建摩B:2016年第一季度报告正文(英文版)

来源:深交所 2016-04-30 00:00:00
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Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

Stock code: 200054 Stock Abbreviation: Jianmo B Announcement No.: 2016-045

Chongqing Jianshe Motorcycle Co., Ltd.

The First Quarterly Report 2016

1

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

1 Important notes

The Board of Directors,the Supervisory Committee, the directors, the supervisors, and executives of the

Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the

Quarterly Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and

completeness of the Quarterly Report.

All of the directors presented the board meeting at which this Quarterly Report was examined.

Mr. Li Huaguang, The Company Leader, Mr.Xue Gangyi , Chief financial officer and the Ms.Niu Yanli, the person

in charge of the accounting department (the person in charge of the accounting )hereby confirm the authenticity

and completeness of the financial report enclosed in the report.

2

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

II. Main financial data and changes of shareholders

I.Main financial data and financial index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed

and accounting error correction or not.

□ Yes √ No

Changes of this period over

This period Same period of last year

same period of last year(%)

Operating income(RMB) 208,588,488.00 355,351,388.28 -41.30%

Net profit attributable to the shareholders

4,399,465.71 -16,904,008.56 -126.03%

of the listed company(RMB)

Net profit after deducting of non-recurring

gain/loss attributable to the shareholders of 4,348,808.64 -17,459,103.30 -124.91%

listed company(RMB)

Cash flow generated by business operation,

24,195,604.08 5,981,111.44 304.53%

net(RMB)

Basic earning per share(RMB/Share) 0.0369 -0.1416 -126.03%

Diluted gains per

0.0369 -0.1416 -126.03%

share(RMB/Share)(RMB/Share)

Weighted average return on equity

1.70% -190.59% 192.29%

(%)

Changes of this period-end

End of this period End of last period over same period-end of last

year(%)

Gross assets(RMB) 1,364,672,524.54 1,311,765,831.44 4.03%

Net assets attributable to the shareholders

260,515,551.23 256,116,085.51 1.72%

of the listed company(RMB)

Items and amount of non-current gains and losses

√ Applicable □ Not applicable

In RMB

Amount (Year-beginning to

Items Notes

the end of the report period.)

Govemment subsidy recognized in currentgain and loss(excluding

those closely related to the Company’s business and granted 71,000.00

under the state’s policies)

3

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

Other non-business income and expenditures other than the above -20,342.93

Total 50,657.07 --

For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on

information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and

its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure

for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as

recurring gains and losses, it is necessary to explain the reason.

□ Applicable√ Not applicable

None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information

disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.

4

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

II. Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting

Period

1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered

and the Shares Held by Top Ten Common Shareholders

In shares

Total preference shareholders with the

Total number of common

8,475 voting power recovered at the end of 0

shareholders at the period-end

the reporting period(if any)

Shares held by the top 10 shareholders

Amount of Pledging or freezing

Properties of Share tradable shares

Shareholder name Quantity Status of the

shareholder proportion % with Conditional Quantity

shares

held

China Military Equipment State-owned legal

71.13% 84,906,250 84,906,250

Group Co., Ltd. person

Domestic natural

Gu Zuocheng 1.86% 2,218,750 2,218,750

person

Domestic

Anhui Hengsheng Economic

non-state-owned legal 1.47% 1,750,000 1,750,000

Development Group Co., Ltd.

person

Domestic natural

Feng Yonghui 0.42% 500,000 500,000

person

Domestic natural

Liu Dan 1.05% 1,249,401 0

person

Domestic natural

Chen Xinqiang 0.52% 625,000 0

person

Domestic natural

Xu Yuanhui 0.50% 600,989 0

person

Domestic natural

Xie Qingjun 0.44% 527,850 0

person

Domestic natural

Zhang Meilan 0.43% 513,560 0

person

CREDIT SUISSE (HONG

Overseas legal person 0.39% 467,960 0

KONG) LIMITED

Shares held by the Top 10 Shareholders of Non-restricted shares

Number of the Share type

Shareholders’ Names

non-restricted shares held Share type Quantity

Liu Dan 1,249,401 Foreign shares placed in domestic exchange 1,249,401

Chen Xinqiang 625,000 Foreign shares placed in domestic exchange 625,000

Xu Yuanhui 600,989 Foreign shares placed in domestic exchange 600,989

Xie Qingjun 527,850 Foreign shares placed in domestic exchange 527,850

Zhang Meilan 513,560 Foreign shares placed in domestic exchange 513,560

5

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

CREDIT SUISSE

(HONG KONG) 467,960 Foreign shares placed in domestic exchange 467,960

LIMITED

Feng Yongxia 398,575 Foreign shares placed in domestic exchange 398,575

Yu Lingfeng 350,525 Foreign shares placed in domestic exchange 350,525

Wang Xianfeng 343,420 Foreign shares placed in domestic exchange 343,420

Zhang Huaian 330,000 Foreign shares placed in domestic exchange 330,000

Explanation on There isn‘t any associated relationship between the sponsoring shareholder and the other shareholders

associated relationship among the top-10 list. None of them are regarded as Acting in concert‘ in accordance with The rules of

among the aforesaid information disclosure on change of shareholding.‘ Foreign shareholders are unknown for their condition

shareholders of Associated relationship‘ and Acting in concert‘.

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a

buy-back agreement dealing in reporting period.

□ Yes √ No

The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company

have no buy –back agreement dealing in reporting period.

2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the

report period

□ Applicable √Not applicable

6

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

III. Significant Events

I. Particular about large-margin change of main accounting statement item and financial index and its

reason.

√ Applicable □ Not applicable

The reporting period, compared with the beginning of prepayments increase of 8.93 million yuan, an increase of

96%, mainly due to the air-conditioning company purchased the imported parts and equipment led to increased

prepayments; main income statement indicators fell major asset reorganization, the current consolidation scope

changes (last year including motorcycles business).

II. The progress of significant events and influence, as well as the analysis and explanation on

resolving proposal.

√ Applicable □ Not applicable

For the progress situation and explanation of financial institute’s debt transfer

involved with the significant asset reorganization implemented by the Company in 2015,

please refer to the ponit 9 of this report

III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer,

directors, supervisors, senior executives or other related parties in the reporting period and commitments

unfinished in implementation at the end of the reporting period

√ Applicable □ Not applicable

Time of

Commitment Period of

Commitment Type Contents making Fulfillment

maker commitment

commitment

The reason

why listed

companies

offer external

After the

guarantee is

guarantee

Commitments that the

period

on horizontal conditioning

stipulated in

Jianshe competition, company,as

Commitment made upon the assets October 20, the contract

Mechanical related the subsidiary

replacement 2015 expires, the

and electrical transaction corporation of

above

and capital Jianshe stock ,

financing

occupation provided

assurance will

credit

be lifted

guarantee 186

million yuan

for its parent

company’

7

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

bank loan.

And as the

relevant

liabilities of

Jianshe

stock’s

motorbike

business has

been

transferred

into Jianshe

Mechanical

and

Electrical ,

corresponding

secured party

should be

Jianshe

Mechanical

and

Electrical .Mo

reover,Jianshe

Stock

provided

credit

guarantee 30

million yuan

for the

wholly-owned

subsidiary, the

sales

company, after

this

transaction,

Jianshe

Mechanical

and

Electrical ,

whose’ sales

company is

subsidiary

corporation of

Construction

and

8

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

Mechanical

and

Electrical ,

will be

wholly-owned

subsidiaries

under Military

Equipment

Group

control.Above

-mentioned

the guarantees

formed the

external

guarantees of

the

conditioning

company,

which has

gained the

permission

from the

company’s

general

meeting of

stockholders.

Jianshe stock

and the

conditioning

company has

made promise

respectively

on October

20, 2015,after

guarantee

expires in the

guarantee

period, above

financing

guarantee will

be lifted . For

the Jianshe

stock’s

guarantee for

9

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

the sales

company,

Mechanical

and Electrical

has promised

that it will

ensure the

debtor to

repay its

creditors to

protect listed

company’s

legal interests,

and if there

are any loss

for the listed

company,Jians

hed

Mechanical

and Electrical

will give first

dollar

coverage for

Jianshe stock.

And Jianshe

Mechanical

and Electrical

has presented

Commitment

to provide

counter

guarantee

after the

reorganization

about above

related-party

guarantee.1,

after the sales

of substantial

assets and the

relevant

matters of

related-party

guarantee

10

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

provided by

Jianshe stock,

which has

been approved

by general

meeting of

stockholders

of Jianshe

stock the

company will

provide the

equal counter

guarantee for

Jianshe stock

2.If the

company

violates the

above pledge

and caused

any damages

or negative

effects for

Jianshe

stock,the

Company will

assume full

financial

responsibility

and liability.

If the commitments failed to complete

the execution when expired, should

specifically explain the reasons of Yes

unfulfillment and the net stage of the

working plan

IV. Anticipation of Business Performance from January to June, 2016

Alert of loss or significant change in net profit from the beginning of year to the end of next report period or

comparing with the same period of last year, and statement of causations.

□ Applicable √Not applicable

11

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

V Securities investments

□ Applicable √ Not applicable

No such cases in the Reporting Period

VI. Investment in derivatives

□ Applicable √Not applicable

No such cases in the Reporting Period

VII. Reception of investigations, communications, or interviews

√ Applicable □ Not applicable

Way of Types of

Reception time Basic index

reception visitors

Q: When will the Company issue the earnings pre-announcement?

January 12,2016 By phone A: The earnings pre-announcement of 2015 will be completed by the end of this

month.

Q:Has the implementation of the Company’s significant asset reorganization

completed?

A:Up to now, the Company has completed the changes procedure in registration

January 29,2016 By phone Individual

of Jianshe Mechanical and Electrical and has received the deal payment from

Military Equipment Group. The asset transfer and the transfer of creditor’s

rights and liability related with this reorganization are being orderly promoted.

Q: What’s the progress of CRSC’s application for exempting the tender offer

obligation of Jianshe Mechanical and Electrical?

A: On January 26, 2016, Jianshe Mechanical and Electric received “Reply on

February 1,2016 By phone Individual Approving Exempting Chongqing Jianshe Jianshe Mechanical and Electrical

Co., Ltd.’s tender offer obligation of Chongqing Jianshe Motorcycle Co.,

Ltd.”from CSRC, see details at the announcement published by the Company on

January 29, 2016.

Q: At this sales of significant asset, all motorcycle capital was offered for sales,

but why Shangjian Jianshe was kept?

A:At present, Shanghai Jianshe has engaged in the production and sales of

February 16,2016 By phone Individual

moped, moreover, the Company has a plan of disposing the holding share rights

of Shanghai Jianshe, thus which has not been included in the reorganization

scope.

VIII. External guarantee get out of line

□ Applicable √Not applicable

The Company has no external guarantee get out of the line in the Period

12

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

IX. Controlling shareholder and its related parties occupying non-business capital of the listed company

√ Applicable □ Not applicable

In RMB’0000

The total

The newly amount of

Shareholder Amount at Amount at Expected Expected Expected

Time increased reimbursem

sorassociate Reasons the the end of repayment amountof payback

occupied occupancy ent in the

sname beginning period method payment time(month)

amount reimbursem

ent

Business

Repaid on

Import and December and Cash

62.17 0 62.17 3,461.67 March 31,

Export Co. 31,2015 financial Settlement

2016

dealings

Jianshe

Repaid on

mechanical December Financial Cash

3,461.67 0 3,461.67 April 26,

and 31,2015 dealings Settlement

2016

electrical

Financial

debt

restructurin

g process is

Jianshe

not yet

mechanical December December

completed 21,399.2 0 0 21,399.2 Other 3,461.67

and 31,2015 31,2016

the

electricalD

procedures

for

transferring

formed

Total 24,923.04 0 62.17 24,860.87 -- 3,461.67 --

The end of the latest issue of the total

value of accounts audited net assets 97.07%

ratio

Relevant decision-making procedures 截止 2016 年 4 月 26 日已全部偿还完。

公司重大资产重组工作经 2015 年 11 月 17 日公司 2015 年第一次临时股东大会审议通

Add the current major shareholder and

过后实施。本次资产重组将公司摩托车业务涉及的主要资产和债务剥离至建设机电并

its affiliated non-operating capital

将其转让给兵装集团,其中应转移的金融机构债务总计为 80,750 万元。因本次资产重

occupation reasons, the case be held

组工作涉及的资产及债务转移工作体量较大,时间较紧。且部分金融机构的审批流程

responsible and the Board has

长,截至 2016 年 4 月 30 日,已完成金融机构债务转移共计 59,350 万元。尚有 21,400

developed a description of measures

万元的金融机构债务转移正在办理过程中。一、对未转移金融机构债务的风险说明经

taken.

立信会计师事务所审计,截至 2016 年 4 月 30 日,公司未转移的金融机构债务共计

13

Chongqing Jianshe Motorcycle Co., Ltd. The First Quarterly Report 2016

21,400 万元,暂作了其他应收款的账务处理。根据公司与建设机电签署的《资产负债

注入安排协议》(详见 2015 年 11 月 11 日披露于巨潮咨询的关于公司重大资产重组的

相关公告)约定:双方最晚不得迟于 2016 年 12 月 31 日完成资产及债务的转移手续,

且因上述债务均为未到期债务,公司无需偿付且金融机构也未追缴,并未形成资金流,

也不存在公司代建设机电偿还债务的情形,此账务的处理不构成建设机电对公司的实

质性的非经营性资金占用。为此,公司董事会认为,尚未完成转移的金融机构债务仅

是公司的暂时的账务处理,不会对公司形成债务风险。二、金融机构债务转移的后续

措施自重组实施以来,公司与建设机电一直遵循《资产负债注入安排协议》的约定有

序推进相关的资产过户及债务转移工作。将于 2016 年 12 月 31 日到期前完成相关资

产债务的转移工作。在此期间,若遇债权人要求公司清偿的,应由建设机电直接向债

权人清偿或者由建设机电通过公司向债权人清偿。若必须由公司履行的,建设机电应

承担公司因履行债务遭受的全部损失。到期后仍未完成上述债务转移,建设机电将对

未转移且已到期的债务额度向公司支付该笔款项。

Failed to explain measures planned

liquidation of non-operating capital

occupation reasons, conditions and Not applicable

accountability of the Board of

Directors proposed action

Disclosure date for specific approval

April 30,2016

opinion on fund occupation from CPA

Refer to www.cninfo.com.cn on April 30, 2016, Announcement No. 2016-041 ,Chongqing

Disclosure index for specific approval

Jianshe Motorcycle Co., Ltd. the Statement of Special Auditing on Capital Appropriation by

opinion on fund occupation from CPA

Holding Shareholder or Related Parties

Chongqing Jianshe Motorcycle Co., Ltd.

Chairman of the board:Li Huaguang

April 27,2016

14

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