某公司某年度中期財務報告(英)

1、KONKA GROUP CO., LTD.SEMI-ANNUAL REPORT 2002Konka Group Co., Ltd.Chairman of the Board: Ren KeleiAugust 23, 2002CONTENTSIMPORTANT NOTICE1I. COMPANY PROFILE1II. MAJOR FINANCIAL DATA AND INDEXES1III. CHANGE IN SHARE CAPITAL AND PARTICULARS ABOUT SHARES HELD BY MAIN SHAREHOLDERS1IV. DIRECTORS, SUPERVIS

2、ORS AND SENIOR EXECUTIVES2V. EXECUTIVE STATEMENTS2(I) Operational Results and Financial Highlights2(II) Business Review3(III) Investments4(VI) Plan for the Second Half Year 20024VI. SIGNIFICANT EVENTS5(I) Corporate Governance5(II) Distribution, Transferring or Issuance5(III) Significant Lawsuits and

3、 Arbitration5(IV) Significant purchase, Sale or Disposal of Assets6(V) Material Correlative Transactions6(VI) Significant Contracts8(VII) Commitments8(VIII) About Certified Public Accountants8(IX) Other Significant Events8(X) Index of Information about Other Significant Events8VII. FINANCIAL STATEME

4、NTS (ATTACHED)9VIII. DOCUMENTS FOR REFERENCE9ATTACHMENT: FINACIAL REPORT (Un-audited)10IMPORTANT NOTICEThe Board of Directors of Konka Group Co., Ltd. (hereinafter refereed to as the Company) and all directors individually and collectively accept responsibility for the correctness, accuracy and comp

5、leteness of the contents of this report and confirm that there are no material omissions nor errors which would render any statement misleading. The semi-annual financial report of the Company has not been audited. This report has been prepared in Chinese version and English version respectively. In

6、 the event of any discrepancy between the two versions, the Chinese version will prevail.Chairman of the Board: Ren KeleiI. COMPANY PROFILE1. Legal Name of the CompanyIn Chinese: 康佳集團股份In English: KONKA GROUP CO.，LTD.Abbr. in English: KONKA2. Registered (Office) Address: Overseas Chinese Town, Nansh

7、an District, Shenzhen Post Code: 518053E-mail: szkonkakonka , szkon3. Legal Representative: Mr. Ren Kelei, Chairman of the Board4. Secretary of Board of Directors: Mr. Chen XuriLiaison Address: Konka Group Co. Ltd., Overseas Chinese Town, Nanshan District ShenzhenLiaison Tel: (86) 755-26608866Fax: (

8、86) 755-26600082Authorized Representative in Charge of Securities Affairs:Mr. Chen Xuri and Mr. Yang Guobin5. Newspapers Chosen for Disclosing the Information of the Company:China Securities, Securities Times and Hong Kong Ta Kung PaoInternet Website Designated by CSRC for Publishing the Semi-annual

9、 Report: The Place Where the Semi-annual Report is Prepared and Placed:Secretariat of Board of Directors6. Stock Exchange Listed with: Shenzhen Stock ExchangeShort Form of the Stock: SHEN KONKA - A, SHEN KONKA - BStock Code: 000016, 200016II. MAJOR FINANCIAL DATA AND INDEXES Unit: RMBItemsJan. 1 to

10、Jun. 30, 2002Jan. 1 to Jun. 30, 2001Net Profit24,199,186.01-190,959,457.29Net profit after deducting non-recurring gains and losses32,040,299.94-187,293,494.23Fully diluted earnings per share0.0402-0.3172Net cash flows per share arising from operating activities0.64200.0481Fully diluted return on eq

11、uity (%)0.8252%-5.5794%Weighted average return on equity after deducting non-recurring gains and losses (%)1.0926%-5.4722%ItemsJun. 30, 2002Dec. 31, 2002Net assets per share4.87134.8073Net assets per share after adjustment4.75534.5859Shareholders equity (excluding minority interests)2,932,467,898.99

12、2,893,912,961.21The total amount of non-recurring gains and losses is RMB 7,841,113.93, and item involved are as following:ItemAmount (RMB)Non-operating income1,522,941.40Non-operating expenditure(14,017,196.46)Subsidy income1,946,662.27Goodwill as included in(158,490.49)Income of transferring share

13、 investment -Income of transferring equity investment 2,864,969.35Total(7,841,113.93)III. CHANGE IN SHARE CAPITAL AND PARTICULARS ABOUT SHARES HELD BY MAIN SHAREHOLDERS1. Particulars about change in structure of share capital in the report periodIn the report period, the structure of share capital o

14、f the Company remained unchanged.2. Total shareholders at the end of the report periodBy the end of the report period, the Company has totally 165,693 shareholders, including 149,798 shareholders of A-share and 15,895 shareholders of B-share.3. Particulars about shares held by main shareholdersNo.Na

15、me of ShareholdersShare holdingIncrease / decreaseProportion (%)Types01Overseas Chinese Town Group Company174,949,74629.06Domestic juristic persons shares (A-share)02Overseas Chinese Town (HK) Co., Ltd.76,511,872-10,191,46612.71Foreign share in circulation (B-share)03Hong Kong China Travel Service (

16、Group) Co., Ltd.46,022,116-335,5007.64Foreign share in circulation (B-share)04NOMURA TB/NOMURA ITM2,450,000+1,077,6000.41Foreign share in circulation (B-share)05TOYO SECURITIES ASIA LIMITED-A/C CLIENT 2,364,168-4,7390.39Foreign share in circulation (B-share)06XIN MING1,244,907+1,244,9070.21Foreign s

17、hare in circulation (B-share)07LONGYUAN SECURITIES INVESTMENT FUND1,220,663+1,220,6630.20Domestic share in circulation (A-share)08CHINA HI-TECH INVESTMENT GROUP CO.1,000,017+1,000,0000.17Domestic share in circulation (A-share)09HANDING SECURITIES INVESTMENT FUND1,000,000+1,000,0170.17Domestic share

18、in circulation (A-share)10NATO SECURITIES CO., LTD.802,464+191,5000.13Foreign share in circulation (B-share)Note: Among the top ten shareholders, Overseas Chinese Town (HK) Co., Ltd. is a foreign wholly-owned subsidiary company of Overseas Chinese Town Group Company (OCT Group). There existed no ass

19、ociated relationship among the other circulation shareholders.IV. DIRECTORS, SUPERVISORS AND SENIOR EXECUTIVES1. Particulars about shares held by directors, supervisors and senior executivesIn the report period, the shares of the Company held by directors, supervisors and senior executives remained

20、unchanged.2. Change in directors, supervisors and senior executives(1) As resolved in the 6th meeting of the 4th Board of Directors held on April 9, 2002, Lin Hanhui was dismissed from the post of deputy general manager.(2) As resolved in the 7th meeting of the 4th Board of Directors held on April 2

21、6, 2002, Hou Songrong was engaged as general manager in place of Liang Rong.(3) As resolved in Shareholders General Meeting 2001 held on May 13, 2002, Chen Weirong resigned from the post of director, in the meantime, Ni Zheng was engaged as director of the 4th Board of Directors. Xiao Zhuoji, Ye Wu

22、and Ma Liguang were engaged as independent director of the Company respectively. The said four new directors didnt hold the shares of the Company.V. EXECUTIVE STATEMENTS(I) Operational Results and Financial HighlightsIncrease/ decrease of main financial data compared to the same period last year Uni

23、t: RMBItemsAmount at period-endAmount at period-beginIncrease/ decrease（%）Total assets6,807,019,274.397,211,736,823.48-5.60%Shareholders equity2,932,467,898.99 2,893,912,961.21 1.35%ItemsJan.-Jun. 2002Jan.-Jun. 2002Increase/ decrease（%）Income from main business lines3,805,488,465.253,209,799,541.251

24、8.56%Profit from main business lines594,507,414.55515,613,282.9815.30%Net profit24,199,186.01(190,959,457.29)Net increase of cash and cash equivalents(140,394,178.15)(556,816,355.51)74.79%Reasons for the changes1) Total assets decreased by5.60% compared to the beginning of the report period, mainly

25、due to the reason that the inventory decreased and the financial statement of Shenzhen Huali Packing Trade Co., Ltd. and Shanghai Huali Packing Trade Co., Ltd. were not consolidated, as a result amount of fixed assets in the report perioddecreased compared to the same period last year. 2) Income fro

26、m main business lines increased by18.56% compared to the same period last year, mainly due to the great increase of mobile phone business.3) Profit from main business lines increased by 15.30%, mainly due to the increase of profit from mobile phone business.4) Net increase of cash and cash equivalen

27、ts increased by 74.79%, mainly due to the reason that sales income in the report period increased by nearly RMB0.6 billion. (II) Business ReviewThe Company is principally engaged in the production and sales of color TV, digital mobile phone, LCD screen and internet-relevant products, concurrently en

28、gaged in the production and sales of refrigerator, air conditioner, washing machine as well as the supported products (including high frequency connector, mould, molding, packaging, etc.). The Company is belonging to electronic manufacture and communication manufacture industry.1.The composing of in

29、come and profit from main business linesIn the first half year the Company realized sales income of RMB 3.8 billion，fulfilled 52.4%of full-year target，increased by 18.6% compared to the same period last year, a net profit of RMB 2.42 million，earnings per share of RMB 0.0402. It is estimated that the

30、 Company will maintain the same profit level in the third quarter and second half year 2002.In the first half year, the electric appliance industry presented recovery, color TV business realized sales income of RMB 3.1 billion, taking 81.37% of main business lines, and sales cost of RMB2.6 billion,

31、among which，production and sales of domestically sold color TV respectively reached 2.1 million sets and 2.3 million sets, increased by 59.35% and 34.9% respectively. Production and sales of overseas sold color TV reached 231.2 thousandsets and 190.7 thousand sets. According to the figure of Beijing

32、 Zhongyikang Market Supervisory and Forecasting Company, in the first half year 2002, the domestic market share of Konka Color TV was about 12.3%, among the top three. China mobile phone market grows rapidly, in the first half year, the mobile phone business of the Company realized sales income of R

33、MB 0.61 billion, taking 16.08% of main business lines, with sales cost of RMB 0.51 billion. Mobile phone business realized a net profit of RMB2.2 million, taking 92.77% of the net profit of the Company. Production and sales of mobile phones reached 593.6thousand sets and 559.5 thousand sets respecti

34、vely, increased by 106.1% and 114.2% respectively. Mobile phone really became the second most competitive product of the Company and new source of economy and profit increase.According to the data of Germany GFK Company Sino-Market Supervisory and Forecasting Company domestic market share of Konka m

35、obile phone was about 1%.2. Main work in first half yearAccording to Business Plan for 2002, the Company concentrated on developing profit resources, saving costs, improving administration and reinforcing cooperation, accelerated the adjustment and changes in all aspects. The business situation was

36、getting better step by step and all the business lines presented a good tendency in development.1) The Company kept on improving administration ability and operation efficiency, reinforcingadministration of costs and expenses, further improved the inventory and finished product velocity. In the firs

37、t half year 2002, sales expenses, administrative expenses and financial expenses decreased by 8.54%, 35.58%and 60.91% respectively compared to the same period last year. The net cash flows arising from operational activities r amounted to RMB 0.39 billion, assets and financial status of the Company

38、presented upward. 2) The Company took effective measures to accelerate business reorganization, and got great achievements in color TV, mobile phone and overseas businesses.Inventory of color TV was reduced by nearly 36%, sales personnel reduced by over 16%, even kept profit every single month after

39、 entering the slump season of color TV. Mobile phone business grew quickly and became the main resource of profit after the enlargement of new product development and market promotion and foster of key market and branches. Overseas business realized the plan for profit and stood out in the expansion

40、 of CEM businesses. The overseas sales orders presented a good tendency.3) The Company established IT companies, actively sought for and developed new businesses. At present, the product planning and channel construction of IT businesses have been started, among which the LCD display has formed a se

41、ries, the flat board PC of national brand will come into market in batches in the second half year.(III) InvestmentsRegarding the cooperative operation of real estate project, please refer to Material Correlative Transactions for details.(VI) Plan for the Second Half Year 2002In the second half year

42、 2002 the Company will be committed to renovation and improvement of administration based on the business idea of “No development no survival, no system no sustainability, strive to lay a solid base for the more rapid development of the next year. The Company will focus on the following aspects:1) T

43、o reinforce the impetus role of the D& R department, speed up the new products coming into the market, do a good job in planning, budget, control and analysis of the development of technical development of products and strive to improve the proportion of high-grade products.2) To keep on control

44、ling the inventory of color TV and mobile phone to improve the velocity of finished products. At the same time, to lower the costs and expenses by means of bidding in purchase of raw material, office use articles and insurance. 3) To emphasize the leading role of sales, set up the idea of All for Sa

45、les and strive to expand sales. To carry out measures combining pressure and inspirit, form effective sales management system and reward & punish mechanism, so as to improve the reaction speed of the branches of sales to market.4) To perfect the administration system and business process, strict

46、ly follow the system and process, striving for the forming of standard administration system and culture that can be copied and expanded. 5) To reinforce brand administration and brand construction, combine and organize the spreading resources, reinforce propaganda, improve the image of the brand an

47、d enhance the confidence of investors.VI. SIGNIFICANT EVENTS(I)Corporate Governance1) In the report period, the Company amended, made and adopted a series of systems and regulations concerning corporate governance in accordance with relevant laws and regulations as well as procedures, Procedures of

48、the Shareholders General Meeting, Procedures of the Board of Directors, Procedures of the Supervisory Committee, and Detailed Rules for the Work of General Manager, Correlative Transaction Decision-making System and Company Information Disclosure System etc. Also the Company amended the Articles of

49、Association, which was adopted and implemented after the examination and approval of Board of Directors, Supervisory Committee and Shareholders General Meeting.2) On May 13, 2002, as examined and approved in 2001 Shareholders General Meeting, Mr. Xiao Zhuoji, Mr. Ye Wu, Mr. Ma Liguang was elected as

50、 the independent directors of the 4th Board of Directors. At present, one third of members of the Board of Directors are independent directors, in line with the requirements of regulatory department.3) The Board of Directors plans to set up institutions directly under the Company including Strategy,

51、 Financial Audit, Nomination, Salary and Examination four special commissions to instruct and supervise the operation and administration of the Company.4) Due to historical reasons, the post of chairman of the Board of Directors of the Company was concurrently taken by Mr. Ren Kelei, who is the lega

52、l representative of the holding shareholder, OCT Group Co. Due to the social prestige of Mr. Ren Kelei and the significant role he plays in the development of the Company, the Company does not have the plan to change the situation. (II) Distribution, Transferring or IssuanceIn the report period, the

53、 Company conducted no profit distribution plan previously made, public reserve funds transferring into share capital or issuance of new shares. (III) Significant Lawsuits and ArbitrationIn the report period, the Company was involved in neither lawsuits nor arbitration.(IV) Significant purchase, Sale

54、 or Disposal of AssetsRegarding the equity assignment of subsidiary enterprises, please refer to Material Correlative Transactions for details.(V) Material Correlative TransactionsThe Company is the holding subsidiary of OCT Group Company. Hong Kong Konka Co., Ltd. (Hereinafter referred to as Hong K

55、ong Konka is the full capital subsidiary of the Company set in Hong Kong. Hong Kong OCT Co., Ltd. (hereinafter referred to as Hong Kong OCT Co., Ltd.) is the full capital subsidiary of OCT Group Company set in Hong Kong. OCT Group Company holds 45% equity of OCT Real Estate Co., Ltd.（hereinafter ref

56、erred to as OCT Real Estate Co., Ltd.）1. The Company cooperated with OCT Real Estate Co., Ltd. to operate D and E building of OCT PORTOFINO-SWAN CASTLE Real Estate Project.The project is located in the north west of Shenzhen OCT, occupies an area of 33500, with construction area of 68500(including u

57、nderground garage of 8600). The project is estimated to complete at the end of 2002. The project was planned and designed as tower, with total investment of RMB 0.3 billion, among with investment of the Company amounted to RMB 0.18 billion, taking 60% of the total investment and investment of OCT Re

58、al Estate Co., Ltd. amounted to RMB 0.12 billion, taking 40% of the total investment. The Company and OCT Real Estate Co., Ltd. were distributed profit (settled annually) and took relevant risks according to the above-mentioned investment proportion. At present, the project is proceeding smoothly, has been con