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S*ST盛润: 2008年半年度报告（英文版）
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GUANGDONG SUNRISE HOLDINGS CO., LTD.
INTERIM REPORT 2008
August 21, 2008
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Important Notice
The Board of Directors, the Supervisory Committee as well as directors, supervisors and
senior management of the Guangdong Sunrise Holdings Co., Ltd. (hereinafter referred to
as “the Company”) individually and collectively accept responsibility for the correctness,
accuracy and completeness of the contents of this report and confirm that there are no
false information, misleading statement or material omissions. The summary of interim
report 2008 is abstracted from full text of the interim report, which is published on the
Internet website (www.cninfo.com.cn) in the mean time. The investors are suggested to
read the full text of interim report to understand more details.
None of directors, supervisors and senior management stated that he/she couldn’t ensure
the correctness, accuracy and completeness of the contents of the Interim Report or had
any objection for this report.
All directors of the Company (7 directors in total) attended the 3rd Meeting of the Sixth
Board of Directors of the Company.
Mr. Wang Jianyu, Chairman of the Board of the Company, Mr. Wang Jianyu, Person in
charge of accounting work and concurrently General Manager, and Mr.Yu Deshan,
person in charge of accounting organ, hereby confirm that the Financial Report of this
Interim Report is true and complete.
The interim financial report 2008 of the Company has not been audited.
The report is prepared both in Chinese and English. If there is any difference in
understanding between them, the Chinese version shall prevail.
CONTENTS
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SECTION I COMPANY PROFILE------------------------------------------------------------4
SECTION II MAJOR FINANCIAL DATA AND INDEXES -----------------------------5
SECTION III CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT
SHARES HELD BY MAIN SHAREHOLDERS---------------------------------------------6
SECTION IV PARTICULARS ABOUT DIRECTORS, SUPERVISORS AND SENIOR
MANAGEMENT---------------------------------------------------------------------------------8
SECTION V REPORT OF THE BAORD OF DIRECTORS------------------------------9
SECTION VI SIGNIFICANT EVENTS-----------------------------------------------------11
SECTION VII FINANCIAL REPORT-------------------------------------------------------21
SECTION VIII DOCUMENTS AVAILABLE FOR REFERENCE---------------------54
Attachment: Statement of Impairment of Assets, Statement of Change on Owner’s Equity
----------------------------------------------------------------------------------------------------55
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SECTION I COMPANY PROFILE
I. Legal name of the Company in Chinese: 广东盛润集团股份有限公司
Legal name of the Company in English: Guangdong Sunrise Holdings Co., Ltd.
(Abbreviation: SUNRISE)
II. Legal Representative: Wang Jianyu
III. Secretary of the Board of Directors: Yu Deshan (on behalf of)
Contact Tel: 0755-83877511
Securities Affairs Representative: Chen Liantan
Contact Tel: 0755-83875531
Contact Address: Secretariat on the 4th Floor East, Block 203, Tairan Industrial Zone,
Chegongmiao, Shenzhen
Fax: 0755-83875212
E-mail: lionda@mailcenter.com.cn
IV. Registered Address: Tairan Industrial Zone, Chegongmiao, Shenzhen, Guangdong
and P.R.C.
Office Address: 4/F East, Block 203, Tairan Industrial Zone, Chegongmiao, Shenzhen
Post Code: 518040
V. Newspapers Chosen for Disclosing the Information of the Company:
Securities Times and Hong Kong Ta Kung Pao
Internet Website Designated by CSRC for Publishing the Interim Report:
http://www.cninfo.com.cn/default.htm
The Place Where the Interim Report is Prepared and Placed: Secretariat of the Company
VI. Stock Exchange Listed with: Shenzhen Stock Exchange
Short Form of the Stock: S*ST Sunrise, *ST Sunrise-B
Stock Code: 000030, 200030
VII. Other Relevant Information of the Company
The initial registration of the Company: Date: Sep. 1993
Place: Jiahua Bldg., Huaqiang North Road, Shenzhen
Registration code of legal person’s business license: 4400001001658
Registration code of tax: SNR Zi 440301190325278
SLT Zi 440304190325278
Name and address of Certified Public Accountants engaged by the Company:
Shenzhen Dahua Tiancheng Certified Public Accountants
Office Address: 11/F, Tower B, United Plaza, Binhe Road, Shenzhen
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SECTION II MAJOR FINANCIAL DATA AND INDEXES
I. Major financial data and indexes (Unit: RMB Yuan)
Increase/decrease of
As at the end of As at the end of the end of report period
this report period last year compared with the end
of the last year (%)
Total assets 24,290,168.70 27,154,777.79 -10.55%
Owner’s equity (or Shareholder’s
-1,650,843,825.17 -1,638,393,498.52
equity)
Net assets per share -5.72 -5.68
Increase/decrease
during the report
The report period The same period
period compared
(Jan. -Jun.) of last year
with that of the last
year (%)
Operating profit -18,929,678.65 -17,583,119.72
Total profit -12,450,326.65 -16,293,079.72
Net profit -12,450,326.65 -16,293,079.72
Net profit after deducting
-18,929,678.65 -16,140,068.63
non-recurring gains and losses
Earnings per share-basis -0.0432 -0.06
Earnings per share-diluted -0.0432 -0.06
Return on equity (%)
Net cash flow arising from operating
27,209.90 15,512.50 75.41%
activities
Net cash flow per share arising from
0.0001 0.0001 0.00%
operating activities
Items of non-recurring gains and losses and the relevant amount (Unit: RMB Yuan)
Items of non-recurring gains and losses Amount
Net income/expense from non-operation 6,479,352.00
Total 6,479,352.00
II. There existed no difference in Company’s net profit as audited by PRC GAAP and
IFAS respectively. (Unit: RMB Yuan)
PRC GAAP IFAS
Net profit -12,450,326.65 -12,450,326.65
Net asset -1,650,843,825.17 -1,650,843,825.17
Explanation on
There is no difference due to almost same between PRC GAAP and IFAS
difference
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SECTION III CHANGES IN SHARE CAPITAL AND PARTICULARS
ABOUT SHARES HELD BY MAIN SHAREHOLDERS
I. Particulars about changes in shares
In the report period, the Company’s total shares and its structure remained unchanged.
II. At the end of report period, the Company had totally 13,114 shareholders, including
8,870 shareholders of A-share and 4,244 shareholders of B-share.
III. As at the end of the report period, shares of the Company held by the top ten
shareholders and the top ten shareholders of tradable share are as follows:
Total shareholders 13,114
Particulars about shares held by the top ten shareholders
Number of
Nature of Proportion Total share Shares pledged
Name of shareholders non-tradable
shareholders (%) holding and frozen
shares held
Non state-owned
SHENZHEN LIONDA GROUP
legal person in 66.36% 191,400,000 191,400,000 191,400,000
CO., LTD.
domestic
Non state-owned
SHENZHEN COLORED METAL
legal person in 1.83% 5,280,000 5,280,000 0
FINANCIAL CO., LTD.
domestic
Non state-owned
SHENZHEN INTERNATIONAL
legal person in 1.83% 5,280,000 5,280,000 0
TRUST & INVESTMENT CO., Ltd.
domestic
SHENZHEN HUACHENGDA Non state-owned
INVESTMENT HOLDING CO., legal person in 1.37% 3,960,000 3,960,000 3,960,000
LTD. domestic
HAINAN HUIHEXING Non state-owned
INVESTMENT MANAGEMENT legal person in 0.92% 2,640,000 2,640,000 0
CO., LTD. domestic
Non state-owned
LIUZHOU JIALI REAL ESTATE
legal person in 0.63% 1,810,000 0
DEVELOPMENT CO., LTD.
domestic
CHINA EVERBRIGHT HOLDINGS Foreign legal
0.49% 1,409,311 0
CO., LTD. person
Domestic
SU MING 0.38% 1,110,000 0
natural person
Foreign legal
CITRINE CAPITAL LIMITED 0.30% 868,783 0
person
Domestic
NI MING 0.19% 541,700 0
natural person
Particulars about shares held by the top ten shareholders of tradable share
Name of shareholders Number of tradable share holding Type of shares
LIUZHOU JIALI REAL ESTATE
1,810,000 RMB ordinary share
DEVELOPMENT CO., LTD.
CHINA EVERBRIGHT HOLDINGS CO.LTD 1,409,311 Foreign shares listed in domestic
SU MING 1,110,000 RMB ordinary share
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CITRINE CAPITAL LIMITED 868,783 Foreign shares listed in domestic
NI MIN 541,700 Foreign shares listed in domestic
WU SHU PING 480,000 RMB ordinary share
BOCI SECURITIES LIMITED 480,000 Foreign shares listed in domestic
GAO SHAO HUA 458,100 Foreign shares listed in domestic
XU YONG SHAN 425,900 RMB ordinary share
PAN YU JIAO 397,800 Foreign shares listed in domestic
The Company was unknown whether there is any associated relationship among
Explanation on associated the top ten shareholders of tradable share; or whether there is any
relationship among the top ten action-in-concert among top ten shareholders of tradable share and legal person as
shareholders or consistent action described by the Administrative Rules on Information Disclosure about Changing
of Shareholding Status.
Note: (1) Shenzhen Lionda Group Co., Ltd. is the controlling shareholders of the
Company, which holds other domestic legal person shares and what its holding are not
listed for trade. The application of Shenzhen Lionda Group Co., Ltd. on changing the
character of sponsor shares from state-owned legal person to social legal person was
approved by State-owned Assets Supervision and Administration Commission of the
State Council in Dec. 2007, the Company transacted the relevant procedure of changes
and registration in Depository and Clearing Corporation Limited with above said
approval in early of Jan. 2008, Depository and Clearing Corporation Limited Shenzhen
Branch formally changed the state-owned legal person shares to other domestic legal
person shares on Jan. 17, 2008. For detailed information of above mentioned matters,
please refer to Suggestive Notice on Progress of Share Merger Reform published on
Securities Times and www.cninfo.com.cn on Jan. 7, 2008 and Jan. 21, 2008 with serial
No. 2008-001 and 2008-005.
(2) According to the A Share List of Top Ten Share Holding of Legal Person Shares in
Listed Company provided by China Securities Depository and Clearing Corporation
Limited Shenzhen Branch on Jul.1, 2008, all shares of the Company held by Shenzhen
Lionda Group Co., Ltd.(191.4 million legal person shares) and Shenzhen Huachengda
Investment Holding Co., Ltd.(3.96 million legal person shares) and were frozen. For
detailed information of freezing the 191.4 million legal person shares, please refer to
Supplementary Notice on freezing the Controlling Shareholder’ shares (Shenzhen Lionda
Group Co., Ltd.) with serial No. 2008-003 published on Securities Times, HK Ta Kung
Pao and www.cninfo.com.cn and on Jan. 14, 2008
(3) The fifth targeted largest shareholders of legal person shares-Shenzhen Guoyin
Investment Development Co., Ltd changed its name to Hainan Huihexing Investment
Management Co., Ltd. For detailed information, please refer to Public Notice on the
contentious matters and the changes on the fifth shareholders of targeted legal person
shares with serial No. 2008-031 published on Securities Times, HK Ta Kung Pao and
www.cninfo.com.cn on May 21, 2008.
IV. Particulars about changes in the controlling shareholder and actual controller
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During the report period, the Company’s controlling shareholder and actual controller
remained unchanged.
SECTION IV PARTICULARS ABOUT DIRECTORS, SUPERVISORS
AND SENIOR MANAGEMENT
I. In the report period, the changes on Company’s shares held by directors, supervisors
and senior management
th
In the report period, the Company held the 18 Meeting of the Fifth Board of Directors
and the 8th Meeting of the Fifth Supervisory Committee on Apr. 11, 2008, at which
approved the proposal on regular election of the Board and regular election of the
supervisory committee, and also were approved by shareholders’ general meeting 2007
held on May 27, 2008, there were no change on shares of the Company held by new
directors, supervisors and senior management.
In the report period, other Directors, Supervisors and Senior Management held no shares
of the Company, except Supervisor, Niu Suyan, holding with 6000 A shares of the
Company.
II. Particulars about employment and dissmission of directors, supervisors and senior
management.
th
1. The Company held the 18 Meeting of the Fifth Board of Directors on Apr. 11, 2008,
at which approved the proposal on regular election of the Board: because of the
expiration of the fifth Board of Directors, according to the domination from this Board,
Mr. Wang Jianyu, Mr. Yu Deshan, Mr. Xie Heng and Mr. Qiu Xiaotong were elected as
directors candidates of the sixth Board, Mr. Ban Wu, Mr. Pao Chengdong and Mr. Shao
Liangzhi as independent directors candidates of the sixth Board; Mr. Ao Yingchun would
not hold the post of director of the Company, Mr. Guo Shiping and Mr. Ma Hong
would not take the post of independent directors of the Company, all proposals on regular
election of the Board were submitted to shareholders’ general meeting 2007 held on May
27, 2008 for approval.
2. The Company held the 8th Meeting of the Fifth Supervisory Committee on Apr. 11,
2008, at which approved the proposal on regular election of the supervisory committee:
because of the expiration of the fifth supervisory committee, Ms. Xu Zhaojun and Ms.
Chen Hong were elected as supervisors candidates of the sixth supervisory committee,
Ms. Gong Yiheng would not serve as Chairman of the supervisory committee; the first
meeting of the third staff representative general meeting elected Ms. Niu Suyan as
supervisor of staff representatives; all proposals on regular election of the supervisory
committee were submitted to shareholders’ general meeting 2007 held on May 27, 2008
for approval.
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SECTION V REPORT OF THE BAORD OF DIRECTORS
I. General status of operating activities
1. Scope and business of main operations
During the report period, the Company had no main operations and had no income from
main operations and profit from main operations, however, the short-term loans of the
Company still reached as high as RMB 468 million, the financial expense of the
Company totaled RMB 17,836,027.10, which led to the losses during the first half year of
2008 and the net profit of RMB -12,450,326.65.
During the report period, the Company, the controlling shareholders, actual controller
together with agency company--Integrity Management Consulting continued to make
efforts to boost the progress of debts reorganization and assets organization and
endeavored to make some breakthroughs so as to improve the Company’s capacity of
continuous operation.
2. Problems and difficulty arising out of operation
Although the Company made great efforts on debt restructuring and assets restructuring,
the Company, the controlling shareholder, actual controller as well as agency company
contacted several companies who were interested to take part in the reorganization, but
still didn't reach any oral or written agreements, there was no material development on
debts and assets reorganization in the report period.
In the report period, the Company, controlling shareholders, actual controller exerted
themselves to step up the work of share merger reform of the Company, however,
191,400,000 shares of the Company held by controlling shareholder of the Company
---Shenzhen Lionda Group Co., Ltd. were frozen judicially (For detailed information,
please refer to Supplementary Notice on Freezing the Controlling Shareholder’ Shares
with serial No. 2008-003 published on Securities Times, HK Ta Kung Pao and
www.cninfo.com.cn and on Jan. 14, 2008.) so the Company couldn’t apply the
transaction of the implementation plan on share merger reform to Depository and
Clearing Corporation Limited. In addition, the Company received the [2008] SZFZ Zi
No.222 and 298 Notices from Shenzhen Intermediate People’s Court, from which knew
that above said 191,400,000 shares of the controlling shareholder of the Company drafted
to sell at auction included 18,473,734 shares paid for share merger reform consideration,
this auction matter would put off the implementation of share merger reform (For detailed
information, please refer to Public Notice on Significant Matter that Controlling
shareholders’ equity of the Company would be Sold at Auction Judicially with serial
No.2008-045 on Securities Times, HK Ta Kung Pao and www.cninfo.com.cn on Jul. 21,
2008)
II. Investment of the Company
In the report period, the Company had no raised proceeds and there was no such situation
that the application of proceeds raised through previous share offering continued to the
report period. In the report period, the Company had no investment project by non-raised
proceeds.
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III. Forecast that accumulative new profit from the beginning of the year to the end of the
next report period was loss and the warning on substantial changes compared with the
same period of last year and explanation for it
Since the Company’s short-term loan was still relatively high and its financial expense
was the higher, it was expected that the Company would be in losses continuously in the
3rd quarter of the year 2007.
IV. Explanation of management team on changes and dealing situation of items involved
with “Qualified Opinion” from the Certified Public Accountants in the previous year.
In the Auditors’ Report 2007, in the opinion of Shenzhen Dahua Tiancheng Certified
Public Accountants, as note 7 of annotation 7 and annotation 12 in Financial Statement,
the repayment pressure of short-term liabilities of the Company is huge. And there are
lots of guarantee liabilities being sued, which would directly influence the operation
continuity of the Company if they could not be eliminated in the short run. The
Company’s debt restructuring and asset restructuring are under the way, and the
management of the Company believed that debt & asset restructuring would deal with the
future business; therefore, financial statement 2007 is compiled based on continuous
operation. Continuous operation improving measures adopted by the Company are in the
initial stages, Shenzhen Dahua Tiancheng Certified Public Accountants got no satisfying
and proper auditing gist to ensure whether it can improve continuous operation
competence of the Company. Therefore, it is hard to judge whether it is proper to compile
financial statement 2007 according to continuous operation hypothesis. Based on foreside
events probable create a great and wide effect, Dahua Tiancheng Certified Public
Accountants could not express any opinions on financial statement of the Company. As
to these issues, the Board of the Company believed that, even though the Company
confronted with great short-term repayment pressure and lots of guarantee lawsuits, the
Company had made some progress in debt paying and assets tapping, and that it could get
the operation capital needed to maintain the normal production and operation. The
Company, controlling shareholder and actual controller and agency company-Integrity
Management Consulting tried hard to step up the work of liabilities and assets
reorganization, endeavored to make any breakthroughs in aspect of reorganization in
order to improve the Company’s capacity of continuous operation.
SECTION VI SIGNIFICANT EVENTS
I. Corporate governance
In the first half year of 2008, the Company continued to carry out the special campaign of
corporate governance step by step, enhance the rectification against with problems found
in corporate governance and perfect the structure of corporate governance according to
the relevant requirement of CSRC and Shenzhen Stock Exchange.
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In the report period, the Company can accord the requirement of Shenzhen Securities
Bureau to make the rectification on the Company’s independence, problems of not
opening the necessary information, problem on standardization of “three meetings”,
problem of part rules on internal control needed to be perfected, problem on actual
controller’s disclosure etc. In May 2008, the Company held the shareholders’ general
meeting at which examined and approved the Articles of Association, Rules of Procedure
of Shareholders’ General Meeting, Rules of Procedure of the Board of Directors, Rules of
Procedure of the Supervisory Committee, Rules for Independent Directors, Rules on
Information Disclosure etc. rules on internal control, and established Rules on Annual
Report for Independent Directors and so on. Furthermore, the Company also set down
rectification plan for problems on the actual controller’s disclosure, the situation of
corporate governance of the Company basically accorded the requirement of normative
documents, law and rules on corporate governance of listed companies from CSRC.
II. Implementation of profit distribution plan and plan of converting public reserve into
Share Capital in the report period
According to the resolutions of the Shareholders’ General Meeting 2007, the Company
did not distribute profits or convert capital public reserve into share capital.
III. In the interim of 2008, the Company neither distribute profit, convert capital reserve
into share capital nor capital reserve transferring into share capital.
IV. Material lawsuits and arbitrations in the report period
In the report period, the Company received the two pieces of executory orders and civil
written verdict respectively from Shenzhen Intermediate People’s Court respectively, one
piece of civil written verdict from Guangdong Puning People’s Court and 2 pieces of
civil written verdict from Guangdong Heyuan Intermediate People’s Court, and their
contents were as follows:
1. The dissension case on loan contract between the Company and Bank of China
Shenzhen Branch (China Cinda Asset Management Corporation Shenzhen Office). The
principal fund of this contract was HKD 32 million, and Shenzhen Shenbao Industrial Co.,
Ltd. shouldered joint liabilities for this loan. In December 2005, China Cinda Asset
Management Corporation Shenzhen Office transferred the aforesaid creditor’s right to
Glenmore Investment Limited, then the Company received two pieces of executory
orders and civil written verdict from Shenzhen Intermediate People’s Court on above said
matters, Shenzhen Intermediate People’s Court submitted the civil written verdict [(2008)
SZFZ Zi No.353 Document] on Mar. 26, 2008 as follows: closed down and frozen the
assets of the executed person (with limit that HKD 3,566,248 and the corresponding
interest, interests on arrears., debt interest during the period of delaying the
implementation, the case processing fee, property preservation fees, fees for
implementation and the actual costs incurred from implementation). Shenzhen
Intermediate People’s Court submitted the civil written verdict [(2008) SZFA Zi No. 127
Document] on Jan. 7, 2008 as follows: the executed person, the Company must fill the
property declaration form seriously according to the requirement of Several Provisions on
Problems such as Enforcing the Executed Person to Declare Their Property then
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submitted it to our Court within 7 days since the date that this written verdict is delivered
and reached. This lawsuit involved the changes of creditors and brought no effect on
current profit/loss.
2. The dissension case on loan contract among China Great Wall Asset Management
Corp. Shenzhen Office, Shenzhen Xinhuayu Ocean Environment and Technology Co.,
Ltd. and the Company with the principal fund of RMB 3 million, the Company provided
the guarantee for this loan. The Company received the civil written verdict from
Guangdong Puning People’s Court on Mar. 12, 2008 because Guangdong Puning
People’s Court accepted the Order of (2007) YGFZZ Zi No. 93 Document from
Guangdong Supreme People’s Court then put it on record and began to implement it.
During the period of implementing this case, China Great Wall Asset Management Corp.
Shenzhen Office transferred above said creditor’s right to Shenzhen Union Baoli
Investment Guarantee Co., Ltd. on Nov. 22, 2006; On Nov. 28, 2007, Shenzhen Union
Baoli Investment Guarantee Co., Ltd applied to change it as application executor of this
case to our court. Guangdong Puning People’s Court believed that Guangdong Puning
People’s Court’s application was in line with the requirement of law and rules then made
the civil written verdict [(2007) PFWZ Zi No. 169-1] legally on Jan. 16, 2008 as follows:
to change Shenzhen Union Baoli Investment Guarantee Co., Ltd. as application executor,
Shenzhen Union Baoli Investment Guarantee Co., Ltd. undertook the rights and
obligation from former application executor--China Great Wall Asset Management Corp.
Shenzhen Office, the Company withdrawn fully liabilities involving changes of creditor’s
right in this case and it brought no effect on current profit/loss.
3. Three dissension cases on loan contract between Shenzhen Guoyin Investment Group
Co., Ltd. and Bank of Communication Shenzhen Branch, Nanshan Sub-branch with
principal fund of RMB 2 million, RMB 3 million and RMB 6 million respectively and
RMB 11 million in total. The Company provided the loan guarantee for above mention
loans. Subsequently, the application executor--Bank of Communication Shenzhen Branch,
Nanshan Sub-branch transferred the relevant creditors’ right to Addvalue Holdings
Limited. On Mar. 10, 2008, Hainan Huihexing Investment Management Co., Ltd.
submitted the application to Guangdong Heyuan Intermediate People’s Court and asked
for the Court to change the application executor of this case. Through the examination,
Addvalue Holdings Limited signed the Equity Transfer Agreement with Hainan
Huihexing Investment Management Co., Ltd. on Feb. 4, 2008 in which the creditor’s
right of this case (except the processing fee cases, litigation costs of protection paid by
Bank of Communication, Shenzhen Branch, Nanshan Sub-branch in advance) was
transferred to Hainan Huihexing Investment Management Co., Ltd. On Mar. 8, 2008
Addvalue Holdings Limited and Hainan Huihexing Investment Management Co., Ltd.
published the Public Notice on Creditors’ right Transfer on Shenzhen Economic Daily.
Therefore, Guangdong Heyuan Intermediate People’s Court made the civil written verdict
[(2007)HZFZ Zi No. 100-2, 101-1 and 102-2 Documents] on Mar. 24, 2008 as follows: to
change Hainan Huihexing Investment Management Co., Ltd. as application executor of
this case and took the creditors’ rights confirmed by (2000) SZFJTC Zi No. 213, 214 and
215 Documents civil written judgment (excluding the processing fee cases of RMB
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91,190 and litigation costs of protection of RMB 34,470 paid by Bank of Communication,
Shenzhen Branch, Nanshan Sub-branch in advance). During the process of implementing
this case, Guangdong Heyuan Intermediate People’s Court entrusted Shenzhen Gongping
Auction Co., Ltd. to sell S*ST Sunrise 2,640,000 share (Stock Code: 000030, the nature
is targeted domestic legal person shares) held by Shenzhen Guoyin Investment Group Co.,
Ltd. at auction, but no one bided them through three auctions. The application executor
applied to this court and requested to use the reserve price of the third auction of RMB
6,479,352 to pay the debts. Guangdong Heyuan Intermediate People’s Court believed that
the applicant’s requirement is in line with the requirement of laws and made the civil
written judgment [(2007)HZFZ Zi No. 100-3,101-3 and 102-3] on Mar. 25, 2008
according to the law: (1) S*ST Sunrise 2,640,000 shares (Stock Code: 000030, the nature
is targeted domestic legal person shares) held by Shenzhen Guoyin Investment Group Co.,
Ltd. with evaluated value of RMB 6,479,352 were transferred to application executor
Hainan Huihexing Investment Management Co., Ltd.; (2) to release the above said
seizure of equity; (3) The application executor Hainan Huihexing Investment
Management Co., Ltd. transacted the procedure of property transfer depending on this
judgment. By the way, Depository and Clearing Corporation Limited Shenzhen Branch
inquired Details on Sponsor’s Shares and Shareholders of the Targeted Legal Person on
May 15, 2008 and knew that Shenzhen Guoyin Investment Group Co., Ltd. changed its
name to Hainan Huihexing Investment Management Co., Ltd. which held the S*ST
Sunrise 2,640,000 shares of the Company. Because the Company withdrawn fully
estimated liabilities of RMB 11 million, therefore, this lawsuit would make the Company
obtain gains of RMB 6,479,352.
For detailed information on above said lawsuits, please refer to Public Notice on the
contentious matters and the changes on the fifth shareholders of targeted legal person
shares with serial No. 2008-031 published on Securities Times, HK Ta Kung Pao and
www.cninfo.com.cn on May 21, 2008.
V. Acquisition and sales of significant assets and assets reorganization in the report
period
In the report period, the Company had no acquisition, sales and reorganization of
significant assets or those happened in the previous periods but continued to the report
period.
VI. Significant related transactions
(I) No merchandise purchasing or sale, nor relevant labor source offer or acceptation
happened in report period.
(II) No related transactions arising from changes of assets or share transfer occurred in
report period.
(III) No investment business from related parties together with the Company in report
period.
(IV) There existed the matters such as creditors’ right, liabilities current and guarantee
between the Company and the related parties (including the subsidiaries which didn’t
measure into the consolidation scope)
1. Credit and debt between the Company and related parties:
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(Unit: RMB’0000)
Providing capital to the related The related parties provided capital
parties to listed company
Name of related parties
Amount Balance Amount Balance
occurred Amount occurred Amount
Shenzhen Lionda Food Industry Co., Ltd. 0.00 499.87 0.00 0.00
Shenzhen Lionda Development Co., Ltd. -20.61 5,515.61 0.00 0.00
Shenzhen Lionda Materials Import & Export Co.,
0.00 2,793.53 0.00 0.00
Ltd.
Shenzhen Keruite New Materials Co., Ltd. 0.00 21.40 0.00 0.00
Shenzhen Tiayang PCCP Co., Ltd. 0.00 2,568.67 0.00 0.00
Shenzhen Jiadeng Trading Co., Ltd. 0.00 100.85 0.00 0.00
Shenzhen Yingte Enterprise Co., Ltd. 0.00 47.75 0.00 0.00
Shenzhen Fuguanghao Industry Co., Ltd. -53.05 46.42 0.00 0.00
Shenzhen China Bicycle Company (Holdings)
0.00 23,280.17 0.00 0.00
Limited
Shenzhen Lionda Group Corporation 0.00 0.00 -184.89 210.66
Shenzhen Lionda Leke Bag Co., Ltd. 0.00 0.00 0.00 101.96
Shenzhen Light Industry Import & Export Co., Ltd. 0.00 0.00 0.00 415.00
Shenxing Enterprise Co., Ltd. 0.00 0.00 0.00 37.26
Total -73.66 34,874.27 -184.89 764.88
Notes: (1) The debt and credit flows showed above between related parties and the
Company was historical issues. The main reasons for the contact between the Company
and the related parties on creditors’ right and liabilities were loans, guarantees or
payment down by others.
(2) Listed companies offered a total sum of RMB 0.00 to controlling shareholders and the
subsidiaries. The balance is RMB 0.00 in report period.
2. No new guarantees occurred between the Company and the related parties in the report
period.
(V) No other significant related transactions happened in this report period.
VII. Material contracts and their implementations
1. There were no trust, contract and lease assets happened between other companies or
the listed Company in the report period or in the previous periods but continued to the
report period.
2. There was no new guarantee issues occurred in the report period. The followings are
the historical problems regarding guarantee carried down from previous years.
(Unit: RMB’0000)
Particulars about the external guarantee of the Company (Excluding the guarantee for the controlling subsidiaries)
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Date of
Complete Guarantee
happening
Name of the Company Amount of Guarantee Guarantee impleme- for related
(date of
guaranteed guarantee type term ntation or party (yes
signing
not or not)
agreement)
Joint
Shenzhen Lionda Free May 30, 2000
May 30, 2000 850.00 responsibility No Yes
Trade Co., Ltd. – May 30, 2001
guarantee
Joint
Shenzhen Taiyang Dec. 30, Dec.30, 1993
4,335.00 responsibility No Yes
PCCP Co., Ltd. 1993 –Dec.30, 1998
guarantee
Joint
Shenzhen Gaokeda Mar. 10, Mar.10, 1994
50.00 responsibility No Yes
Electronics Co., Ltd. 1994 – Mar. 10, 1995
guarantee
Joint
Shenzhen Yuda Import July 8,1998–
Jul. 8, 1998 480.00 responsibility No Yes
& Export Co., Ltd. Jan. 25, 2000
guarantee
Shenzhen China Joint
Dec. 19, Dec. 19, 1995
Bicycle Company 29,116.00 responsibility No No
1995 –Nov. 25, 1998
(Holdings) Co., Ltd. guarantee
Yueshen Light Joint
Dec. 30, Dec. 30, 1993
Industry and Trading 818.78 responsibility No Yes
1993 –June 22, 1996
Co., Ltd. guarantee
Guangzhou Xufeng Joint
May 2, May 2, 1995 –
Enterprise Group Co., 1,500.00 responsibility No No
1995 May 2, 1996
Ltd. guarantee
Joint
Shenzhen Jinbeishen Jun. 22, Jun. 22, 1995
7,760.00 responsibility No No
Investment Co., Ltd. 1995 –Jun. 22, 1996
guarantee
Shenzhen Guoyin Joint
Dec. 13, Dec. 13, 1995
Investment Group Co., 3,382.00 responsibility No Yes
1995 – Jan. 28, 2001
Ltd. guarantee
Joint
Shenzhen Paina Apr. 30, Apr. 30, 1998
130.00 responsibility No No
Garment Co., Ltd. 1998 –Jan. 30, 1999
guarantee
Shenzhen Gintian Joint
Jun. 30, Jun. 30, 1997
Industrial Holdings 2,675.00 responsibility No No
1997 – Dec. 31, 1999
Co., Ltd. guarantee
Shenzhen Zhongwu Joint Apr. 30, 1997
Apr. 30,
Resources Import & 1,679.00 responsibility – Apr. 30, No No
1997
Export Co., Ltd. guarantee 1999
Shenzhen Joint
Sep. 25, Sep. 25, 1995
Guangyingda Industrial 7,897.01 responsibility No Yes
1995 – Jan. 31, 1999
Development Co. guarantee
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Joint
Shenzhen Ligang Aug. 15, Aug. 15, 1996–
723.38 responsibility No No
Industrial Co. 1996 Aug. 15, 1997
guarantee
Shenzhen
Maoyuan Joint
Jan. 30, Jan. 30, 1995
Investment 856.00 responsibility No No
1995 – Jan. 30, 1996
Development Co., guarantee
Ltd.
Shenzhen Xingda Joint
May 1, May 1, 1996
Industry & 40.00 responsibility No No
1996 –May 1, 1998
Trading Co., Ltd. guarantee
Joint
Shenzhen Chemical Mar. 5, Mar. 5, 199 –
1,371.00 responsibility No No
Plastic Co., Ltd. 1997 Mar. 5, 1998
guarantee
Shenzhen Jinhai Joint
Apr. 7, Apr. 7, 1996–
Electronics Co., 350.00 responsibility No No
1996 Apr. 7, 1997
Ltd. guarantee
Shenzhen Joint
May 23, May 23, 1996
Guanghualin 1,220.00 responsibility No No
1996 –May 23, 1997
Investment Co. Ltd. guarantee
Joint
Shenzhen Tiantai Jun. 20, June 20, 1995
166.00 responsibility No No
Chemistry Co., Ltd. 1995 –June 20, 1996
guarantee
Shenzhen Joint
Mar. 1, Mar. 1, 1998 –
Construction Material 80.00 responsibility No No
1998 Mar. 1, 1999
Group guarantee
Shenzhen Jingyuan Joint
Apr. 30, Apr. 30, 1997
Industry & Trading 80.00 responsibility No No
1997 –Apr. 30, 1998
Ltd. guarantee
Hainan Wanda Joint
Aug. 16, Aug. 16, 1996
Industry & Trading 3,093.86 responsibility No No
1996 – Aug. 16, 1997
Ltd. guarantee
Joint
Shenzhen Xuena Co., Jun. 10, June 10, 1995
112.91 responsibility No No
Ltd. 1995 –Dec. 10, 1996
guarantee
Shenzhen Light Joint
Jul. 31, July 31, 1997
Industry Import & 273.00 responsibility No Yes
1997 – Dec. 31, 1999
Export Co., Ltd. guarantee
Joint
Jun. 30, June 30, 1996
Jilin Lionda Co. 350.00 responsibility No Yes
1996 – Dec. 30, 1997
guarantee
Joint
Shenzhen Great World Mar. 1, Mar. 1, 1996 –
1,402.70 responsibility No No
Shopping Mall 1996 Mar. 1, 1997
guarantee
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Joint
Shenzhen Lionda Apr. 25, Apr. 25, 1996
781.50 responsibility No Yes
Development Co., Ltd. 1996 –Apr. 25, 1999
guarantee
Shenzhen Lionda Joint
Nov. 3, Nov. 3, 1996 –
Electrical Equipment 985.00 responsibility No Yes
1996 Nov. 3, 1999
Co., Ltd. guarantee
Joint
Shenzhen Paper Mar. 15, Mar. 15, 1997
1,790.00 responsibility No Yes
Making Co. 1997 – Mar. 15, 2000
guarantee
Joint
Shenzhen Lionda Sep. 1, Sep. 1, 1996 –
2,940.00 responsibility No Yes
Food Co., Ltd. 1996 Mar. 1, 2000
guarantee
Shenzhen Lionda Joint
Aug. 13, Aug. 13, 1995
Materials Import & 6,566.04 responsibility No Yes
1995 –Aug. 13, 2000
Export Co., Ltd. guarantee
Joint
Oct. 25, Oct. 25, 1997
Hunan Lionda Co. 325.00 responsibility No Yes
1997 –Oct. 25, 1998
guarantee
Shenzhen Lionda
Joint
Lucky C&B Jul. 4, 1996 –
Jul.4, 1996 12,850.00 responsibility No Yes
Industrial Co. Jul. 4, 1998
guarantee
Limited
Shenzhen Haima
Joint
Electrical Apr. 1, Apr. 1, 1995 –
1,750.00 responsibility No Yes
Equipment Co., 1995 Apr. 1 2000
guarantee
Ltd
Total of guarantee occurred in the report term 0.00
Total of balance in the report term (A) 71,091.45
Guarantee of the Company for the controlling subsidiaries
Total of guarantee provided to the controlled subsidiaries in the 0.00
report term
Total of balance of guarantee provided to the controlled 14,697.54
subsidiaries in the report term (B)
Particulars about total amount of guarantee of the Company
(Including the guarantee for the controlling subsidiaries)
Total amount of guarantee （A+B ） 85,788.99
The proportion of the total amount of guarantee in the net assets of -51.97％
the Company
Among which:
Amount of guarantee provided for the shareholder, actual 47,835.23
controller and other related parties （C ）
The debts guarantee amount provided for the guarantee of which 21,118.54
the assets-liability ratio exceeded 70% （D ）
Proportion of total amount of guarantee in net assets of the
16,835.22
Company exceeded 50% （E ）
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Total amount of the above three guarantees* （C+D+E ） 85,788.99
* Note: As filling in “total amount of the above three guarantees”, if one guarantee event
appear in the aforesaid three states at the same time, well then, the said guarantee was
only calculated once as calculated total amount.
3. The Company didn’t entrust others to manage cash assets and credit in the report
period or happening in previous term but lasting to this report period.
4. No other important contract during the report period.
5. Special explanation and independent opinions of related parties’ funds occupation and
external guarantee represented by independent directors
According to the relevant regulations of the Circular on Standardizing Capital Current
between Listed Company and Related Parties and Other Several Problems on External
Guarantees of Listed Company (ZJF [2003] No. 56 Document), Notice on Regulate
External Guarantee of Listed Companies (ZJF [2003] No. 120 Document), and the
Articles of Association of the Company, as the independent directors of the Company,
pursuant to the careful and responsible principle, we performed necessary inspection on
the external guarantees provided by the Company. The followings are the opinions we
issued independently:
The Company regulated the Company’s operation seriously according to the relevant
regulations and requirements from Circular. In the first year of 2008, there was no
situation happened that the controlling shareholder of the Company or the related parties
occupied the funds of listed company, the Company didn’t provide the guarantee for
controlling shareholder, the related parties, any non legal person units or individuals.
In the report period, the occurred amount provided to the controlling shareholder or its
subsidiaries by the listed company was RMB 0.00 and balance was RMB 0.00. The
reason for the contact between the Company and the related parties on creditors’ right
and liabilities was loan, guarantee and payment done by others. There used to be some
external guarantee provided to the controlling shareholder and its subsidiaries, which
belonged to historical residuals. For most objects of the guarantees are not able to recover
their debt, most of them have been treated as predicted liabilities in previous years.
VIII. There was no commitment of the restricted shares added by the shareholder holding
above 5% of shares of the Company in the year of 2008.
.
The Company or shareholder holding above 5% of shares of the Company’s commitment
events and performance in share merger reform process
The Company’s controlling shareholder --- Shenzhen Lionda Group Cooperation.
Name of
Commitment events Performance Notes
shareholders
Shenzhen 1. Shenzhen Lionda Group Corporation promised to perform the Unperformed Because the 191,400,000
Lionda obligation of paying the consideration which was fixed in share share merger shares of the Company
Group merger reform plan, it would compensate the other shareholders’ reform plan held by controlling
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Corporation loss generating from not implementation or incomplete shareholder-Shenzhen
implementation. Lionda Group Corporation
2. In view of share of S*ST Sunrise held by non-tradable were sold at auction
shareholder --- Shenzhen Huachengda Investment Holding Co., Ltd. judicially, above said
was frozen judicially, Shenzhen Lionda Group matter put off the
Corporation paid consideration, which should paid by Shenzhen implementation of share
Guoyin Investment Development Co., Ltd. In accordance with share merger reform, therefore
merger reform plan. After that, Shenzhen Huachengda Investment the transferred party or
Holding Co., Ltd. should pay back the consideration for Shenzhen new controlling
Lionda Group Corporation providing this share listed and traded, or shareholder must carry out
this share listing and trading should get the agreement of Shenzhen the commitment promised
Lionda Group Corporation. After finishing of this share merger by Shenzhen Lionda
reform, Shenzhen Huachengda Investment Holding Co., Ltd. listed Group Corporation.
and traded non-tradable shares, providing getting agreement of
Shenzhen Lionda, besides Guandong Sunrise Holdings Co., Ltd.
submitting listing & trading application to Stock
Exchange. 3. Relevant expense of this share merger reform shoulder
by the principal shareholder of the Company --- Shenzhen Lionda
Group Corporation.
IX. Securities Investment
In the report period, there were no securities investment occurred in the Company.
X. In the report period, the Company held no equity of other listed company and
non-listed financial enterprise, which planned to list.
XI. In the report period, investigation, communication and interview of the Company
were listed as follows
Reception Reception Reception Main content of discussion
Reception time
place way object and materials
Communica
Resumption of A shares, informed the substantial shareholder
Secretariat of tion A share
Feb. 26, 2008 could transact the share merger reform implementation after
the Board by investor
the release.
telephone
Communica
Resumption of A shares, informed the substantial shareholder
Secretariat of tion A share
Apr. 24, 2008 could transact the share merger reform implementation after
the Board by investor
the release.
telephone
The time for resumption of A share, the situation of
Secretariat of Written A share Company’s reorganization and the Company’s situation at
May 7, 2008
the Board inquiry investor present, represented the reason for not resuming A shares and
no material progress for the reorganization.
XII. Other significant events
1. During the report period, the Company renewed the employment of Shenzhen Dahua
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Tiancheng Certified Public Accountants as domestic and overseas auditor with one-year
period of employment, and the audit expense of RMB 450,000. This interim financial
report has not been audited.
2. In the report period, the Company, directors, supervisors, senior management,
shareholders of the Company and actual controller had not been inspected, experienced
administrative punishment or criticized by circulating a notices of criticism by China
Securities Regulatory Commission and condemned publicly by Shenzhen Stock
Exchange.
3. Share merger reform plan of the Company was voted and approved in relevant
shareholders’ meeting on Jan. 15, 2007. Share merger reform plan was as follows:
non-tradable shareholders paid 20,130,000 shares to A tradable shareholders registered
on the date of record of this share merger reform with their non-tradable shares as
consideration arrangement. So it can get tradable rights of all non-tradable shares in A
share market. Tradable A shareholders, who registered in the date of record of plan
performing, will get 5 shares consideration by non-tradable shares per 10 A tradable
shares. The191,400,000 shares of the Company held by controller
shareholders---Shenzhen Lionda Group Corporation were frozen judicially (For detailed
information, please refer to Complementary Notice on Equity of the Controlling
Shareholder were Frozen Judicially with serial No. 2008-003 published on Securities
Times, HK Ta Kung Pao and www.cninfo.com.cn on Jan. 14, 2008.), therefore the
Company couldn’t apply the transaction of the share merger reform implementation plan
to Depository and Clearing Corporation Limited all the time. Subsequently, the Company
received the Circular [2008] SZFZ Zi No. 222 and 298 documents from Shenzhen
Intermediate People’s Court on Jul. 18, 2008, from which the Company knew that the
191,400,000 shares of the Company held by the controlling shareholder of the Company-
Shenzhen Lionda Group Corporation were planed to sell at auction judicially. (For
detailed information, please refer to Public Notice on Significant Matter that Equity of
Controlling Shareholders of the Company were Planed to Sell at Auction with serial No.
2008-045 which were published on Securities Times, HK Ta Kung Pao and
www.cninfo.com.cn on Jul. 21, 2008.), this matter put off the progress of implementation
of share merger reform. Because the above said 191,400,000 shares included the share
merger reform’s consideration of 18,473,734 shares which were needed to pay by
Shenzhen Lionda Group Corporation, the transferred party or new controlling shareholder
must fulfill and pay the share merger reform’s consideration of 18,473,734 shares and
carry out the commitment promised by Shenzhen Lionda Group Corporation at the same
time.
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Section VII Financial Report
(The financial report has not been audited)
I. Accounting statement
Balance Sheet
Prepared by Guangdong Sunrise Holdings Co., Ltd. 30 June 2008 Unit: RMB Yuan
Amount as at 30 June 2008 Amount as at 1 January 2008
Items
Consolidation Parent company Consolidation Parent company
Current Assets:
Monetary funds 29,398.58 29,398.58 2,188.68 2,188.68
Settlement fund reserve
Dismantle fund
Transaction financial asset
Notes receivable
Account receivable
Account paid in advance
Premium receivables
Receivables from reinsurers
Reinsurance contract reserve
receivables
Interest receivable 80,000.00 80,000.00 1,931,203.38 1,931,203.38
Other account receivable 1,634,606.80 1,634,606.80 2,391,108.22 2,391,108.22
Financial assets purchased under
agreements to resell
Inventories 2,000,000.00 2,000,000.00 2,000,000.00 2,000,000.00
Non-current assets due within 1 year
Other current assets
Total current assets 3,744,005.38 3,744,005.38 6,324,500.28 6,324,500.28
Non-current assets:
Loans and advance
Available for sale financial assets
Held to maturity investments
Long-term account receivable
Long-term equity investment 12,543,375.02 12,543,375.02 12,543,375.02 12,543,375.02
Investing property
Fixed asset 8,002,788.30 8,002,788.30 8,286,902.49 8,286,902.49
Project in construction
Engineering material
Fixed asset disposal
Bearer biological asset
Oil assets
Intangible assets
Development expense
Goodwill
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Long-term expense to be apportioned
Deferred tax assets
Other non-current assets
Total of non-current assets 20,546,163.32 20,546,163.32 20,830,277.51 20,830,277.51
Total assets 24,290,168.70 24,290,168.70 27,154,777.79 27,154,777.79
Current liabilities:
Short-term borrowings 467,553,910.86 467,553,910.86 467,553,910.86 467,553,910.86
Borrowing from Central Bank
Deposits and due to banks and other
financial institutions
Placements from banks and other
financial institutions
Transaction financial liabilities
Notes payable
Account payable
Account received in advance
Financial assets sold under
agreements to repurchase
Handling charges and commission
payable
Employee’s compensation payable 486,790.38 486,790.38 488,108.73 488,108.73
Tax payable 73,682.01 73,682.01 -1,752.22 -1,752.22
Interest payable 367,332,704.21 367,332,704.21 349,492,769.23 349,492,769.23
Other account payable 154,224,350.84 154,224,350.84 156,073,332.14 156,073,332.14
Due to reinsurers
Insurance contract reserve
Customer deposits
Amount payables under security
underwriting
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 989,671,438.30 989,671,438.30 973,606,368.74 973,606,368.74
Non-current liabilities:
Long-term borrowings
Debentures payable
Long-term payables
Specific purpose account payables
Provisions for contingent liabilities 685,462,555.57 685,462,555.57 691,941,907.57 691,941,907.57
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities 685,462,555.57 685,462,555.57 691,941,907.57 691,941,907.57
Total liabilities 1,675,133,993.87 1,675,133,993.87 1,665,548,276.31 1,665,548,276.31
Owner’s equity
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Share capital 288,420,000.00 288,420,000.00 288,420,000.00 288,420,000.00
Capital surplus 381,059,098.78 381,059,098.78 381,059,098.78 381,059,098.78
Less: Treasury Stock
Reserved fund 138,304,806.89 138,304,806.89 138,304,806.89 138,304,806.89
General risk provision
Retained earnings -2,458,627,730.84 -2,458,627,730.84 -2,446,177,404.19 -2,446,177,404.19
Foreign exchange difference
Total owners' equity attributable to
-1,650,843,825.17 -1,650,843,825.17 -1,638,393,498.52 -1,638,393,498.52
holding company
Minority interest
Total owner’s equity -1,650,843,825.17 -1,650,843,825.17 -1,638,393,498.52 -1,638,393,498.52
Total liabilities and owner’s equity 24,290,168.70 24,290,168.70 27,154,777.79 27,154,777.79
Legal Representative: Wang Jianyu CFO: Wang Jianyu
Person in Charge of Accounting Office: Yu Deshan
Income Statement
Prepared by Guangdong Sunrise Holdings Co., Ltd. January-June 2008 Unit: RMB Yuan
January-June 2008 January-June 2007
Items
Consolidation Parent company Consolidation Parent company
I. Total sales 772,487.90 772,487.90 875,728.62 875,728.62
Including: Sales 772,487.90 772,487.90 875,728.62 875,728.62
Interests income
Premium income
Handling charges and commission income
II. Total cost of sales 19,702,166.55 19,702,166.55 17,015,797.25 17,015,797.25
Including: Cost of sales
Interests expenses
Handling charges and commission expenses
Claim expenses-net
Provision for insurance liability reserve
Expenses for reinsurance accepted
Payments on surrenders
Policyholder dividends
Taxes and associate charges
Selling and distribution expenses
Administrative expenses 1,866,139.45 1,866,139.45 2,306,147.04 2,306,147.04
Financial expense 17,836,027.10 17,836,027.10 14,709,650.21 14,709,650.21
Impairment loss
Add: gain/(loss) from change in fair value (“-”
means loss)
Gain/(loss) from investment (“-” means loss) -1,443,051.09 -1,443,051.09
Including: income form investment on
affiliated enterprise and jointly enterprise
Foreign exchange difference (“-” means loss)
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III. Business profit (“-” means loss) -18,929,678.65 -18,929,678.65 -17,583,119.72 -17,583,119.72
Add: non-business income 6,479,352.00 6,479,352.00 1,290,040.00 1,290,040.00
Less: non-business expense
Including: loss from non-current asset disposal
IV. Total profit (“-” means loss) -12,450,326.65 -12,450,326.65 -16,293,079.72 -16,293,079.72
Less: Tax expense
V. Net profit (“-” means loss) -12,450,326.65 -12,450,326.65 -16,293,079.72 -16,293,079.72
Attributable to: Parent company -12,450,326.65 -12,450,326.65 -16,293,079.72 -16,293,079.72
Minority interest
VI. Earnings per share
(I) basic earnings per share -0.0432 -0.0432 -0.06 -0.06
(II) diluted earnings per share -0.0432 -0.0432 -0.06 -0.06
Legal Representative: Wang Jianyu CFO: Wang Jianyu
Person in Charge of Accounting Office: Yu Deshan
Cash Flow Statement
Prepared by Guangdong Sunrise Holdings Co., Ltd. January-June 2008 Unit: RMB Yuan
January-June 2008 January-June 2007
Items
Consolidation Parent company Consolidation Parent company
1. Cash flows for operating activities:
Cash received from sales of goods or rending of
services
Cash received on deposits and from banks and
other financial institutions
Net increased cash received on borrowings from
central bank
Cash received on placements from other financial
institutions
Premium received
Cash received from reinsurance
Net increased amount received on policyholder
deposit and investment
Cash received from disposal of held for trading
financial assets
Interests, handling charges and commission
received
Cash received on placements from bank, net
Cash received under repurchasing, net
Refund of tax and fare received
Other cash received relating to operating activities 1,076,525.78 1,076,525.78 927,728.62 927,728.62
Sub-total of cash inflows 1,076,525.78 1,076,525.78 927,728.62 927,728.62
Cash paid for goods and services
Loans and advances drawn
Cash paid to central bank, banks and other financial
institutions, net
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Claims paid
Interests, handling charges and commission paid
Dividends paid to policyholders
Cash paid to and on behalf of employees 640,189.99 640,189.99 518,637.92 518,637.92
Tax and fare paid
Other cash paid relating to operating activities 409,125.89 409,125.89 393,578.20 393,578.20
Sub-total of cash outflows 1,049,315.88 1,049,315.88 912,216.12 912,216.12
Net cash flow from operating activities 27,209.90 27,209.90 15,512.50 15,512.50
2. Cash Flows from Investment Activities:
Cash received from return of investments
Cash received from investment income
Net cash received from disposal of fixed assets,
intangible assets and other long-term assets
Proceeds from sale of subsidiaries and other
operating units
Other cash received relating to investment activities
Sub-total of cash inflows
Cash paid for acquiring fixed assets, intangible
assets and other long-term assets
Cash paid for acquiring investments
Net cash used in loans
Net cash used in acquiring subsidiaries and other
operating units
Other cash paid relating to investment activities
Sub-total of cash outflows
Net cash flow from investing activities
3. Cash Flows from Financing Activities:
Cash received from absorbing investment
Including: Cash received from increase in minority
interest
Cash received from borrowings
Cash received from issuing debentures
Other proceeds relating to financing activities
Sub-total of cash inflows
Cash paid for settling debt
Cash paid for distribution of dividends or profit or
reimbursing interest
Including: dividends or profit paid to minority
interest
Other cash payments relating to financing activities
Sub-total of cash outflows
Net cash flow from financing activities
4. Effect of foreign exchange rate changes
5. Increase in cash and cash equivalents 27,209.90 27,209.90 15,512.50 15,512.50
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Add : Cash and cash equivalents at year-begin 2,188.68 2,188.68 76,550.21 76,550.21
6. Cash and cash equivalents at the end of the year 29,398.58 29,398.58 92,062.71 92,062.71
Legal Representative: Wang Jianyu CFO: Wang Jianyu
Person in Charge of Accounting Office: Yu Deshan
II. Notes to financial statement
For the six months ended 30 June 2008
(All amounts in RMB Yuan unless otherwise stated)
[English version for reference only]
Note 1. Company Profile
GUANGDONG SUNRISE HOLDINGS COMPANY LIMITED (hereinafter referred to as “the
Company”) is established in the People’s Republic of China as a jointly stock company as approved
by Government of Shenzhen City (Shen Fu Ban Fu (1993) No. 720) dated on June 7, 1993, the
Company restructured from the original “Shenzhen Lionda Group” by raising capital measure. On
September 29 1993, upon approval by the China Securities Regulatory Commission, the Company
issued common shares in RMB (A share) and foreign capital shares (B share) listed in Shenzhen Stock
Exchange. The number of business license of the Company is 4400001001658 and the present
registered capital is RMB 288,420,000. On June 13 2002, the Company renamed from “Shenzhen
Lionda Holdings Company Limited” to “Guangdong Sunrise Holdings Company Limited”.
The major business scope of the Company includes to sale and agent second and third class
merchandise in Guangdong Province (goods list is complies with the document YUE JING MAO
(1990) 320); export goods transfer to domestic sales or import goods; to sale woodwork (excluding
woods), industrial product materials (excluding gold, silver, card and dangerous chemistry products),
textile, computers and fittings, rubber products; provide consult service and investment.
The registered address of the Company is at 4 Floor, Block 203, Tairan Industry Zone, Chegongmiao,
Futian District, and Shenzhen China.
Note 2. Basis of Preparation of the Financial Statements
The financial statements prepared by the Company are in accordance with the requirements of China
Accounting Standards for Business Enterprises (2006) issued by the Ministry of Finance of the
People’s Republic of China (hereinafter referred to as “the Ministry of Finance”). According to China
Accounting Standards for Business Enterprise, estimation and assumptions are the requirement when
preparing financial statements, which will affect the disclosure of assets, liabilities and the contingent
liabilities as of balance sheet date and the profits/losses accounts for the year then ended.
As formulated by “Public offering Enterprise data disclosure question and answer No. 7—comparable
financial information preparation and presentation in former and new accounting standards transitional
period (Zheng Jianhui Kuai Ji Zi (2007) 10), in preparation of comparable financial statements, on the
basis of implementation of new accounting standards from Jan. 1, 2007, the Company recognizes the
beginning balance of 2007 for balance sheet, based on this and in accordance with the retrospective
adjustment principle, the Company recognizes the adjusted comparable balance sheet and income
statements as its financial statements .
As presented in Note 7 (7) and Note 12, the Company is under significant financial burdens on
short-term repayment obligations and large amounts of liabilities caused by guarantee are indicted,
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which will affect the going concern basis if the management is not able to vanish shortly. The debts
and assets restructuring are still in process, the management believes that after the reconstruction the
Company will have ability to operate in the future. As such, the financial statements have been
prepared on a going concern basis.
Note 3. Main accounting policies adopted by the Company and methods of
preparing the Company’s consolidated financial statement
(1) The accounting policies adopted by the Company are in accordance with the China Accounting
Standards for Business Enterprises (2006) issued by the Ministry of Finance.
(2) Accounting period
The accounting year of the Company is from January 1 to December 31.
(3) Recording currency
The recording currency of the Company is the RMB (Yuan), the statutory currency of the People’s
Republic of China.
(4) Basis of accounting and measurement
The Company follows the accrual basis of accounting. Assets are initially recorded at actual costs.
(5) Accounting method for foreign currency transactions
All transactions denominated in non-recording currency are translated into RMB at the fixed exchange
rate. At the year end, the Company adjusted monetary assets denominated in non-recording currency
converted into RMB at the market foreign exchange rates of the balance sheet date. The translation
differences raised from above transactions should be recorded into the profits and losses accounts for
current period. The net exchange losses arising form loans used for purchase fixed assets should be
capitalized in accordance with capitalization principle of loan costs.
(6) Cash and cash equivalents
The cash of the Company refers to cash on hand and deposits that are available for payment at any
time. The cash equivalents refers to short-term and highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of change in
value.
(7) Provisions for bad debts
The Company recognizes general and specific provision for bad debts based on an assessment of the
recoverability of receivables. Specific provisions are made for those receivables on the basis of
analysis for each individual accounts which are not possibly collectible. A general provision for the
remaining receivables, which is net of accounts for specific provision, is recorded 3% of the
receivables.
The bad debt is recognized when the bad debt is determined as such when the debtor is bankrupt or
dead, and the proceeds from the bankrupt’s estates or the decreased property are unable to cover the
debt; or the debtor fails to repay the overdue debt for long period with plain evidences to indicate his
inability to do so.
(8) Inventories
Inventories include raw materials, consignment materials, work in progress, finished goods, periodic
collecting delivered finished goods, developed goods and developed cost.
Inventories are accounted for initial cost when purchased, and using moving weighted average
accounting method when issued. Perpetual inventory system is applied to inventories. Low cost
consumables are expensed when using.
On the basis of stocktaking at the end of each year, for any inventory is physical damage, part or entire
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obsolescence or its sales price fall below its cost, which results the cost of the inventory is lower than
its net realizable value (the “NRV”), a provision for impairment of inventory should be made. The
provision for impairment equals to the difference between cost and NRV for individual item. NRV is
the estimated selling price in the ordinary course of business, less the estimated costs to completion
and the estimated costs necessary to conclude the sale.
(9) Long-term investment
(a) Investments in subsidiaries
In the individual financial statements of the Company, long-term equity investment in subsidiaries is
calculated with cost method, and the cost minus evaluation provision is calculated into the balance
sheet at the end of the period. While initial confirmation, the investment costs of long-term equity
investment in subsidiaries are measured according to the following principles:
- For long-term equity investment in subsidiaries arising from merger of enterprises under the same
control, the Company takes the share of book value of owners’ equity of the mergered party acquired
on the merger date as the initial investment costs of long-term equity investment. For the difference
between the initial investment costs of long-term equity investment and the book value of the paid
consideration, premium price of capital stock (or premium price of capital) in capital reserves is
modified; if the premium price of capital stock (or premium price of capital) in capital reserves is
insufficient to write off, the earning retained is modified.
- For long-term equity investment not under the same control, the Company takes the merger costs
confirmed on purchase date as the initial investment costs of long-term equity investment.
- For long-term equity investment in subsidiaries arising from non-corporate merger, while initial
confirmation, for long-term equity investment acquired from cash payment, the Company takes the
actually paid purchase price as the initial investment costs. For long-term equity investment obtained
from issuing equity securities, the Company takes the fair value of stock equity as initial investment
costs. For long-term equity investment invested by investors, the Company takes the value regulated
in investments contract or agreements as initial investment costs.
(b) Investment on joint enterprises and jointly-run enterprises
Investment on joint enterprises and jointly-run enterprises Joint enterprise refers to the enterprise to
which the Company and other investors perform joint control according to arrangement of agreements.
Joint control refers to mutual control to economic activities according to contracts, and only exists
when investors that need to share control power to important financial and operation decision relating
to economic activities agree unanimously. Jointly-run enterprise refers to the enterprise to which the
Company can perform material influence. Material influence refers to, with power of participating in
decision to finance and operation policy of the invested entity, but cannot control or jointly control
establishment of these policies with other parties.
Long-term equity investment to joint enterprises and jointly-run enterprises is calculated with equity
method, except the investment is in accordance with the conditions of holding for sale (namely, the
Company has made decision for disposal of this investment, has signed irrevocable transfer agreement
with the assignee, and this transfer will be completed within one year). The Company measures the
held-for-sale investment to joint enterprises and jointly-run enterprises according to book value and
estimated realizable net value which is smaller, and the difference that the book value is higher than
the estimated realizable net value is confirmed as devaluation losses of assets. When the investment to
joint enterprises and jointly-run enterprises is initially confirmed, for long-term equity investment
obtained with cash payment, the Company takes the actually paid purchase price as the initial
investment costs. For long-term equity investment obtained from issuing equity securities, the
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Company takes the fair value of stock equity as initial investment costs. For long-term equity
investment invested by investors, the Company takes the value regulated in investments contract or
agreements as initial investment costs. The detailed accounting treatments of the Company while
calculating with equity method include:
- In case the initial investment costs of long-term equity investment is larger than the share of fair
value of recognizable net assets of the invested entity as enjoyable while investment, the former is
used as costs of long-term equity investment; In case the initial investment costs of long-term equity
investment is less than the share of fair value of recognizable net assets of the invested entity as
enjoyable while investment, the latter is used as costs of long-term equity investment, and the
difference between the costs long-term equity investment and initial investment costs is calculated into
the current profits and losses.
- After obtaining the investment to joint enterprises and jointly-run enterprises, the Company deducts
the amount of debit balance of investment on stock equity confirmed according to the previous
accounting criteria and systems, amortized on linear amortization method according to the previous
ten years of amortization period from the investment to joint enterprises and jointly-run enterprises as
held by the Company before firstly executing China Accounting Standards for Business Enterprises
(2006), from the enjoyable or sharable share of net profits and losses realized by the invested entity,
and then confirms investment profits and losses and modifies the book value of long-term equity
investment; the book value of long-term equity investment is correspondingly reduced according to
the distributable part calculated according to profits or cash dividend declared for distribution by the
invested entity.
While calculating the enjoyable or sharable share of net profits and losses realized by the invested
entity, the Company is based on the fair value of recognizable assets of the invested entity when the
investment is acquired, if the accounting policies or accounting period of the invested entity are
different with the Company, necessary modification has been made to the financial statements of the
invested entity according to the accounting policies or accounting period of the Company while
calculation with equity method. The part of the internal transaction occurring between the Company
and joint enterprises and jointly-run enterprises, belonging to the Company calculated according to
share holding proportion, is set off while calculation with equity method. The unrealized losses
occurring in internal transactions are fully confirmed if any evidence shows the losses are devaluation
losses of relevant assets.
The net losses occurred by the Company to joint enterprises and jointly-run enterprises are limited to
when the book value of long-term equity investment and the long-term equity of other net investments
essentially to joint enterprises and jointly-run enterprises are reduced to zero, except the Company
bears the obligation of additional losses. If joint enterprises and jointly-run enterprises realize net
profits subsequently, the Company recovers confirming income share amount after the income share
amount offsets the loss share amount not confirmed.
(c) Other long-term equity investments
Other long-term equity investments refer to long-term equity investments without control, joint
control or material influence to the invested entity and without quotation in the active market and
which fair value cannot be reliably measured. The Company confirms the initial investment costs of
this kind of investment according to the above principles for confirmation and measurement of initial
costs of investments to joint enterprises and jointly-run enterprises, and performs subsequent
measurement with cost method.
(d) Provision for long-term investment
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At each period end, for long-term investment that the market value of investee is continually
decreased or the operation condition is worse, which value is considered to be less than the
recoverable amount, a provision for impairment should be made. The provision for impairment equals
to the difference between the investment’s carrying amount and the present value of estimated future
cash flows discounted at the effective interest rate computed at initial recognition. Impairment losses
can not be reversed in subsequent periods.
(10) Fixed assets and accumulated depreciation
Fixed assets refer to the tangible assets that the Company holds for producing goods, providing
services, lease or management and which service life is more than an accounting year.
The initial costs of the fixed assets externally purchased include purchase price, relevant taxes and
fees and the expenses belonging to the assets as occurred for making the assets to reach the scheduled
usable conditions. The initial costs of the fixed assets independently built include materials for the
project, direct labor, loan expenses in accordance with capitalized conditions and necessary
expenditures occurred before making the assets to reach the scheduled usable conditions.
Fixed assets are depreciated using the straight-line method to write off the cost of the assets to their
estimated residual values over their estimated useful lives. The estimated residual value of all fixed
assets is 10% of their original costs. The annual depreciation rate of fixed assets and estimated useful
lives are as follows:
Category Estimated useful lives Annual depreciation rate
Buildings and plants 20-35 years 2.57%-4.50%
Machinery equipment 10-15 years 9.00%-6.00%
Motor vehicles 5 years 18.00%
Electronic & other equipments 5 years 18.00%
Impairment of fixed assets
All fixed assets are reviewed at each period end. If at any time the recoverable amount has declined
below the carrying amount due to continuous decline of market price, negative change in technology,
physical damage and obsolescence, then impairment has occurred. The provision for impairment of
individual fixed assets equals to the differences between the recoverable amount and the carrying
amount of that fixed assets. Impairment losses can not be reversed in subsequent periods.
(11) Borrowing expenses
The borrowing expenses, which are occurred by the Company and can be directly listed into purchase,
construction or production of the assets in accordance with capitalized conditions, are capitalized and
calculated into the costs of relevant assets. Except the above borrowing expenses, other borrowing
expenses are confirmed as financial expenses at the current period of their occurrence. In the period of
capitalization, the Company confirms the amount of interest capitalization in each accounting period
according to the following method (including amortization of discounting price or premium price):
- For special loans borrowed for purchase, construction or production of the assets in accordance with
capitalized conditions, the Company confirms them with the amount of the interest expenses of special
loans calculated according to actual interest rate of the current period, minus the interest incomes from
the not used loan capital that is deposited into bank, or minus the investment earnings acquired from
temporary investment.
- For the common borrowing occupied for purchasing, constructing or producing the assets in
accordance with capitalized conditions, the Company calculates and confirms the interest amount of
common borrowings that shall be capitalized, according to the weighted average of capital
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expenditures of the part that the accumulative asset expenditures exceed the special borrowings,
multiplied capitalization rate of the occupied common borrowings. Capitalization rate is confirmed
according to the weighted average actual interest rate of common borrowings.
When the Company is confirming the actual interest rate of borrowings, the Company discounts the
future cash flow of borrowings in the anticipated existence term or any applicable shorter term, as the
interest rate used for the current book value of the borrowing.
Capitalization term refers to the term from capitalization of borrowing expenses to closing of
capitalization, exclusive of the term that the borrowing expenses suspend capitalization. When capital
expenditures and borrowing expenses have occurred, and the purchase, construction or production
activities necessary for making assets reach the scheduled usable or available-for-sale status have
commenced, capitalization of the borrowing expenses starts. When assets purchased, constructed or
produced in accordance with capitalized conditions reach the scheduled usable or available-for-sale
status, capitalization of borrowing expenses stops. If the assets in accordance with capitalized
conditions generate non-normal interruption in the course of purchase, construction or production, and
the interruption time exceeds three months, the Company temporarily stops capitalization of
borrowing expenses.
(12) Revenue recognition
Revenue is recognized when it is probable that the benefits will flow to the Group and when the
revenue can be measured reliably.
Sales of goods
Sales of goods are recognized when the goods are delivered and the title has passed.
Sales of properties under development are recognized when the properties developed for sale are sold
in advance of completion and the outcome of projects can be ascertained with reasonable certainty by
reference to the construction progress. Profit is recognized over the course of the development after
taking into account of allowance for contingencies.
Sales of properties are recognized when all the conditions of sale have been met and the risks and
rewards of ownership have been transferred to the buyer.
Interest income is accrued on a time proportion basis on the principal outstanding and at the interest
rate applicable.
Dividend income from investments is recognized when the shareholders’ right to receive payment has
been established.
(13) Contingent liability
The existence of the potential obligations formed by the past transactions or matters shall be validated
by occurrence or non occurrence of uncertain matters in the future; the performance of the current
obligations formed by the past transactions or matters may not likely cause economic benefits to flow
out the Group or the amount of the obligation cannot be reliably measured, the Group will disclose the
potential obligation or current obligation as contingent liability.
(14) Income tax
Confirmation of income tax is involved with judgment to future taxation treatment of some
transactions. The Group cautiously evaluates taxation influence of various transactions and calculates
corresponding Income taxes. The Group re-evaluates the taxation influence of these tran