XUEDA(SZ:000526)2016-04-28 16:00Financial Performance - The company's operating revenue for 2015 was ¥25,065,353.44, representing a 33.29% increase compared to ¥18,805,622.87 in 2014[18]. - The net profit attributable to shareholders was -¥13,562,518.58, a decrease of 789.66% from ¥1,966,548.91 in the previous year[18]. - The net cash flow from operating activities decreased by 75.46% to ¥3,098,888.06 from ¥12,630,358.24 in 2014[18]. - The total assets at the end of 2015 were ¥335,359,009.87, an increase of 67.01% from ¥200,798,246.46 at the end of 2014[18]. - The basic earnings per share for 2015 was -¥0.1410, a decline of 791.18% from ¥0.0204 in 2014[18]. - The weighted average return on net assets was -9.06%, down from 1.29% in the previous year[18]. - The company reported a net profit of -¥13,476,073.06 for the year 2015, with a significant decrease in net cash flow from operating activities by 75.46% to ¥3,098,888.06[58]. Business Strategy and Transformation - The company has undergone changes in its main business focus over the years, shifting from marine fishing to real estate and now to equipment procurement and leasing[17]. - The company is transitioning towards the education service industry, which is expected to enhance its sustainable profitability[34]. - The company plans to raise up to CNY 5.5 billion through a private placement to acquire 100% of Xueda Education Group and establish an international school management company[36]. - The company is actively exploring transformation into the education industry, leveraging the acquisition of Xueda Education Group and the support from Unisplendour Group as a controlling shareholder[72]. - The company plans to complete the acquisition of Xueda Education Group and a non-public issuance of A-shares in 2016, which are expected to provide a solid foundation and sufficient funds for the transformation[72]. Acquisitions and Investments - The acquisition of Xueda Education Group is estimated to cost approximately USD 36.88 million (CNY 230 million) at a price of USD 2.75 per share[37]. - The company completed the acquisition of Xueda Education Group, with the necessary approvals from the SEC and shareholders obtained by December 2015[39]. - The company plans to finance the acquisition of Xueda Education through a loan from Tibet Unisplendour Zhuoyuan Equity Investment Co., Ltd.[40]. - The total investment for acquiring 100% of Xueda Education is approximately 2.3 billion RMB, fully funded by the raised capital[146]. Revenue Sources - The company generated CNY 1,855.4 million from amusement equipment leasing and CNY 651.14 million from property leasing during the reporting period[28][30]. - Equipment leasing revenue accounted for ¥18,554,000.00, which is 74.02% of total revenue, showing a significant increase of 60.87% from ¥11,533,851.65 in 2014[46]. - The company’s rental income from properties was ¥6,511,353.44, maintaining a steady contribution of 25.98% to total revenue[46]. - Total revenue from equipment leasing reached ¥7,070,192.51, accounting for 78.67% of total revenue, with a year-on-year increase of 85.79%[52]. Shareholder and Governance Matters - The company plans not to distribute cash dividends or issue bonus shares[6]. - The controlling shareholder changed to Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd. in January 2016, with the ultimate controller being the Ministry of Education[17]. - The company has not distributed any cash dividends in the past three years, with a net profit of CNY -13,562,518.58 in 2015, indicating ongoing financial challenges[79]. - The company has committed to ensuring that all related transactions adhere to fair market principles and legal regulations, protecting the rights of shareholders[93]. Risks and Challenges - The company faced significant risks as outlined in the management discussion and analysis section, impacting future performance[4]. - The company faces risks related to the acquisition of Xueda Education, including potential operational underperformance and regulatory approval uncertainties for the A-share issuance[73]. - The company acknowledges risks associated with its existing business operations, including equipment and property leasing, which may be affected by the financial health of lessees[74]. Compliance and Legal Matters - The company has not faced any administrative penalties from the China Securities Regulatory Commission in the last 36 months[92]. - The company has not been involved in any major litigation or arbitration cases that could foreseeably impact its operations[92]. - The company has confirmed that all commitments regarding related party transactions and asset restructuring are still in effect as of the report date[88]. Internal Control and Audit - The audit report for the 2015 fiscal year issued by Lianda CPA highlighted that subscription fees for the Haifa Building Phase I have been recorded as other payables since 2006, with uncertainty regarding their recognition as revenue[107]. - The internal control self-assessment report was disclosed on April 29, 2016, and is available on the official website[196]. - The company maintained effective internal control over financial reporting as of December 31, 2015, according to the internal control audit report[195]. Employee and Management Information - The company has a total of 13 employees, with 6 in the finance department and 3 in technical roles[171]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to 1,404,400 RMB[171]. - The company actively organized training for directors and senior management during the reporting period[173].