ST雷伊B：报告（英文版） .ppt

,2012 Annual Report of Guangdong Rieys Group Company Ltd.,GUANGDONG RIEYS GROUP COMPANY LTD.,2012 Annual Report,February 2013,1,2012 Annual Report of Guangdong Rieys Group Company Ltd.,I.Important Notes,Contents&Explanation,The Board of Directors,the Supervisory Committee as well as all directors,supervisors and seniormanagement staff of Guangdong Rieys Group Company Ltd.(hereinafter referred to as“theCompany”)warrant that this report does not contain any false or misleading statements or omit anymaterial facts and hereby accept,individually and collectively,responsibility for the factuality,accuracy and completeness of the contents carried in this report.,Mr.Chen Hongcheng,company principal,Mr.Chen Jincai,chief of the accounting work,and Mr.Zheng Guangde,chief of the accounting organ(chief of accounting),hereby confirm that theFinancial Report enclosed in this report is factual,accurate and complete.All directors attended in person the board session for reviewing this report.,The Company plans not to distribute cash dividends or bonus shares or turn capital reserve intoshare capital.,2,2012 Annual Report of Guangdong Rieys Group Company Ltd.,Contents,I.Important Notes,Contents&Explanation.2II.Company Profile.6III.Accounting&Business Highlights.8IV.Report of the Board of Directors.12V.Significant Events.24VI.Change in Share Capital and Particulars about Shareholders.29VII.Directors,Supervisors,Senior Management Staffs and Employees.36X.Financial Report.51XI.Documents Available for Reference.127,3,2012 Annual Report of Guangdong Rieys Group Company Ltd.Explanation,TermCompany,the CompanyShenghengchangRisheng,ReferstoReferstoReferstoRefersto,ContentsGuangdong Rieys Group Company Ltd.Puning Shenghengchang Trade Development Co.,Ltd.Shenzhen Risheng Chuangyuan Asset Management Co.,Ltd.,Shangdi Central,Refers A real estate project developed by Puning Hengda Real Estateto Development Co.,Ltd.,Liushaxi Credit UnionCSRCSZSE,the stock exchangeThe Company LawThe Securities LawYuanReporting period,ReferstoReferstoReferstoReferstoReferstoReferstoRefersto,Liushaxi Credit Union of Puning Rural Credit CooperativeChina Securities Regulatory CommissionShenzhen Stock ExchangeThe Company Law of the Peoples Republic of ChinaThe Securities Law of the Peoples Republic of ChinaRMB1 Jan.2012-31 Dec.2012,4,2012 Annual Report of Guangdong Rieys Group Company Ltd.,Warning of Significant Risks,I.Risk of uncertain future earnings,Although the Company has successfully transformed itself to a real estate developer and its“Shangdi Central”project has been completed before the end of 2012,starting to generate earningsfor the Company for 2012 and 2013,the Company has now no other real estate projects going onthan this one.Therefore,earnings are considered uncertain in the short run.,The Company has been proactively working on more real estate projects.Considering themacro-control over real estate,the Company adopts a prudent attitude towards choosing projectsand makes risk control its primary objective.The Company will continue to work on more possiblereal estate projects and choose some practical ones as soon as possible.II.Risk of business over-concentration,The original garment processing business basically ended in 2012,and the operating revenues of theCompany mainly came from real estate development.If the government greatly adjusts its realestate policy or the domestic economy fluctuates greatly,earnings of the Company may be affected.It has taken quite a few years for the Company to transform itself from a garment producer to a realestate developer,so it will stick to real estate as its only business in the short run.There is alwaysrisk in the market,and just because of that,strategy is even more important.The Company willperfect its development strategy as soon as possible and then create a brand with great valuethrough executing the strategy.In the coming future,based on the development of the main businessof real estate,the Company will develop more business lines properly.III.Risk of market competition,With free access,the real estate market is becoming increasingly fair to every participant in terms ofresource and opportunity.No one can survive by only relying on land,capital or scale.Quality,technological contents,industrialized degree and forward-looking have become important symbolsfor leading companies in this sector.Meanwhile,as consumers become more capable in real estatebuying and their preference becomes clearer with the expansion of direct financing channels,theonce greatly dispersed real estate sector will become increasingly concentrated and mainstreamdevelopers in major markets will start more specific competition led by brands.,As a new real estate developer,the Company is at the beginning in many aspects,with distinctadvantages and disadvantages.With increasingly fierce competition,it is essential for the Companyto promote talent development and improve brand management.,5,Tel.,Fax,2012 Annual Report of Guangdong Rieys Group Company Ltd.II.Company ProfileI.Basic information of the Company,Stock abbreviationStock exchange listed with,STLYBShenzhen Stock Exchange,Stock code,200168,Chinese name of the Company 广东雷伊（集团）股份有限公司,Abbr.of the Chinese name ofthe CompanyEnglish name of the Company(if any)Abbr.of the English name ofthe Company(if any)Legal representative of theCompanyRegistered addressPostal code for the registeredaddressOffice addressPostal code for the officeaddress,雷伊GUANGDONG RIEYS GROUP COMPANY LTDRieysChen HongchengMeixin Industrial Park of Jun Bu Town,Puning,Guangdong515300Room 4003-4008,40/F International Chamber of Commerce Tower,No.3 Fuhua Road,FutianDistrict,Shenzhen518001,InternetCompany,website,of,the,http:/,Email addressII.For Contact,Company Secretary,Securities Affairs Representative,NameContact addressE-mail,Xu WeiRoom 4003-4008,40/F InternationalChamber of Commerce Tower，No.3Fuhua Road,Futian District,Shenzhen0755-822500450755-,Luo DandanRoom 4003-4008,40/F InternationalChamber of Commerce Tower，No.3Fuhua Road,Futian District,Shenzhen0755-822500450755-,6,N/A,N/A,2012 Annual Report of Guangdong Rieys Group Company Ltd.III.About information disclosure and where this report is placed,Newspapers designated by the Company forinformation disclosureInternet website designated by CSRC fordisclosing this reportWhere this report is placed,Securities Times,Ta Kung Pao(HK)http:/Room 4003-4008,40/F International Chamber of Commerce Tower，No.3Fuhua Road,Futian District,Shenzhen,IV.Change of the registered information,Registration date,Registration place,Business license No.,Registration code oftaxation,Organizational code,Industrial andCommercial,Initial registration,17 Nov.1997,Administration,4400001000088,445281231131833,23113183-3,Bureau ofGuangdong ProvinceIndustrial and,At the end of thereporting period,9 May 2012,CommercialAdministrationBureau of,445200000034656,445281231131833,23113183-3,Guangdong ProvinceChange of the Companys main businesssince listing(if any)Changes of the controlling shareholder(ifany)V.Other informationThe CPAs firm hired by the Company:,NameOffice addressSigning accountants,Asia(Group)Accounting FirmRoom 301,No.2 of Tower B,Wudong Plaza,No.9 Chegongzhuang Street,West CityDistrict,BeijingWang Zilong,Chen Guozhong,Sponsor engaged by the Company to conduct consistent supervision during the reporting period Applicable InapplicableFinancial consultant engaged by the Company to conduct consistent supervision during the reporting period Applicable Inapplicable7,of,2012 Annual Report of Guangdong Rieys Group Company Ltd.III.Accounting&Business HighlightsI.Major accounting data and financial indicatorsDoes the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy orcorrection of any accounting error?Yes NoIncrease or decrease of,2012,2011,this year over last year,2010,(%),Operating revenues(RMB Yuan)Netprofitattributable,to,300,982,925.62,87,302,398.51,244.7591%,149,446,872.60,shareholders,the,Company,26,067,426.66,21,385,032.47,24.079%,-41,187,013.11,(RMB Yuan),Net,profit,attributable,to,shareholders of the Company afterextraordinary gains and losses,-5,555,456.60,-18,335,439.87,-72.24%,-42,204,052.02,(RMB Yuan),Net cash flows from operatingactivities(RMB Yuan)Basic EPS(RMB Yuan/share)Diluted EPS(RMB Yuan/share)ROE(%),54,080,052.090.080.087.74%,4,065,824.530.070.076.29%,1,230.1128%14.2857%14.2857%1.45%,93,954,939.87-0.13-0.13-12.53%,Increase or decrease of,As at 31 Dec.2012,As at 31 Dec.2011,this year-end than last,As at 31 Dec.2010,year-end(%),Total assets(RMB Yuan),526,645,545.47,537,999,020.83,-2.1103%,586,050,810.45,Net assets/owners equity,attributable to shareholders of the,355,613,504.08,329,546,077.42,7.9101%,308,161,004.95,Company(RMB Yuan)II.Differences between accounting data under domestic and overseas accounting standards1.Differences of net profit and net assets disclosed in financial reports prepared under international andChinese accounting standardsUnit:RMB Yuan,Net profit attributable to shareholders of theCompany,Net assets attributable to shareholders of theCompany,8,2012 Annual Report of Guangdong Rieys Group Company Ltd.,2012,2011,Closing amount,Opening amount,According to Chineseaccounting standards,26,067,426.669,21,385,032.47,355,613,504.08,329,546,077.42,Items and amounts adjusted according to international accounting standards2.Differences of net profit and net assets disclosed in financial reports prepared under overseas andChinese accounting standardsUnit:RMB Yuan,Net profit attributable to shareholders of theCompany,Net assets attributable to shareholders of theCompany,2012,2011,Closing amount,Opening amount,According to Chineseaccounting standards,26,067,426.66,21,385,032.47,355,613,504.08,329,546,077.42,Items and amounts adjusted according to overseas accounting standards3.Explain reasons for the differences between accounting data under domestic and overseas accountingstandardsN/AIII.Items and amounts of extraordinary gains and lossesUnit:RMB Yuan,ItemsGains/losses on the disposal of non-currentassets(including the offset part of the assetimpairment provisions),2012-1,627.80,2011-2,010,753.22,2010-2,710,697.90,NotesGain/loss on fixedasset disposal,Tax rebates,reductions or exemptions due to,approval beyond authority or the lack of,0.00,0.00,1,826.93,official approval documentsGovernment grants recognized in the currentyear,except for those acquired in the,ordinary course of business or granted at,0.00,0.00,538,714.00,certain quotas or amounts according to thecountrys unified standardsCapital occupation charges on non-financial,enterprises that recorded into current gains,0.00,0.00,1,994.38,and losses,Gains due to that the investment costs for,0.00,0.00,0.00,9,2012 Annual Report of Guangdong Rieys Group Company Ltd.the Company to obtain subsidiaries,associates and joint ventures are lower thanthe enjoyable fair value of the identifiablenet assets of the investees when making theinvestments,Gain/loss on non-monetary asset swapGain/loss on entrusting others withinvestments or asset managementAsset impairment provisions due to acts ofGod such as natural disasters,0.000.000.00,0.000.000.00,0.000.000.00,Gain/loss due to,Gain/loss on debt restructuring,34,198,389.90,50,863,941.77,0.00,repaying overdueloans from Liushaxi,Credit Union,Expenses for business reorganization,suchas expenses for staffing,reorganization etc.Gain/loss on the part over the fair value dueto transactions with distinctly unfair prices,0.000.00,0.000.00,0.000.00,Current gains and losses of subsidies,acquired from business combination underthe same control as from period-begin to,0.00,0.00,0.00,combination date,Gain/loss on contingent events irrelevant tothe Companys normal business,0.00,0.00,0.00,Gains and losses on change in fair valuefrom tradable financial assets and tradablefinancial liabilities,as well as investment,income from disposal of tradable financialassets and tradable financial liabilities and,5,093.38,120,369.70,0.00 Stock investments,financial assets available for sales except foreffective hedging related with normalbusinesses of the Company,Reversal of provision for impairment thatmade impairment test independentlyGain/loss on loans obtained by entrustingothers,0.000.00,3,498,769.670.00,8,451,443.140.00,Gain/loss on change of the fair value of,investing real estate of which the subsequentmeasurement is carried out adopting the fair,0.00,0.00,0.00,value method10,-,2012 Annual Report of Guangdong Rieys Group Company Ltd.Effect on current gains/losses when aone-off adjustment is made to current,gains/losses according to requirements of,0.00,0.00,0.00,taxation,accounting and other relevant lawsand regulations,Custody fee income when entrusted withoperation,0.00,0.00,0.00,Other non-operation income and expensesother than the aboveOther gain/loss items that meet thedefinition of extraordinary gain/lossIncome tax effectsMinority interests effects(after tax)Total,-1,249,537.380.001,429,558.32-100,123.4831,622,883.26,-609,418.920.0012,142,358.8277.8439,720,472.34,-1,906,952.420.002,840,792.20518,497.021,017,038.91,Fines,delay charges,donations,etc.,Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the ExplanatoryAnnouncement No.1 on Information Disclosure for Companies Offering Their Securities to the PublicExtraordinary Gains andLosses,or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item Applicable Inapplicable11,Industry,2012 Annual Report of Guangdong Rieys Group Company Ltd.IV.Report of the Board of DirectorsI.OverviewFor the reporting period,the Company achieved operating revenues of RMB 300.98 million,up 244.76%when compared with RMB87.30 million of last year;operating profit of RMB 5.48 million,down 123.12%when compared with RMB-23.70 million of lastyear;and net profit attributable to shareholders of the Company(without subsidiaries)of RMB 26.53 million,up 24.02%from RMB21.39 million of last year.The operating revenues,operating profit and net profit attributable to shareholders of the Company(without subsidiaries)for the reporting period were higher than last year mainly because(1)the real estate project developed by theCompany was completed and the sold part carried forward into income,generating earnings for the real estate business;(2)theCompany successfully transformed from a combination of garments and real estate to the sole business of real estate;and(3)theCompany proactively dealt with overdue bank loans by carrying out debt restructuring with the Shenzhen branch of ChinaConstruction Bank in 2011 and doing that again with the Liusha branch of Puning Credit Cooperative this year,which resulted in atotal interest reduction and exemption about RMB 34 million.To sum up,in 2012,according to the set objectives,the Company did a lot to develop and sell the real estate project,transform