Important Notice The board, supervisory board, and senior management affirm the report's truthfulness, accuracy, and completeness, noting it is unaudited and two directors delegated attendance - The board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the quarterly report content, free from false records, misleading statements, or major omissions, and assume individual and joint legal responsibility5 - This third-quarter report is unaudited5 - Two directors (Zheng Haijun, Zhou Yizhu) were absent from the board meeting due to other duties and delegated their attendance to Yang Xudong and Han Gang, respectively5 Company's Key Financial Data and Shareholder Changes This chapter outlines the company's key financial data, including balance sheet, profit, and cash flow indicators, details non-recurring gains and losses, and discloses shareholder information Key Financial Data As of September 2016, total assets decreased by 8.36% YoY, while net assets attributable to shareholders increased by 6.88% YoY, with YTD operating revenue down 48.73% and net profit up 125.52% Overview of Key Financial Data as of September 2016 | Indicator | As of Current Period End (CNY) | As of Prior Year End (CNY) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 11,303,414,202.00 | 12,335,034,038.62 | -8.36 | | Net Assets Attributable to Parent Company Shareholders | 3,058,747,608.81 | 2,861,881,722.62 | 6.88 | Key Financial Performance for January-September 2016 | Indicator | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 807,259,994.67 | 1,011,914,546.41 | -20.22 | | Operating Revenue | 872,289,184.17 | 1,701,519,198.47 | -48.73 | | Net Profit Attributable to Parent Company Shareholders | 196,865,886.19 | 87,294,755.82 | 125.52 | | Net Profit Attributable to Parent Company Shareholders (Excluding Non-recurring Gains/Losses) | 190,838,947.06 | 75,571,291.42 | 152.53 | | Weighted Average Return on Net Assets (%) | 6.65 | 2.91 | Increase of 3.74 percentage points | | Basic Earnings Per Share (CNY/share) | 0.24 | 0.10 | 140.00 | | Diluted Earnings Per Share (CNY/share) | 0.24 | 0.10 | 140.00 | Non-recurring Gains and Losses for January-September 2016 | Item | YTD Amount (Jan-Sep) (CNY) | Explanation | | :--- | :--- | :--- | | Gains/Losses on Disposal of Non-current Assets | 2,931,883.93 | Primarily gains/losses from the transfer of equity in Guangxi Wuzhou Runtong Investment Co., Ltd. during this period | | Government Grants Recognized in Current P&L | 1,310,676.82 | Primarily government grants received by subsidiary Guangxi Wantong International Logistics Company | | Gains/Losses from Entrusted Investments or Asset Management | 1,501,133.76 | Primarily income from entrusted loans by subsidiary Guangxi Tanbai Expressway Co., Ltd. during this period | | Other Non-operating Income and Expenses | 1,162,807.11 | | | Income Tax Impact | -301,487.52 | | | Impact on Minority Interests (After Tax) | -578,074.97 | | | Total | 6,026,939.13 | | Shareholding Information As of September 30, 2016, the company had 55,638 shareholders, with the top two holding 35.26% and 13.85% respectively, and the top and third shareholders controlled by the same ultimate controller - As of the report period end, the company had a total of 55,638 shareholder accounts12 Top Ten Shareholder Holdings | Shareholder Name | Shares Held at Period End | Percentage (%) | Shareholder Type | | :--- | :--- | :--- | :--- | | Guangxi Communications Investment Group Co., Ltd. | 294,862,700 | 35.26 | State-owned Legal Entity | | China Merchants Expressway Network Technology Holdings Co., Ltd. | 115,531,200 | 13.85 | State-owned Legal Entity | | Guangxi Guohong Economic Development Group Co., Ltd. | 14,840,000 | 1.78 | State-owned Legal Entity | | Zhu Wuguang | 3,007,300 | 0.36 | Unknown | | Su Jie | 2,866,600 | 0.34 | Unknown | | Song Shiwei | 2,600,000 | 0.31 | Unknown | | Li Qiang | 2,504,300 | 0.30 | Unknown | | Vanguard Investments Australia Ltd - Vanguard Emerging Markets Stock Index Fund (Exchange Traded) | 2,330,405 | 0.27 | Unknown | | Chen Yan | 2,115,100 | 0.25 | Unknown | | Luo Chuzhu | 2,059,200 | 0.24 | Unknown | - Among the top ten shareholders, the first, Guangxi Communications Investment Group Co., Ltd., and the third, Guangxi Guohong Economic Development Group Co., Ltd., are controlled by the same ultimate controller, the Guangxi SASAC13 - The company's second largest shareholder, 'China Merchants Huajian Highway Investment Co., Ltd.', has been renamed 'China Merchants Expressway Network Technology Holdings Co., Ltd.'; this change does not involve alterations in shareholding percentage and will not have a material impact on the company's operations13 Preferred Shareholder Information The company had no preferred shareholders at the end of the reporting period - The company is not applicable for preferred shareholder disclosure, indicating no preferred shares at the report period end14 Significant Events This chapter details significant changes in key financial statement items, progress on external guarantees, investments, financing, asset restructuring, subsidiary cancellations, and a forecast of cumulative net profit Significant Changes in Key Financial Indicators and Their Causes Multiple key indicators in the consolidated balance sheet, income statement, and cash flow statement showed significant changes exceeding 30%, primarily due to debt repayment, reduced trade business, subsidiary acquisition, and changes in consolidation scope Changes in Consolidated Balance Sheet Items As of September 30, 2016, several consolidated balance sheet items changed significantly from year-end 2015, primarily due to bond repayment, subsidiary acquisition, and changes in various asset and liability accounts Changes in Key Consolidated Balance Sheet Items (September 30, 2016 vs December 31, 2015) | Item | September 30, 2016 (CNY) | December 31, 2015 (CNY) | Change (%) | Key Change Analysis | | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 318,408,790.51 | 669,646,851.71 | -52.45 | Primarily due to the repayment of 3 billion CNY in bonds during this period | | Notes Receivable | - | 1,060,336.00 | -100.00 | Primarily due to the exchange of notes by second-tier subsidiary Guangxi Xingtong Investment Co., Ltd. during this period | | Prepayments | 78,687,023.79 | 29,766,867.89 | 164.34 | Primarily due to prepayments for trade goods by subsidiary Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period | | Interest Receivable | - | 18,549,913.69 | -100.00 | Primarily due to the parent company's recovery of loan interest from Guangxi Tanghan Zinc-Indium Co., Ltd. and its subsidiaries, and Nandan Nanxing Antimony Industry Co., Ltd. during this period | | Construction in Progress | 98,841,818.40 | 68,078,353.30 | 45.19 | Primarily due to the acquisition of a 60% equity stake in Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period, increasing the scope of consolidation | | Intangible Assets | 121,638,667.00 | 53,230,822.20 | 128.51 | Primarily due to the acquisition of a 60% equity stake in Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period, increasing the scope of consolidation | | Goodwill | 8,833,253.71 | 1,124,077.08 | 685.82 | Primarily due to goodwill arising from the acquisition of a 60% equity stake in Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period | | Interest Payable | 21,644,235.74 | 141,694,615.83 | -84.72 | Primarily due to the parent company's payment of bond interest during this period | | Non-current Liabilities Due Within One Year | 362,323,384.09 | 3,270,922,276.57 | -88.92 | Primarily due to the repayment of 3 billion CNY in bonds during this period | | Long-term Borrowings | 4,389,800,000.00 | 2,798,950,000.00 | 56.84 | Primarily due to the parent company's new long-term borrowings of 1.65 billion CNY during this period | | Deferred Income Tax Liabilities | 13,217,691.81 | - | 100.00 | Primarily due to asset appraisal appreciation from the acquisition of a 60% equity stake in Guangxi Pingxiang Xinhengji Investment Co., Ltd. during this period | Changes in Consolidated Income Statement Items From January to September 2016, several consolidated income statement items changed significantly YoY, primarily due to reduced trade business, VAT reform, and the disposal of three loss-making subsidiaries in December 2015 Changes in Key Consolidated Income Statement Items (Jan-Sep 2016 vs Jan-Sep 2015) | Item | Jan-Sep 2016 (CNY) | Jan-Sep 2015 (CNY) | Change (%) | Key Change Analysis | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 872,289,184.17 | 1,701,519,198.47 | -48.73 | Primarily due to subsidiary Guangxi Cenluo Expressway Co., Ltd. not conducting trade business this period, resulting in a 593 million CNY decrease in trade revenue YoY | | Operating Cost | 227,975,399.02 | 968,314,259.29 | -76.46 | Primarily due to subsidiary Guangxi Cenluo Expressway Co., Ltd. not conducting trade business this year, leading to a corresponding decrease in trade costs YoY | | Business Taxes and Surcharges | 21,695,121.60 | 39,769,035.34 | -45.45 | Primarily due to the reduction in business taxes after the 'Business Tax to VAT' reform in May 2016 | | Administrative Expenses | 45,563,729.90 | 123,981,310.72 | -63.25 | Primarily due to the disposal of 67% equity in Guangxi Tanghan Zinc-Indium Co., Ltd., 100% equity in Nandan Nanxing Antimony Industry Co., Ltd., and 51% equity in Guangxi Wuzhou Guotong Investment Co., Ltd. in December 2015, removing them from the scope of consolidation | | Financial Expenses | 237,784,034.41 | 381,770,099.06 | -37.72 | Primarily due to reduced interest expenses from the repayment of 3 billion CNY in bonds and the exclusion of Guangxi Tanghan Zinc-Indium Co., Ltd., Nandan Nanxing Antimony Industry Co., Ltd., and Guangxi Wuzhou Guotong Investment Co., Ltd. from the scope of consolidation | | Non-operating Income | 3,188,811.73 | 22,695,029.30 | -85.95 | Primarily due to the exclusion of Guangxi Tanghan Zinc-Indium Co., Ltd., Nandan Nanxing Antimony Industry Co., Ltd., and Guangxi Wuzhou Guotong Investment Co., Ltd. from the scope of consolidation during this period | | Non-operating Expenses | 715,327.80 | 11,239,457.50 | -93.64 | Primarily due to the exclusion of Guangxi Tanghan Zinc-Indium Co., Ltd., Nandan Nanxing Antimony Industry Co., Ltd., and Guangxi Wuzhou Guotong Investment Co., Ltd. from the scope of consolidation during this period | Changes in Consolidated Cash Flow Statement Items From January to September 2016, several consolidated cash flow items changed significantly YoY, primarily due to reduced trade business, increased customer loans, changes in investment recovery and subsidiary disposal, and increased borrowings offset by bond repayment Changes in Key Consolidated Cash Flow Statement Items (Jan-Sep 2016 vs Jan-Sep 2015) | Item | Jan-Sep 2016 (CNY) | Jan-Sep 2015 (CNY) | Change (%) | Key Change Analysis | | :--- | :--- | :--- | :--- | :--- | | Cash Received from Sales of Goods and Services | 965,919,002.10 | 1,694,406,921.72 | -42.99 | Primarily due to subsidiary Guangxi Cenluo Expressway Co., Ltd. not conducting trade business this year, resulting in reduced trade payments received YoY | | Cash Received from Interest, Fees, and Commissions | 3,319,463.00 | 12,963,420.00 | -74.39 | Primarily due to reduced loan interest income received by subsidiary Nanning Lihe Microfinance Co., Ltd. during this period | | Cash Paid for Goods and Services | 174,752,114.11 | 769,069,657.80 | -77.28 | Primarily due to subsidiary Guangxi Cenluo Expressway Co., Ltd. not conducting trade business this year, resulting in reduced trade payments made YoY | | Net Increase in Customer Loans and Advances | 24,250,000.00 | -48,450,000.00 | -150.05 | Primarily due to subsidiary Nanning Lihe Microfinance Co., Ltd. increasing its loan disbursement volume compared to the same period last year | | Cash Received from Disposal of Investments | 80,000,000.00 | 200,270,475.00 | -60.05 | Primarily due to subsidiary Guangxi Tanbai Expressway Co., Ltd. recovering entrusted loan principal | | Net Cash Received from Disposal of Subsidiaries and Other Business Units | 363,202,209.60 | - | 100.00 | Primarily due to receiving remaining equity transfer payments from Guangxi Tanghan Zinc-Indium Co., Ltd. and Nandan Nanxing Antimony Industry Co., Ltd., and proceeds from the transfer of a 60% equity stake in Guangxi Wuzhou Runtong Investment Co., Ltd. during this period | | Cash Received from Borrowings | 3,740,000,000.00 | 1,904,656,247.55 | 96.36 | Primarily due to an increase in bank loan withdrawals by the parent company during this period | | Cash Paid for Debt Repayment | 4,743,434,340.00 | 2,843,475,433.33 | 66.82 | Primarily due to the parent company's repayment of 3 billion CNY in bonds during this period | Progress of Significant Events The company disclosed progress on several significant events, including guarantees for subsidiaries, new e-commerce and seafood market investments, prior financing, and subsidiary cancellations, with total guarantees of 177.5 million CNY and 3.12 billion CNY in drawn loans Guarantee Information As of September 30, 2016, the company provided multiple loan guarantees totaling 177.5 million CNY for subsidiaries and stage-based mortgage loan guarantees for real estate projects totaling 39.511 million CNY and 15.89 million CNY - The company provided loan guarantees for Nanning Jinqiao Agricultural Products Co., Ltd., with a total guarantee balance of 177.5 million CNY as of September 30, 20162425 - Subsidiary Guangxi Pingxiang Wantong International Logistics Co., Ltd. provided a guarantee for pre-litigation asset preservation for Guangxi Wantong Import and Export Trade Co., Ltd., with a guarantee balance of 44.5019 million CNY25 - The company provided stage-based mortgage loan guarantees for homebuyers of the 'Wuzhou International' real estate project, with actual mortgage loan amounts totaling 39.511 million CNY as of September 30, 201626 - The company agreed for subsidiary Guangxi Wuzhou Real Estate Co., Ltd. to provide stage-based joint and several liability guarantees for homebuyers of the 'Wuzhou·Bandaoyangguang' real estate project, with the guarantee scope adjusted to 'all project homebuyers', and ICBC loan guarantee amount totaling 15.89 million CNY as of September 30, 201627 External Investments As of September 30, 2016, the company had three external investment projects, including a 51% stake in an e-commerce platform, a 60% equity acquisition for 36.7397 million CNY, and an investment in a seafood trading market for 113.5024 million CNY - The company co-established Guangxi Wuzhou Tianmei E-commerce Co., Ltd. with Guangxi Tianmei Jinggong Network Technology Co., Ltd., holding a 51% stake, and its developed '5zmall' B2C e-commerce platform has successfully launched28 - The company acquired a 60% equity stake in Guangxi Pingxiang Xinhengji Investment Co., Ltd. for a total investment of 36.7397 million CNY, with industrial and commercial change registration completed in July 201628 - Holding company Xinhengji invested approximately 113.5024 million CNY in the Pingxiang Hairun Seafood Trading Market project, aiming to leverage geographical advantages and favorable policies to expand logistics and cross-border e-commerce businesses, increasing company revenue and profit2930 Financing and Restructuring Progress The company's 2016 working capital loan proposal was approved, with 3.12 billion CNY drawn as of September 30, 2016, and corporate bond issuance preparations are progressing smoothly with materials submitted as required - The company has drawn 3.12 billion CNY in working capital loans for daily operational turnover31 - Corporate bond issuance preparations are progressing smoothly, with credit rating, audit, legal, and other submission materials prepared, and materials have been submitted in accordance with CSRC and SSE regulations31 Subsidiary Deregistration and Equity Transfer Guangxi Xingtong Investment Co., Ltd. was officially deregistered on July 28, 2016, and the company transferred a 60% equity stake in Guangxi Wuzhou Runtong Investment Co., Ltd. for 24.87 million CNY on July 7, 2016, completing industrial and commercial change registration on July 29 - Guangxi Xingtong Investment Co., Ltd. was officially deregistered on July 28, 201632 - The company transferred a 60% equity stake in Guangxi Wuzhou Runtong Investment Co., Ltd. for 24.87 million CNY through public listing, completing industrial and commercial change registration on July 29, 201632 Fulfillment of Shareholder Commitments Controlling shareholder Guangxi Communications Investment Group Co., Ltd. committed to increasing its stake by 0.5% to 2% within 12 months, and as of September 30, 2016, had cumulatively increased its holdings by 3,429,900 shares, representing 0.411% of total share capital, bringing its post-increase stake to 35.36% - Controlling shareholder Guangxi Communications Investment Group Co., Ltd. committed to increasing its stake by no less than 0.5% and no more than 2% of the company's total share capital within the next 12 months33 - As of September 30, 2016, the controlling shareholder had cumulatively increased its holdings by 3,429,900 shares, representing 0.411% of the company's total share capital, bringing its post-increase stake to 35.36%33 Net Profit Forecast and Warning The company forecasts a 150-200% YoY increase in cumulative net profit for January-December 2016 (unaudited), primarily due to the disposal of three loss-making subsidiaries in December 2015, reduced bad debt provisions, and improved performance from key subsidiaries - The company forecasts a 150-200% YoY increase in cumulative net profit for January-December 2016 (unaudited)34 - The significant net profit growth is primarily due to the disposal of loss-making subsidiary equity, removing their losses from consolidation; a YoY decrease in bad debt provisions for receivables; and improved performance and reduced losses from subsidiaries like Nanning Jinqiao Agricultural Products Co., Ltd. and Guangxi Wuzhou Real Estate Co., Ltd.34 Appendix The appendix contains the company's unaudited consolidated and parent company financial statements, including the balance sheet, income statement, and cash flow statement, providing detailed financial data for reference Financial Statements This section provides the company's unaudited consolidated and parent company balance sheets as of September 30, 2016, and unaudited consolidated and parent company income statements and cash flow statements for January-September 2016, detailing financial position, operating results, and cash flows Consolidated Balance Sheet As of September 30, 2016, total consolidated assets were 11.303 billion CNY, a 8.36% decrease from year-start; net assets attributable to shareholders were 3.059 billion CNY, a 6.88% increase from year-start; total current liabilities were 2.545 billion CNY, and total non-current liabilities were 5.560 billion CNY Key Consolidated Balance Sheet Data (September 30, 2016) | Item | Period-End Balance (CNY) | Year-Start Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 11,303,414,202.00 | 12,335,034,038.62 | | Total Liabilities | 8,105,740,673.69 | 9,319,521,475.40 | | Total Equity Attributable to Parent Company Shareholders | 3,058,747,608.81 | 2,861,881,722.62 | Parent Company Balance Sheet As of September 30, 2016, total parent company assets were 7.337 billion CNY, a 11.58% decrease from year-start; total shareholders' equity was 3.375 billion CNY, a 5.76% increase from year-start; total current liabilities were 2.062 billion CNY, and total non-current liabilities were 1.899 billion CNY Key Parent Company Balance Sheet Data (September 30, 2016) | Item | Period-End Balance (CNY) | Year-Start Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 7,336,909,320.65 | 8,297,573,935.34 | | Total Liabilities | 3,962,245,973.87 | 5,106,824,095.16 | | Total Shareholders' Equity | 3,374,663,346.78 | 3,190,749,840.18 | Consolidated Income Statement From January to September 2016, total operating revenue was 872 million CNY, a 48.73% YoY decrease; net profit attributable to parent company shareholders was 197 million CNY, a 125.52% YoY increase; basic earnings per share were 0.24 CNY/share, a 140% YoY increase Key Consolidated Income Statement Data (Jan-Sep 2016) | Item | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Operating Revenue | 872,289,184.17 | 1,701,519,198.47 | -48.73 | | Operating Profit | 218,545,477.85 | 71,084,240.25 | 207.44 | | Net Profit | 175,524,686.36 | 30,215,533.10 | 480.89 | | Net Profit Attributable to Parent Company Shareholders | 196,865,886.19 | 87,294,755.82 | 125.52 | | Basic Earnings Per Share (CNY/share) | 0.24 | 0.10 | 140.00 | Parent Company Income Statement From January to September 2016, parent company operating revenue was 116 million CNY, a 19.86% YoY decrease; net profit was 184 million CNY, a 13.37% YoY decrease; investment income of 201 million CNY was a significant component of profit Key Parent Company Income Statement Data (Jan-Sep 2016) | Item | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 115,759,647.52 | 144,443,102.94 | -19.86 | | Investment Income | 200,507,500.00 | 261,725,443.26 | -23.39 | | Net Profit | 183,913,506.60 | 212,289,161.49 | -13.37 | Consolidated Cash Flow Statement From January to September 2016, net cash flow from operating activities was 807 million CNY, a 20.22% YoY decrease; net cash flow from investing activities was 216 million CNY, a 26.5% YoY increase; net cash flow from financing activities was -1.385 billion CNY, a 1.55% YoY decrease; and period-end cash and cash equivalents were 308 million CNY Key Consolidated Cash Flow Statement Data (Jan-Sep 2016) | Item | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 807,259,994.67 | 1,011,914,546.41 | -20.22 | | Net Cash Flow from Investing Activities | 215,519,980.85 | 170,368,486.08 | 26.50 | | Net Cash Flow from Financing Activities | -1,384,682,453.86 | -1,363,599,600.22 | -1.55 | | Period-End Cash and Cash Equivalents Balance | 307,768,790.51 | 199,519,331.37 | 54.26 | Parent Company Cash Flow Statement From January to September 2016, net cash flow from parent company operating activities was 410 million CNY, a 14.69% YoY decrease; net cash flow from investing activities was 424 million CNY, a 3.81% YoY increase; net cash flow from financing activities was -1.181 billion CNY, a 16.66% YoY decrease; and period-end cash and cash equivalents were 76 million CNY Key Parent Company Cash Flow Statement Data (Jan-Sep 2016) | Item | YTD as of Report Period End (Jan-Sep) (CNY) | Prior YTD as of Prior Report Period End (Jan-Sep) (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 409,910,091.19 | 480,540,309.45 | -14.69 | | Net Cash Flow from Investing Activities | 424,444,122.63 | 408,873,665.57 | 3.81 | | Net Cash Flow from Financing Activities | -1,181,218,431.16 | -1,012,523,034.74 | -16.66 | | Period-End Cash and Cash Equivalents Balance | 76,208,141.81 | 59,714,521.29 | 27.61 | Audit Report This quarterly report is unaudited - This quarterly report is unaudited57
五洲交通(600368) - 2016 Q3 - 季度财报