,main business and structures as well asprofitability for main business compare with year-earlier period,Applicable,Inapplicable,6.Financial Report6.1 Explanation on changes on accounting policies,accounting estimation and calculationcompare with latest annual report,Applicable,Inapplicable,6.2 Content of fundamental accounting errors,amount changed as well as their reasons andinfluence,Applicable,Inapplicable,6.3 Explanation on changes of consolidation range compare with latest annual report,Applicable,Inapplicable,6.4 Explanation on“Qualified Opinion”from the Certified Public Accountants in the reportperiod by the Board of Directors and Supervisory Committee,Applicable,Inapplicable,In 2011,the financial report of this period was audited by Crowe Horwath CPA(special generalpartnership)with qualified auditors report with paragraph of emphasized matters carried out.Emphasis events are:1.As stated in Notes IV.1(1).,Chengde Xingye Papermaking Co.,Ltd.is a joint ventureinvested by DaLu Company and(Hong Kong)Century Win International Holding Co.,Ltd.in 2001,the registered capital is USD 250,000,000.00 and the paid-in capital is USD 100,000,000.00.Shareholders contribution of the registered capital is 40%,with DaLu Company invested USD75,000,000.00 which account for 75%and(Hong Kong)Century Win International Holding Co.,Ltd.invested USD 25,000,000.00 which account for 25%.On 28 Oct.2002,upon approval with Wai JingZi Er Han 2001 No.969 issued by the Ministry of Foreign Trade and Economic Cooperation of the Peoples Republic ofChina,Chengde Xingye Papermaking Co.,Ltd.has increased the registered capital from USD100,000,000.00 to USD 250,000,000.00.The new registered capital should be paid within threeyears since obtaining the new business license according to the agreement and articles.But the newregistered capital of Chengde Xingye Papermaking Co.,Ltd.has not been fully paid by the investorswithin the stipulated term.Confirmed by the Companies Registry of Hong Kong SAR Government,Century WinInternational Holding Co.,Ltd was declared to be dissolved on 20 May 2005.According to the rulingof Hebei superior Peoples Court with(2009)Ji Xing Er Zhong Zi 44 of 23 April 2009,ChengdeXingye Papermaking Co.,Ltd was adjudicated as a mendacious foreign-invested enterprise whichwas established by the former shareholder Wangsuxian of the Company who was using the name ofCentury Win International Holding Co.,Ltd.when making investment.2.As stated in Notes V、6,registered capital of Dahua Paper Industry Co.,Ltd after the transferof equity shares and the capital increase is increased to JPY 6,364,000,000,of which USD 5,000,000invested before has been verified by PRC Certified Public Accountants,the increased part has not.Chengde Industrial and Commercial Bureau withdrew the license of Dahua Paper Industry Co.,Ltdon 28 April 2009 according to the ChengGongShang(2009)No.75 Document due to not submittingthe annual inspection material of 2007.3.As stated in Notes VII、3,Lirui sued the Company together with its subsidiary companyChengde Rongyida Real Estate Development Co.,Ltd for infringement and appealed economiccompensation of 15 million Yuan.The court heard the case on April 20,2012,but by April 22,2012there are no trial results.4.As at 31 Dec 2011,the owners equity attributable to parent Company of the Company is7,Chengde Dalu Co.,Ltd.,Summary of Annual Report 2011,RMB-23,882,038.57 and there was no operating revenue in year 2010 or 2011.So theres someuncertainty about the companys ability to continue as a going concern.This section does not affect the above opinion.To the proceedings involved in qualified opinions with paragraph of emphasized matters provided byaccountants,the board of directors of the Company made the following explanations:The board of directors thought that,the proceedings involved in unqualified opinions withparagraph of emphasized matters provided by Crowe Horwath CPA(special general partnership)existed which were problems left in history,and could not have substantial influences on productionand operation of the Company.The board of directors attached importance to the emphasized issuesand qualified matters in the audit report,and is communicating with related department at present onnegot