星美联合股份有限公司 2015 年第三季度报告正文 证券代码：000892 证券简称：*ST 星美 公告编号：2015-73 星美联合股份有限公司 2015 年第三季度报告正文 1 星美联合股份有限公司 2015 年第三季度报告正文 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 YANG SHOW TUNG ROY（杨晓桐）、主管会计工作负责人及会计机构负责人(会计主管人员) 童知秋声明：保证季度报告中财务报表的真实、准确、完整。 2 星美联合股份有限公司 2015 年第三季度报告正文 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 | | 本报告期末 | | 上年度末 | 本报告期末 比上年度末增减 | | --- | --- | --- | --- | --- | | 总资产（元） | | 2,722,330.55 | 3,083 ...

Financial Performance - The company's operating revenue for the reporting period was zero, indicating no business activity during this time[26]. - The net profit attributable to shareholders was -1,683,192.10 CNY, a decrease of 53.79% compared to the previous year[19]. - The net cash flow from operating activities was -1,715,842.66 CNY, representing an increase of 22.34% from the previous year[19]. - The company reported a significant decline in service revenue, with a 100% decrease compared to the previous year[31]. - The company reported a net loss of CNY 1,683,192.10 for the current period, compared to a net loss of CNY 1,094,447.30 in the previous period, reflecting an increase in losses of approximately 53.6%[106]. - The company reported a total comprehensive loss of CNY 1,683,192.10 for the current period, compared to a loss of CNY 1,094,447.30 in the previous period, indicating a deterioration in overall financial performance[106]. - The total profit before tax was CNY -1,683,192.10, compared to CNY -1,107,406.90 in the previous period, indicating a significant increase in pre-tax losses[106]. - The company reported a negative retained earnings of CNY -501,322,089.44 million, slightly worsening from CNY -499,638,897.34 million[99]. - The comprehensive income for the current period shows a decrease of ¥2,391,006.61, indicating a loss in overall profitability[121]. Assets and Liabilities - Total assets decreased by 56.35% to 1,345,965.37 CNY compared to the end of the previous year[19]. - The net assets attributable to shareholders fell by 56.56% to 1,292,105.86 CNY compared to the end of the previous year[19]. - Total liabilities reached CNY 53,859.51 million, compared to CNY 109,310.07 million in the previous period[99]. - The company's total equity was reported at CNY 1,292,105.86 million, down from CNY 2,974,391.17 million[99]. - The total liabilities and equity combined were CNY 1,345,965.37 million, consistent with total assets[99]. - The company’s total current liabilities were CNY 1,847,561.20 million, a significant increase from CNY 93,638.53 million[103]. Cash Flow - The company's cash and cash equivalents at the end of the reporting period amounted to 1,326,682.35 RMB, down from 3,041,618.22 RMB at the beginning of the period[97]. - The ending cash and cash equivalents balance decreased to CNY 1,326,682.35 from CNY 4,376,620.81, a decline of approximately 69.7%[112]. - Cash flow from operating activities showed a net outflow of CNY 1,715,842.66, compared to a net outflow of CNY 1,402,489.54 in the previous period, reflecting a worsening cash position[112]. - Cash inflow from operating activities totaled ¥1,800,640.23, up from ¥752,846.16 in the previous period, reflecting a growth of approximately 138.4%[114]. - Cash outflow from operating activities increased to ¥1,376,550.00 from ¥1,232,670.78, representing an increase of about 11.6%[114]. Shareholder Information - The largest shareholder, Shanghai Xinyi Industrial Co., Ltd., holds 25.84% of the shares and has committed to ensuring the independence of the listed company[70]. - The total number of shares is 413,876,880, with 25.84% being restricted shares and 74.16% being unrestricted shares[80]. - The total number of common shareholders at the end of the reporting period is 24,330[82]. - The second-largest shareholder, Taiji Group Co., Ltd., holds 2.42% of the shares, totaling 10,000,000 shares[82]. - The company did not conduct any repurchase transactions among the top 10 common shareholders during the reporting period[84]. - There was no change in the controlling shareholder or actual controller during the reporting period[85]. - No shareholders proposed or implemented share buyback plans during the reporting period[86]. Management and Expenses - Management expenses increased by 49.33% to 1,690,361.75 CNY due to new audit-related costs during the restructuring process[28]. - Total operating expenses increased significantly, with management expenses rising to CNY 1,690,361.75 from CNY 1,132,000.03, marking an increase of about 49%[106]. - The total financial expenses for the current period amount to CNY -7,169.65, compared to CNY -24,543.13 in the previous period[199]. Corporate Actions and Governance - The company has initiated a major asset restructuring process, with uncertainty regarding the completion of the share transfer by the stipulated deadline[25]. - The company plans not to distribute cash dividends or issue bonus shares for this period[6]. - The company’s stock has been suspended since April 17, 2015, due to ongoing restructuring discussions[25]. - The company has initiated a major asset restructuring process as of June 3, 2015, following the approval of a proposal at the shareholder meeting[75]. - The company has implemented measures to ensure its ability to continue as a going concern for the next 12 months[133]. Accounting Policies and Financial Reporting - The financial statements are prepared in accordance with the enterprise accounting standards, reflecting the company's financial position accurately[134]. - The company has not reported any significant changes in its accounting policies or estimates during the reporting period[165]. - The company has included its subsidiary, Shanghai Xinghong Business Information Consulting Co., Ltd., in the consolidated financial statements for this period[131]. - The company applies the percentage-of-completion method for revenue recognition in service transactions when the outcome can be reliably estimated[160]. Investment Activities - There were no external equity investments made during the reporting period[32]. - The company did not hold any financial enterprise equity during the reporting period[33]. - There were no securities investments during the reporting period[34]. - The company did not engage in entrusted financial management, derivative investments, or entrusted loans during the reporting period[36][37][38]. - The company did not acquire or sell any assets during the reporting period[54][55]. - The company has not reported any significant changes in its investment activities, suggesting a cautious approach to capital allocation[115].

Financial Performance - The company's operating revenue for Q1 2015 was 0.00 yuan, unchanged from the same period last year[8]. - The net profit attributable to shareholders was -367,649.09 yuan, a decrease of 51.18% compared to -753,112.76 yuan in the previous year[8]. - The company reported a net loss of CNY 500,006,546.43 for the period, compared to a loss of CNY 499,638,897.34 at the beginning of the period[25]. - The company reported a net loss of CNY 367,649.09 for Q1 2015, compared to a net loss of CNY 753,112.76 in the same period last year, indicating a reduction in losses by about 51%[30]. - Operating revenue for Q1 2015 was CNY 0.00, unchanged from the previous year, reflecting ongoing challenges in generating sales[29]. - Basic and diluted earnings per share for Q1 2015 were both -0.0009, an improvement from -0.0018 in the previous year[30]. Cash Flow and Liquidity - The net cash flow from operating activities was -423,294.90 yuan, representing an 18.32% improvement from -518,237.12 yuan in the same period last year[8]. - Total cash inflow from operating activities was 7,379.29 yuan, significantly lower than 285,299.53 yuan in the previous year, reflecting a decrease of about 97.4%[34]. - Cash outflow from operating activities totaled 430,674.19 yuan, down from 803,536.65 yuan in the previous year, representing a reduction of approximately 46.2%[34]. - The net cash flow from financing activities was 906.79 yuan, with no significant cash inflows from other financing sources reported[35]. - The net increase in cash and cash equivalents for the first quarter was -422,388.11 yuan, compared to -518,237.12 yuan in the same period last year, showing a decrease of about 18.5%[35]. - The ending balance of cash and cash equivalents was 2,619,230.11 yuan, down from 5,260,873.23 yuan at the end of the previous year, indicating a decline of approximately 50.2%[35]. - The net cash flow from operating activities for the parent company was 553,901.77 yuan, a significant recovery from -355,853.93 yuan in the previous year[36]. - Cash inflow from operating activities for the parent company was 800,106.77 yuan, compared to 261,464.33 yuan in the same period last year, marking an increase of approximately 205.3%[36]. - The cash outflow from operating activities for the parent company was 246,205.00 yuan, down from 617,318.26 yuan in the previous year, reflecting a decrease of about 60.2%[37]. - The ending balance of cash and cash equivalents for the parent company was 902,331.89 yuan, up from 281,929.58 yuan at the end of the previous year, indicating an increase of approximately 219.5%[37]. Assets and Liabilities - The total assets at the end of the reporting period were 2,661,313.13 yuan, down 13.70% from 3,083,701.24 yuan at the end of the previous year[8]. - The total assets of the company as of March 31, 2015, were CNY 2,661,313.13, down from CNY 3,083,701.24 at the beginning of the period[23]. - The company's current assets decreased from CNY 3,083,701.24 to CNY 2,661,313.13, indicating a decline in liquidity[23]. - The total liabilities decreased from CNY 109,310.07 to CNY 53,664.26, reflecting a reduction in financial obligations[25]. - Total liabilities increased to CNY 847,364.45 from CNY 93,638.53, marking a significant rise in liabilities[28]. - The company's equity attributable to shareholders decreased from CNY 2,974,391.17 to CNY 2,607,648.87, indicating a decline in shareholder value[25]. - The total equity of the company was CNY 1,081,767.44, down from CNY 1,280,684.80, indicating a decline in equity[28]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 23,411[10]. - The largest shareholder, Shanghai Xinyi Industrial Co., Ltd., held 25.84% of the shares, totaling 106,938,440 shares[10]. - Shanghai Xinyi Industrial Co., Ltd. holds a 25.84% stake in the company, emphasizing its significant influence[16]. - The company has ongoing commitments to ensure independence and avoid conflicts of interest with its major shareholder, Shanghai Xinyi Industrial Co., Ltd.[16]. Management and Expenses - Management expenses decreased by 52.14% to 372,654.11 yuan due to timing differences in payments for audit and disclosure fees[14]. - Financial expenses decreased by 59.80% to -5,005.02 yuan as a result of reduced bank deposits and corresponding interest income[14]. - Management expenses decreased to CNY 199,025.92 from CNY 356,658.26, a reduction of about 44% year-over-year[32]. - The total operating costs for Q1 2015 were CNY 367,649.09, down from CNY 775,572.36, reflecting a decrease of approximately 53%[30]. Strategic Initiatives - The company is actively seeking to inject quality assets to improve its financial situation, as per the restructuring plan approved by the court[17]. - There were no securities or derivative investments reported during the period, indicating a conservative investment strategy[18][20]. - The company did not engage in any research or communication activities during the reporting period, suggesting a focus on internal operations[21].

Financial Performance - The company's operating revenue for Q1 2015 was 0.00 yuan, unchanged from the same period last year[8]. - The net profit attributable to shareholders for Q1 2015 was -367,649.09 yuan, a 51.18% improvement compared to -753,112.76 yuan in Q1 2014[8]. - The net cash flow from operating activities for Q1 2015 was -423,294.90 yuan, an 18.32% improvement from -518,237.12 yuan in the previous year[8]. - The weighted average return on equity for Q1 2015 was -13.17%, an improvement of 1.92% from -15.10% in the same period last year[8]. - The company does not anticipate significant changes in net profit for the first half of 2015 compared to the same period last year[18]. Assets and Shareholder Information - The total assets at the end of the reporting period were 2,661,313.13 yuan, a decrease of 13.70% from 3,083,701.24 yuan at the end of the previous year[8]. - The net assets attributable to shareholders at the end of the reporting period were 2,607,648.87 yuan, down 12.33% from 2,974,391.17 yuan at the end of the previous year[8]. - The total number of ordinary shareholders at the end of the reporting period was 23,411[10]. - The largest shareholder, Shanghai Xinyi Industrial Co., Ltd., held 25.84% of the shares, totaling 106,938,440 shares[10]. Expenses and Commitments - Management expenses decreased by 52.14% to 372,654.11 yuan in Q1 2015 compared to 778,573.63 yuan in Q1 2014[14]. - Financial expenses decreased by 59.80% to -5,005.02 yuan in Q1 2015 from -12,451.27 yuan in the previous year[14]. - Shanghai Xinyi Industrial Co., Ltd. has committed to ensuring the independence of the listed company, including personnel, assets, finance, and operations, with a long-term commitment still in effect[16]. - The company has a 25.84% stake held by Shanghai Xinyi Industrial Co., Ltd., which has pledged not to engage in competing businesses with Xingmei United[16]. - As of December 9, 2014, Shanghai Xinyi proposed a rectification plan for unfulfilled commitments, indicating a lack of suitable assets for injection into Xingmei United but will seek third-party quality assets[17]. Investment Activities - There were no securities investments during the reporting period[19]. - The company did not hold shares in other listed companies during the reporting period[20]. - There were no derivative investments during the reporting period[20]. - The company did not engage in any research, communication, or interview activities during the reporting period[21].

Financial Performance - In 2014, the company's operating revenue was zero, a decrease of 100% compared to 10,965,958.04 yuan in 2013[22] - The net profit attributable to shareholders was -2,391,006.61 yuan, representing an increase of 287.05% from -617,753.22 yuan in 2013[22] - The net cash flow from operating activities was -2,737,492.13 yuan, an increase of 173.63% compared to -1,000,428.82 yuan in 2013[22] - The total assets at the end of 2014 were 3,083,701.24 yuan, a decrease of 47.04% from 5,822,617.75 yuan at the end of 2013[22] - The net assets attributable to shareholders decreased by 44.56% to 2,974,391.17 yuan from 5,365,397.78 yuan in 2013[22] - The basic earnings per share were -0.0058 yuan, a decline of 287.05% from -0.0015 yuan in 2013[22] - The weighted average return on net assets was -57.34%, a decrease of 46.45% from -10.89% in 2013[22] - The total cash inflow from operating activities was 107,366.65 yuan, a decrease of 99.20% compared to 13,350,633.87 yuan in 2013[37] - The total cash outflow from operating activities was 2,844,858.78 yuan, a decrease of 80.18% compared to 14,351,062.69 yuan in 2013[37] - The company's management expenses decreased by 17.54% to 2,447,069.36 yuan from 2,967,462.23 yuan in 2013[36] - The company's financial expenses improved by 32.95%, resulting in a cost of -43,103.15 yuan compared to -64,285.14 yuan in 2013[36] - The total current assets decreased from CNY 5,822,617.75 at the beginning of the year to CNY 3,083,701.24 by the end of 2014, representing a decline of approximately 47.3%[156] - The total current liabilities also decreased significantly from CNY 457,219.97 to CNY 109,310.07, a reduction of about 76.1%[157] - The company's total assets fell from CNY 5,822,617.75 to CNY 3,083,701.24, indicating a decrease of approximately 47.3%[158] - The total equity attributable to shareholders decreased from CNY 5,365,397.78 to CNY 2,974,391.17, reflecting a decline of about 44.5%[158] - The company reported a cumulative net loss for the past two accounting years, leading to a warning of potential delisting risk from the Shenzhen Stock Exchange[58] Operational Status - The company is currently focused on planning major events, which has led to the cessation of business operations by its wholly-owned subsidiary, Shanghai Xinghong Business Consulting Co., Ltd.[22] - The company has not made substantial progress in restoring its operational and profitability capabilities following its bankruptcy restructuring[13] - The company's operating revenue for the reporting period was zero, as it focused on planning major matters and its wholly-owned subsidiary did not continue business operations[32] - The wholly-owned subsidiary, Shanghai Xinghong Business Information Consulting Co., Ltd., did not conduct any business operations during the reporting period, resulting in a net loss of CNY 831,601.97[55] - The company did not engage in any significant asset acquisitions, sales, or mergers during the reporting period[73][74][75] - The company has not encountered any insider trading issues or regulatory penalties during the reporting period[126] - The company was in a state of planning a major asset restructuring and did not conduct any business operations throughout the year[144] Shareholder and Equity Information - The total number of shares is 413,876,880, with 25.84% (106,939,190 shares) being limited sale shares and 74.16% (306,937,690 shares) being unrestricted sale shares[99] - The largest shareholder, Shanghai Xinyi Industrial Co., Ltd., holds 25.84% (106,938,440 shares) of the total shares[102] - The total number of common stock shareholders is 18,932, with 26,327 preferred shareholders[102] - The company has not experienced any changes in its controlling shareholder during the reporting period[105] - The actual controller of the company is Du Huikai, who is based in Hong Kong and has been involved in real estate and property investment businesses[106] - The company has no shareholders or related parties holding more than 10% of shares[108] - The company did not distribute any dividends or implement capital reserve transfers to increase share capital in the past three years due to continuous negative distributable profits[63] - The company did not hold any equity in other listed companies during the reporting period[49] Audit and Compliance - The auditor issued a disclaimer of opinion for the financial report, which the supervisory board and independent directors acknowledged as reflecting the company's actual situation[92] - The audit committee reviewed the financial statements and confirmed they accurately reflect the company's financial status and operating results[133] - The internal control system was deemed effective, with no significant deficiencies reported during the evaluation period[142] - The audit report issued by the accounting firm was unable to express an opinion due to the lack of sufficient evidence[148] - The company established a system for accountability regarding significant errors in annual report disclosures in March 2010, with no major accounting errors reported during the period[145] Future Outlook and Plans - The company plans to accelerate the fulfillment of commitments by major shareholders and enhance substantive planning efforts in 2015[56] - The company reported a significant uncertainty regarding its ability to continue as a going concern, but plans to implement measures to maintain this capability within the next 12 months[176] - The company has not provided sufficient evidence for its future plans related to the assessment of its ability to continue as a going concern[153] - The company has not disclosed any new product or technology developments, market expansion, or acquisition strategies in the report[153] Financial Reporting and Governance - The financial statements are prepared based on the principle of going concern, reflecting the company's financial position, operating results, and cash flows accurately[177] - The financial reports comply with the requirements of the enterprise accounting standards, ensuring a true and complete reflection of the company's financial status[177] - The company has established a strict management system for related party transactions, ensuring compliance and legality[125] - The company emphasizes the importance of independent directors in decision-making processes, particularly in financial audits and major related transactions[125] - The independent directors attended 7 board meetings and participated in 6 via communication, with no absences reported[130] Cash Flow and Financial Health - The cash flow from operating activities was not reported for the current year, while the previous year recorded 12,586,302.96[164] - The cash inflow from investment activities was 1,600,000.00 yuan, an increase from 1,000,000.00 yuan in the previous period, reflecting improved investment returns[167] - The cash outflow from operating activities totaled 3,296,050.66 yuan, compared to 2,041,200.96 yuan in the previous period, indicating increased operational expenses[166] - The company experienced a decrease in cash and cash equivalents by 2,737,492.13 yuan during the year, highlighting liquidity challenges[166] - The retained earnings showed a significant deficit of CNY -499,638,897.34, indicating ongoing financial challenges[168] - The company continues to face challenges in achieving positive retained earnings, which may impact future investment and growth strategies[171]

Financial Performance - Total assets decreased by 39.30% to CNY 3,534,196.59 compared to the end of the previous year[7]. - Net assets attributable to shareholders decreased by 34.15% to CNY 3,533,195.25 compared to the end of the previous year[7]. - Operating revenue was CNY 0.00, representing a 100.00% decrease year-on-year[7]. - Net loss attributable to shareholders was CNY -737,755.23, a reduction in loss of 20.49% compared to the same period last year[7]. - Basic earnings per share was CNY -0.0018, a reduction in loss of 20.49% compared to the same period last year[7]. - Cash flow from operating activities showed a net outflow of CNY -2,244,913.76, a decrease of 11.23% compared to the previous year[7]. - There are no significant changes expected in the cumulative net profit for the year compared to the previous year, indicating stability in financial performance[18]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 17,302[11]. - The largest shareholder, Shanghai Xinyi Industrial Co., Ltd., held 25.84% of the shares, totaling 106,938,440 shares[11]. - Shanghai Xinyi Industrial Co., Ltd. holds a 25.84% stake in the company and has committed to ensuring the independence of the company in terms of personnel, assets, finance, and operations, while avoiding competition with the company[16]. Management and Operational Changes - The company reported a significant decrease in management expenses by 40.21% to CNY 739,072.66 due to reduced business activities[14]. - The company is undergoing a major asset restructuring with significant uncertainties, leading to a suspension of its stock since April 8, 2014[15]. - The company is currently undergoing a bankruptcy reorganization plan approved by the Chongqing Third Intermediate People's Court, which includes injecting profitable assets into the company[17]. Investment Strategy - The company has not engaged in any securities or derivative investments during the reporting period, reflecting a conservative investment strategy[19][20].

Financial Performance - The company reported zero revenue for the current period, a decrease of 100% compared to 7,158,354.56 yuan in the same period last year[19]. - The net profit attributable to shareholders was -1,094,447.30 yuan, representing a decline of 389.57% from a profit of 377,954.61 yuan in the previous year[19]. - The net cash flow from operating activities was -1,402,489.54 yuan, a decrease of 445.88% compared to 405,480.81 yuan in the same period last year[19]. - The company reported zero revenue in the service and wholesale sectors, indicating a 100% decrease compared to the previous year[31]. - The total operating cost for the consulting services was 9,450,000 RMB, reflecting a 50% decrease year-on-year[31]. - The company reported a net loss of 1,094,447.30 yuan for the current period, which is a decrease in retained earnings[109]. - The company reported a significant increase in other payables from CNY 175,217.86 to CNY 477,571.14, an increase of approximately 172.5%[96]. - The company reported a net profit decrease of 596,583.69 yuan during the current period[113]. - The company reported a significant increase in cash and cash equivalents, indicating strong liquidity management[127]. - The company reported a total of 413,876,880 shares outstanding, with no changes during the reporting period[175]. Assets and Liabilities - Total assets decreased by 24.83% to 4,376,620.81 yuan from 5,822,617.75 yuan at the end of the previous year[19]. - The net assets attributable to shareholders decreased by 20.40% to 4,270,950.48 yuan from 5,365,397.78 yuan at the end of the previous year[19]. - The company's total liabilities at the end of the reporting period were CNY 105,670.33, down from CNY 457,219.97 at the beginning of the period, indicating a reduction of about 77%[94]. - The total owner's equity at the end of the current period is 643,505.75 yuan, reflecting a decrease from the previous year's balance[113]. - The company's total equity attributable to shareholders decreased due to the net loss, impacting overall financial stability[110]. Shareholder Information - The major shareholder, Shanghai Xinyi Industrial Co., Ltd., holds 25.84% of the shares, amounting to 106,938,440 shares[80]. - The total number of shares outstanding is 413,876,880, with 74.16% being unrestricted shares[78]. - The company has not reported any changes in shareholding structure or significant shareholder movements during the period[79]. - The company did not undergo any changes in its controlling shareholder or actual controller during the reporting period[82]. Corporate Governance and Compliance - The company has maintained compliance with corporate governance standards as per regulatory requirements[48]. - The company has not experienced any major litigation or arbitration matters during the reporting period[50]. - There were no significant related party transactions reported during the period[57]. - There were no penalties or rectifications reported during the reporting period[72]. - The company has not faced any delisting risks due to violations during the reporting period[73]. Operational Activities - The company’s main subsidiary, Shanghai Xinghong Business Consulting Co., Ltd., reported no business activity during the current period[27]. - The company has not engaged in any external investments, securities investments, or entrusted financial management during the reporting period[32][34][36]. - The company has not engaged in any asset acquisitions or sales during the reporting period[53][54]. - The company did not generate any revenue from its top five customers during the reporting period[187]. - The company had no new product or technology developments reported during the period[84]. - There were no significant mergers or market expansion strategies mentioned in the report[84]. Expenses and Costs - Management expenses decreased by 30.01% to 1,132,000.03 yuan due to the absence of significant fees such as information disclosure and listing fees[29]. - Operating expenses increased to CNY 1,116,906.90 from CNY 6,387,734.13, reflecting a rise of approximately 17.5%[99]. - Total expenses decreased to ¥1,132,000.03 from ¥1,617,486.13, reflecting a decline of about 30%[191]. - Employee compensation decreased to ¥535,744.16 from ¥951,099.04, a reduction of approximately 43.7%[191]. Government Support - The company received government subsidies amounting to 9,500.00 yuan during the reporting period[23]. - Government grants related to assets are recognized as deferred income and amortized over the useful life of the related assets[156]. - Government subsidies recognized in the current period amounted to ¥9,500.00, down from ¥62,500.00, a decrease of approximately 84.8%[195]. Accounting and Financial Reporting - The financial report for the half-year period was not audited[90]. - The company has not changed its accounting policies or estimates during the reporting period[159]. - The company's financial statements comply with the requirements of the enterprise accounting standards, reflecting its financial status accurately[121]. - The company utilizes the effective interest method for subsequent measurement of financial liabilities, ensuring accurate financial reporting[131]. - The company recognizes revenue from the sale of goods when the significant risks and rewards of ownership have transferred to the buyer[152].

1 星美联合股份有限公司 2014 年第一季度报告正文 星美联合股份有限公司 2014 年第一季度报告正文 证券代码：000892 证券简称：星美联合 公告编号：2014-011 星美联合股份有限公司 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次季报的董事会会议。 公司负责人何家盛、主管会计工作负责人及会计机构负责人(会计主管人员) 童知秋声明：保证季度报告中财务报表的真实、准确、完整。 2 星美联合股份有限公司 2014 年第一季度报告正文 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：股 | 报告期末股东总数 | | | | | | 17,390 | | --- | --- | --- | --- | --- | --- | --- | | | | 前 10 名股东持股情况 | | | | | | 股东名称 | 股东性质 ...

Financial Performance - The company's operating revenue for 2013 was ¥10,965,958.04, a decrease of 5.92% compared to ¥11,655,383.36 in 2012[27]. - The net profit attributable to shareholders was -¥617,753.22, representing a decline of 145.36% from ¥1,362,000.35 in the previous year[27]. - The net cash flow from operating activities was -¥1,000,428.82, a significant drop of 758.90% compared to ¥151,833.89 in 2012[27]. - The total assets at the end of 2013 were ¥5,822,617.75, down 14.12% from ¥6,779,589.17 at the end of 2012[27]. - The net assets attributable to shareholders decreased by 10.32% to ¥5,365,397.78 from ¥5,983,151.00 in 2012[27]. - The company's operating revenue for the reporting period was CNY 10.97 million, a decrease of 5.92% compared to CNY 11.66 million in the same period last year[40]. - Operating profit was CNY -0.40 million, down 123.04% from CNY 1.73 million in the previous year, primarily due to a decline in revenue from the consulting business of its wholly-owned subsidiary[40]. - The company's cash flow from operating activities showed a net outflow of CNY -1.00 million, a significant decrease of 758.90% compared to a net inflow of CNY 0.15 million in the previous year[50]. - The total sales revenue from wholesale was CNY 87.49 million, representing a year-on-year increase of 20.55%[41]. - The consulting service revenue was CNY 2.07 million, a decrease of 53.02% compared to the previous year[52]. - The company reported a net profit for the current period of -371,642.48, a significant decline from a profit of 625,595.64 in the previous period[184]. - The total comprehensive income for the current period is -371,642.48, down from 625,595.64 in the previous period[184]. - The net profit for the current period is -617,753.22, indicating a loss compared to the previous period[194]. Corporate Governance - The company has continuously complied with commitments made to minority shareholders[95]. - The company governance structure complies with the requirements set by the China Securities Regulatory Commission, ensuring effective operation and internal control systems[139]. - The board of directors consists of members with strong professional backgrounds and extensive experience, actively participating in relevant training[140]. - Independent directors play a crucial role in decision-making, particularly in financial audits and major related transactions, ensuring compliance and transparency[140]. - The company strictly adheres to information disclosure obligations, providing accurate and timely information to all investors, enhancing transparency and protecting minority shareholders' rights[140]. - The annual general meeting approved key reports and profit distribution plans, reflecting shareholder engagement and decision-making transparency[143]. - The company held a temporary shareholders' meeting to elect new board members and approve the appointment of the auditing firm for the fiscal year 2013[144]. - Independent directors attended board meetings and shareholder meetings, with no objections raised against company matters during the reporting period[145]. - The independent directors' suggestions were adopted, contributing to the improvement of the company's operational norms and decision-making processes[148]. - The audit committee reviewed the financial statements and confirmed they accurately reflect the company's financial position and operating results[149]. - The company maintains complete independence from its controlling shareholder in business, personnel, assets, organization, and finance, ensuring autonomous operations[151]. - There were no significant internal control deficiencies reported during the evaluation period[160]. Audit and Compliance - The company received an unqualified audit report with an emphasis of matter paragraph from Tianjian Accounting Firm[9]. - The auditor issued an unqualified audit report with an emphasis of matter for the 2013 financial report[98]. - The company appointed Tianjian Accounting Firm as the auditor for the 2013 fiscal year, with an audit fee of 320,000 yuan[96]. - The financial statements were audited by Tianjian Accounting Firm, with a clean audit opinion issued on January 28, 2014[164]. Shareholder Information - The total number of shareholders at the end of the reporting period was 18,429, an increase from 17,833 prior to the annual report disclosure[116]. - Shanghai Xinyi Industrial Co., Ltd. holds 25.84% of shares, totaling 106,938,440 shares, with no changes during the reporting period[116]. - The top ten shareholders include Taiji Group Co., Ltd. with 2.42% (10,000,000 shares) and Yang Chengshe with 2.16% (8,930,000 shares), with some shareholders experiencing reductions in holdings[116]. - Zhejiang International Trade Group Jinxin Asset Management Co., Ltd. reported a decrease of 18,247,831 shares, holding 3,516,420 shares at the end of the period[116]. - The company does not have any strategic investors or general legal persons becoming top ten shareholders through new share placements[116]. - There were no reported related party transactions or agreements among the top ten shareholders[118]. Operational Status - The company is currently in a state of operational suspension following the completion of its bankruptcy reorganization plan and debt settlement[16]. - Major asset restructuring and the transfer of shares by the largest shareholder have not made substantial progress, indicating significant uncertainty[16]. - The company has not established a main business temporarily, and the board will actively promote the continuous operation of its wholly-owned subsidiaries[16]. - The company has not engaged in any investment activities such as entrusted financial management or derivative investments, with all amounts reported as 0.00 yuan[63][62]. - The company has not reported any investigations or penalties against its directors, supervisors, or senior management during the reporting period[100]. - The company has not engaged in any mergers or acquisitions during the reporting period[198]. - The company has not established a performance evaluation and incentive mechanism for senior management[154]. Future Outlook - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves[7]. - The company plans to accelerate the transfer of equity by major shareholders and enhance its self-sustaining capabilities in 2014[68]. - The company has not provided specific guidance for future performance or market expansion strategies[198].