2015 年年度报告 公司代码：600512 公司简称：腾达建设 腾达建设集团股份有限公司 2015 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 | | --- | --- | --- | --- | | 独立董事 | 刘国彬 | 因公出差 | 朱洪超 | 三、 天健会计师事务所（特殊普通合伙）为本公司出具了标准无保留意见的审计报告。 四、 公司负责人叶林富、杨九如、主管会计工作负责人叶林富及会计机构负责人（会计主管人员） 陈德锋声明：保证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 天健会计师事务所（特殊普通合伙）为本公司 2015 年度财务报告出具了标准无保留意见的审 计报告。经审计，公司 2015 年度实现归属于母公司所有者的净利润为-28,696,922.34 元，2015 年末累计未分配利润为 215,302 ...

Financial Performance - Operating revenue for the first nine months increased by 54.31% to CNY 2,009,684,078.01 compared to the same period last year[8]. - Net profit attributable to shareholders decreased by 35.59% to CNY 17,875,204.88 compared to the same period last year[8]. - Basic earnings per share decreased by 50.00% to CNY 0.02 compared to the same period last year[8]. - Operating revenue for the third quarter reached ¥2,009,684,078.01, a 54.31% increase compared to ¥1,302,361,899.95 in the same period last year[14]. - The total profit for the first nine months of 2015 was ¥10,206,651.30, down from ¥24,909,646.72 in the same period last year, a decrease of about 59.0%[27]. - The net profit for the first nine months of 2015 reached ¥33.37 million, up 26.6% from ¥26.37 million in the same period last year[32]. Assets and Liabilities - Total assets decreased by 5.64% to CNY 5,341,833,732.64 compared to the end of the previous year[8]. - Total current assets decreased from CNY 4,601,377,218.45 at the beginning of the year to CNY 4,305,675,974.76, a decline of approximately 6.43%[21]. - Total liabilities decreased from CNY 4,490,014,686.45 to CNY 3,288,627,425.61, a decline of about 26.67%[22]. - The total liabilities decreased from ¥3,329,394,256.45 in the previous period to ¥2,739,230,120.44, a reduction of about 17.7%[24]. - The company's total assets increased from ¥4,800,448,390.41 to ¥5,117,630,997.13, reflecting a growth of approximately 6.6%[24]. Shareholder Information - The total number of shareholders reached 102,503 at the end of the reporting period[10]. - The largest shareholder, Ye Linfu, holds 70,543,760 shares, accounting for 6.93% of the total shares[11]. Cash Flow - Net cash flow from operating activities improved by 67.89%, reaching -CNY 127,449,327.26 for the first nine months[8]. - The company's cash flow from operating activities improved by 67.89%, resulting in a net cash flow of -¥127,449,327.26 compared to -¥396,955,662.41 in the previous year[14]. - The total cash inflow from operating activities for the first nine months of 2015 was approximately ¥2.37 billion, compared to ¥1.75 billion in the same period last year, indicating a growth of 35.8%[35]. - The net cash flow from operating activities for Q3 2015 was negative at approximately -¥127.45 million, an improvement from -¥396.96 million in Q3 2014[35]. - The net cash flow from operating activities was negative at approximately -$574 million, worsening from -$222 million year-over-year[38]. Expenses and Financial Metrics - Operating costs increased by 54.05% to ¥1,775,339,517.68, reflecting the rise in revenue from municipal engineering and real estate projects[14]. - The company reported a 98.78% increase in income tax expenses to ¥16,917,935.36, attributed to losses from some subsidiaries[14]. - The company’s financial expenses rose by 127.58% to ¥74,666,182.96, as interest expenses were capitalized after the completion of certain real estate projects[14]. - The company incurred financial expenses of approximately ¥3.97 million in Q3 2015, up from ¥2.59 million in Q3 2014[31]. - Cash outflow for employee compensation was approximately $294.53 million, up from $255.84 million, indicating increased workforce costs[38]. Capital and Reserves - The company issued 281,096,573 new shares, increasing paid-in capital by 38.14% to ¥1,018,037,229.00[14]. - The capital reserve increased significantly by 2,423.80% to ¥633,107,849.70 due to the premium from the new share issuance[14]. - The company reported a significant increase in capital reserve from ¥106,047,697.63 to ¥714,070,027.39, an increase of approximately 573.5%[24]. Operational Insights - The company has plans for market expansion and new product development, although specific details were not provided in the report[30]. - The company received approximately $892.32 million from investment contributions, highlighting strong investor confidence[39].

Financial Performance - The company's operating revenue for the first half of 2015 was approximately ¥1.24 billion, representing a 40.44% increase compared to ¥881.57 million in the same period last year[16]. - The net profit attributable to shareholders decreased by 39.91% to ¥12.72 million from ¥21.16 million year-on-year[16]. - The net profit attributable to shareholders after deducting non-recurring gains and losses fell by 40.54% to ¥10.14 million compared to ¥17.05 million in the previous year[16]. - The net cash flow from operating activities improved by 20.75%, with a net outflow of ¥297.70 million compared to ¥375.64 million in the same period last year[16]. - The net assets attributable to shareholders increased by 75.60% to ¥2.06 billion from ¥1.17 billion at the end of the previous year[16]. - Total assets decreased by 10.13% to approximately ¥5.09 billion from ¥5.66 billion at the end of the previous year[16]. - Basic earnings per share decreased by 33.33% to ¥0.02 from ¥0.03 in the same period last year[17]. - The weighted average return on net assets decreased by 0.68 percentage points to 1.08% compared to 1.76% in the previous year[17]. - The company reported a significant decline in earnings, indicating potential challenges in maintaining profitability moving forward[16][17]. Revenue and Costs - The operating cost for the reporting period was approximately CNY 1.09 billion, which is a 39.11% increase from CNY 780.39 million year-on-year[25]. - Total operating costs amounted to ¥1,223,356,614.96, up 43.2% from ¥854,518,992.71 year-on-year[99]. - The gross profit margin for the engineering construction segment was 11.03%, reflecting a 2.64 percentage point increase compared to the previous year[27]. - The gross profit margin improved by 0.83 percentage points to 12.31%[28]. Contracts and Projects - The company secured new contracts worth CNY 780 million during the reporting period, contributing to its project pipeline[21]. - The company has ongoing contracts with a total value of approximately ¥630 million, including projects such as the Taizhou Inner Ring Road and the Hangzhou Wulin Square underground mall[28][30]. - The company is executing 52 major engineering contracts exceeding 50 million RMB, including contracts with 杭州市地铁集团有限责任公司 for the construction of the Hangzhou Metro[57]. Financial Management and Investments - The company completed a non-public stock issuance and initiated a CNY 400 million short-term financing bond application to enhance its funding channels[21]. - The company has invested in 14 companies, including 13 wholly-owned or controlled subsidiaries, and plans to establish an investment fund with a capital of up to CNY 180 million[34]. - The company raised a total of RMB 88,911.89 million through additional issuance in 2015, with RMB 32,447.78 million utilized by the reporting period[38]. - As of the reporting period, the company has RMB 56,464.11 million of the raised funds remaining, which are temporarily allocated for working capital and held in a special account[38]. Shareholder Information - The total number of shareholders reached 82,375 by the end of the reporting period[82]. - The top ten shareholders held a total of 27.61% of the company's shares, with the largest shareholder, Ye Linfu, holding 6.93%[83]. - The company distributed cash dividends of 0.20 RMB per 10 shares, totaling 20.36 million RMB, as approved in the 2014 annual shareholders' meeting[50]. Risk Management and Compliance - The report includes a risk statement regarding forward-looking statements, cautioning investors about potential investment risks[3]. - The company emphasizes fair treatment of all shareholders, ensuring that minority shareholders' rights are protected during decision-making processes[74]. - The company has no related party transactions among the top ten shareholders, ensuring independent governance[85]. Cash Flow and Liquidity - The company reported a net cash flow from operating activities of -670,183,832.12 RMB, compared to -172,717,461.65 RMB in the previous period, indicating a significant decline in operational cash generation[108]. - Total cash inflow from financing activities reached 1,912,319,999.33 RMB, an increase from 1,142,006,024.91 RMB in the prior period, reflecting strong financing efforts[108]. - The company's cash and cash equivalents at the end of the period amounted to ¥337,730,153.82, a decrease from ¥639,258,485.16 at the beginning of the period, representing a decline of approximately 47.1%[182]. Accounting Policies and Standards - The company adheres to accounting standards, ensuring that financial statements accurately reflect its financial position and performance[130]. - The company employs specific accounting methods for mergers, recognizing goodwill when the purchase cost exceeds the fair value of identifiable net assets acquired[135]. - The company consolidates all subsidiaries in its financial statements, following the relevant accounting standards[136]. Employee and Management Practices - The company is actively enhancing its talent pool and technical management capabilities to improve its core competitiveness and management efficiency[23]. - The company has maintained a low turnover rate among key technical personnel, ensuring stability and expertise in project execution[33]. - The company has established a performance evaluation and incentive mechanism for senior management based on construction output value, target profit, and cost control[76].

非经常性损益项目和金额 2015 年第一季度报告 公司代码：600512 公司简称：腾达建设 腾达建设集团股份有限公司 2015 年第一季度报告 1 / 17 | 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 | 5 | | 四、 | 附录 | 7 | 2015 年第一季度报告 一、 重要提示 二、 公司主要财务数据和股东变化 2.1 主要财务数据 √适用 □不适用 | | 单位：元 币种：人民币 | | | --- | --- | --- | | 项目 | 本期金额 | 说明 | | 非流动资产处置损益 | 7,440.22 | | | 越权审批，或无正式批准文件，或偶发性的税收返还、减免 | | | | 计入当期损益的政府补助，但与公司正常经营业务密切相关，符合国家政 | | | | 策规定、按照一定标准定额或定量持续享受的政府补助除外 | | | | 计入当期损益的对非金融企业收取的资金占用费 | | | | 企业取得子公司、联营企业及合营企业的投资成本小于取得投资时应享有 | | | | 被投资单位 ...

2014 年年度报告 本报告中所涉及的未来计划等前瞻性描述不构成公司对投资者的实质承诺，敬请投资者注意 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 否 公司代码：600512 公司简称：腾达建设 腾达建设集团股份有限公司 2014 年年度报告 重要提示 四、 公司负责人叶林富、徐君明、主管会计工作负责人叶林富及会计机构负责人（会计主管人员） 陈德锋声明：保证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 公司拟按2015年3月31日（非公开发行完成之后）公司总股本股份总数1,018,037,229股为基 数向全体股东按每10股派发现金红利0.20元（含税），预计分配股利20,360,744.58元，剩余未分 配利润转入下一年度。 六、 前瞻性陈述的风险声明 八、 是否存在违反规定决策程序对外提供担保的情况？ 否 1 / 106 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、 公司全体董事出席董事会会议。 三、 天健会计师事 ...

2014 年第三季度报告 腾达建设集团股份有限公司 2014 年第三季度报告 1 / 19 | 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 | 5 | | 四、 | 附录 | 7 | 2014 年第三季度报告 一、 重要提示 1.4 本公司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 / 19 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 5,665,112,719.36 5,537,914,940.35 2.30 归属于上市公司股东的净资产 1,170,812,902.67 1,191,817,663.75 -1.76 年初至报告期末（1-9 月） 上年初至上年报告期末（1-9 月） 比上年同期增减(%) 经营活动产生的现金流量净额 -396,955,662.41 -34,450,482.17 -1,052.25 每股经营活动产生的现金流 量净额（元/股） -0.54 -0.05 -980.00 ...

腾达建设集团股份有限公司 2014 年半年度报告 腾达建设集团股份有限公司 600512 2014 年半年度报告 1 腾达建设集团股份有限公司 2014 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。 四、 公司负责人叶林富、徐君明、主管会计工作负责人叶林富及会计机构负责人（会计主 管人员）陈德锋声明：保证本半年度报告中财务报告的真实、准确、完整。 五、 是否存在被控股股东及其关联方非经营性占用资金情况？ 否 六、 是否存在违反规定决策程序对外提供担保的情况？ 否 2 二、 公司全体董事出席董事会会议。 三、 公司半年度财务报告未经审计。 | 第一节 | 释义 4 | | --- | --- | | 第二节 | 公司简介 5 | | 第三节 | 会计数据和财务指标摘要 6 | | 第四节 | 董事会报告 7 | | 第五节 | 重要事项 13 | | 第六节 | 股份变动及股东情况 19 | | 第七节 | 优先股相关情况 21 | | 第八节 | 董事、监事、高级管理人员情 ...

Financial Performance - Operating revenue for the first quarter rose by 22.70% to CNY 526,749,941.68 compared to the same period last year[9] - Net profit attributable to shareholders decreased by 85.70% to CNY 8,623,665.92 compared to the same period last year[9] - Basic and diluted earnings per share dropped by 87.50% to CNY 0.01[9] - The company reported a net profit excluding non-recurring gains and losses of CNY 8,945,192.26, an increase of 21.59% year-on-year[9] - Net profit for the current period was ¥7,298,130.14, a significant decrease of 87.8% from ¥59,914,670.60 in the previous period[28] - Basic earnings per share for the current period was ¥0.01, down from ¥0.08 in the previous period[28] Cash Flow - Cash flow from operating activities decreased by 60.05% to CNY 20,919,938.22 compared to the same period last year[9] - The net cash flow from operating activities decreased by 60.05% to CNY 20.92 million from CNY 52.36 million, primarily due to a reduction in the return of project guarantee deposits[14] - Total operating cash inflow was CNY 840,481,001.00, down 3.4% from CNY 870,194,194.88 in the previous period[33] - Net cash flow from operating activities was CNY 20,919,938.22, a decrease of 60% from CNY 52,363,147.15 in the previous period[34] - Net cash flow from investment activities was CNY -85,124,795.95, worsening from CNY -50,426,071.43 in the previous period[34] - Cash inflow from financing activities was CNY 671,400,000.00, significantly up from CNY 289,200,000.00 in the previous period, representing a 132.5% increase[35] - Net cash flow from financing activities was CNY 160,613,004.85, recovering from a negative CNY -125,147,852.75 in the previous period[35] - The ending cash and cash equivalents balance was CNY 662,786,617.54, an increase from CNY 424,753,391.33 in the previous period[35] - The company reported a net increase in cash and cash equivalents of CNY 96,408,147.12, compared to a decrease of CNY -123,210,777.03 in the previous period[35] Assets and Liabilities - Total assets increased by 1.77% to CNY 5,636,004,963.99 compared to the end of the previous year[9] - The total assets of the company as of March 31, 2014, amounted to CNY 5.64 billion, compared to CNY 5.54 billion at the beginning of the year[19] - The company’s total liabilities increased to CNY 4.25 billion from CNY 4.14 billion, indicating a rise in financial obligations[20] - The company's total liabilities decreased slightly to ¥4,423,129,390.20 from ¥4,330,819,902.12, indicating a reduction of 2.1%[21] - Current assets totaled ¥3,289,230,031.29, showing a marginal increase from ¥3,284,915,493.03[24] - The company's total equity rose to ¥1,212,875,573.79 from ¥1,207,095,038.23, reflecting a growth of 0.5%[21] Shareholder Information - The total number of shareholders reached 66,905 at the end of the reporting period[12] - The largest shareholder, Ye Yangyou, holds 4.49% of the shares, totaling 33,079,360 shares[13] Operational Insights - Accounts receivable decreased by 93.50% to CNY 280.30 million from CNY 435.25 million, due to the recovery of some receivables during the reporting period[14] - Prepaid accounts increased by 362.40% to CNY 71.52 million from CNY 15.47 million, attributed to increased advance payments for engineering materials[14] - The company has not disclosed any new product developments or market expansion strategies in this report[9] - The company reported a net loss attributable to minority shareholders of CNY 1.33 million, a decrease of 227.87% compared to a loss of CNY 404.29 thousand in the previous year[14] - The company plans to avoid potential competition by transferring or liquidating its real estate development subsidiary by June 30, 2014[16] Cost Analysis - Total operating costs amounted to ¥516,097,826.17, up from ¥420,399,769.08, reflecting a rise of 22.8%[28] - Cash outflow for purchasing goods and services was CNY 609,042,228.35, up 8.4% from CNY 561,800,054.22 in the previous period[33]

Financial Performance - In 2013, the company achieved a net profit of CNY 40,584,114.06, with a profit distribution plan proposing a cash dividend of CNY 0.70 per 10 shares, totaling CNY 51,585,845.92[7] - Basic earnings per share increased significantly to CNY 0.20, representing a 566.67% increase compared to CNY 0.03 in 2012[20] - The weighted average return on equity rose to 13.51%, an increase of 11.60 percentage points from 1.91% in the previous year[20] - The company reported a total distributable profit of CNY 298,715,538.36 at the end of the year, after accounting for the statutory surplus reserve and previous cash dividends[7] - The company’s diluted earnings per share also stood at CNY 0.20, consistent with the basic earnings per share[20] - The company's operating revenue for 2013 was CNY 1,851,527,560.66, representing a 34.82% increase compared to CNY 1,373,303,064.53 in 2012[22] - Net profit attributable to shareholders reached CNY 150,971,393.78, a significant increase of 651.36% from CNY 20,093,029.50 in the previous year[22] - The net cash flow from operating activities improved to -CNY 35,931,203.54, a 79.96% increase compared to -CNY 320,137,593.28 in 2012[22] - The total assets of the company increased by 16.40% to CNY 5,537,914,940.35 at the end of 2013, up from CNY 4,757,694,120.34 in 2012[22] - The company reported a significant increase in cash flow from investment activities, reaching 195.51 million RMB, a 293.83% increase from the previous year[36] - The company reported a revenue of 4,781.68 million CNY and a net profit of 87.39 million CNY for the year 2013[59] - The total assets of the company at the end of 2013 were 18,833.09 million CNY, with net assets amounting to 3,148.26 million CNY[59] Business Operations - The company has maintained its primary business focus on municipal public works and highway engineering, with real estate development projects initiated since 2007[18] - The company secured 12 new projects during the reporting period, with a total contract value of nearly CNY 2.6 billion, including over CNY 2.2 billion in Zhejiang province[25] - The company signed an intention contract worth CNY 2.8 billion for the construction of the Green Heart Feilong Lake Ecological Zone project with the local government[26] - Major clients accounted for 40.85% of total revenue, with Shanghai Pudong Engineering Construction Management Co., Ltd. contributing 12.51%[33] - The company has a competitive advantage due to its comprehensive qualifications in various construction sectors, including municipal public works and road engineering[31] - The construction market in China is expected to continue expanding, driven by government support and urbanization efforts[31] - The company has a strong reputation in the municipal engineering sector, benefiting from high market entry barriers and limited competition[39] - The company has established a competitive employment mechanism to enhance management efficiency and safety training for its workforce[40] - The company operates 13 subsidiaries, with 12 being wholly-owned or controlled[42] Financial Management - The company has engaged Tianjian Accounting Firm to provide a standard unqualified audit report for the financial statements[6] - The company has a strong financial position, with a low risk of bad debts due to reliable government clients and high-quality receivables[40] - The company has invested a total of RMB 2.38 billion in entrusted loans to its subsidiary, Yunnan Tenda, with an interest rate of 18%[46] - The company has continued to provide entrusted loans to Yunnan Tenda, totaling RMB 4 billion at an interest rate of 12%, to support ongoing projects[47] - The company has a cash dividend policy that mandates a minimum of 30% of the average distributable profit over three years to be distributed in cash[71] - The company has a total guarantee amount of RMB 13,000 million, which accounts for 10.91% of the company's net assets[77] - The company has faced liquidity risks due to high accounts receivable and slow turnover, impacting cash flow from operating activities[70] - The company is exposed to risks from fluctuations in raw material and labor costs, which can increase total project costs and affect profitability[70] Shareholder Information - As of December 31, 2013, the total number of shares outstanding is 736,940,656, with no changes in the share structure during the reporting period[104] - The largest shareholder, Mr. Ye Yangyou, holds a 4.49% stake in the company, with no shareholders owning more than 5%[107] - The company has not faced any administrative penalties or public reprimands from the China Securities Regulatory Commission during the reporting period[98] - The company has not issued any new securities or undergone any changes in its share capital structure in the past three years[104] - The actual controller of the company is Ye Yangyou, who has held the position of director and party secretary since October 2013[108] - The total number of shares held by directors, supervisors, and senior management at the beginning and end of the reporting period remains unchanged at 156,235,620 shares[110] Employee and Management Structure - The company employed a total of 3,297 staff, including 2,839 in the parent company and 458 in major subsidiaries[120] - The professional composition of employees includes 2,310 production personnel, 258 sales personnel, 435 technical personnel, 58 financial personnel, and 236 administrative personnel[120] - The company has established a performance evaluation system for senior management based on construction output value, target profit, and cost control[122] - There were significant changes in the board and management personnel due to re-election, including the appointment of new independent directors and executives[119] - The remuneration policy for directors and senior management is based on achieving annual targets and performance assessments, combining base salary with bonuses[122] Legal and Compliance - The company has been ordered to pay a total of RMB 12,436,672.12 in a legal judgment related to a construction contract dispute[73] - The company has confirmed construction costs related to a court ruling, which has been accounted for in the previous year's financial results[74] - The company has established a comprehensive insider information registration management system to protect shareholders' rights and ensure fair information disclosure[131] - The independent auditor issued a standard unqualified opinion on the financial statements, confirming their fair presentation in accordance with accounting standards[140] Future Outlook - The company plans to increase the construction and sales efforts of real estate projects, aiming to enhance land reserves and achieve a balanced development of its two main businesses[65] - In 2014, the company aims to issue 200 million CNY in short-term financing bonds to broaden financing channels and support ongoing real estate projects[68] - The company will focus on high-difficulty and high-technical projects in municipal construction to achieve breakthroughs in high-end business[64] - The company intends to enhance brand building and cost management while ensuring quality and safety in construction projects[64] - The company will actively develop commercial real estate while prioritizing the construction of small-sized residential units to improve competitiveness in the market[65]