H&R(SZ:000892)2014-01-29 16:00Financial Performance - The company's operating revenue for 2013 was ¥10,965,958.04, a decrease of 5.92% compared to ¥11,655,383.36 in 2012[27]. - The net profit attributable to shareholders was -¥617,753.22, representing a decline of 145.36% from ¥1,362,000.35 in the previous year[27]. - The net cash flow from operating activities was -¥1,000,428.82, a significant drop of 758.90% compared to ¥151,833.89 in 2012[27]. - The total assets at the end of 2013 were ¥5,822,617.75, down 14.12% from ¥6,779,589.17 at the end of 2012[27]. - The net assets attributable to shareholders decreased by 10.32% to ¥5,365,397.78 from ¥5,983,151.00 in 2012[27]. - The company's operating revenue for the reporting period was CNY 10.97 million, a decrease of 5.92% compared to CNY 11.66 million in the same period last year[40]. - Operating profit was CNY -0.40 million, down 123.04% from CNY 1.73 million in the previous year, primarily due to a decline in revenue from the consulting business of its wholly-owned subsidiary[40]. - The company's cash flow from operating activities showed a net outflow of CNY -1.00 million, a significant decrease of 758.90% compared to a net inflow of CNY 0.15 million in the previous year[50]. - The total sales revenue from wholesale was CNY 87.49 million, representing a year-on-year increase of 20.55%[41]. - The consulting service revenue was CNY 2.07 million, a decrease of 53.02% compared to the previous year[52]. - The company reported a net profit for the current period of -371,642.48, a significant decline from a profit of 625,595.64 in the previous period[184]. - The total comprehensive income for the current period is -371,642.48, down from 625,595.64 in the previous period[184]. - The net profit for the current period is -617,753.22, indicating a loss compared to the previous period[194]. Corporate Governance - The company has continuously complied with commitments made to minority shareholders[95]. - The company governance structure complies with the requirements set by the China Securities Regulatory Commission, ensuring effective operation and internal control systems[139]. - The board of directors consists of members with strong professional backgrounds and extensive experience, actively participating in relevant training[140]. - Independent directors play a crucial role in decision-making, particularly in financial audits and major related transactions, ensuring compliance and transparency[140]. - The company strictly adheres to information disclosure obligations, providing accurate and timely information to all investors, enhancing transparency and protecting minority shareholders' rights[140]. - The annual general meeting approved key reports and profit distribution plans, reflecting shareholder engagement and decision-making transparency[143]. - The company held a temporary shareholders' meeting to elect new board members and approve the appointment of the auditing firm for the fiscal year 2013[144]. - Independent directors attended board meetings and shareholder meetings, with no objections raised against company matters during the reporting period[145]. - The independent directors' suggestions were adopted, contributing to the improvement of the company's operational norms and decision-making processes[148]. - The audit committee reviewed the financial statements and confirmed they accurately reflect the company's financial position and operating results[149]. - The company maintains complete independence from its controlling shareholder in business, personnel, assets, organization, and finance, ensuring autonomous operations[151]. - There were no significant internal control deficiencies reported during the evaluation period[160]. Audit and Compliance - The company received an unqualified audit report with an emphasis of matter paragraph from Tianjian Accounting Firm[9]. - The auditor issued an unqualified audit report with an emphasis of matter for the 2013 financial report[98]. - The company appointed Tianjian Accounting Firm as the auditor for the 2013 fiscal year, with an audit fee of 320,000 yuan[96]. - The financial statements were audited by Tianjian Accounting Firm, with a clean audit opinion issued on January 28, 2014[164]. Shareholder Information - The total number of shareholders at the end of the reporting period was 18,429, an increase from 17,833 prior to the annual report disclosure[116]. - Shanghai Xinyi Industrial Co., Ltd. holds 25.84% of shares, totaling 106,938,440 shares, with no changes during the reporting period[116]. - The top ten shareholders include Taiji Group Co., Ltd. with 2.42% (10,000,000 shares) and Yang Chengshe with 2.16% (8,930,000 shares), with some shareholders experiencing reductions in holdings[116]. - Zhejiang International Trade Group Jinxin Asset Management Co., Ltd. reported a decrease of 18,247,831 shares, holding 3,516,420 shares at the end of the period[116]. - The company does not have any strategic investors or general legal persons becoming top ten shareholders through new share placements[116]. - There were no reported related party transactions or agreements among the top ten shareholders[118]. Operational Status - The company is currently in a state of operational suspension following the completion of its bankruptcy reorganization plan and debt settlement[16]. - Major asset restructuring and the transfer of shares by the largest shareholder have not made substantial progress, indicating significant uncertainty[16]. - The company has not established a main business temporarily, and the board will actively promote the continuous operation of its wholly-owned subsidiaries[16]. - The company has not engaged in any investment activities such as entrusted financial management or derivative investments, with all amounts reported as 0.00 yuan[63][62]. - The company has not reported any investigations or penalties against its directors, supervisors, or senior management during the reporting period[100]. - The company has not engaged in any mergers or acquisitions during the reporting period[198]. - The company has not established a performance evaluation and incentive mechanism for senior management[154]. Future Outlook - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves[7]. - The company plans to accelerate the transfer of equity by major shareholders and enhance its self-sustaining capabilities in 2014[68]. - The company has not provided specific guidance for future performance or market expansion strategies[198].