Part I Important Notice Important Declaration The Board, Supervisory Board, and senior management guarantee the quarterly report's accuracy, while key financial officers attest to the financial statements' truthfulness - The company's board of directors, supervisory board, and directors, supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the quarterly report content, and bear individual and joint legal responsibility4 - Company principal Ding Wei, head of accounting Su Bo, and head of accounting department Liu Huaming declare and guarantee the truthfulness, accuracy, and completeness of the financial statements in the quarterly report5 Part II Company Overview I. Key Accounting Data and Financial Indicators Total assets and net assets attributable to shareholders increased, with significant year-on-year growth in revenue and net profit, partly due to project revenue and acquisitions, with prior year data retrospectively adjusted - The company retrospectively adjusted or restated prior year accounting data due to business combinations under common control8 Changes in Key Accounting Data and Financial Indicators | Indicator | Amount at Period End/Year-to-Date (CNY) | Amount at Prior Year End/Prior Period (CNY) | Change (%) | Notes | | :--- | :--- | :--- | :--- | :--- | | Balance Sheet (Period-End): | | | | | | Total Assets | 54,617,815,690.19 | 51,458,001,555.87 | 6.14% | Compared to prior year-end | | Net Assets Attributable to Shareholders | 6,642,453,957.04 | 6,543,746,396.28 | 1.51% | Compared to prior year-end | | Income Statement (Year-to-Date): | | | | | | Operating Revenue | 6,167,802,898.23 | 3,704,279,426.13 | 66.50% | Compared to prior period | | Net Profit Attributable to Shareholders | 305,833,909.80 | 239,494,056.22 | 27.70% | Compared to prior period | | Net Profit Attributable to Shareholders Excluding Non-Recurring Gains/Losses | 313,112,149.90 | 113,364,217.99 | 176.20% | Compared to prior period | | Net Cash Flow from Operating Activities | 1,976,995,109.10 | 1,970,880,300.17 | 0.31% | Compared to prior period | | Basic Earnings Per Share (CNY/share) | 0.16 | 0.13 | 23.08% | Compared to prior period | | Diluted Earnings Per Share (CNY/share) | 0.16 | 0.13 | 23.08% | Compared to prior period | | Weighted Average Return on Net Assets | 4.66% | 4.62% | 0.84% | Compared to prior period | Non-Recurring Gains and Losses (Year-to-Date) | Item | Amount (CNY) | | :--- | :--- | | Gains/Losses on Disposal of Non-Current Assets | -144,360.45 | | Government Subsidies Recognized in Current Profit/Loss | 5,718,867.92 | | Net Profit/Loss of Subsidiaries from Beginning of Period to Merger Date Arising from Business Combinations Under Common Control | -5,961,926.14 | | Other Non-Operating Income and Expenses Apart from the Above | 2,001,979.69 | | Less: Income Tax Impact | 4,157,041.33 | | Minority Interest Impact (After Tax) | 4,735,759.79 | | Total | -7,278,240.10 | II. Total Number of Shareholders and Top Ten Shareholders' Holdings at Period End The company had 39,263 common shareholders, with controlling shareholder Hualian Holdings holding 59.79% of shares, largely pledged, and no preferred shareholders - The total number of common shareholders at the end of the reporting period was 39,263 accounts12 - Controlling shareholder Hualian Holdings Co., Ltd. held 59.79% of shares, totaling 1,134,081,595 shares, of which 1,131,341,562 shares were pledged12 - The company had no preferred shareholders during the reporting period14 1. Total Number of Common Shareholders and Preferred Shareholders with Restored Voting Rights, and Top 10 Shareholders' Holdings Lists the total common shareholders and top ten common shareholders' holdings, including pledged shares, with Hualian Holdings as the largest shareholder with most shares pledged Top 10 Shareholders' Holdings | Shareholder Name | Shareholder Nature | Holding (%) | Number of Shares (shares) | Pledged or Frozen Shares (shares) | | :--- | :--- | :--- | :--- | :--- | | Hualian Holdings Co., Ltd. | Domestic Non-State Legal Person | 59.79% | 1,134,081,595 | 1,131,341,562 (Pledged) | | Beijing Ganshang Investment Co., Ltd. | Domestic Non-State Legal Person | 4.96% | 94,017,997 | 0 | | Beijing Jiuzhou Wanli Investment Co., Ltd. | Domestic Non-State Legal Person | 3.05% | 57,919,598 | 0 | | China Securities Finance Corporation Limited | State-Owned Legal Person | 2.87% | 54,439,866 | 0 | | Shaanxi International Trust Co., Ltd. - Shanguotou · Chiying No. 98 Securities Investment Collective Fund Trust Plan | Other | 2.33% | 44,192,426 | 0 | | Beijing Hengtian Yongsheng Sci-Tech & Trade Co., Ltd. | Domestic Non-State Legal Person | 2.23% | 42,300,000 | 0 | | Tibet Xuefeng Technology Investment Consulting Co., Ltd. | Domestic Non-State Legal Person | 1.72% | 32,607,755 | 0 | | Wu Mengling | Domestic Natural Person | 1.69% | 32,112,095 | 0 | | CRRC Trust Co., Ltd. - Guangbo No. 2 Single Fund Trust | Other | 1.02% | 19,393,436 | 0 | | Central Huijin Asset Management Co., Ltd. | State-Owned Legal Person | 0.85% | 16,132,900 | 0 | - Hualian Holdings Co., Ltd. has no associated relationship with other shareholders and is not considered a party acting in concert as defined by the 'Measures for the Administration of the Takeover of Listed Companies'13 - Tibet Xuefeng Technology Investment Consulting Co., Ltd. held 31,807,955 shares through a margin trading and securities lending account13 2. Total Number of Preferred Shareholders and Top 10 Preferred Shareholders' Holdings The company had no preferred shareholders during the reporting period - The company had no preferred shareholders during the reporting period14 Part III Significant Matters I. Changes and Reasons for Major Financial Data and Indicators During the Reporting Period Key financial metrics showed varied changes, with decreases in cash and certain liabilities due to repayments, increases in various assets and advances from customers driven by operational and acquisition activities, and higher revenue and costs from project recognition, alongside significant cash outflows from investing and financing Balance Sheet Item Changes and Reasons (Period-End vs. Period-Beginning) | Item | Period-End Amount (CNY) | Change (%) | Explanation of Change | | :--- | :--- | :--- | :--- | | Monetary Funds | 6,019,741,755.64 | -31.95% | Mainly due to repayment of borrowings during the period | | Prepayments | 696,270,387.73 | -48.36% | Mainly due to land payments in prepayments at the beginning of the period being transferred to inventories | | Other Current Assets | 1,676,350,270.44 | 84.35% | Mainly due to increased prepaid taxes during the period | | Construction in Progress | 5,229,698,490.54 | 78.63% | Mainly due to construction expenditures for self-held properties during the period | | Productive Biological Assets | 31,478,737.97 | 75.15% | Mainly due to increased asset purchases during the period | | Goodwill | 1,242,774,750.89 | 156.63% | Mainly due to the new acquisition of Niwo Finance | | Deferred Income Tax Assets | 619,441,605.66 | 39.03% | Mainly due to increased advances from customers leading to increased recognized deferred assets | | Other Non-Current Assets | 256,440,371.12 | 55.22% | Mainly due to new assets | | Advances from Customers | 11,298,099,681.75 | 43.63% | Mainly due to increased receipts from property sales during the period | | Employee Compensation Payable | 103,933,970.00 | -60.03% | Mainly due to accrual of salaries and bonuses at the end of the previous year | | Bonds Payable | 1,293,988,290.67 | -43.35% | Mainly due to repayment of bonds during the period | Income Statement Item Changes and Reasons (Year-to-Date vs. Prior Period) | Item | Current Period Amount (CNY) | Change (%) | Explanation of Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 6,167,802,898.23 | 66.50% | Mainly due to project revenue recognition and increased revenue from the acquisition of Hunan Overseas | | Operating Costs | 4,171,994,688.56 | 57.62% | Mainly due to increased revenue leading to increased costs | | Taxes and Surcharges | 462,539,216.43 | 139.73% | Mainly due to increased project revenue recognition | | Selling Expenses | 440,954,055.60 | 68.53% | Mainly due to increased project sales leading to increased expenses | | Financial Expenses | 518,749,209.37 | 39.46% | Mainly due to increased capitalized interest expensed as projects are completed | | Income Tax | 199,818,947.67 | 39.06% | Mainly due to increased revenue recognition during the period | Cash Flow Statement Item Changes and Reasons (Year-to-Date vs. Prior Period) | Item | Current Period Amount (CNY) | Change (%) | Explanation of Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Investing Activities | -1,933,473,925.74 | 333.07% | Mainly due to increased expenditures for self-held properties during the period | | Net Cash Flow from Financing Activities | -3,137,778,094.84 | 105.35% | Mainly due to increased debt repayments during the period | II. Progress, Impact, and Solutions for Significant Matters Non-public share issuance is suspended due to sponsor investigation, with adjusted terms; subsidiary completed Niwo Finance acquisition; and other financing initiatives, including reinsurance company establishment, offshore USD bonds, medium-term notes, and non-public corporate bonds, are in progress or awaiting approval - The company's non-public issuance of shares was suspended due to the investigation of its sponsor, Southwest Securities, with the issue price adjusted multiple times to CNY 9.13/share and the maximum issuance quantity adjusted to 492,880,613 shares, currently still in progress18 - Controlling subsidiary New Silk Road Cultural Tourism completed the acquisition of 100% economic interest in Shenzhen Niwo Financial Information Service Co., Ltd. for HKD 1.4118 billion (approximately CNY 1.2 billion) through share issuance, making Paixing Technology the second-largest shareholder of New Silk Road Cultural Tourism19 - The company plans to co-establish Asia-Pacific Reinsurance Co., Ltd. with a cash contribution of CNY 2 billion, holding a 20% stake; this matter has been submitted to the China Insurance Regulatory Commission for approval and has not yet completed business registration and capital contribution2021 - The proposal for the company's wholly-owned offshore subsidiary to issue offshore USD bonds with a total size not exceeding USD 400 million and a 3-year term, guaranteed by the company, has been approved by the Board of Directors and the General Meeting of Shareholders, with no latest progress currently21 - The proposal for the company to register and issue medium-term notes not exceeding CNY 1.6 billion has been accepted for registration by the National Association of Financial Market Institutional Investors, and related work is underway2122 - The proposal for the company to non-publicly issue corporate bonds with a total face value not exceeding CNY 2 billion has received a no-objection letter from the Shenzhen Stock Exchange, and related work is underway22 III. Unfulfilled Commitments by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period The company had no overdue unfulfilled commitments from its controlling shareholder, shareholders, related parties, acquirers, or itself during the reporting period - The company had no overdue unfulfilled commitments from its controlling shareholder, shareholders, related parties, acquirers, or the company during the reporting period23 IV. Forecast of 2018 Annual Operating Performance The company did not issue any warnings or explanations regarding a loss or significant change in its 2018 annual operating performance - The company did not issue any warnings regarding a loss or significant change in its 2018 annual operating performance during the reporting period24 V. Securities Investment The company had no securities investments during the reporting period - The company had no securities investments during the reporting period25 VI. Wealth Management The company had no entrusted wealth management during the reporting period - The company had no entrusted wealth management during the reporting period25 VII. Derivative Investments The company had no derivative investments during the reporting period - The company had no derivative investments during the reporting period26 VIII. Registration Form for Investor Relations Activities During the Reporting Period The company engaged with investors primarily via phone on various topics including project progress, financing, and financial performance, alongside one institutional on-site visit - A total of 17 investor relations activities were conducted during the reporting period, including 16 phone communications with individual investors and 1 on-site institutional visit2728 - Investor concerns included the progress of the Korea project, non-public share issuance, 2017 annual operating performance, Tongguanyao project progress, annual report disclosure timeline, bond interest rate adjustments and put options, dividend distribution schedule, 2018 semi-annual operating performance, board resolutions, Langzhong Ancient City project status, and the listing status of Changsha Bank (an associate)2728 IX. Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period29 X. Non-Operating Fund Occupation by Controlling Shareholder and Related Parties The company had no non-operating fund occupation by its controlling shareholder or related parties during the reporting period - The company had no non-operating fund occupation by its controlling shareholder or related parties during the reporting period30
盈新发展(000620) - 2018 Q3 - 季度财报