北京文化(000802) - 2013 Q4 - 年度财报

Item 1. Important Notice, Table of Contents and Definitions This section provides crucial disclaimers, defines key terms used throughout the report, and highlights significant risks Important Notice The company's board, supervisory board, and senior management guarantee the report's truthfulness, accuracy, and completeness, with all directors attending the review meeting - The 2013 profit distribution plan proposes a cash dividend of CNY 0.20 per 10 shares (including tax), with no bonus shares or capital reserve conversions to share capital[4] - All company directors, supervisors, and senior management commit to the annual report's truthfulness, accuracy, and completeness, free from false records, misleading statements, or material omissions[3] Definitions This section defines key terms used in the report, clarifying abbreviations for the company, its controlling shareholder, and major subsidiaries - The company's controlling shareholder is China Huali Holdings Group Co., Ltd., abbreviated as Huali Holdings[8] - The company's main operating entities include its controlled subsidiary Beijing Longquan Hotel Co., Ltd., along with several scenic area and hotel branches such as Tanzhe Scenic Area Branch and Jietai Scenic Area Branch[8] Significant Risk Alert The company designates specific media for information disclosure, advising investors to be aware of investment risks - The company's designated information disclosure media are China Securities Journal and Juchao Information Network (http//www.cninfo.com.cn)[11] Item 2. Company Profile This section details the company's fundamental information, including stock details, legal representative, and historical changes in registration and controlling shareholder I. Company Information This section provides the company's basic corporate information, including its stock ticker, code, listing exchange, and legal representative Company Basic Information | Item | Content | | :--- | :--- | | Stock Abbreviation | Beijing Tourism | | Stock Code | 000802 | | Listing Exchange | Shenzhen Stock Exchange | | Legal Representative | Xiong Zhenyu | IV. Registration Changes The company's main business has remained unchanged since listing, with Huali Holdings becoming the controlling shareholder in 2011 - The company's main business has not changed since its listing[16] - During the reporting period, Huali Holdings was the company's controlling shareholder, holding 28.65% of the company's total share capital[16] Item 3. Summary of Accounting Data and Financial Indicators This section presents a concise overview of the company's key financial performance and position, including revenue, net profit, cash flow, and non-recurring items I. Key Accounting Data and Financial Indicators In 2013, revenue slightly decreased, but net profit attributable to shareholders increased, primarily due to non-recurring gains despite a significant drop in core business profitability 2011-2013 Key Financial Data Comparison | Indicator | 2013 | 2012 | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue (CNY) | 162,861,219.21 | 166,113,211.17 | -1.96% | | Net Profit Attributable to Shareholders of Listed Company (CNY) | 32,547,754.06 | 27,042,047.03 | 20.36% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) (CNY) | 1,161,249.01 | 12,453,093.52 | -90.68% | | Net Cash Flow from Operating Activities (CNY) | 17,327,642.82 | 41,535,902.18 | -58.28% | | Basic Earnings Per Share (CNY/share) | 0.0868 | 0.1442 | -39.81% | | Total Assets (CNY) | 1,099,103,305.05 | 953,753,660.25 | 15.24% | | Net Assets Attributable to Shareholders of Listed Company (CNY) | 849,819,963.15 | 822,896,914.49 | 3.27% | II. Non-Recurring Gains and Losses Items and Amounts Non-recurring gains and losses totaled CNY 31.39 million in 2013, primarily from entrusted asset management and non-current asset disposals, significantly boosting net profit 2013 Non-Recurring Gains and Losses Items | Item | 2013 Amount (CNY) | | :--- | :--- | | Non-current asset disposal gains and losses | 8,953,062.33 | | Government grants recognized in current profit or loss | 4,525,090.00 | | Gains and losses from entrusted investment or asset management | 27,713,782.12 | | Other non-operating income and expenses | 1,389,305.24 | | Less: Income tax impact | 10,645,309.92 | | Less: Impact on minority interests (after tax) | 549,424.72 | | Total | 31,386,505.05 | Item 4. Board of Directors' Report This section provides a comprehensive review of the company's operational performance, strategic initiatives, financial status, core competencies, and future outlook for the reporting period I. Overview 2013 marked a strategic shift for the company, expanding into the film and television cultural industry alongside its tourism main business, while completing key projects - The company adjusted its development strategy from a single tourism industry to a dual-main business model of tourism and film and television culture, aiming to form a large leisure and cultural industry model[25] - In December 2013, the company initiated the acquisition of Beijing Motianlun Cultural Media Co., Ltd., formally entering the film and television cultural industry[26] - The company terminated its original non-public offering plan to inject Fashion Travel Hotel, a decision that generated approximately CNY 25 million in investment income, with CNY 18 million recognized in 2013 profit[40] - The company's fundraising projects are nearing completion, with renovation projects such as Tanzhe Jiafu Hotel, Miaofengshan Tourist Center, and Longquan Hotel Qinhuai Building already finished and operational[41] II. Analysis of Main Business In 2013, sales revenue slightly declined, but total profit and net profit increased, with tourism remaining the dominant business segment 2013 Annual Performance Overview | Indicator | 2013 (CNY 10,000) | Year-on-Year Growth (%) | | :--- | :--- | :--- | | Sales Revenue | 16,286.12 | -1.96% | | Total Profit | 4,364.54 | 24.78% | | Net Profit | 3,254.78 | 20.36% | - Management expenses increased by CNY 7.26 million year-on-year, primarily due to higher labor costs from national minimum wage and social security base adjustments, and increased depreciation and amortization after fundraising projects were capitalized[59] Cash Flow Major Item Changes | Item | 2013 (CNY) | 2012 (CNY) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Net cash flow from operating activities | 17,327,642.82 | 41,535,902.18 | -58.28% | | Net cash flow from investing activities | 81,225,397.47 | -108,971,326.84 | 74.54% | | Net cash flow from financing activities | 78,842,761.93 | -59,203,914.04 | 133.17% | III. Composition of Main Business The company's main business comprises tourism services and management fee income, with tourism dominating revenue despite a slight margin decrease 2013 Main Business by Industry | Sub-industry | Operating Revenue (CNY) | Operating Cost (CNY) | Gross Profit Margin (%) | Operating Revenue YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Tourism Services | 153,746,219.22 | 68,126,421.53 | 55.69% | -0.46% | | Management Fee Income | 7,574,999.99 | 10,022,642.02 | -32.31% | -25% | IV. Analysis of Assets and Liabilities By the end of 2013, total assets increased, driven by a significant rise in cash from new bank loans, while long-term equity investments were fully recovered - Cash and cash equivalents at period-end totaled CNY 264 million, an increase of CNY 177 million from the beginning of the period, primarily due to CNY 170 million in new bank loans this year[66] - Long-term equity investments decreased from CNY 110 million at the beginning of the period to CNY 0 at period-end, due to the recovery of equity investment in Tianjin Huasheng[66] - Short-term borrowings increased from CNY 0 to CNY 140 million, mainly due to new bank loans this period[68] V. Analysis of Core Competitiveness The company's core strengths lie in supportive government policies, improving regional transportation infrastructure, and the establishment of a professional team for its new film and television venture - National and Beijing municipal governments continue to issue favorable policies for tourism development, such as the "National Tourism and Leisure Outline," creating a positive environment for the company's growth[72][74] - Accelerated construction of the Western Beijing transportation network, including the Light Rail S1 line and the extension of Chang'an Avenue West, will bring development opportunities for the tourism industry in Mentougou District where the company is located[76] - The company's entry into the film and television cultural industry has led to the establishment of a core team comprising excellent management personnel like Song Ge and Du Yang, and cooperation agreements with multiple directors, forming a new competitive advantage[79] VI. Analysis of Investment Status The company had no significant new equity investments, with most raised funds utilized, and a portion reallocated due to project changes, yielding investment returns Raised Funds Utilization (Unit: CNY 10,000) | Project | Amount | | :--- | :--- | | Total Raised Funds | 53,750 | | Total Investment in Reporting Period | 5,117.33 | | Total Cumulative Investment | 46,014.87 | | Total Cumulative Change in Use | 10,000 | - The CNY 100 million of raised funds originally designated for the Longquan Hotel VIP Building project was reallocated to the Huasheng Tourism Fund due to planning issues; this investment principal has been recovered this period, yielding an investment income of CNY 16.13 million[86][89] - The Baihua Super 8 Hotel renovation project was temporarily suspended due to the integration and renovation of Beilv Plaza, leading the company to use CNY 80 million of idle raised funds to supplement working capital for a period not exceeding 12 months[86] VIII. Outlook on Company Future Development The company plans a "tourism + film and television" dual-main business strategy for 2014, focusing on expanding existing tourism resources and developing new film projects - The company has established a strategy of synergistic development with dual main businesses in tourism and film and television culture, aiming to form a large leisure and cultural industry[96][97] - To address the risk of contracts for Tanzhe Temple and Jietai Temple expiring in 2019, the company plans to expand the scenic area by relocating the mountain gate downwards, creating a structure where "the temple is part of the scenic area, but the scenic area is not solely the temple"[95] 2014-2015 Motianlun Cultural Media Partial Filming Plan | Type | Film/TV Work (Tentative) | Estimated Release Time | | :--- | :--- | :--- | | Film | My Old Classmate | 2014.4.25 | | Film | My Sassy Girl 2 | 2015 | | Film | Killer's Travel Guide | 2015 | | TV Series | Love Purchase Restriction Order | 2015 | IX. Company Profit Distribution and Dividend Payout The company adheres to its profit distribution policy, proposing a cash dividend for 2013, maintaining a consistent cash payout ratio over the past three years Recent Three Years Cash Dividend Payout | Dividend Year | Cash Dividend Amount (Incl. Tax, CNY) | Ratio to Net Profit Attributable to Parent (%) | | :--- | :--- | :--- | | 2013 | 7,499,607.20 | 23.04% | | 2012 | 5,624,705.40 | 20.8% | | 2011 | 3,749,803.60 | 42.96% | - The 2012 profit distribution plan involved a cash dividend of CNY 0.3 per 10 shares and a capital reserve conversion of 10 bonus shares for every 10 shares[103] Item 5. Significant Matters This section details major events during the reporting period, including significant asset transactions, fulfillment of commitments, and other material developments impacting the company IV. Asset Transaction Matters The company executed significant asset transactions, including acquiring a film and television company and divesting hotel management and taxi business stakes, generating substantial investment gains - The company acquired 100% equity in Beijing Guangjing Ruixing Cultural Media Co., Ltd. (later renamed Beijing Motianlun Cultural Media Co., Ltd.) for CNY 150 million, marking its strategic transformation into the film and television cultural industry[117] - The company sold its equity in Fashion Travel Hotel Management Co., Ltd., expecting to gain CNY 20-30 million in investment income, with CNY 17.97 million recognized this period, accounting for 55.84% of total net profit[120] - The company sold 48% equity in Beijing Xincheng Taxi Company for CNY 10 million, expecting a pre-tax gain of approximately CNY 9 million[121][143] VIII. Fulfillment of Commitments The controlling shareholder, Huali Holdings, consistently fulfilled all commitments made during the 2011 non-public offering, ensuring company independence and share lock-up - Controlling shareholder Huali Holdings committed to ensuring the company's independence in personnel, assets, organization, finance, and business[130] - Huali Holdings committed that the shares it subscribed for in the non-public offering would not be transferred within thirty-six months from the issuance completion date[131] XIII. Explanation of Other Significant Matters This section clarifies the termination of a non-public offering, the progress of a land development project, and the details of the film company acquisition, including performance commitments - The company terminated its non-public stock offering plan due to a significant increase of approximately CNY 140 million in the valuation of Fashion Travel's equity and substantial subsequent operating capital pressure; abandoning the acquisition and agreeing to sell to a third party generated CNY 20-30 million in investment income for the company[136][137] - The Beilv Plaza project land parcel was acquired by the Hualian Real Estate consortium for CNY 2.3 billion, and the company, as the primary developer, is negotiating land listing revenue distribution with the Mentougou District government[140][142] - The acquisition of Motianlun Cultural Media includes performance commitments, with the counterparty pledging non-recurring net profits of no less than CNY 15.37 million, CNY 24.42 million, CNY 30.43 million, and CNY 40.22 million for 2014-2017, respectively[145] Item 6. Share Changes and Shareholder Information This section outlines changes in the company's share capital and provides details on its shareholders, including the controlling shareholder and top equity holders I. Share Change Status The company's total share capital doubled due to a capital reserve conversion of 10 shares for every 10 shares held as part of the 2012 profit distribution plan - Due to the implementation of the "10 bonus shares for every 10 shares" capital reserve conversion plan, the company's total share capital increased from 187.49 million shares to 374.98 million shares[151][152] III. Shareholders and Actual Controller Information As of 2013 year-end, the company had 34,570 shareholders, with China Huali Holdings Group Co., Ltd. as the controlling shareholder and Ding Mingshan as the actual controller Top Three Shareholders' Shareholding | Shareholder Name | Shareholder Nature | Shareholding Ratio (%) | Shares Held at Period-End | | :--- | :--- | :--- | :--- | | China Huali Holdings Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 28.65% | 107,432,639 | | Wang Shaolin | Domestic Natural Person | 4.95% | 18,560,000 | | Beijing Gold Electronic Mobile Commerce Co., Ltd. | Domestic Non-State-Owned Legal Person | 4.00% | 15,000,000 | - The company's actual controller is Ding Mingshan, who controls the company through China Huali Holdings Group Co., Ltd[159] Item 7. Directors, Supervisors, Senior Management and Employees This section provides information on the company's board of directors, supervisors, senior management, including their shareholdings and changes, as well as overall employee structure I. Shareholding Changes of Directors, Supervisors and Senior Management Shareholdings of directors, supervisors, and senior management increased solely due to the capital reserve conversion, with no other active trading during the period - Director Cui Yanjie's initial shareholding of 100,000 shares increased by 100,000 shares due to capital reserve conversion, resulting in a period-end holding of 200,000 shares[165] - Supervisor Ren Rongfen (resigned) had an initial shareholding of 4,166 shares, which increased by 4,166 shares due to capital reserve conversion, resulting in a period-end holding of 8,332 shares[166] IV. Changes in Company Directors, Supervisors, and Senior Management The company's board, supervisory board, and senior management underwent significant changes in 2013-2014 to align with its strategic shift into the film and television industry - Xiong Zhenyu was appointed Chairman in March 2013[174] - To support the development of the film and television cultural business, Mr. Song Ge (Chairman of Motianlun Cultural Media) was appointed Vice Chairman and Director of the company in January 2014[167][174] - Mr. Deng Yong was appointed President of the company in January 2014 and was added as a Director in November 2013[168][174] VI. Employee Information As of the reporting period end, the company employed 1,073 individuals, with professional technical and service personnel forming the largest group, and a quarter holding college degrees or higher Employee Structure | Category | Number of People | Proportion (%) | | :--- | :--- | :--- | | Total Employees | 1073 | 100% | | Management Personnel | 75 | 6.99% | | Sales Personnel | 51 | 4.75% | | Professional Technical and Service Personnel | 826 | 76.98% | | Personnel with College Degree or Above | 266 | 24.79% | Item 8. Corporate Governance This section describes the company's corporate governance framework, its compliance with relevant regulations, and the effectiveness of its internal control mechanisms I. Basic Status of Corporate Governance The company's corporate governance structure fully complies with regulatory requirements, featuring distinct shareholder, board, and supervisory bodies, and strict internal information management - The company's corporate governance structure is sound and complies with the "Company Law" and relevant regulations of the China Securities Regulatory Commission, with no discrepancies[179][181] - The company has formulated and strictly implemented the "Insider Information Registrant Management System," with no insider trading or investigations during the reporting period[182] Item 9. Internal Control This section details the company's internal control system, its construction, the board's statement on internal control responsibility, and the results of the internal control evaluation I. Internal Control Construction Status The company has established a comprehensive internal control system covering various operational aspects, formalizing it into a manual in 2013 to enhance risk management - The company has established a complete internal organizational framework and management system, including the "Articles of Association," "Rules of Procedure for the Three Meetings," and "Internal Control System"[198] - In the first half of 2013, the company formulated and implemented the "Beijing Jingxi Fengguang Tourism Development Co., Ltd. Internal Control Manual" and plans to conduct a comprehensive internal control audit by the end of 2014[43] II. Board of Directors' Statement on Internal Control Responsibility The board of directors affirms that the company's current internal control system is complete, reasonable, and effective in ensuring operational compliance, asset security, and financial reporting reliability - The board of directors' self-assessment concludes that the company's current internal control system complies with regulatory requirements and has no significant deficiencies in completeness and reasonableness[199] IV. Internal Control Evaluation Report According to the company's board of directors' self-evaluation of internal control effectiveness as of December 31, 2013, no significant internal control deficiencies were found during the reporting period - The company's "2013 Internal Control Evaluation Report" concluded that no significant internal control deficiencies were found during the reporting period[201] Item 10. Financial Report This section presents the company's audited financial statements, including the balance sheet, income statement, cash flow statement, and detailed notes to the financial statements I. Audit Report Zhongxi Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2013 financial statements, affirming their fair presentation - The auditing firm is Zhongxi Certified Public Accountants (Special General Partnership)[205] - The audit opinion type is a standard unqualified audit opinion[205][207] II. Financial Statements This section presents the company's 2013 consolidated and parent company financial statements, showing asset growth, increased liabilities, and profit driven by investment gains 1. Consolidated Balance Sheet As of year-end 2013, total assets increased by 15.24% to CNY 1.10 billion, while total liabilities surged by 94.27% to CNY 244.79 million, primarily due to new short-term borrowings Consolidated Balance Sheet Key Items (Unit: CNY) | Item | Period-End Balance (2013-12-31) | Period-Beginning Balance (2012-12-31) | | :--- | :--- | :--- | | Total Assets | 1,099,103,305.05 | 953,753,660.25 | | Total Liabilities | 244,793,109.47 | 126,005,897.33 | | Total Equity Attributable to Parent Company Shareholders | 849,819,963.15 | 822,896,914.49 | 3. Consolidated Income Statement In 2013, total operating revenue slightly decreased, but operating profit and net profit significantly increased, primarily driven by substantial investment income Consolidated Income Statement Key Items (Unit: CNY) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Total Operating Revenue | 162,861,219.21 | 166,113,211.17 | | Operating Profit | 28,777,915.18 | 15,572,694.10 | | Total Profit | 43,645,373.45 | 34,978,865.23 | | Net Profit Attributable to Parent Company Shareholders | 32,547,754.06 | 27,042,047.03 | 5. Consolidated Cash Flow Statement In 2013, operating cash flow significantly decreased, while investing cash flow turned positive due to investment recovery, and financing cash flow increased from new bank loans Consolidated Cash Flow Statement Key Items (Unit: CNY) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Net cash flow from operating activities | 17,327,642.82 | 41,535,902.18 | | Net cash flow from investing activities | 81,225,397.47 | -108,971,326.84 | | Net cash flow from financing activities | 78,842,761.93 | -59,203,914.04 | | Net increase in cash and cash equivalents | 177,395,098.06 | -126,639,338.70 | VII. Notes to Major Items of Consolidated Financial Statements This section provides detailed explanations for key items in the consolidated financial statements, including significant changes in cash, long-term equity investments, short-term borrowings, and capital reserves 1. Cash and Cash Equivalents Cash and cash equivalents at year-end totaled CNY 263.62 million, a substantial increase from the beginning of the period, primarily consisting of unrestricted bank deposits Cash and Cash Equivalents Composition (Unit: CNY) | Item | Period-End Balance | Period-Beginning Balance | | :--- | :--- | :--- | | Cash | 719,756.44 | 1,103,295.12 | | Bank Deposits | 262,860,786.16 | 85,082,149.42 | | Other Cash and Cash Equivalents | 37,122.67 | 37,122.67 | | Total | 263,617,665.27 | 86,222,567.21 | 15. Long-Term Equity Investments Long-term equity investments decreased to zero at year-end, as the company fully recovered its investment in Tianjin Huasheng Tourism Equity Investment Partnership - The CNY 110 million investment in Tianjin Huasheng Tourism Equity Investment Partnership was fully recovered this period, resulting in a zero balance for long-term equity investments at period-end[429] 29. Short-Term Borrowings Short-term borrowings increased to CNY 140 million at year-end, entirely consisting of new secured bank loans, significantly contributing to the rise in total liabilities - Period-end short-term borrowings totaled CNY 140 million, all of which are new secured borrowings[473] 50. Capital Reserves Capital reserves decreased by CNY 187.49 million to CNY 437 million at year-end, primarily due to the conversion of capital surplus into share capital through a bonus issue - Capital reserves decreased by CNY 187,490,180.00 this period, due to the conversion of capital surplus into share capital[517] Item 11. Reference Documents Catalog This section lists all documents available for inspection by investors, including audited financial statements and original public announcements Reference Documents Catalog This section lists documents available for investor review, including signed accounting statements, the original audit report, and all publicly disclosed announcements from the reporting period - Reference documents include: - Signed accounting statements - Original audit report - Original drafts of all announcements disclosed during the reporting period[656]