2017 年第一季度报告全文 冠福控股股份有限公司 2017 年第一季度报告 2017-044 2017 年 04 月 1 2017 年第一季度报告全文 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。 公司负责人林文智、主管会计工作负责人张荣华及会计机构负责人(会计主管 人员)蒋朝阳声明：保证季度报告中财务报表的真实、准确、完整。 2 2017 年第一季度报告全文 第二节 公司基本情况 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） | 1,721,231,438.12 | 278,758,375.95 | 517.46% | | 归属于上市公司股东的净利润（元） | 33,397,302.22 | 38,891,560.44 | -14.1 ...

2016 年年度报告全文 冠福控股股份有限公司 2016 年年度报告 2017-032 2017 年 04 月 1 2016 年年度报告全文 第一节 重要提示、目录和释义 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。 公司负责人林文智、主管会计工作负责人张荣华及会计机构负责人(会计主管 人员)蒋朝阳声明：保证年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本报告的董事会会议。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 2016 年年度报告全文 风险提示 1、矿业的经营风险。燊乾矿业在金矿开采方面缺乏技术人才与管理经验， 因此燊乾矿业存在经营风险；黄金价格虽然在回升，但并未达到燊乾矿业可以大 幅度盈利的价位，未来何时能够达到燊乾矿业期望的黄金价格存在不确定性；根 据《陕西省安康市汉滨区沈坝金矿详查地质报告》，燊乾矿业《采矿许可证》所 载明的资源储量预估值可能与实际开采量存在较大差异的风险。 2、经营管理风险。公司已成为投资控股型企业，通过"内生性"增长和"外 延式"并购，形 ...

2016 年第三季度报告正文 证券代码：002102 证券简称：冠福股份 公告编号：2016-134 冠福控股股份有限公司 2016 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。 公司负责人林文智、主管会计工作负责人张荣华及会计机构负责人(会计主管人员)蒋朝 阳声明：保证季度报告中财务报表的真实、准确、完整。 1 2016 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） | 4,791,889,903.19 | 4,871,709,219.66 | | -1.64% | | 归属于上市公司股东的 净资产（元） | 3,025,27 ...

2016 年半年度报告全文 冠福控股股份有限公司 2016 年半年度报告 2016-107 2016 年 08 月 1 2016 年半年度报告全文 第一节 重要提示、目录和释义 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。 所有董事均已出席了审议本报告的董事会会议。 公司经本次董事会审议通过的利润分配预案为：以 728,727,553 为基数，向全体股东每 10 股派发现金红利 0 元（含税），送红股 0 股（含税），以资本公积金向全体股东每 10 股转 增 20 股。 公司负责人林文智、主管会计工作负责人张荣华及会计机构负责人(会计主管人员)蒋朝 阳声明：保证本半年度报告中财务报告的真实、准确、完整。 2 | | | | 2016 | 半年度报告 2 | | | --- | --- | --- | | 第一节 | 重要提示、目录和释义 5 | | | 第二节 | 公司简介 7 | | | 第三节 | 会计数据和财务指标摘要 9 | | | 第四节 | 董事会报告 | 21 | | 第五节 | 重要事项 ...

2015 年年度报告全文 福建冠福现代家用股份有限公司 2015 年度报告 2016-036 2016 年 04 月 1 2015 年年度报告全文 第一节 重要提示、目录和释义 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。 公司负责人林文智、主管会计工作负责人张荣华及会计机构负责人(会计主管人员)蒋朝 阳声明：保证年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本报告的董事会会议。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | 第一节 | 重要提示、目录和释义 | 2 | | --- | --- | --- | | 第二节 | 公司简介和主要财务指标 | 6 | | 第三节 | 公司业务概要 | 11 | | 第四节 | 管理层讨论与分析 | 14 | | 第五节 | 重要事项 | 31 | | 第六节 | 股份变动及股东情况 | 52 | | 第七节 | 优先股相关情况 | 60 | | 第八节 | 董事、监事、高级管理人员和员工情况 | 61 | | 第九节 | 公司治 ...

2016 年第一季度报告全文 福建冠福现代家用股份有限公司 2016 年第一季度报告 2016-038 2016 年 04 月 1 2016 年第一季度报告全文 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。 | | 本报告期 | 上年同期 | 本报告期比上年同 | | --- | --- | --- | --- | | | | | 期增减 | | 营业收入（元） | 278,758,375.95 | 378,777,003.63 | -26.41% | | 归属于上市公司股东的净利润（元） | 38,891,560.44 | 24,422,145.63 | 59.25% | | 归属于上市公司股东的扣除非经常 性损益的净利润（元） | 36,269,708.35 | 22,299,891.50 | 62.65% | | 经营活动产生的现金流量净额（元） | -85,045,964.24 | 101,693,730.48 | -183.63% | | 基本每股收益（元/股） | 0.053 ...

[Important Notices, Contents and Definitions](index=2&type=section&id=Section%201.%20Important%20Notices%2C%20Contents%20and%20Definitions) [Important Notices](index=2&type=section&id=Important%20Notices) The company's management guarantees the truthfulness, accuracy, and completeness of the annual report and plans no profit distribution for 2015 - The company's management ensures the authenticity, accuracy, and completeness of the annual report's content and assumes corresponding legal responsibilities[4](index=4&type=chunk) - The company's profit distribution plan for 2015 is to not pay cash dividends, issue bonus shares, or convert capital reserves into share capital[6](index=6&type=chunk) [Significant Risk Warning](index=5&type=section&id=Significant%20Risk%20Warning) The company faces multiple risks including macroeconomic downturns, related-party fund occupation, mining uncertainties, and cross-industry M&A integration - The company is exposed to macroeconomic risks from the domestic economic downturn, falling commodity prices, and international financial market volatility[13](index=13&type=chunk) - As of March 31, 2016, there was **283 million yuan** in non-operational fund occupation by related parties, which could trigger a special treatment warning for the company's stock if not repaid on time[13](index=13&type=chunk) - The mining business faces multiple risks such as mining license renewal, lack of management experience, low gold prices, and reserve uncertainties[14](index=14&type=chunk) - The company is transitioning into an investment holding entity focusing on the healthcare sector, facing uncertainties in cross-industry M&A integration, operational management, and technology[14](index=14&type=chunk) [Company Profile and Key Financial Indicators](index=6&type=section&id=Section%202.%20Company%20Profile%20and%20Key%20Financial%20Indicators) [Key Accounting Data and Financial Indicators](index=7&type=section&id=VI.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) In 2015, revenue decreased while net profit surged due to non-recurring gains, with operating cash flow turning positive and both total and net assets growing 2015 Key Financial Indicators | Indicator | 2015 | 2014 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Operating Revenue (Yuan)** | 1,316,233,434.12 | 1,873,934,504.50 | -29.76% | | **Net Profit Attributable to Shareholders (Yuan)** | 193,289,904.47 | 5,691,152.84 | 3,296.32% | | **Net Profit Attributable to Shareholders (Non-recurring items deducted) (Yuan)** | -32,004,518.04 | -78,347,175.03 | 59.15% | | **Net Cash Flow from Operating Activities (Yuan)** | 67,966,922.41 | -167,495,961.55 | 140.58% | | **Basic Earnings Per Share (Yuan/Share)** | 0.27 | 0.01 | 2,600.00% | | **Weighted Average Return on Equity** | 7.53% | 0.85% | Increased by 6.68 percentage points | | **Total Assets (Yuan)** | 4,871,709,219.66 | 4,462,432,173.46 | 9.17% | | **Net Assets Attributable to Shareholders (Yuan)** | 2,865,971,751.97 | 2,031,797,561.37 | 41.06% | [Key Financial Indicators by Quarter](index=8&type=section&id=VIII.%20Key%20Financial%20Indicators%20by%20Quarter) The company's fourth-quarter net profit grew significantly to 139 million yuan, driven by non-recurring gains, while its recurring business recorded the largest loss in Q4 2015 Quarterly Financial Indicators (Unit: Yuan) | Indicator | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenue** | 378,777,003.63 | 491,171,948.21 | 118,628,321.28 | 327,656,161.00 | | **Net Profit Attributable to Shareholders** | 24,422,145.63 | 4,671,715.66 | 24,729,959.08 | 139,466,084.10 | | **Net Profit Attributable to Shareholders (Non-recurring items deducted)** | 22,299,891.50 | -16,591,124.73 | 23,675,218.71 | -61,388,503.52 | | **Net Cash Flow from Operating Activities** | 101,693,730.48 | 30,933,813.48 | -13,069,279.92 | -51,591,341.63 | [Non-recurring Profit and Loss Items and Amounts](index=9&type=section&id=IX.%20Non-recurring%20Profit%20and%20Loss%20Items%20and%20Amounts) Non-recurring gains totaled 225 million yuan in 2015, primarily from a 135 million yuan investment gain on the disposal of household goods subsidiaries 2015 Major Non-recurring Profit and Loss Items (Unit: Yuan) | Item | 2015 Amount | Description | | :--- | :--- | :--- | | **Gains/Losses on Disposal of Non-current Assets** | 135,353,856.25 | Mainly investment income from the disposal of 100% equity in household goods production and distribution enterprises | | **Government Grants Included in Current Profit/Loss** | 75,848,161.39 | Mainly government grants received by subsidiary NERTAC | | **Gains/Losses from Fair Value Changes of Investment Properties** | 37,150,982.51 | Mainly due to the increase in the fair value of investment properties of subsidiary Shanghai Wutian | | **Total** | **225,294,422.51** | -- | [Company Business Summary](index=11&type=section&id=Section%203.%20Company%20Business%20Summary) [Principal Business](index=11&type=section&id=I.%20Principal%20Business%20of%20the%20Company%20during%20the%20Reporting%20Period) The company's diversified business includes pharmaceutical intermediates, household goods, and mining, with a core strategy of divesting traditional segments to focus on high-value industries - In December 2015, the company resolved via a shareholders' meeting to divest its household goods manufacturing and distribution businesses, including daily-use ceramics and bamboo products, as well as its commodity trading business[33](index=33&type=chunk)[34](index=34&type=chunk) - Post-divestment, the company retained and focused on three main business segments: R&D and production of pharmaceutical intermediates, gold mining, and investment property leasing[33](index=33&type=chunk)[34](index=34&type=chunk) [Significant Changes in Major Assets](index=12&type=section&id=II.%20Significant%20Changes%20in%20Major%20Assets) The divestment of 16 subsidiaries related to the household goods business led to significant reductions in key balance sheet items like fixed assets, inventory, and receivables Major Asset Changes Due to Divestment | Major Asset | Description of Significant Change | | :--- | :--- | | **Fixed Assets** | Decreased accordingly due to the divestment of 16 subsidiaries | | **Intangible Assets** | Decreased accordingly due to the divestment of 16 subsidiaries | | **Accounts Receivable** | Decreased accordingly due to the divestment of 16 subsidiaries | | **Accounts Payable** | Decreased accordingly due to the divestment of 16 subsidiaries | | **Inventory** | Decreased accordingly due to the divestment of 16 subsidiaries | [Core Competitiveness Analysis](index=12&type=section&id=III.%20Core%20Competitiveness%20Analysis) Post-divestment, the company's core competitiveness lies in its subsidiary NERTAC, which boasts a strong R&D team and experienced management, creating significant technological and cost advantages - The R&D team of core subsidiary NERTAC is led by Dr. Cai Dongwei, a recipient of the national "Thousand Talents Program" award, possessing world-class capabilities in new chemical drug synthesis technology R&D[37](index=37&type=chunk) - NERTAC's Chairman, Mr. Chen Liequan, is an expert receiving a special allowance from the State Council with decades of production management experience in the chemical industry, specializing in process innovation[37](index=37&type=chunk) - The company emphasizes cost and environmental protection when developing new synthesis processes, giving its products significant technological leadership and cost advantages[38](index=38&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Section%204.%20Management%20Discussion%20and%20Analysis) [Overview](index=14&type=section&id=I.%20Overview) In 2015, the company successfully transformed into a healthcare-focused investment holding firm through strategic M&A and divestitures, achieving a net profit of 193 million yuan despite lower revenue - The company completed its strategic transformation into an investment holding enterprise, with a future focus on the healthcare sector as its core business[41](index=41&type=chunk) - During the reporting period, the company completed fundraising for the NERTAC acquisition, divested 16 subsidiaries with traditional businesses, and sought new M&A opportunities in the healthcare sector[42](index=42&type=chunk) 2015 Business Performance Overview | Indicator | Amount | Y-o-Y Change | | :--- | :--- | :--- | | **Operating Revenue** | 1.316 billion Yuan | -29.76% | | **Net Profit Attributable to Parent** | 193 million Yuan | +3,296.32% | | **Total Assets** | 4.872 billion Yuan | - | | **Net Assets** | 2.909 billion Yuan | - | [Analysis of Main Business Operations](index=14&type=section&id=II.%20Analysis%20of%20Main%20Business%20Operations) The company's revenue structure shifted significantly in 2015, with pharmaceutical intermediates becoming the new growth driver, while revenue from the legacy trading and household goods businesses declined sharply 2015 Revenue Composition (by Industry) | Industry | Operating Revenue (Yuan) | % of Total Revenue | Gross Margin | Revenue Y-o-Y Change | | :--- | :--- | :--- | :--- | :--- | | **Pharmaceutical Intermediates** | 409,695,110.26 | 31.13% | 43.66% | - | | **Trading Business** | 454,966,507.27 | 34.57% | 0.12% | -65.65% | | **Household Goods Distribution** | 388,801,269.34 | 29.54% | 22.06% | -21.28% | | **Rental and Property Income** | 60,535,296.22 | 4.60% | - | 18.12% | | **Gold Mining** | 2,235,251.03 | 0.17% | - | -48.42% | - Due to the divestment of 16 subsidiaries, the company's scope of consolidation changed in 2015, and their balance sheets are no longer included in the consolidated statements[52](index=52&type=chunk) - Sales to the **top five customers** accounted for **22.12%** of total annual sales, while purchases from the **top five suppliers** accounted for **55.31%** of total annual purchases[54](index=54&type=chunk) [Expense Analysis](index=18&type=section&id=3.%20Expenses) The company's selling, general & administrative, and financial expenses all increased in 2015, primarily due to the consolidation of NERTAC's income statement items 2015 Period Expense Changes | Expense Item | 2015 (Yuan) | 2014 (Yuan) | Y-o-Y Change | Main Reason | | :--- | :--- | :--- | :--- | :--- | | **Selling Expenses** | 112,406,065.03 | 95,744,384.92 | 17.40% | Consolidation of NERTAC's income statement items | | **Administrative Expenses** | 121,461,677.66 | 98,199,513.83 | 23.69% | Consolidation of NERTAC's income statement items | | **Financial Expenses** | 90,734,391.74 | 80,934,252.93 | 12.11% | Consolidation of NERTAC's income statement items | [R&D Investment](index=19&type=section&id=4.%20R&D%20Investment) R&D investment surged by 198.42% to 16.83 million yuan in 2015, driven by subsidiary NERTAC, with 41.49% of the expenditure being capitalized 2015 R&D Investment Details | Indicator | 2015 | 2014 | Change | | :--- | :--- | :--- | :--- | | **R&D Investment Amount (Yuan)** | 16,827,273.02 | 5,638,744.63 | 198.42% | | **R&D Investment as % of Operating Revenue** | 1.28% | 0.30% | Increased by 0.98 percentage points | | **Capitalized R&D Investment (Yuan)** | 6,981,262.93 | 0.00 | 100.00% | | **Capitalized R&D as % of Total R&D** | 41.49% | 0.00% | Increased by 41.49 percentage points | - The significant increase and capitalization of R&D investment were mainly due to the consolidation of NERTAC's R&D projects, including synthesis processes for C001 and 2,6-dimethylphenol[58](index=58&type=chunk)[59](index=59&type=chunk) [Cash Flow Analysis](index=19&type=section&id=5.%20Cash%20Flow) The company's cash flow improved significantly in 2015, with operating cash flow turning positive and financing cash flow increasing due to a private placement, though investing cash outflow surged 2015 Cash Flow Statement Highlights (Unit: Yuan) | Item | 2015 | 2014 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Net Cash Flow from Operating Activities** | 67,966,922.41 | -167,495,961.55 | 140.58% | | **Net Cash Flow from Investing Activities** | -647,591,625.96 | -64,548,573.78 | -903.26% | | **Net Cash Flow from Financing Activities** | 635,534,350.77 | 202,838,845.51 | 213.32% | | **Net Increase in Cash and Cash Equivalents** | 57,203,374.00 | -29,228,335.73 | 295.71% | - A significant discrepancy exists between net operating cash flow (68 million yuan) and net profit (191 million yuan), mainly due to large non-cash items such as the **135 million yuan investment gain** from divesting 16 subsidiaries and the **37 million yuan gain** from fair value changes in investment properties[64](index=64&type=chunk) [Analysis of Non-core Business](index=20&type=section&id=III.%20Analysis%20of%20Non-core%20Business) Non-core business activities, particularly the 134 million yuan gain from divesting 16 subsidiaries, were the primary contributors to the company's profit in 2015 2015 Major Non-core Business Profit/Loss Items (Unit: Yuan) | Item | Amount | % of Total Profit | Reason | Sustainability | | :--- | :--- | :--- | :--- | :--- | | **Investment Income** | 134,055,645.30 | 59.34% | Gain from the disposal of equity in 16 subsidiaries | Not sustainable | | **Gains from Fair Value Changes** | 37,150,982.51 | 16.44% | Increase in fair value of investment properties of subsidiary Shanghai Wutian | Not sustainable | | **Non-operating Income** | 75,900,742.88 | 33.60% | Mainly government subsidy income | Not sustainable | [Analysis of Asset and Liability Status](index=21&type=section&id=IV.%20Analysis%20of%20Asset%20and%20Liability%20Status) The company's asset structure changed significantly by year-end 2015 due to business divestments, with investment properties becoming a major asset class and long-term debt increasing Major Asset Composition Changes at Year-end 2015 | Asset Item | % of Total Assets at YE 2015 | % of Total Assets at YE 2014 | Reason for Change | | :--- | :--- | :--- | :--- | | **Inventory** | 2.15% | 9.04% | Significant decrease due to subsidiary divestment | | **Fixed Assets** | 9.01% | 15.82% | Significant decrease due to subsidiary divestment | | **Investment Properties** | 19.74% | 18.58% | Fair value increased due to valuation appraisal | | **Accounts Receivable** | 3.51% | 6.04% | Decrease due to subsidiary divestment | - The company's only asset measured at fair value is investment property, with a year-end balance of **962 million yuan** and a fair value change gain of **37 million yuan** for the period[72](index=72&type=chunk) [Future Development Outlook](index=28&type=section&id=IX.%20Future%20Development%20Outlook%20of%20the%20Company) The company will focus on the healthcare industry, pursuing growth through both organic expansion and strategic acquisitions while enhancing internal controls - NERTAC plans to complete and commission several new projects in 2016, including statin, pentafluorophenol, and PPO projects, to expand capacity and develop new products[85](index=85&type=chunk) - The company will upgrade the Shanghai "China Dream Valley" into a cultural and creative health park and establish a biomedical postdoctoral workstation to attract research projects and build a pipeline for future M&A[86](index=86&type=chunk) - Due to low gold prices, Shenqian Mining will focus on exploration and seek M&A or restructuring opportunities with other listed companies to achieve asset securitization[87](index=87&type=chunk)[88](index=88&type=chunk) - The company will continue to leverage its listed status for M&A to advance its healthcare industry chain strategy, with a planned major asset restructuring of Shanghai Sumi Information Technology Co, Ltd in 2016[89](index=89&type=chunk) [Significant Matters](index=30&type=section&id=Section%205.%20Significant%20Matters) [Profit Distribution](index=30&type=section&id=I.%20Profit%20Distribution%20of%20Common%20Shares%20and%20Conversion%20of%20Capital%20Reserve%20to%20Share%20Capital) The company has not conducted any form of profit distribution for three consecutive years (2013-2015), and the proposal for 2015 continues this policy - The company's profit distribution plans for 2013, 2014, and 2015 were all to not pay cash dividends, issue bonus shares, or convert capital reserves into share capital[94](index=94&type=chunk) [Fulfillment of Commitments](index=31&type=section&id=III.%20Fulfillment%20of%20Commitments) All performance commitments related to the major asset restructuring were met during the reporting period, with both NERTAC and the remaining company exceeding their profit targets 2015 Performance Commitment Fulfillment | Committing Party | Commitment Content | 2015 Promised Performance (10,000 Yuan) | 2015 Actual Performance (10,000 Yuan) | Fulfilled | | :--- | :--- | :--- | :--- | :--- | | **Original Shareholders of NERTAC** | Net profit realized by NERTAC | 18,167 | 18,685.36 | Yes | | **Company's Actual Controller** | Company's net profit excluding NERTAC's impact not less than | 500 | 917.9 | Yes | [Non-operational Fund Occupation by Controlling Shareholder and Related Parties](index=35&type=section&id=IV.%20Non-operational%20Fund%20Occupation%20by%20the%20Controlling%20Shareholder%20and%20its%20Related%20Parties) As of year-end 2015, related parties occupied 769 million yuan of the company's funds non-operationally, primarily arising from the asset divestment process Non-operational Fund Occupation (Unit: 10,000 Yuan) | Occupying Party | Year-end Occupied Amount | Reason | | :--- | :--- | :--- | | **Fujian Guanfu Industrial Co, Ltd** | 33,865.63 | Fund transfers during the asset divestment transition period | | **Fujian Tongfu Industrial Co, Ltd** | 43,000.00 | Equity and debt transfer payment | | **Total** | **76,865.63** | -- | [Major Asset and Equity Disposals](index=25&type=section&id=VI.%20Major%20Asset%20and%20Equity%20Disposals) In December 2015, the company sold 16 subsidiaries for 430 million yuan, generating a net profit of approximately 135 million yuan and marking a key step in its strategic transformation - The company sold the equity and related claims of 16 subsidiaries to Fujian Tongfu Industrial Co, Ltd, a related party controlled by one of the actual controllers, Lin Wenhong, constituting a related-party transaction[80](index=80&type=chunk)[83](index=83&type=chunk)[118](index=118&type=chunk) Major Asset Disposal Overview | Transaction Subject | Counterparty | Transaction Price (10,000 Yuan) | Transaction Gain/Loss (10,000 Yuan) | | :--- | :--- | :--- | :--- | | Equity and related claims of 16 subsidiaries | Fujian Tongfu Industrial Co, Ltd | 43,000 | 13,545.43 | - This transaction was aimed at divesting traditional, loss-making businesses in highly competitive markets to optimize resource allocation and focus on the healthcare industry, thereby improving the company's asset quality and profitability[80](index=80&type=chunk)[118](index=118&type=chunk) [Changes in Share Capital and Shareholders](index=51&type=section&id=Section%206.%20Changes%20in%20Share%20Capital%20and%20Shareholders) [Changes in Share Capital](index=51&type=section&id=I.%20Changes%20in%20Share%20Capital) The company's total share capital increased from 629 million to 729 million shares due to a private placement associated with a major asset restructuring in 2014 - The company's total share capital increased by **99,833,610 shares** to a total of 728,727,553 shares at year-end, resulting from a share issuance to raise supporting funds[155](index=155&type=chunk)[163](index=163&type=chunk) - The newly issued **99,833,610 shares**, classified as restricted tradable shares, were listed on the Shenzhen Stock Exchange on April 1, 2015[155](index=155&type=chunk)[157](index=157&type=chunk) [Shareholders and Actual Controllers](index=54&type=section&id=III.%20Shareholders%20and%20Actual%20Controllers) As of year-end 2015, the company had 54,515 shareholders, with the Lin family acting in concert as the controlling shareholders, leading to a concentrated equity structure Top 5 Shareholders' Holdings as of Year-end 2015 | Shareholder Name | Shareholding Ratio | Number of Shares Held | Share Type | | :--- | :--- | :--- | :--- | | **Lin Fuchun** | 13.87% | 101,079,002 | 45.0 million restricted, 56.1 million tradable | | **Chen Liequan** | 12.96% | 94,466,350 | Restricted Shares | | **Wenzhou (Shanghai) Industrial Co, Ltd** | 7.52% | 54,833,610 | Restricted Shares | | **Lin Wenzhi** | 5.22% | 38,036,118 | Restricted Shares | | **Lin Wenchang** | 4.90% | 35,726,442 | Restricted Shares | - The company's controlling shareholders and actual controllers are Lin Fuchun and his three sons, Lin Wenchang, Lin Wenhong, and Lin Wenzhi, who are related parties and act in concert[165](index=165&type=chunk)[657](index=657&type=chunk) [Directors, Supervisors, Senior Management and Employees](index=60&type=section&id=Section%208.%20Directors%2C%20Supervisors%2C%20Senior%20Management%20and%20Employees) [Employee Information](index=66&type=section&id=V.%20Company%20Employees) At the end of the reporting period, the company had 845 employees, with production staff forming the largest group and nearly 80% of the workforce holding a high school degree or below Employee Professional Composition | Category | Number of People | | :--- | :--- | | **Production Staff** | 546 | | **Sales Staff** | 54 | | **Technical Staff** | 102 | | **Financial Staff** | 59 | | **Administrative Staff** | 84 | | **Total** | **845** | Employee Educational Level | Education Level | Number of People | | :--- | :--- | | **High School and Below** | 674 | | **Junior College** | 81 | | **Bachelor's Degree** | 83 | | **Master's Degree** | 5 | | **Doctoral Degree** | 2 | | **Total** | **845** | [Corporate Governance](index=69&type=section&id=Section%209.%20Corporate%20Governance) [Basic Situation of Corporate Governance](index=69&type=section&id=I.%20Basic%20Situation%20of%20Corporate%20Governance) The company operated in strict compliance with relevant laws and regulations, continuously improving its corporate governance structure and internal control systems during the reporting period - The company operates in strict accordance with legal and regulatory requirements, with the Shareholders' Meeting, Board of Directors, Board of Supervisors, and various committees functioning properly and in a standardized manner[200](index=200&type=chunk) - The actual state of the company's corporate governance does not materially differ from the normative documents on corporate governance for listed companies issued by the China Securities Regulatory Commission[205](index=205&type=chunk) [Financial Report](index=81&type=section&id=Section%2010.%20Financial%20Report) [Auditor's Report](index=81&type=section&id=I.%20Auditor's%20Report) Zhongxingcai Guanghua Certified Public Accountants issued a standard unqualified audit opinion on the company's 2015 financial statements - The auditing firm was Zhongxingcai Guanghua Certified Public Accountants (Special General Partnership)[227](index=227&type=chunk) - The audit opinion was a **standard unqualified audit opinion**[227](index=227&type=chunk)[231](index=231&type=chunk) [Financial Statements](index=82&type=section&id=II.%20Financial%20Statements) As of year-end 2015, the company's total assets were 4.87 billion yuan, with total liabilities of 1.96 billion yuan and net profit attributable to parent company owners of 193 million yuan 2015 Consolidated Financial Statement Core Data (Unit: Yuan) | Item | Year-end Balance / Current Period Amount | | :--- | :--- | | **Total Assets** | 4,871,709,219.66 | | **Total Liabilities** | 1,962,725,563.77 | | **Total Equity Attributable to Parent Company Owners** | 2,865,971,751.97 | | **Total Operating Revenue** | 1,316,233,434.12 | | **Net Profit Attributable to Parent Company Owners** | 193,289,904.47 | | **Net Cash Flow from Operating Activities** | 67,966,922.41 | [Notes to Consolidated Financial Statement Items](index=127&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) The notes detail significant balance sheet changes, including a 962 million yuan investment property at fair value, 1.37 billion yuan in goodwill from the NERTAC acquisition, and 769 million yuan in other receivables from related parties due to asset divestment - Other receivables surged to **874 million yuan** at year-end, mainly comprising **430 million yuan** in equity transfer payments receivable from Fujian Tongfu Industrial and **339 million yuan** in loans to Fujian Guanfu Industrial[400](index=400&type=chunk)[403](index=403&type=chunk) - Investment properties are measured at fair value, with a year-end value of **962 million yuan**, which increased by 133 million yuan during the period due to reclassification from owner-occupied property and fair value changes[436](index=436&type=chunk)[438](index=438&type=chunk) - The carrying amount of goodwill at year-end was **1.372 billion yuan**, primarily consisting of **1.371 billion yuan** from the acquisition of NERTAC, after a decrease of 19 million yuan from the divestment of subsidiaries[468](index=468&type=chunk)

2015 年第三季度报告正文 证券代码：002102 证券简称：冠福股份 公告编号：2015-090 福建冠福现代家用股份有限公司 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。 公司负责人林文智、主管会计工作负责人张荣华及会计机构负责人(会计主管人员)蒋朝 阳声明：保证季度报告中财务报表的真实、准确、完整。 1 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） | 4,865,506,014.77 | | 4,462,432,173.46 | 9.03% | | 归属于上市公司股东的净资 产（元） | 2,672 ...

Financial Performance - The company's operating revenue for the first half of 2015 was approximately ¥869.95 million, representing a 27.19% increase compared to ¥683.97 million in the same period last year[24]. - The net profit attributable to shareholders for the first half of 2015 was approximately ¥29.09 million, a significant increase of 1,043.54% from ¥2.54 million in the previous year[24]. - The net cash flow from operating activities reached approximately ¥132.63 million, a 242.83% increase compared to a negative cash flow of ¥92.85 million in the same period last year[24]. - The total assets at the end of the reporting period were approximately ¥4.69 billion, reflecting a 5.04% increase from ¥4.46 billion at the end of the previous year[24]. - The net assets attributable to shareholders increased by 30.31% to approximately ¥2.65 billion from ¥2.03 billion at the end of the previous year[24]. - The basic earnings per share for the first half of 2015 were ¥0.04, a 545.16% increase from ¥0.0062 in the same period last year[24]. - The company reported a significant increase in financial expenses by 6.32% to CNY 46.12 million, attributed to the consolidation of EnerTech's financials[35]. - The company reported a significant increase in revenue from pharmaceutical intermediates, achieving a gross margin of 57.50%[44]. - The company reported a total profit for the first half of 2015 reached CNY 42,978,729.62, a notable increase from CNY 5,919,053.88 in the same period of 2014[148]. - The net profit attributable to shareholders of the parent company was CNY 29,093,861.29, compared to CNY 2,544,192.91 in the previous year[149]. Strategic Initiatives - The company plans not to distribute cash dividends or issue bonus shares for the reporting period[6]. - The company plans to divest traditional manufacturing assets, including ceramics and bamboo processing, to focus on the pharmaceutical and health sectors[32]. - The company is investing CNY 100 million in EnerTech's project to produce 40,000 tons of para-cresol, a key intermediate for new antiviral drugs[38]. - The company is developing the "China Dream Valley" innovation and entrepreneurship park, aligning with national strategies to promote innovation[38]. - The company plans to temporarily use up to CNY 80 million of idle raised funds to supplement working capital, with a repayment period set from April 7, 2015, to April 6, 2016[57]. - The company has made profit commitments for the years 2014, 2015, and 2016, with net profit targets of RMB 15,030 million and RMB 18,167 million respectively, and a cumulative target of RMB 22,722 million[97]. - The company plans to distribute dividends in cash, with a minimum of 20% of the distributable profit for the year, ensuring sufficient cash for dividend payments[100]. Risks and Challenges - The company faces risks related to accounts receivable, with a net value of approximately ¥263.64 million, accounting for 5.62% of total assets and 30.31% of operating revenue[13]. - The company has experienced challenges in traditional distribution models due to the rise of e-commerce and increasing costs in raw materials, labor, and logistics[13]. - The company has engaged in cross-industry acquisitions, which may pose operational integration risks due to differences in business models and management practices[13]. Asset Management - The company has successfully completed a major asset restructuring, acquiring 100% of EnerTech's shares, enhancing its strategic positioning in the pharmaceutical industry[38]. - The company reported a significant decrease in other payables, dropping to CNY 194,826,951.12 from CNY 646,463,811.66, a decline of approximately 69.91%[140]. - The company has not made any asset acquisitions or sales during the reporting period[74][75]. - The company’s restructuring involved acquiring 100% equity of Nengte Technology[120]. Shareholder Information - Major shareholders include Lin Fuchun with 13.87% and Chen Liequan with 12.96%, both of whom have pledged their shares[125]. - The company’s shareholding structure showed a significant increase in domestic natural person holdings to 47.02% post-restructuring[120]. - The company reported a total capital of RMB 728,727,553.00 as of June 30, 2015, with a total share capital of 728,727,553 shares[175]. Legal and Compliance - The company is involved in a legal dispute regarding the equity transfer of its subsidiary, which remains unresolved as of the report date[103]. - There were no major litigation or arbitration matters during the reporting period[72]. - The company has not engaged in any related party guarantees during the reporting period, maintaining a clear separation in financial dealings[92]. Financial Reporting and Governance - The financial report for the first half of 2015 was not audited[137]. - The governance structure of the company complies with the relevant regulations and does not have unresolved governance issues[71]. - The company adheres to the Chinese accounting standards, ensuring the financial statements reflect a true and complete picture of its financial status[180].

Financial Performance - The company's operating revenue for 2014 was CNY 1,873,934,504.50, representing a 0.36% increase compared to 2013[24]. - The net profit attributable to shareholders decreased by 79.70% to CNY 5,691,152.84 in 2014[24]. - The basic earnings per share for 2014 was CNY 0.01, down 85.71% from the previous year[24]. - The company's main business revenue for 2014 was CNY 1,800,149,325.75, a decrease of 1.36% compared to the previous year[43]. - The household goods distribution revenue decreased by 8.43% to CNY 471,367,896.39, while trade business revenue increased by 1.08% to CNY 1,324,447,843.87[43]. - Other business revenue grew by 75.13% to CNY 73,785,178.75, driven by a 35.07% increase in rental income and a 438.18% increase in material sales[44]. - The company reported a significant increase in net assets attributable to shareholders, rising by 210.36% to CNY 2,031,797,561.37[24]. - The company's net assets increased by 201.28% year-on-year, reaching approximately 2.06 billion[53]. - The total revenue for the year was approximately 1.87 billion, a slight increase of 0.36% compared to the previous year[53]. Cash Flow and Investments - The net cash flow from operating activities was negative at CNY -167,495,961.55, a decline of 434.63% from the previous year[24]. - Investment activities generated a net cash outflow of approximately 64.55 million, a decrease of 125.03% year-on-year, mainly due to the acquisition of a 100% stake in a mining company[56]. - Financing activities generated a net cash inflow of approximately 202.84 million, an increase of 783.27% year-on-year, primarily due to increased financing from financial institutions[57]. - The company reported a total of 22 subsidiaries included in the consolidation scope for the fiscal year 2014, with an increase of 3 and a decrease of 1 during the reporting period[120]. Strategic Acquisitions and Business Expansion - The company has entered the pharmaceutical intermediate industry through an acquisition, marking its first venture into this sector, which presents operational risks due to lack of experience[14]. - The acquisition of Nengte Technology, valued at CNY 1.8 billion, was approved, with expected net profits of CNY 150.3 million, CNY 181.67 million, and CNY 227.22 million for 2014, 2015, and 2016 respectively[35]. - The company completed a major asset restructuring by issuing 219,633,943 shares to acquire 100% of Nengte Technology, which was registered on December 24, 2014, and listed on the Shenzhen Stock Exchange on December 31, 2014[165][167]. - The company aims to diversify its operations into ceramics, pharmaceutical intermediates, industrial parks, and mining investments to mitigate risks associated with single business operations[124]. - The company plans to focus on the integration and management of Nengte Technology to enhance operational efficiency and profitability[108]. Market and Competitive Environment - The company faces intensified domestic market competition due to external sales environment challenges, prompting a focus on developing suitable products and enhancing marketing efforts[14]. - The company is focusing on the health industry as a long-term growth area due to rising living standards and an aging population in China[34]. - The ceramics industry is undergoing a structural upgrade, with increasing consumer demand for high-end products, leading to a trend towards diversification and personalization[91]. - The company faces challenges from intensified competition in the ceramics industry, with many manufacturers and low brand concentration[92]. - The company is positioned to benefit from the increasing urbanization and rising consumer spending power in China, providing a larger market for ceramic products[92]. Risk Management and Internal Controls - The company has identified risks related to the management of its mining subsidiary, including potential discrepancies in resource estimates and the impact of low gold prices[14]. - The company is focusing on enhancing internal controls and management efficiency through the implementation of an OA collaborative office management system[42]. - The fluctuation in raw material and energy prices significantly impacts the company's cost structure, necessitating cost control measures through product structure optimization and consumption management[93]. - The company aims to enhance its financial quality and reduce debt through capital market operations, including mergers and acquisitions[34]. Corporate Governance and Shareholder Structure - The company has not undergone any changes in its controlling shareholders during the reporting period[178]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to 1.352 million yuan, with an additional 36,000 yuan from the shareholder unit, totaling 1.388 million yuan[197]. - The company has maintained a consistent governance structure with a focus on transparency in remuneration practices[197]. - The company’s top ten shareholders include several investment partnerships, indicating a diverse shareholder base[176]. Future Outlook and Strategic Goals - The company plans to transform from traditional manufacturing to the health industry, focusing on pharmaceutical intermediates and diversified operations[31]. - The company aims to enhance the management and training of high-end technical and managerial talents to support its growth and product diversification[93]. - The company plans to leverage the "Internet+" concept to transform its ceramic manufacturing and distribution business, while also optimizing asset allocation in this sector[94]. - The company aims to enhance its industry layout through strategic investments and project terminations as necessary[145].