| 股票代码：000564 | 股票简称：西安民生 公告编号：2015-035 | | --- | --- | | 债券代码：112158 | 债券简称：12民生债 | 西安民生集团股份有限公司 2015 年第一季度报告正文 第一节 重要提示 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。 所有董事均已出席了审议本次季报的董事会会议。 公司负责人马永庆、主管会计工作负责人王欣及会计机构负责人(会计主管人员)齐洁声明：保证季度 报告中财务报表的真实、准确、完整。 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 | | 本报告期 | 上年同期 | 本报告期比上年同期 | | --- | --- | --- | --- | | | | | 增减 | | 营业收入（元） | 1,087,649,177.29 | 1,136,497,580.74 | -4.30% | | 归属于上市公司股东的净利润 | 24,034,7 ...

Financial Performance - The company's operating revenue for 2014 was approximately CNY 4.01 billion, representing a 2.76% increase compared to 2013[21] - The net profit attributable to shareholders decreased by 5.02% to approximately CNY 60.46 million in 2014[21] - The net profit excluding non-recurring gains and losses was approximately CNY 47.29 million, reflecting a 1.70% increase from the previous year[21] - Basic earnings per share for 2014 were CNY 0.1277, down 5.06% from 2013[21] - The net profit for 2014 was CNY 60.94 million, a decrease of 3.38% year-on-year, with the net profit attributable to the parent company declining by 5.02%[30] - Operating costs rose to CNY 2.974 billion, reflecting a 0.90% increase from the previous year, primarily due to the growth in operating revenue[31] - Total revenue from retail business reached CNY 3,560,937,963.63, with a year-on-year increase of 1.06%[42] - Gross profit margin for retail business was 17.05%, reflecting a slight increase of 0.11% year-on-year[42] Cash Flow and Assets - Cash flow from operating activities decreased by 22.99% to approximately CNY 490.21 million[21] - Operating cash inflow for 2014 was CNY 4,693,678,130.34, a decrease of 0.99% compared to 2013[40] - Cash and cash equivalents increased by 533.77% to CNY 188,509,324.11 in 2014[40] - The company’s monetary funds accounted for 48.91% of total assets, up from 44.62% in 2013[44] - Total assets at the end of 2014 increased by 10.58% to approximately CNY 7.47 billion[21] - Accounts receivable decreased by 52.45% to CNY 10,950,817.17, primarily due to the recovery of debts[47] - Construction in progress surged by 1684.97% to CNY 267,303,243.17, attributed to the transfer of previously paid property amounts[47] Dividends and Profit Distribution - The company plans to distribute a cash dividend of CNY 0.30 per 10 shares to all shareholders[7] - The total cash dividend for 2014 is RMB 14,199,355.02, which represents 100% of the total distributable profit[76] - The cash dividend per 10 shares is RMB 0.30 (including tax), based on a total share capital of 473,311,834 shares[76] - The company's net profit attributable to shareholders for 2014 is RMB 60,464,305.96, with a cash dividend payout ratio of 23.48%[76] - The company has maintained a consistent cash dividend policy over the past three years, with no plans for capital reserve transfers[75] Business Operations and Strategy - The company has maintained its main business in commercial retail without any changes during the reporting period[17] - The company has a strategic plan to expand its market presence, focusing on core urban areas in Xi'an and major second-tier cities in Shaanxi Province[52] - The company is actively exploring new marketing models to enhance both online and offline business development[68] - The company recognizes the impact of e-commerce on traditional retail and is taking measures to address this challenge[67] - The company aims to strengthen its market position in the northwest region and expand nationally, focusing on department store operations[66] Management and Governance - The company has implemented new accounting standards effective July 1, 2014, which resulted in adjustments to financial statement items without affecting total assets or net profit for 2013[70] - The company has established a comprehensive incentive mechanism to enhance employee motivation, aiming for high per capita income, net profit, and low personnel expense ratio[161] - The company has a diverse board with members holding significant academic and professional experience in finance and management[150] - The independent directors actively participated in board meetings, with no objections raised against company matters during the reporting period[168] - The company has implemented a governance structure compliant with the Company Law and relevant regulations, ensuring no discrepancies were found during the reporting period[164] Investments and Acquisitions - The company is planning a major asset restructuring involving the acquisition of a 67.59% stake in Xi'an Xingzhengyuan Shopping Center Co., Ltd. and a property of 11,782.84 square meters from HNA Commercial Holdings Co., Ltd.[94] - The company has been actively involved in the acquisition of assets, which could enhance its market presence[1] - The company reported a profit forecast for the acquisition of 44% equity in Hanzhong Shijiyangguang Commercial Co., with an expected profit of 819.62 million CNY, while the actual profit was only 290.69 million CNY, resulting in a shortfall of 64.6% due to increased operational costs[118] Financial Reporting and Audit - The company's financial statements are prepared in accordance with accounting standards, reflecting a true and fair view of its financial position[196] - The audit opinion confirms that the financial results for the year 2014 are accurately represented[200] - The financial statements provide a comprehensive view of the company's financial health as of the end of 2014[200] - The audit opinion indicates no significant discrepancies in the financial reporting[200] - The company has not identified any major internal control deficiencies during the reporting period[180]

Financial Performance - Operating revenue for the reporting period was CNY 885,216,442.66, representing a year-on-year increase of 7.94%[7] - Net profit attributable to shareholders decreased by 10.32% to CNY 18,291,899.32 compared to the same period last year[7] - The net profit after deducting non-recurring gains and losses fell by 21.25% to CNY 15,080,779.72[7] - The weighted average return on net assets was 1.08%, a decrease of 0.16% compared to the previous year[7] - The basic and diluted earnings per share were both CNY 0.0386, down 10.44% year-on-year[7] - The company reported a total of CNY 11,006,334.47 in non-recurring gains and losses for the year-to-date[8] - Investment income surged by 1,631.83% to ¥8,012,837.16, primarily due to cash dividends from HNA Dongyin Futures Co., Ltd. and investment income from Xingzhengyuan Shopping Center[16] - The company indicated that it may experience significant fluctuations in net profit compared to the previous year, but specific reasons were not applicable[28] Assets and Liabilities - Total assets increased by 10.16% to CNY 7,391,206,886.19 compared to the end of the previous year[7] - Accounts receivable interest increased by 1,088.23% to ¥6,525,885.12 compared to the beginning of the period, mainly due to interest accrued by the subsidiary Baoji Mall[14] - Intangible assets rose by 76.05% to ¥139,195,622.37, primarily from the acquisition of land use rights and construction projects by Baoji Mall[14] - Short-term loans increased by 41.63% to ¥2,234,500,000.00, attributed to increased borrowing by the company and its subsidiaries[14] - Financial expenses increased by 75.04% to ¥127,733,386.91, mainly due to higher interest expenses from increased loans and accrued bond interest[14] - Other current assets increased significantly, mainly due to the reclassification of prepaid VAT and VAT credits[15] - The company experienced a 250.49% increase in taxes payable, primarily due to the reclassification of prepaid VAT[14] Cash Flow - The company generated a net cash flow from operating activities of CNY 788,555,288.05, an increase of 101.23% year-to-date[7] - Net cash flow from operating activities increased by 101.23% to ¥788,555,288.05, driven by higher cash receipts from sales and reduced cash payments related to operating activities[19] - The company reported a 54.88% improvement in net cash flow from investing activities, reflecting increased cash receipts related to investment activities[19] Shareholder Information - The total number of common shareholders at the end of the reporting period was 42,646[10] - HNA Commercial Holding Co., Ltd. held 39.29% of the shares, amounting to 185,969,920 shares, with 134,164,762 shares pledged[10] Strategic Initiatives - The company plans to issue shares and pay cash to acquire assets and raise supporting funds, with the proposal approved by the board on September 24, 2014[20] - The company has committed to not reducing its holdings of 33,964,762 shares for a period of 36 months following the issuance, reflecting a long-term investment strategy[24] - The company has guaranteed the independence of its subsidiary, Xi'an Minsheng, in terms of personnel, assets, organization, business, and finance, ensuring operational integrity[24] - The company is actively involved in providing guarantees to its subsidiaries, including Baoji Commercial and Han Zhong Century Sunshine, indicating a focus on supporting its subsidiaries' financial stability[22] - The company has made commitments to reduce and regulate related party transactions with Xi'an Minsheng, aiming to enhance corporate governance and transparency[24] - The company has announced a series of progress updates regarding its major asset restructuring, highlighting its commitment to strategic growth and market expansion[22] - The company is preparing for its annual shareholder meeting, which will address key decisions and future directions for the business[21] Asset Restructuring and Investments - The company reported a significant asset restructuring progress, with multiple announcements made throughout the year, indicating ongoing strategic adjustments[21] - HNA Commercial committed to integrating its retail resources primarily through Xi'an Minsheng, focusing on the development of commercial department stores and supermarkets[25] - By December 31, 2017, HNA Commercial plans to inject several retail assets into Xi'an Minsheng, contingent on meeting specific financial performance criteria[25] - HNA Commercial has guaranteed to compensate for any shortfall in net profit for Century Sunshine for the years 2013 to 2015, with specific amounts set at CNY 4.58 million for 2013, CNY 8.20 million for 2014, and CNY 15.59 million for 2015[26] - HNA Commercial will assist Xi'an Minsheng in securing property rights for Century Sunshine, covering related costs if necessary[26] - HNA Commercial has committed to ensuring that any rental agreements for Century Sunshine properties meet or exceed assessed rental levels, covering any shortfall[26] - The company has pledged to compensate for any losses incurred due to delays in property delivery for the Tiger Head Bridge underground mall[26] - HNA Commercial will support the compliance of Xi'an Minsheng with contracts related to the property of the Xingshengyuan Shopping Center, including financial assistance if necessary[26] - HNA Commercial is focused on enhancing its market position through strategic acquisitions and asset injections into Xi'an Minsheng[25] - The company has established a priority selection right for Xi'an Minsheng regarding the development and acquisition of new retail projects[25] - HNA Commercial's strategy includes a long-term commitment to resolving competition issues by consolidating its retail operations under Xi'an Minsheng[25] - HNA Commercial acquired a 32.41% stake in Xian Minsheng Shopping Center, with a net profit forecast of CNY 15.38 million for the period from May to December 2013, and projections of CNY 34.05 million, CNY 43.65 million, and CNY 57.96 million for 2014, 2015, and 2016 respectively[27] - The company committed to compensating for any losses incurred by Xian Minsheng Shopping Center due to land use rights disputes, covering all arbitration and litigation costs[27] - The company reported a total initial investment of CNY 13.44 million in Sichuan Yangtian Biological Pharmaceutical Co., with a shareholding ratio of 9.60% and a net amount of CNY 4.03 million as of September 30, 2014[30] - The company’s investment in HNA Dongyin Futures Co. amounted to CNY 31.12 million, with a shareholding ratio of 6.00% and a corresponding net amount of CNY 31.12 million[30] Accounting and Reporting - The adjustments from the new accounting standards did not impact the current net profit, net asset amounts, or require retrospective adjustments[31] - The company’s financial statements were affected by the new accounting standards, specifically regarding the classification of long-term equity investments[29] - The total loss from long-term equity investments as of September 30, 2014, was CNY 41.16 million, with no impact on the current period's net profit or net assets[30] - The company confirmed that it has not encountered any non-operating fund occupation situations that would require compensation to Xian Minsheng Shopping Center[27] - The company engaged in multiple communications with individual investors regarding its basic situation and restructuring progress throughout 2014[28]

Financial Performance - The company achieved operating revenue of CNY 2,020,839,598.22, representing a year-on-year increase of 2.84%[19] - The net profit attributable to shareholders was CNY 36,030,101.58, a decrease of 3.96% compared to the previous year[19] - The net cash flow from operating activities increased by 185.34% to CNY 398,847,162.52[19] - Total assets at the end of the reporting period reached CNY 7,572,701,164.83, up 12.87% from the end of the previous year[19] - The company's gross profit margin decreased due to increased operating costs, with operating profit down 13.90% year-on-year[23] - The company's main business revenue for the retail sector reached ¥1,823,639,253.72, with a slight increase of 0.12% compared to the previous year[30] - The gross profit margin for the retail sector improved by 2.45% year-on-year, reaching 16.99%[30] - The company reported a significant increase in cash and cash equivalents, which rose by 33.74% to CNY 571,171,433.18[25] - The company reported a net profit attributable to shareholders of 1.2 billion yuan for the year, which did not meet the annual target[85] - The company reported a net profit of 4.9 billion RMB for the first half of 2014, reflecting a year-on-year increase of 7.2%[150] Expenses and Costs - Sales expenses rose by 21.80% to CNY 144,219,351.54, primarily due to increased rental and property costs from the full operation of certain stores[25] - Management expenses increased by 23.98% to CNY 203,234,385.17, attributed to higher employee compensation and utility costs[25] - Financial expenses surged by 103.24% to CNY 92,195,097.71, mainly due to increased loan amounts and interest expenses[25] - Total operating costs for the same period were RMB 1,987,910,320.60, up from RMB 1,918,667,665.67, reflecting a year-on-year increase of 3.6%[134] Investments and Capital Expenditure - The company invested ¥583,114,638.84 during the reporting period, a significant increase of 612.57% compared to ¥81,832,587.20 in the same period last year[32] - The total amount of raised funds was ¥94,659,000, with ¥1,500,000 invested during the reporting period[40] - The total committed investment for all projects is CNY 121,756,000, with a cumulative investment of CNY 67,839,850[41] - The company has allocated 500 million for research and development in new product lines[144] - The company has set aside 1.5 billion RMB for special reserves this year, aimed at enhancing financial stability[150] Market Expansion and Strategic Plans - The company has a strategic plan to expand its market presence in the northwest region and beyond, focusing on core urban areas[31] - The company plans to expand its market presence by entering three new regional markets by Q3 2014[84] - The company is actively working on expanding its market presence through strategic partnerships and acquisitions[85] - Future guidance indicates a projected revenue growth of 10% for the upcoming fiscal year[144] - The company is exploring potential mergers and acquisitions to enhance its market position[146] Shareholder and Dividend Information - The company plans not to distribute cash dividends or issue bonus shares for this period[6] - The company distributed a cash dividend of CNY 0.30 per share based on a total share capital of 473,311,834 shares, totaling CNY 141,993,550[47] - The company has developed a shareholder return plan for 2014 to 2016 to improve the dividend mechanism and protect shareholder rights[53] Financial Health and Stability - The company has confirmed that there are no issues with the use and disclosure of raised funds[41] - The company has not engaged in any entrusted financial management or derivative investments during the reporting period[36][37] - The company has not reported any significant changes in project feasibility[41] - The company has not experienced any major changes in the expected benefits of the projects[41] - The company has not undergone any bankruptcy reorganization during the reporting period[56] Audit and Compliance - The audit report issued by ShineWing CPA confirmed that the financial statements fairly present the company's financial position as of June 30, 2014, in accordance with accounting standards[123] - The company’s financial statements include consolidated and parent company balance sheets, profit statements, and cash flow statements for the first half of 2014[118] - The company’s management is responsible for the preparation and fair presentation of the financial statements, ensuring no material misstatements due to fraud or error[119] User Engagement and Growth - User data indicated a growth in active users by 15% year-over-year, reaching a total of 1.5 million users[84] - User data shows an increase in active users by 15% year-over-year, reaching a total of 9.0 million[144] - User data indicates a growth in active users by 15% in the first half of 2014, contributing to overall revenue growth[150] Operational Efficiency and Future Guidance - The company is investing $30 million in technology upgrades to improve operational efficiency and customer experience[84] - The company aims to improve operational efficiency by 15% through cost-cutting measures in the upcoming year[148] - The management emphasized the importance of adapting to regulatory changes to maintain compliance and operational efficiency[144] Related Party Transactions and Governance - There were no significant litigation or arbitration matters during the reporting period[54] - The company has not reported any changes in the shareholding structure that would affect earnings per share or net asset value per share[98] - The company is focused on maintaining transparency with its shareholders regarding any potential conflicts of interest among major shareholders[99]

| 股票代码：000564 | 股票简称：西安民生 公告编号：2014-022 | | --- | --- | | 债券代码：112158 | 债券简称：12民生债 | 西安民生集团股份有限公司 2014 年第一季度报告正文 第一节 重要提示 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。 所有董事均已出席了审议本报告的董事会会议。 公司董事长马永庆、财务总监兼计划财务部总经理王欣声明：保证年度报告中财务报告的真实、 准确、完整。 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 单位：元 | | 本报告期 | 上年同期 | 本报告期比上 年同期增减（%） | | --- | --- | --- | --- | | 营业收入（元） | 1,136,497,580.74 | 1,086,630,901.73 | 4.59% | | 归属于上市公司股东的净利润 | 25,249,602.83 | 25,889,339 ...

Financial Performance - The company's operating revenue for 2013 was CNY 3,899,038,513, representing a 9.09% increase compared to CNY 3,365,109,663 in 2012[14]. - The net profit attributable to shareholders decreased by 9.78% to CNY 63,659,815.78 from CNY 67,316,536.71 in the previous year[14]. - The basic earnings per share fell by 33.94% to CNY 0.1345, down from CNY 0.1942 in 2012[14]. - The total assets at the end of 2013 were CNY 6,709,266,885, an increase of 7.47% from CNY 5,787,196,258 in 2012[14]. - The net assets attributable to shareholders decreased by 15.10% to CNY 1,660,436,277 from CNY 1,858,730,019 in the previous year[14]. - The net cash flow from operating activities was CNY 636,579,221.32, a decrease of 4.64% compared to CNY 667,561,689.38 in 2012[14]. - The operating profit decreased by 16.63% year-on-year, while the net profit fell by 11.64%, with the net profit attributable to the parent company declining by 9.78%[18]. - The company's operating costs for 2013 were approximately CNY 2.95 billion, an increase of 7.57% from CNY 2.74 billion in 2012[21]. - The financial expenses increased significantly by 57.76% to approximately CNY 169.40 million, primarily due to increased interest expenses from longer loan terms and bond interest accruals[22]. - The company reported a net profit of CNY -3,552,722.09 for Hanzhong Century Sunshine Commercial Co., Ltd. after acquisition[75]. Market Expansion and Strategy - The company plans to continue expanding its market presence and developing new products and technologies[7]. - The company aims to strengthen its regional presence with a strategy focused on the northwest and expanding into secondary cities in Shaanxi province[23]. - The company has a strategic focus on expanding its market presence in the northwest region of China, particularly in Xi'an and other major second-tier cities[41]. - The company is committed to sustainability initiatives, aiming for a 50% reduction in carbon emissions by 2025[95]. - The company is actively pursuing mergers and acquisitions to strengthen its market position and diversify its portfolio[7]. - The company plans to expand its market presence by launching new products in Q2 2024, targeting a 10% growth in user base[193]. - The company is exploring potential acquisitions to enhance its product offerings and market share[195]. - The company plans to enter three new international markets by the end of the fiscal year[200]. Investments and Acquisitions - The company completed the acquisition of 44% equity in Hanzhong Century Sunshine Commercial Co., Ltd., increasing its ownership to 83.51%[14]. - The company also acquired a 32.41% stake in Xi'an Xingzhengyuan Shopping Center Co., Ltd. in November 2013[23]. - The company invested a total of ¥500,557,508 in external equity during the reporting period, a significant increase of 1079.95% compared to ¥42,421,788.68 in the same period last year[42]. - The company completed a bond issuance in March 2013, raising ¥600,000,000, with a net amount of ¥594,600,000 allocated for repaying bank loans and supplementing working capital[49]. - The company has outlined plans for further investments in infrastructure to support its expansion initiatives[97]. Financial Health and Management - The company has a commitment to building a professional management team to support its multi-faceted development strategy[41]. - The company has not made any changes to the measurement attributes of its major assets during the reporting period[41]. - The company has not engaged in any derivative investments or entrusted loans during the reporting period[47]. - The company has a financial service agreement with HNA Group Financial Co., Ltd. that was not renewed after its expiration in October 2013[82]. - The company has committed to enhancing its corporate governance and transparency in financial reporting[8]. - The company has reported a stable performance in its operations, with ongoing efforts to enhance its service offerings and customer engagement[105]. Research and Development - The company is investing in research and development, allocating 10% of its annual revenue towards innovative technologies[95]. - Research and development expenses increased by 20%, totaling $150 million, to support innovation in new technologies[7]. - The R&D expenditure for the year was 300 million RMB, which is 10% of total revenue, reflecting a commitment to innovation[195]. Shareholder Returns and Dividends - The profit distribution plan approved by the board is to distribute a cash dividend of CNY 0.30 per 10 shares[5]. - The profit distribution plan for 2013 proposes a cash dividend of 0.30 RMB per 10 shares, with a total cash dividend amounting to 1,419.94 million RMB, representing 22.31% of the net profit[61]. - The company reported a cumulative cash dividend amount over the last three years of 3,786.50 million RMB, which is 57.72% of the average net profit during that period[61]. Operational Efficiency - The company has achieved a 30% reduction in operational costs through efficiency improvements and technology upgrades[95]. - The company plans to implement cost-cutting measures, aiming for a 5% reduction in operational expenses[8]. - Operating expenses were reported at 20.6 billion, which is a 3% increase from the previous year[193]. Compliance and Governance - The company has not faced any administrative penalties during the reporting period, indicating compliance with regulatory requirements[65]. - The company has not identified any discrepancies between its governance practices and the requirements of the Company Law and the China Securities Regulatory Commission[139]. - The company reported no significant internal control deficiencies during the reporting period[156]. User Engagement and Customer Satisfaction - User data showed a 25% increase in active users, reaching 5 million by the end of the quarter[2]. - Customer satisfaction ratings improved to 90%, indicating a strong positive response to recent service enhancements[9]. - The user base grew to 47.3 million, representing a 4.7% increase compared to the previous year[200].