公司代码：600368 公司简称：五洲交通 2017 年第一季度报告 广西五洲交通股份有限公司 2017 年第一季度报告 1 / 21 | 一、 | 重要提示 | 3 | | --- | --- | --- | | 二、 | 公司基本情况 | 3 | | 三、 | 重要事项 | 6 | | 四、 | 附录 | 11 | 2017 年第一季度报告 一、 重要提示 1.1 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整， 不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 1.2 公司全体董事出席董事会审议季度报告。 1.3 公司负责人梁君、主管会计工作负责人韩钢及会计机构负责人（会计主管人员）宋书勇保证 季度报告中财务报表的真实、准确、完整。 1.4 本公司第一季度报告未经审计。 二、 公司基本情况 2.1 主要财务数据 单位：元 币种：人民币 | | 本报告期末 | 上年度末 | 本报告期末比上年度末增 | | | --- | --- | --- | --- | --- | | | | | 减(%) | | | 总资产 | 11,472,630,937.73 ...

Financial Performance - The company's consolidated net profit for 2016 was CNY 190,625,101.07, with a net profit attributable to shareholders of CNY 222,157,803.19, resulting in earnings per share of CNY 0.27[3]. - The company's operating revenue for 2016 was CNY 1,289,784,607, a decrease of 38.1% compared to CNY 2,085,692,373.89 in 2015[21]. - Net profit attributable to shareholders increased by 332.2% to CNY 222,157,803.19 from a loss of CNY 95,648,328.30 in 2015[24]. - Basic earnings per share rose to CNY 0.27, a 345.45% increase from a loss of CNY 0.11 in 2015[23]. - The weighted average return on equity improved to 7.47%, up from -3.29% in 2015[23]. - The net cash flow from operating activities was CNY 1,072,755,257.21, an increase of 10.95% compared to CNY 966,853,604.55 in 2015[21]. - Total assets at the end of 2016 were CNY 11,418,642,093, a decrease of 7.43% from CNY 12,335,034,038.62 in 2015[22]. - The company reported a net asset value attributable to shareholders of CNY 2,993,463,231, an increase of 4.60% from CNY 2,861,881,722.62 in 2015[21]. - The company achieved operating revenue of 1.29 billion yuan in 2016, completing 80.63% of the annual target of 1.6 billion yuan[45]. - Total profit reached 232 million yuan, exceeding the annual target of 225 million yuan by 3.11%[45]. Dividend and Shareholder Information - The proposed cash dividend distribution is CNY 0.80 per 10 shares, totaling CNY 66,704,122.56, with a remaining undistributed profit of CNY 1,434,071,338.05 to be carried forward[4]. - The company has maintained a consistent cash dividend policy, with no changes reported for the past three years[130]. - The company plans to increase its shareholding by acquiring between 0.5% and 2% of the total share capital from May 27, 2016, to May 26, 2017, with a commitment not to sell shares for six months after the acquisition[134]. - The largest shareholder, Guangxi Transportation Investment Group Co., Ltd., holds 299,770,743 shares, accounting for 35.95% of the total share capital, having increased its holdings by 8,337,943 shares[191]. - The number of ordinary shareholders increased to 54,384 by the end of the reporting period, up from 53,014 at the end of the previous month[189]. Operational Challenges and Strategies - The company faced challenges in the real estate sector due to economic downturns and policy impacts, leading to poor sales performance in projects like the Baisai Wuzhou Peninsula Sunshine Project[36]. - The company reported a decrease in traffic and toll revenue due to multiple factors, including economic slowdown and competition from high-speed rail[34]. - The company is focusing on optimizing its debt structure by replacing high-interest debt with low-cost financing[46]. - The company is actively developing a modern comprehensive logistics system and has initiated several projects to enhance market presence[47]. - The company aims to leverage its regional advantages and develop a smart logistics industry to support its operational platform[40]. - The company plans to enhance its asset utilization by exploring partnerships with well-known real estate companies and focusing on light asset operations[40]. Investments and Acquisitions - The company acquired 60% of the equity in Xinheji Company, enhancing its logistics business and establishing a comprehensive trading market project[41]. - The company completed the acquisition of 30% equity in Nanning Jinqiao Agricultural Products Co., Ltd. for 160.13 million yuan, enhancing its market presence in agricultural products[96]. - The company has made three equity investments, including a 60% stake in Guangxi Pingxiang Xin Hengji Investment Co., Ltd.[86]. - The company invested 160.13 million yuan to acquire 30% equity of Nanning Jinqiao Agricultural Products Co., Ltd., finalizing the transaction on December 27, 2016[88]. Risk Management and Compliance - The company has confirmed the absence of any non-operating fund occupation by controlling shareholders and their related parties[6]. - The company has not violated any decision-making procedures regarding external guarantees[6]. - The company has confirmed that there are no significant risk warnings applicable for the reporting period[6]. - The company acknowledges potential risks, including strategic development risks due to economic conditions and policy changes, which may impact its operational goals[119]. - The company faces financial risks due to high debt levels resulting from diversified operations and increased funding needs[122]. Future Outlook - The company plans to focus on expanding its core business in toll roads while enhancing logistics and real estate operations[125]. - The company targets a revenue of 1.9 billion yuan and a total profit of 270 million yuan for 2017, with a return on net assets of 7.18% and total assets of 12.4 billion yuan[118]. - The company plans to enhance its human resource management system by focusing on attracting and training high-level professionals in capital, finance, logistics, and e-commerce[116]. - The company will explore entering the cold chain logistics sector by leveraging existing logistics facilities and forming partnerships with strong players in the industry[114]. Legal and Regulatory Matters - The company has not reported any significant deviations from its profit forecasts for the current reporting period[136]. - The company disclosed multiple ongoing litigation cases, including disputes related to contracts and loans, with a focus on the financial implications of these legal matters[148]. - The company is actively managing its legal challenges, with regular updates provided on the progress of litigation cases[148]. - There are no significant litigation or arbitration matters reported for the year[147]. Corporate Social Responsibility - The company actively engaged in poverty alleviation efforts, establishing a border trade poverty alleviation base in Pingxiang[176]. - The company donated a total of 25,274 RMB for educational support and assistance to impoverished children in the mountainous areas during the reporting period[182]. - The company has established a border trade poverty alleviation base to enhance cooperation with local cooperatives, aiming to improve employment skills and income for impoverished residents[181].

[Important Notice](index=3&type=section&id=I.%20Important%20Notice) The board, supervisory board, and senior management affirm the report's truthfulness, accuracy, and completeness, noting it is unaudited and two directors delegated attendance - The board of directors, supervisory board, and senior management guarantee the **truthfulness, accuracy, and completeness** of the quarterly report content, free from false records, misleading statements, or major omissions, and assume individual and joint legal responsibility[5](index=5&type=chunk) - This third-quarter report is **unaudited**[5](index=5&type=chunk) - Two directors (Zheng Haijun, Zhou Yizhu) were absent from the board meeting due to other duties and delegated their attendance to Yang Xudong and Han Gang, respectively[5](index=5&type=chunk) [Company's Key Financial Data and Shareholder Changes](index=3&type=section&id=II.%20Company's%20Key%20Financial%20Data%20and%20Shareholder%20Changes) This chapter outlines the company's key financial data, including balance sheet, profit, and cash flow indicators, details non-recurring gains and losses, and discloses shareholder information [Key Financial Data](index=3&type=section&id=2.1%20Key%20Financial%20Data) As of September 2016, total assets decreased by 8.36% YoY, while net assets attributable to shareholders increased by 6.88% YoY, with YTD operating revenue down 48.73% and net profit up 125.52% Overview of Key Financial Data as of September 2016 | Indicator | As of Current Period End (CNY) | As of Prior Year End (CNY) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 11,303,414,202.00 | 12,335,034,038.62 | -8.36 | | Net Assets Attributable to Parent Company Shareholders | 3,058,747,608.81 | 2,861,881,722.62 | 6.88 | Key Financial Performance for January-September 2016 | Indicator | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 807,259,994.67 | 1,011,914,546.41 | -20.22 | | Operating Revenue | 872,289,184.17 | 1,701,519,198.47 | -48.73 | | Net Profit Attributable to Parent Company Shareholders | 196,865,886.19 | 87,294,755.82 | 125.52 | | Net Profit Attributable to Parent Company Shareholders (Excluding Non-recurring Gains/Losses) | 190,838,947.06 | 75,571,291.42 | 152.53 | | Weighted Average Return on Net Assets (%) | 6.65 | 2.91 | Increase of 3.74 percentage points | | Basic Earnings Per Share (CNY/share) | 0.24 | 0.10 | 140.00 | | Diluted Earnings Per Share (CNY/share) | 0.24 | 0.10 | 140.00 | Non-recurring Gains and Losses for January-September 2016 | Item | YTD Amount (Jan-Sep) (CNY) | Explanation | | :--- | :--- | :--- | | Gains/Losses on Disposal of Non-current Assets | 2,931,883.93 | Primarily gains/losses from the transfer of equity in Guangxi Wuzhou Runtong Investment Co., Ltd. during this period | | Government Grants Recognized in Current P&L | 1,310,676.82 | Primarily government grants received by subsidiary Guangxi Wantong International Logistics Company | | Gains/Losses from Entrusted Investments or Asset Management | 1,501,133.76 | Primarily income from entrusted loans by subsidiary Guangxi Tanbai Expressway Co., Ltd. during this period | | Other Non-operating Income and Expenses | 1,162,807.11 | | | Income Tax Impact | -301,487.52 | | | Impact on Minority Interests (After Tax) | -578,074.97 | | | Total | 6,026,939.13 | | [Shareholding Information](index=6&type=section&id=2.2%20Shareholding%20Information%20as%20of%20Report%20Period%20End) As of September 30, 2016, the company had 55,638 shareholders, with the top two holding 35.26% and 13.85% respectively, and the top and third shareholders controlled by the same ultimate controller - As of the report period end, the company had a total of **55,638 shareholder accounts**[12](index=12&type=chunk) Top Ten Shareholder Holdings | Shareholder Name | Shares Held at Period End | Percentage (%) | Shareholder Type | | :--- | :--- | :--- | :--- | | Guangxi Communications Investment Group Co., Ltd. | 294,862,700 | 35.26 | State-owned Legal Entity | | China Merchants Expressway Network Technology Holdings Co., Ltd. | 115,531,200 | 13.85 | State-owned Legal Entity | | Guangxi Guohong Economic Development Group Co., Ltd. | 14,840,000 | 1.78 | State-owned Legal Entity | | Zhu Wuguang | 3,007,300 | 0.36 | Unknown | | Su Jie | 2,866,600 | 0.34 | Unknown | | Song Shiwei | 2,600,000 | 0.31 | Unknown | | Li Qiang | 2,504,300 | 0.30 | Unknown | | Vanguard Investments Australia Ltd - Vanguard Emerging Markets Stock Index Fund (Exchange Traded) | 2,330,405 | 0.27 | Unknown | | Chen Yan | 2,115,100 | 0.25 | Unknown | | Luo Chuzhu | 2,059,200 | 0.24 | Unknown | - Among the top ten shareholders, the first, Guangxi Communications Investment Group Co., Ltd., and the third, Guangxi Guohong Economic Development Group Co., Ltd., are controlled by the same ultimate controller, the Guangxi SASAC[13](index=13&type=chunk) - The company's second largest shareholder, 'China Merchants Huajian Highway Investment Co., Ltd.', has been renamed 'China Merchants Expressway Network Technology Holdings Co., Ltd.'; this change does not involve alterations in shareholding percentage and will not have a material impact on the company's operations[13](index=13&type=chunk) [Preferred Shareholder Information](index=7&type=section&id=2.3%20Preferred%20Shareholder%20Information%20as%20of%20Report%20End) The company had no preferred shareholders at the end of the reporting period - The company is not applicable for preferred shareholder disclosure, indicating **no preferred shares** at the report period end[14](index=14&type=chunk) [Significant Events](index=8&type=section&id=III.%20Significant%20Events) This chapter details significant changes in key financial statement items, progress on external guarantees, investments, financing, asset restructuring, subsidiary cancellations, and a forecast of cumulative net profit [Significant Changes in Key Financial Indicators and Their Causes](index=8&type=section&id=3.1%20Significant%20Changes%20in%20Key%20Financial%20Indicators%20and%20Their%20Causes) Multiple key indicators in the consolidated balance sheet, income statement, and cash flow statement showed significant changes exceeding 30%, primarily due to debt repayment, reduced trade business, subsidiary acquisition, and changes in consolidation scope [Changes in Consolidated Balance Sheet Items](index=8&type=section&id=3.1.1%20Changes%20in%20Consolidated%20Balance%20Sheet%20Items) As of September 30, 2016, several consolidated balance sheet items changed significantly from year-end 2015, primarily due to bond repayment, subsidiary acquisition, and changes in various asset and liability accounts Changes in Key Consolidated Balance Sheet Items (September 30, 2016 vs December 31, 2015) | Item | September 30, 2016 (CNY) | December 31, 2015 (CNY) | Change (%) | Key Change Analysis | | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 318,408,790.51 | 669,646,851.71 | -52.45 | Primarily due to the repayment of **3 billion CNY** in bonds during this period | | Notes Receivable | - | 1,060,336.00 | -100.00 | Primarily due to the exchange of notes by second-tier subsidiary Guangxi Xingtong Investment Co., Ltd. during this period | | Prepayments | 78,687,023.79 | 29,766,867.89 | 164.34 | Primarily due to prepayments for trade goods by subsidiary Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period | | Interest Receivable | - | 18,549,913.69 | -100.00 | Primarily due to the parent company's recovery of loan interest from Guangxi Tanghan Zinc-Indium Co., Ltd. and its subsidiaries, and Nandan Nanxing Antimony Industry Co., Ltd. during this period | | Construction in Progress | 98,841,818.40 | 68,078,353.30 | 45.19 | Primarily due to the acquisition of a **60% equity stake** in Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period, increasing the scope of consolidation | | Intangible Assets | 121,638,667.00 | 53,230,822.20 | 128.51 | Primarily due to the acquisition of a **60% equity stake** in Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period, increasing the scope of consolidation | | Goodwill | 8,833,253.71 | 1,124,077.08 | 685.82 | Primarily due to goodwill arising from the acquisition of a **60% equity stake** in Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period | | Interest Payable | 21,644,235.74 | 141,694,615.83 | -84.72 | Primarily due to the parent company's payment of bond interest during this period | | Non-current Liabilities Due Within One Year | 362,323,384.09 | 3,270,922,276.57 | -88.92 | Primarily due to the repayment of **3 billion CNY** in bonds during this period | | Long-term Borrowings | 4,389,800,000.00 | 2,798,950,000.00 | 56.84 | Primarily due to the parent company's new long-term borrowings of **1.65 billion CNY** during this period | | Deferred Income Tax Liabilities | 13,217,691.81 | - | 100.00 | Primarily due to asset appraisal appreciation from the acquisition of a **60% equity stake** in Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period | [Changes in Consolidated Income Statement Items](index=10&type=section&id=3.1.2%20Changes%20in%20Consolidated%20Income%20Statement%20Items) From January to September 2016, several consolidated income statement items changed significantly YoY, primarily due to reduced trade business, VAT reform, and the disposal of three loss-making subsidiaries in December 2015 Changes in Key Consolidated Income Statement Items (Jan-Sep 2016 vs Jan-Sep 2015) | Item | Jan-Sep 2016 (CNY) | Jan-Sep 2015 (CNY) | Change (%) | Key Change Analysis | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 872,289,184.17 | 1,701,519,198.47 | -48.73 | Primarily due to subsidiary Guangxi Cenluo Expressway Co., Ltd. not conducting trade business this period, resulting in a **593 million CNY** decrease in trade revenue YoY | | Operating Cost | 227,975,399.02 | 968,314,259.29 | -76.46 | Primarily due to subsidiary Guangxi Cenluo Expressway Co., Ltd. not conducting trade business this year, leading to a corresponding decrease in trade costs YoY | | Business Taxes and Surcharges | 21,695,121.60 | 39,769,035.34 | -45.45 | Primarily due to the reduction in business taxes after the 'Business Tax to VAT' reform in May 2016 | | Administrative Expenses | 45,563,729.90 | 123,981,310.72 | -63.25 | Primarily due to the disposal of **67% equity** in Guangxi Tanghan Zinc-Indium Co., Ltd., **100% equity** in Nandan Nanxing Antimony Industry Co., Ltd., and **51% equity** in Guangxi Wuzhou Guotong Investment Co., Ltd. in December 2015, removing them from the scope of consolidation | | Financial Expenses | 237,784,034.41 | 381,770,099.06 | -37.72 | Primarily due to reduced interest expenses from the repayment of **3 billion CNY** in bonds and the exclusion of Guangxi Tanghan Zinc-Indium Co., Ltd., Nandan Nanxing Antimony Industry Co., Ltd., and Guangxi Wuzhou Guotong Investment Co., Ltd. from the scope of consolidation | | Non-operating Income | 3,188,811.73 | 22,695,029.30 | -85.95 | Primarily due to the exclusion of Guangxi Tanghan Zinc-Indium Co., Ltd., Nandan Nanxing Antimony Industry Co., Ltd., and Guangxi Wuzhou Guotong Investment Co., Ltd. from the scope of consolidation during this period | | Non-operating Expenses | 715,327.80 | 11,239,457.50 | -93.64 | Primarily due to the exclusion of Guangxi Tanghan Zinc-Indium Co., Ltd., Nandan Nanxing Antimony Industry Co., Ltd., and Guangxi Wuzhou Guotong Investment Co., Ltd. from the scope of consolidation during this period | [Changes in Consolidated Cash Flow Statement Items](index=11&type=section&id=3.1.3%20Changes%20in%20Consolidated%20Cash%20Flow%20Statement%20Items) From January to September 2016, several consolidated cash flow items changed significantly YoY, primarily due to reduced trade business, increased customer loans, changes in investment recovery and subsidiary disposal, and increased borrowings offset by bond repayment Changes in Key Consolidated Cash Flow Statement Items (Jan-Sep 2016 vs Jan-Sep 2015) | Item | Jan-Sep 2016 (CNY) | Jan-Sep 2015 (CNY) | Change (%) | Key Change Analysis | | :--- | :--- | :--- | :--- | :--- | | Cash Received from Sales of Goods and Services | 965,919,002.10 | 1,694,406,921.72 | -42.99 | Primarily due to subsidiary Guangxi Cenluo Expressway Co., Ltd. not conducting trade business this year, resulting in reduced trade payments received YoY | | Cash Received from Interest, Fees, and Commissions | 3,319,463.00 | 12,963,420.00 | -74.39 | Primarily due to reduced loan interest income received by subsidiary Nanning Lihe Microfinance Co., Ltd. during this period | | Cash Paid for Goods and Services | 174,752,114.11 | 769,069,657.80 | -77.28 | Primarily due to subsidiary Guangxi Cenluo Expressway Co., Ltd. not conducting trade business this year, resulting in reduced trade payments made YoY | | Net Increase in Customer Loans and Advances | 24,250,000.00 | -48,450,000.00 | -150.05 | Primarily due to subsidiary Nanning Lihe Microfinance Co., Ltd. increasing its loan disbursement volume compared to the same period last year | | Cash Received from Disposal of Investments | 80,000,000.00 | 200,270,475.00 | -60.05 | Primarily due to subsidiary Guangxi Tanbai Expressway Co., Ltd. recovering entrusted loan principal | | Net Cash Received from Disposal of Subsidiaries and Other Business Units | 363,202,209.60 | - | 100.00 | Primarily due to receiving remaining equity transfer payments from Guangxi Tanghan Zinc-Indium Co., Ltd. and Nandan Nanxing Antimony Industry Co., Ltd., and proceeds from the transfer of a **60% equity stake** in Guangxi Wuzhou Runtong Investment Co., Ltd. during this period | | Cash Received from Borrowings | 3,740,000,000.00 | 1,904,656,247.55 | 96.36 | Primarily due to an increase in bank loan withdrawals by the parent company during this period | | Cash Paid for Debt Repayment | 4,743,434,340.00 | 2,843,475,433.33 | 66.82 | Primarily due to the parent company's repayment of **3 billion CNY** in bonds during this period | [Progress of Significant Events](index=13&type=section&id=3.2%20Progress%20of%20Significant%20Events) The company disclosed progress on several significant events, including guarantees for subsidiaries, new e-commerce and seafood market investments, prior financing, and subsidiary cancellations, with total guarantees of **177.5 million CNY** and **3.12 billion CNY** in drawn loans [Guarantee Information](index=13&type=section&id=3.2.1%20Guarantee%20Information) As of September 30, 2016, the company provided multiple loan guarantees totaling **177.5 million CNY** for subsidiaries and stage-based mortgage loan guarantees for real estate projects totaling **39.511 million CNY** and **15.89 million CNY** - The company provided loan guarantees for Nanning Jinqiao Agricultural Products Co., Ltd., with a total guarantee balance of **177.5 million CNY** as of September 30, 2016[24](index=24&type=chunk)[25](index=25&type=chunk) - Subsidiary Guangxi Pingxiang Wantong International Logistics Co., Ltd. provided a guarantee for pre-litigation asset preservation for Guangxi Wantong Import and Export Trade Co., Ltd., with a guarantee balance of **44.5019 million CNY**[25](index=25&type=chunk) - The company provided stage-based mortgage loan guarantees for homebuyers of the 'Wuzhou International' real estate project, with actual mortgage loan amounts totaling **39.511 million CNY** as of September 30, 2016[26](index=26&type=chunk) - The company agreed for subsidiary Guangxi Wuzhou Real Estate Co., Ltd. to provide stage-based joint and several liability guarantees for homebuyers of the 'Wuzhou·Bandaoyangguang' real estate project, with the guarantee scope adjusted to 'all project homebuyers', and ICBC loan guarantee amount totaling **15.89 million CNY** as of September 30, 2016[27](index=27&type=chunk) [External Investments](index=14&type=section&id=3.2.2%20External%20Investments) As of September 30, 2016, the company had three external investment projects, including a **51% stake** in an e-commerce platform, a **60% equity acquisition** for **36.7397 million CNY**, and an investment in a seafood trading market for **113.5024 million CNY** - The company co-established Guangxi Wuzhou Tianmei E-commerce Co., Ltd. with Guangxi Tianmei Jinggong Network Technology Co., Ltd., holding a **51% stake**, and its developed '5zmall' B2C e-commerce platform has successfully launched[28](index=28&type=chunk) - The company acquired a **60% equity stake** in Guangxi Pingxiang Xinhengji Investment Co., Ltd. for a total investment of **36.7397 million CNY**, with industrial and commercial change registration completed in July 2016[28](index=28&type=chunk) - Holding company Xinhengji invested approximately **113.5024 million CNY** in the Pingxiang Hairun Seafood Trading Market project, aiming to leverage geographical advantages and favorable policies to expand logistics and cross-border e-commerce businesses, increasing company revenue and profit[29](index=29&type=chunk)[30](index=30&type=chunk) [Financing and Restructuring Progress](index=15&type=section&id=3.2.3%20Financing%20and%20Restructuring%20Progress) The company's 2016 working capital loan proposal was approved, with **3.12 billion CNY** drawn as of September 30, 2016, and corporate bond issuance preparations are progressing smoothly with materials submitted as required - The company has drawn **3.12 billion CNY** in working capital loans for daily operational turnover[31](index=31&type=chunk) - Corporate bond issuance preparations are progressing smoothly, with credit rating, audit, legal, and other submission materials prepared, and materials have been submitted in accordance with CSRC and SSE regulations[31](index=31&type=chunk) [Subsidiary Deregistration and Equity Transfer](index=15&type=section&id=3.2.4%20Subsidiary%20Deregistration%20and%20Equity%20Transfer) Guangxi Xingtong Investment Co., Ltd. was officially deregistered on July 28, 2016, and the company transferred a **60% equity stake** in Guangxi Wuzhou Runtong Investment Co., Ltd. for **24.87 million CNY** on July 7, 2016, completing industrial and commercial change registration on July 29 - Guangxi Xingtong Investment Co., Ltd. was officially deregistered on **July 28, 2016**[32](index=32&type=chunk) - The company transferred a **60% equity stake** in Guangxi Wuzhou Runtong Investment Co., Ltd. for **24.87 million CNY** through public listing, completing industrial and commercial change registration on **July 29, 2016**[32](index=32&type=chunk) [Fulfillment of Shareholder Commitments](index=15&type=section&id=3.3%20Fulfillment%20of%20Shareholder%20Commitments) Controlling shareholder Guangxi Communications Investment Group Co., Ltd. committed to increasing its stake by 0.5% to 2% within 12 months, and as of September 30, 2016, had cumulatively increased its holdings by **3,429,900 shares**, representing **0.411%** of total share capital, bringing its post-increase stake to **35.36%** - Controlling shareholder Guangxi Communications Investment Group Co., Ltd. committed to increasing its stake by no less than **0.5%** and no more than **2%** of the company's total share capital within the next 12 months[33](index=33&type=chunk) - As of September 30, 2016, the controlling shareholder had cumulatively increased its holdings by **3,429,900 shares**, representing **0.411%** of the company's total share capital, bringing its post-increase stake to **35.36%**[33](index=33&type=chunk) [Net Profit Forecast and Warning](index=16&type=section&id=3.4%20Net%20Profit%20Forecast%20and%20Warning) The company forecasts a **150-200% YoY increase** in cumulative net profit for January-December 2016 (unaudited), primarily due to the disposal of three loss-making subsidiaries in December 2015, reduced bad debt provisions, and improved performance from key subsidiaries - The company forecasts a **150-200% YoY increase** in cumulative net profit for January-December 2016 (unaudited)[34](index=34&type=chunk) - The significant net profit growth is primarily due to the disposal of loss-making subsidiary equity, removing their losses from consolidation; a YoY decrease in bad debt provisions for receivables; and improved performance and reduced losses from subsidiaries like Nanning Jinqiao Agricultural Products Co., Ltd. and Guangxi Wuzhou Real Estate Co., Ltd.[34](index=34&type=chunk) [Appendix](index=16&type=section&id=IV.%20Appendix) The appendix contains the company's unaudited consolidated and parent company financial statements, including the balance sheet, income statement, and cash flow statement, providing detailed financial data for reference [Financial Statements](index=16&type=section&id=4.1%20Financial%20Statements) This section provides the company's unaudited consolidated and parent company balance sheets as of September 30, 2016, and unaudited consolidated and parent company income statements and cash flow statements for January-September 2016, detailing financial position, operating results, and cash flows [Consolidated Balance Sheet](index=16&type=section&id=4.1.1%20Consolidated%20Balance%20Sheet) As of September 30, 2016, total consolidated assets were **11.303 billion CNY**, a **8.36% decrease** from year-start; net assets attributable to shareholders were **3.059 billion CNY**, a **6.88% increase** from year-start; total current liabilities were **2.545 billion CNY**, and total non-current liabilities were **5.560 billion CNY** Key Consolidated Balance Sheet Data (September 30, 2016) | Item | Period-End Balance (CNY) | Year-Start Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 11,303,414,202.00 | 12,335,034,038.62 | | Total Liabilities | 8,105,740,673.69 | 9,319,521,475.40 | | Total Equity Attributable to Parent Company Shareholders | 3,058,747,608.81 | 2,861,881,722.62 | [Parent Company Balance Sheet](index=19&type=section&id=4.1.2%20Parent%20Company%20Balance%20Sheet) As of September 30, 2016, total parent company assets were **7.337 billion CNY**, a **11.58% decrease** from year-start; total shareholders' equity was **3.375 billion CNY**, a **5.76% increase** from year-start; total current liabilities were **2.062 billion CNY**, and total non-current liabilities were **1.899 billion CNY** Key Parent Company Balance Sheet Data (September 30, 2016) | Item | Period-End Balance (CNY) | Year-Start Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 7,336,909,320.65 | 8,297,573,935.34 | | Total Liabilities | 3,962,245,973.87 | 5,106,824,095.16 | | Total Shareholders' Equity | 3,374,663,346.78 | 3,190,749,840.18 | [Consolidated Income Statement](index=21&type=section&id=4.1.3%20Consolidated%20Income%20Statement) From January to September 2016, total operating revenue was **872 million CNY**, a **48.73% YoY decrease**; net profit attributable to parent company shareholders was **197 million CNY**, a **125.52% YoY increase**; basic earnings per share were **0.24 CNY/share**, a **140% YoY increase** Key Consolidated Income Statement Data (Jan-Sep 2016) | Item | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Operating Revenue | 872,289,184.17 | 1,701,519,198.47 | -48.73 | | Operating Profit | 218,545,477.85 | 71,084,240.25 | 207.44 | | Net Profit | 175,524,686.36 | 30,215,533.10 | 480.89 | | Net Profit Attributable to Parent Company Shareholders | 196,865,886.19 | 87,294,755.82 | 125.52 | | Basic Earnings Per Share (CNY/share) | 0.24 | 0.10 | 140.00 | [Parent Company Income Statement](index=23&type=section&id=4.1.4%20Parent%20Company%20Income%20Statement) From January to September 2016, parent company operating revenue was **116 million CNY**, a **19.86% YoY decrease**; net profit was **184 million CNY**, a **13.37% YoY decrease**; investment income of **201 million CNY** was a significant component of profit Key Parent Company Income Statement Data (Jan-Sep 2016) | Item | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 115,759,647.52 | 144,443,102.94 | -19.86 | | Investment Income | 200,507,500.00 | 261,725,443.26 | -23.39 | | Net Profit | 183,913,506.60 | 212,289,161.49 | -13.37 | [Consolidated Cash Flow Statement](index=25&type=section&id=4.1.5%20Consolidated%20Cash%20Flow%20Statement) From January to September 2016, net cash flow from operating activities was **807 million CNY**, a **20.22% YoY decrease**; net cash flow from investing activities was **216 million CNY**, a **26.5% YoY increase**; net cash flow from financing activities was **-1.385 billion CNY**, a **1.55% YoY decrease**; and period-end cash and cash equivalents were **308 million CNY** Key Consolidated Cash Flow Statement Data (Jan-Sep 2016) | Item | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 807,259,994.67 | 1,011,914,546.41 | -20.22 | | Net Cash Flow from Investing Activities | 215,519,980.85 | 170,368,486.08 | 26.50 | | Net Cash Flow from Financing Activities | -1,384,682,453.86 | -1,363,599,600.22 | -1.55 | | Period-End Cash and Cash Equivalents Balance | 307,768,790.51 | 199,519,331.37 | 54.26 | [Parent Company Cash Flow Statement](index=27&type=section&id=4.1.6%20Parent%20Company%20Cash%20Flow%20Statement) From January to September 2016, net cash flow from parent company operating activities was **410 million CNY**, a **14.69% YoY decrease**; net cash flow from investing activities was **424 million CNY**, a **3.81% YoY increase**; net cash flow from financing activities was **-1.181 billion CNY**, a **16.66% YoY decrease**; and period-end cash and cash equivalents were **76 million CNY** Key Parent Company Cash Flow Statement Data (Jan-Sep 2016) | Item | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 409,910,091.19 | 480,540,309.45 | -14.69 | | Net Cash Flow from Investing Activities | 424,444,122.63 | 408,873,665.57 | 3.81 | | Net Cash Flow from Financing Activities | -1,181,218,431.16 | -1,012,523,034.74 | -16.66 | | Period-End Cash and Cash Equivalents Balance | 76,208,141.81 | 59,714,521.29 | 27.61 | [Audit Report](index=28&type=section&id=4.2%20Audit%20Report) This quarterly report is unaudited - This quarterly report is **unaudited**[57](index=57&type=chunk)

2016 年半年度报告 公司代码：600368 公司简称：五洲交通 广西五洲交通股份有限公司 2016 年半年度报告 重要提示 一、 本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实、准确、完 整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、 未出席董事情况 | 未出席董事职务 | 未出席董事姓名 | 未出席董事的原因说明 | 被委托人姓名 | | --- | --- | --- | --- | | 董事 | 黄新颜 | 其他公务 | 周异助 | | 独立董事 | 秦伟 | 其他公务 | 赵振 | 三、 本半年度报告未经审计。 四、 公司负责人梁君、主管会计工作负责人韩钢及会计机构负责人（会计主管人员）宋书勇声明： 保证半年度报告中财务报告的真实、准确、完整。 五、 经董事会审议的报告期利润分配预案或公积金转增股本预案 无 六、 前瞻性陈述的风险声明 本报告中所涉及的未来计划、发展战略规划等前瞻性陈述及相应的警示性陈述，不构成公司 对投资者的实质承诺，请投资者注意投资风险。 七、 是否存在被控股股东及其关联方非经营性占用资金情况 是 八、 是否存在违反规定决策 ...

Financial Performance - Operating revenue fell by 64.53% to CNY 303.1 million year-on-year[6] - Net profit attributable to shareholders increased by 204.60% to CNY 94.5 million compared to the same period last year[6] - Basic and diluted earnings per share rose by 175.00% to CNY 0.11[6] - Total revenue for Q1 2016 was CNY 303,085,774.77, a decrease of 64.5% compared to CNY 854,373,115.08 in the same period last year[41] - Net profit for Q1 2016 reached CNY 85,925,745.70, an increase of 203.5% compared to CNY 28,295,588.05 in Q1 2015[41] - The company reported a total profit for the period of CNY 199,868,211.47, down 19.5% from CNY 248,264,442.08 in Q1 2015[46] Cash Flow and Liquidity - Cash flow from operating activities decreased by 47.98% to CNY 186.4 million year-to-date[6] - Cash received from sales and services dropped by 60.96% to CNY 314,901,142.03 from CNY 806,704,507.30, primarily due to reduced trade receipts from a subsidiary[17] - Cash and cash equivalents decreased from ¥669,646,851.71 at the beginning of the year to ¥289,819,127.82 by the end of the reporting period, representing a decline of approximately 56.7%[32] - The company reported a significant decrease in cash and cash equivalents of -$340,204,047.62 compared to an increase of $631,203,475.05 in the prior period[54] - The ending balance of cash and cash equivalents was $82,868,311.53, significantly lower than the previous period's balance of $814,027,056.06[54] Assets and Liabilities - Total assets decreased by 5.95% to CNY 11.6 billion compared to the end of the previous year[6] - Total current assets decreased from ¥4,695,397,039.60 to ¥4,013,913,517.56, indicating a decline of approximately 14.5%[32] - Total liabilities decreased from ¥9,319,521,475.40 to ¥8,499,535,421.19, reflecting a reduction of about 8.8%[34] - The company's long-term borrowings increased from ¥2,798,950,000.00 to ¥2,998,950,000.00, an increase of approximately 7.2%[34] Shareholder Information - The total number of shareholders reached 63,396 at the end of the reporting period[11] - The largest shareholder, Guangxi Transportation Investment Group, holds 34.95% of the shares[11] Government Support and Subsidies - The company received government subsidies amounting to CNY 375,942.08 related to its subsidiary Guangxi Pingxiang Wantong International Logistics[8] Investment and Disposals - In Q1 2016, the company received net cash of 339,985,000 from the disposal of subsidiaries, primarily from the transfer of equity interests[18] - The company has recovered 78,359,162.38 from the disposal of Nanning South Star Antimony Co., Ltd. as of April 5, 2016[24] - The company has also recovered 240,782,988.84 from the disposal of Tanghan Zinc Indium Co., Ltd. as of early April 2016[25] Operational Changes - The company continues to fulfill labor contracts with employees after the transfer of shares, ensuring no layoffs during the transition[29] - The company has issued a commitment letter to avoid competition with its parent company, ensuring no conflicts in project bidding[29] Future Outlook - The company plans to focus on market expansion and new product development in the upcoming quarters[41]

Financial Performance - The company's consolidated net profit for 2015 was -218,314,069.63 yuan, with a net profit attributable to shareholders of the parent company at -95,648,328.30 yuan[3]. - The company's operating revenue for 2015 was approximately ¥2.09 billion, a decrease of 36.60% compared to ¥3.29 billion in 2014[22]. - The net profit attributable to shareholders was a loss of approximately ¥95.65 million, representing a decline of 230.25% from a profit of ¥73.43 million in 2014[22]. - The basic earnings per share decreased to -¥0.11, down 227.44% from ¥0.09 in 2014[23]. - The company's total revenue for 2015 was CNY 2.085 billion, a decrease of 36.60% compared to the previous year, primarily due to reduced income from trade and mining[53]. - The company recorded a net loss of approximately ¥182.94 million in the fourth quarter of 2015, following a trend of declining profits throughout the year[25]. - The company reported a significant decrease in mining revenue by 69.17% to $69,712,871.13, with a gross margin of -5.31%[59]. - The company reported a net profit of 5,906.65 million with a significant increase of 128.24% compared to the previous year[106]. Asset and Liability Management - The asset-liability ratio for the consolidated financial statements was 75.55% at year-end 2015[3]. - The company's total liabilities decreased significantly, with a notable reduction in current liabilities due to the reclassification of bonds maturing within one year[79]. - The company's total debt was 798,892,100 CNY at the end of the reporting period, with a repayment amount of 31,802,680 CNY during the year[149]. - The asset-liability ratio remains high, with 62% of total assets tied up in hard-to-liquidate assets such as highways and logistics parks[52]. - The company's asset-liability ratio decreased to 75.55% by the end of the reporting period, down from 77.5% at the beginning of the year, reflecting improved financial health[43]. Revenue Sources and Business Segments - The company's main revenue sources are toll fees and passenger (freight) transport fees, which are sensitive to economic cycles, leading to uncertainty in business income and financial status[131]. - The company's toll revenue for 2015 was 121,109.90 million, an increase of 8.52% compared to 2014, with traffic volume growing by 8.16%[34]. - Logistics and trade revenue fell to CNY 698 million, a decrease of 59.46% year-on-year, attributed to the company's efforts to control trade risks by reducing large commodity trade[53]. - Real estate revenue dropped to CNY 55 million, down 60.75% year-on-year, mainly due to the "Wuzhou International" project nearing completion and a sluggish real estate market affecting sales[53]. - The company is actively expanding its logistics and real estate businesses, although highway toll revenue remains the primary source of income[110]. Dividend Policy and Shareholder Returns - The company plans not to distribute any cash dividends for 2015, with all undistributed profits carried forward to future years[5]. - The earnings per share available for distribution to shareholders was -0.11 yuan, indicating a special circumstance as per the company's articles of association[3]. - The company will not distribute any cash dividends for 2015 due to the special circumstances outlined in its articles of association[143]. - The cash dividend policy stipulates that at least 10% of the distributable profit should be distributed in profitable years, but this was not applicable for 2015[143]. - The company had a retained earnings balance of 1,185,649,004.78 RMB carried forward to future years[142]. Operational Efficiency and Cost Management - The company implemented effective cost control measures, coordinating funds and optimizing asset management, leading to increased rental income from highway service areas[47]. - Operating costs decreased by 52.04% to $1,118,773,123.82, resulting in a gross margin of 46.53%[55]. - The net cash flow from operating activities increased significantly by 261.54% to $966,853,604.55[55]. - The company has acknowledged the existence of non-operating fund occupation by controlling shareholders and their related parties[7]. Strategic Developments and Future Plans - The company plans to continue reducing its commodity trading business, which has significantly impacted revenue[23]. - The company aims to enhance its core competitiveness by concentrating on toll roads and related businesses while improving management practices[43]. - The company plans to enhance capital operation capabilities and aims to complete a share financing in the first half of 2016[116]. - The company intends to develop logistics services and cross-border e-commerce platforms, leveraging its position as a new hub along the "Maritime Silk Road"[115]. - The company is committed to project implementation, including the expansion of cross-border e-commerce and the development of self-owned brands for high-quality agricultural products[123]. Risk Management and Compliance - The company has not violated regulations regarding decision-making procedures for providing guarantees[7]. - There are no significant risk warnings reported for the company[7]. - The company is currently involved in multiple legal disputes, including contract disputes and debt transfer agreements, but these do not affect the consolidated financial statements due to the divestment of certain subsidiaries[160]. - The company has identified weaknesses in the management of accounts receivable, including inadequate risk control measures in subsidiaries[152]. - The company is focusing on improving the governance structure of its subsidiaries to ensure effective risk management and accountability[153]. Corporate Governance and Internal Controls - The company is committed to ensuring the accuracy and completeness of the annual report, with key personnel assuming legal responsibility[4]. - A total of 88 internal regulations have been revised, with 64 regulations proposed for merging, adjusting, or abolishing to strengthen internal controls[152]. - The company has enhanced daily management of accounts receivable and established specific personnel responsible for collections in subsidiaries[153]. - The company emphasizes the importance of internal management and risk control, aiming to establish a unified internal management system across the organization[126]. Environmental and Social Responsibility - The company has not faced any environmental violations or penalties during the reporting period[188]. - The company has implemented various social responsibility initiatives, including educational support activities for underprivileged students[187]. - The company’s subsidiaries are currently in a state of suspension due to non-compliance with environmental protection standards, but no illegal discharges have occurred[188].

2015 年第三季度报告 公司代码：600368 公司简称：五洲交通 广西五洲交通股份有限公司 2015 年第三季度报告 1 / 27 | 目录 | | --- | | 一、 | 重要提示 | 3 | | --- | --- | --- | | 二、 | 公司主要财务数据和股东变化 | 3 | | 三、 | 重要事项 | 7 | | 四、 | 附录 | 15 | 2015 年第三季度报告 一、 重要提示 1.1 公司董事会、监事会及董事、监事、高级管理人员应当保证季度报告内容的真实、准确、完 整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 1.2 未出席董事情况 | 未出席董事姓名 | 未出席董事职务 | 未出席原因的说明 | 被委托人姓名 | | --- | --- | --- | --- | | 孟杰 | 董事 | 其他公务 | 杨旭东 | 1.3 公司负责人梁君、主管会计工作负责人韩钢及会计机构负责人（会计主管人员）梁芝冬保证 季度报告中财务报表的真实、准确、完整。 1.4 本公司 2015 年第三季度报告未经审计。 二、 公司主要财务数据和股东变化 2.1 主要财务数据 3 ...

广西五洲交通股份有限公司 2015 年半年度报告 公司代码：600368 公司简称：五洲交通 广西五洲交通股份有限公司 2015 年半年度报告 六、 是否存在被控股股东及其关联方非经营性占用资金情况 一、 本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实、准确、完 整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、 公司全体董事出席第八届第五次董事会会议。 三、 本半年度报告未经审计。 四、 公司负责人梁君、主管会计工作负责人韩钢及会计机构负责人（会计主管人员）梁芝冬声明： 保证半年度报告中财务报告的真实、准确、完整。 五、 前瞻性陈述的风险声明 否 七、 是否存在违反规定决策程序对外提供担保的情况？ 否 | 第二节 | 公司简介 4 | | --- | --- | | 第三节 | 会计数据和财务指标摘要 5 | | 第四节 | 董事会报告 7 | | 第五节 | 重要事项 21 | | 第六节 | 股份变动及股东情况 30 | | 第七节 | 董事、监事、高级管理人员情况 32 | | 第八节 | 财务报告 34 | | 第九节 | 备查文件目录 127 | ...

[Important Notice](index=3&type=section&id=Important%20Notice) This section contains the board's declaration regarding the accuracy and completeness of the quarterly report and the unaudited status of the financial statements [Board of Directors' Statement](index=3&type=section&id=Board%20of%20Directors%27%20Statement) The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of this quarterly report, with the financial statements being unaudited - All company directors attended the second meeting of the Eighth Board of Directors to review this quarterly report[6](index=6&type=chunk) - Company head Liang Jun, chief accountant Han Gang, and head of accounting department Liang Zhidong ensured the truthfulness, accuracy, and completeness of the financial statements[6](index=6&type=chunk) - This company's Q1 2015 report is unaudited[6](index=6&type=chunk) [Company's Major Financial Data and Shareholder Changes](index=3&type=section&id=Company%27s%20Major%20Financial%20Data%20and%20Shareholder%20Changes) This section details the company's key financial performance indicators for Q1 2015 and the shareholder structure at the end of the reporting period [Major Financial Data](index=3&type=section&id=Major%20Financial%20Data) In Q1 2015, the company's operating revenue increased by 58.64% due to trade business growth, while net profit attributable to shareholders significantly decreased by 49.06% primarily due to losses from newly consolidated subsidiaries, and net cash flow from operating activities increased by 27.32% Key Financial Indicators for Q1 2015 | Indicator | Current Period | Prior Year Period | Year-over-Year Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue (CNY) | 849,017,365.08 | 535,196,626.80 | 58.64 | | Net Profit Attributable to Shareholders (CNY) | 37,244,408.43 | 73,113,361.70 | -49.06 | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) (CNY) | 31,009,851.08 | 68,755,168.26 | -54.90 | | Net Cash Flow from Operating Activities (CNY) | 358,281,869.50 | 281,402,326.16 | 27.32 | | Basic Earnings Per Share (CNY/share) | 0.04 | 0.09 | -55.56 | | Weighted Average Return on Net Assets (%) | 1.25 | 2.41 | Decrease of 1.16 percentage points | Non-recurring Gains and Losses and Amounts | Item | Current Period Amount (CNY) | Explanation | | :--- | :--- | :--- | | Government grants recognized in current profit/loss | 582,293.37 | Mainly from government grants received by subsidiaries | | Gains/losses from entrusted loans to external parties | 4,000,000.00 | Mainly from entrusted loan income of subsidiary Tanbai Expressway | | Other non-operating income and expenses | 4,081,161.35 | - | | **Total** | **6,234,557.35** | - | [Shareholder Holding Information](index=5&type=section&id=Shareholder%20Holding%20Information) As of the end of the reporting period, the company had 67,599 shareholders, with Guangxi Communications Investment Group Co., Ltd. being the largest shareholder at 34.95%, and the top three shareholders being state-owned legal entities - At the end of the reporting period, the total number of common stock shareholders was **67,599 accounts**[11](index=11&type=chunk) Top Three Shareholders' Holding Information | Shareholder Name | Shares Held at Period End (shares) | Proportion (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Guangxi Communications Investment Group Co., Ltd. | 291,432,800 | 34.95 | State-owned Legal Entity | | China Merchants Huajian Highway Investment Co., Ltd. | 115,531,200 | 13.86 | State-owned Legal Entity | | Guangxi Guohong Economic Development Group Co., Ltd. | 27,727,050 | 3.33 | State-owned Legal Entity | - The actual controller of the largest shareholder, Guangxi Communications Investment Group Co., Ltd., and the third largest shareholder, Guangxi Guohong Economic Development Group Co., Ltd., is the Guangxi SASAC, but there are no related party or concerted action relationships between the shareholders[12](index=12&type=chunk) [Preferred Shareholder Information](index=6&type=section&id=Preferred%20Shareholder%20Information) The company had no preferred shareholders during the reporting period - During the reporting period, the company had no preferred shareholders[12](index=12&type=chunk) [Significant Matters](index=6&type=section&id=Significant%20Matters) This section details significant changes in financial statement items, progress on major projects and guarantees, shareholder commitments, and any performance warnings [Analysis of Significant Changes in Financial Statement Items](index=6&type=section&id=Analysis%20of%20Significant%20Changes%20in%20Financial%20Statement%20Items) This report period saw over 30% significant changes across multiple financial statement items, including a surge in monetary funds due to bank loans, increased operating revenue and costs from expanded trade business, but a sharp decline in operating profit and net profit due to losses from newly consolidated subsidiaries, and a shift in investment cash flow from negative to positive [Changes in Consolidated Balance Sheet Items](index=6&type=section&id=Changes%20in%20Consolidated%20Balance%20Sheet%20Items) Compared to the beginning of the year, monetary funds surged by 179.26% due to bank loans, while advances from customers decreased by 75.83% due to reduced trade business prepayments Major Balance Sheet Changes (Compared to Beginning of Year) | Item | Change (%) | Primary Reason | | :--- | :--- | :--- | | Monetary Funds | 179.26 | Due to parent company obtaining bank working capital loans | | Notes Receivable | 74.31 | Due to subsidiaries obtaining notes receivable from trade business | | Held-to-Maturity Investments | -50.00 | Due to subsidiaries recovering entrusted loan principal | | Advances from Customers | -75.83 | Due to decrease in advances from customers for subsidiary trade business | | Employee Compensation Payable | -33.56 | Due to payment of employee performance bonuses | [Changes in Consolidated Income Statement Items](index=7&type=section&id=Changes%20in%20Consolidated%20Income%20Statement%20Items) Compared to the prior year, total operating revenue and operating costs increased by 57.53% and 94.32% respectively, driven by subsidiary trade business, but operating profit and net profit attributable to parent company sharply declined by 55.01% and 49.06% due to losses from newly consolidated mining and investment subsidiaries Major Income Statement Changes (Compared to Prior Year) | Item | Change (%) | Primary Reason | | :--- | :--- | :--- | | Total Operating Revenue | 57.53 | Due to increase in subsidiary trade revenue | | Operating Costs | 94.32 | Increase in trade revenue led to a corresponding increase in costs | | Administrative Expenses | 178.69 | Increase in administrative expenses of newly consolidated mining subsidiaries | | Asset Impairment Losses | -244.69 | Due to subsidiaries making provisions for doubtful accounts | | Operating Profit | -55.01 | Due to losses from newly consolidated subsidiaries and Guotong Investment Company | | Net Profit Attributable to Owners of the Parent Company | -49.06 | Mainly affected by losses from newly consolidated subsidiaries | | Minority Interest Income/Loss | -827.22 | Mainly affected by losses from newly consolidated subsidiaries | [Changes in Consolidated Cash Flow Statement Items](index=8&type=section&id=Changes%20in%20Consolidated%20Cash%20Flow%20Statement%20Items) Compared to the prior year, cash received from sales increased by 31.96% due to trade business growth, net cash flow from investing activities turned positive due to entrusted loan recovery and absence of large acquisitions, and cash received from borrowings increased by 73.95% Major Cash Flow Statement Changes (Compared to Prior Year) | Item | Change (%) | Primary Reason | | :--- | :--- | :--- | | Cash received from sales of goods and rendering of services | 31.96 | Due to increase in subsidiary trade revenue | | Net increase in customer loans and advances | -95.63 | Decrease in loan disbursements from subsidiary's micro-lending business | | Cash received from disposal of investments | Not Applicable | Subsidiary recovered **CNY 100 million** in entrusted loan principal | | Cash received from investment income | 5,556.57 | Subsidiaries received entrusted loan income and dividends | | Cash paid for investments | -100.00 | Acquisition payments made in prior year, no such business in current period | | Cash received from borrowings | 73.95 | Increase in borrowings in current period | [Progress of Significant Matters](index=10&type=section&id=Progress%20of%20Significant%20Matters) The company disclosed progress on several significant matters, including ongoing construction or preliminary work for various logistics, real estate, and agricultural market projects, substantial loan guarantees for subsidiaries, financing plans, related party transactions, subsidiary mergers, and an ongoing investigation into alleged information disclosure violations - Progress on external investment projects: - Pingxiang International Logistics Park: Phase I completed and open for business, Phase II commenced construction in January 2015[16](index=16&type=chunk)[22](index=22&type=chunk) - Wuzhou International Real Estate Project: Conducting residual property sales[16](index=16&type=chunk)[22](index=22&type=chunk) - Nanning Jinqiao Agricultural Products Wholesale Market: Phase II under construction[16](index=16&type=chunk)[22](index=22&type=chunk) - Wuzhou Peninsula Sunshine Project: Under construction, pre-sales have begun[16](index=16&type=chunk)[22](index=22&type=chunk) - Significant guarantee matters: - Provided guarantee for controlling subsidiary Jinqiao Company, with an ending balance of **CNY 160 million**[23](index=23&type=chunk)[25](index=25&type=chunk) - Provided phased guarantee for Wuzhou International project mortgage customers, with an ending balance of approximately **CNY 281 million**[23](index=23&type=chunk)[25](index=25&type=chunk) - Wholly-owned subsidiary Tanbai Company provided guarantee for Guotong Company, with an ending balance of **CNY 30 million**[23](index=23&type=chunk)[26](index=26&type=chunk) - Financing and related party transactions: - Proposed issuance of short-term financing bonds not exceeding **CNY 1.1 billion**, with re-registration materials currently being prepared[29](index=29&type=chunk) - Applied for a loan from related party Guangxi Communications Investment Group Finance Co., Ltd., with an ending loan balance of **CNY 600 million**[30](index=30&type=chunk) - Joined Guangxi Communications Investment Group Finance Company, with an ending deposit balance of **CNY 190 million**[35](index=35&type=chunk) - The company was investigated by the Guangxi Securities Regulatory Bureau on March 20, 2014, for alleged information disclosure violations, with no investigation results available as of the end of the reporting period[39](index=39&type=chunk) [Fulfillment of Shareholder Commitments](index=15&type=section&id=Fulfillment%20of%20Shareholder%20Commitments) The controlling shareholder, Guangxi Communications Investment Group Co., Ltd., has normally fulfilled all commitments made during the share transfer process, including handling asset swap issues, employee contracts, personnel resettlement, and avoiding horizontal competition - Controlling shareholder Jiaotou Group committed to handling assets, claims, debts, and taxes arising from share transfers and asset swaps[41](index=41&type=chunk) - Jiaotou Group committed to avoiding horizontal competition by foregoing competition with Wuzhou Communications in project bids and resolving existing horizontal competition in expressway projects through asset swaps or injections[42](index=42&type=chunk) - As of the end of the reporting period, all aforementioned commitments are being normally fulfilled[43](index=43&type=chunk) [Performance Forecast and Warning](index=16&type=section&id=Performance%20Forecast%20and%20Warning) The company has not provided a forecast for cumulative net profit from the beginning of the year to the end of the next reporting period, nor has it issued any warnings regarding potential losses or significant changes compared to the prior year - The company has not provided a forecast or warning for the next reporting period's performance[43](index=43&type=chunk) [Appendix](index=16&type=section&id=Appendix) This section contains the company's unaudited consolidated and parent company financial statements for the first quarter of 2015 [Financial Statements](index=16&type=section&id=Financial%20Statements) This appendix includes the company's unaudited consolidated and parent company balance sheets, income statements, and cash flow statements for the first quarter of 2015 [Consolidated Balance Sheet](index=16&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2015, the company's total assets were **CNY 14.36 billion**, total liabilities were **CNY 11.18 billion**, and total equity attributable to owners of the parent company was **CNY 3.01 billion**, resulting in a debt-to-asset ratio of 77.83% Key Consolidated Balance Sheet Items (March 31, 2015) | Item | Period-End Balance (CNY) | Year-Beginning Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 14,362,939,152.21 | 13,953,894,222.40 | | Total Liabilities | 11,178,978,863.49 | 10,813,907,428.14 | | Total Equity Attributable to Owners of the Parent Company | 3,010,452,365.76 | 2,957,530,050.92 | | Total Equity | 3,183,960,288.72 | 3,139,986,794.26 | [Parent Company Balance Sheet](index=18&type=section&id=Parent%20Company%20Balance%20Sheet) As of March 31, 2015, the parent company's total assets were **CNY 9.16 billion**, total liabilities were **CNY 5.75 billion**, and total equity was **CNY 3.41 billion** Key Parent Company Balance Sheet Items (March 31, 2015) | Item | Period-End Balance (CNY) | Year-Beginning Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 9,161,222,367.81 | 8,324,025,835.88 | | Total Liabilities | 5,748,596,473.40 | 5,158,251,515.92 | | Total Equity | 3,412,625,894.41 | 3,165,774,319.96 | [Consolidated Income Statement](index=21&type=section&id=Consolidated%20Income%20Statement) In Q1 2015, the company achieved total operating revenue of **CNY 854.37 million**, total profit of **CNY 45.10 million**, and net profit of **CNY 28.30 million**, with net profit attributable to owners of the parent company at **CNY 37.24 million**, a 49.06% year-over-year decrease Key Consolidated Income Statement Items (Jan-Mar 2015) | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 854,373,115.08 | 542,364,626.80 | | Operating Profit | 40,439,437.77 | 89,884,491.78 | | Total Profit | 45,102,892.49 | 90,071,656.35 | | Net Profit | 28,295,588.05 | 74,343,915.36 | | Net Profit Attributable to Owners of the Parent Company | 37,244,408.43 | 73,113,361.70 | [Parent Company Income Statement](index=22&type=section&id=Parent%20Company%20Income%20Statement) In Q1 2015, the parent company generated operating revenue of **CNY 45.31 million** and achieved a net profit of **CNY 247 million**, a significant turnaround from a net loss of **CNY 3.38 million** in the prior year, primarily due to **CNY 274 million** in investment income Key Parent Company Income Statement Items (Jan-Mar 2015) | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Operating Revenue | 45,309,555.17 | 52,928,496.72 | | Investment Income | 273,664,811.73 | -5,359,901.74 | | Operating Profit | 248,176,352.08 | -2,922,060.48 | | Net Profit | 246,851,574.45 | -3,375,078.87 | [Consolidated Cash Flow Statement](index=23&type=section&id=Consolidated%20Cash%20Flow%20Statement) In Q1 2015, the company's net cash flow from operating activities was **CNY 358.28 million**, from investing activities was **CNY 90.01 million**, and from financing activities was **CNY 234.39 million**, with cash and cash equivalents totaling **CNY 1.06 billion** at period-end Consolidated Cash Flow Statement Summary (Jan-Mar 2015) | Item | Current Period Amount (CNY) | | :--- | :--- | | Net Cash Flow from Operating Activities | 358,281,869.50 | | Net Cash Flow from Investing Activities | 90,012,603.68 | | Net Cash Flow from Financing Activities | 234,389,106.80 | | Net Increase in Cash and Cash Equivalents | 682,683,579.98 | | Cash and Cash Equivalents at Period End | 1,063,519,479.08 | [Parent Company Cash Flow Statement](index=25&type=section&id=Parent%20Company%20Cash%20Flow%20Statement) In Q1 2015, the parent company's net cash flow from operating activities was **CNY 222.79 million**, from investing activities was **CNY 100 million**, and from financing activities was **CNY 308.42 million**, with cash and cash equivalents totaling **CNY 814.03 million** at period-end Parent Company Cash Flow Statement Summary (Jan-Mar 2015) | Item | Current Period Amount (CNY) | | :--- | :--- | | Net Cash Flow from Operating Activities | 222,793,475.07 | | Net Cash Flow from Investing Activities | 99,991,500.00 | | Net Cash Flow from Financing Activities | 308,418,499.98 | | Net Increase in Cash and Cash Equivalents | 631,203,475.05 | | Cash and Cash Equivalents at Period End | 814,027,056.06 |

2014 年年度报告 公司代码：600368 公司简称：五洲交通 广西五洲交通股份有限公司 2014 年年度报告 重要提示 一、 本公司董事会、监事会及董事、监事、高级管理人员保证年度报告内容的真实、准确、完整， 不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、 未出席董事情况 | 未出席董事职务 | 未出席董事姓名 | 未出席董事的原因说明 | 被委托人姓名 | | --- | --- | --- | --- | | 董事 | 王强 | 缺席 | 无 | | 董事 | 孟杰 | 其他公务 | 杨旭东 | 三、 瑞华会计师事务所(特殊普通合伙)为本公司出具了保留意见的审计报告，本公司董事会、监 事会对相关事项已有详细说明，请投资者注意阅读。 公司报告期非同一控制下企业合并堂汉公司和南星公司，合计形成商誉 45,563.42 万元。瑞 华会计师事务所认为根据堂汉公司、南星公司目前的状况，尚无法预见到两家公司在较近期间内 能够大规模提升生产能力，为企业带来较好的现金流量和投资回报；由于目前金属矿产品处于下 降趋势，公司进行期末减值测试聘请具备相应资质的专业机构出具的矿权评估报告采用的基准日 ...