Summary of Detailed Report on Changes in Equity Interests of Shenji Group Kunming Machine Tool Company Limited

Transcription

1 Hong Kong Exchanges and Clearing Limited and The of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 沈 機 集 團 昆 明 機 床 股 份 有 限 公 司 SHENJI GROUP KUNMING MACHINE TOOL COMPANY LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (STOCK CODE: 0300) Summary of Detailed Report on Changes in Equity Interests of Shenji Group Kunming Machine Tool Company Limited Name of the listed company: Shenji Group Kunming Machine Tool Company Limited Listing place: Shanghai Short name: Kunming Machine Stock code: Name of information disclosure obligor: Tibet Unis-zhuoyuan equity Investment Co., Registered/ Correspondence address: No. 1-8, Tibet Yuchen Trade Co.,, Lin Qiong Gang Road, Economic and Technological Development Zone, Lhasa Nature of the changes in equity interests: transfer by agreement (increase) Financial Advisor: Zhong De Securities Company Limited Date of signature: 12 November

2 I. Basic information on the information disclosure obligors 1. Basic information of Tibet Unis-zhuoyuan equity Investment Co., (Unis-zhuoyuan) is as follows: Name of the company Nature of the company Registered address Date of 12 November 2014 Incorporation Legal Zhao Weiguo representative Registered capital RMB 30 million Business registration number Tax registration X number Name of controlling shareholder Correspondence address Post code Telephone Tibet Unis-zhuoyuan equity Investment Co., Limited liability company (non-natural person investment or holding legal person sole proprietorship No. 1-8, Tibet Yuchen Trade Co.,, Lin Qiong Gang Road, Economic and Technological Development Zone, Lhasa Tsinghua Unigroup holds 100% equity of Unis-zhuoyuan 10/F, Unisplendour Building, Tsinghua Science Park, Haidian District, Beijing Business Scope: Equity investment; engage in equity investment on non-listed companies; make investment by holding shares of listed companies via subscription of shares not publicly offered and equity transfer; investment management. Term of Operation: From 12 November 2014 to 11 November Core enterprises and their core business of the information disclosure obligor and its controlling shareholder 1. The main investment of Unis-zhuoyuan As at the date of the report signed, the main investment of Unis-zhuoyuan is as follows: 2

3 No.: 1 Name of company Unisplendour Corporation Limited Registered capital Shareholding (RMB 0000) proportion 20, % Principal business Distribution of IT products, software and system integration 2. The main investment of Tsinghua Unigroup As at the date of the report signed, the main investment of Tsinghua Unigroup are as follows: No.: 1 2 Name of company Beijing Unis Communications Technology Group Co., Beijing Unis Landmark Investment Co., Registered Shareholding capital proportion (RMB 0000) 100, % 45, % Principal business Sale of communications equipment, electronic products, computers, software and ancillary equipment; development of technology, promotion of technology, transfer of technology, technical consulting, technical services; project investment, investment management, asset management; investment consulting Real estate development of integrated urban complex with science park, care for the aged, education, cultural innovation, tourism and commercial properties. 3 Tibet Unis-zhuoyuan equity Investment Co., 3, % Equity investment, asset management 3. The main investment of Tsinghua Holdings Co., As at the 30 June 2015, the main investment of Tsinghua Holdings Co., are as follows: 3

4 No.: Name of company Registered Shareholding capital proportion (RMB 0000) 1 Tongfang Co., 296, % 2 Chengzhi Co., 38, % 3 TUS Holdings Co., 72, % 4 Tsinghua Unigroup 67, % 5 Tsinghua University Press 35, % Tsinghua Holdings 6 Habitat Construction 60, % (Group) Co., Tsinghua Holdings 7 Venture investment Co., 100, % Principal business Information technology, internet service and terminal, smart city, public security LCD, biopharmaceutical, medical service, related trade Project investment, investment management, asset management; corporate management, investment consulting Project investment, investment management, asset management; corporate management, investment consulting Publishing and distribution of books and electronic publications Professional contracting, engineering survey and design, investment management, asset management; investment consulting Entrepreneurial investment business, acting as agent for entrepreneurial investment business, etc. 4

5 No.: Name of company Tsinghua Holdings Assets Management Co., Boao Biological Group Co., Tsinghua Holdings (Group) Finance Company Limited Tsinghua Holdings Technology Transfer Co. Beijing Hetang Investment Management Co., Liaoning R & B Constructure (Group) Co., Registered Shareholding capital proportion (RMB 0000) 50, % 37, % 100, % 20, % 30, % % 5 Principal business Investment management, asset management Biochips in vitro diagnostic reagents life science instruments Project investment, investment management Conduct financial and financing advisory, entrusted loans, bill acceptance and discounting, settlement of internal transfer, deposits taking, loans granting and finance lease, interbank borrowing, etc. for member companies Transfer of technology, technical services, investment management, asset management, copyright transfer agency services, copyright agency services Investment management, project investment, asset management Construction of roads, bridges and other transportation projects, construction of municipal utilities projects, building construction projects, roads maintenance

6 No.: Name of company Beijin Muhua Education Technology Co., Tsinghua Holdings International (Hong Kong) Co., Tsinghua Nuclear technology research (Beijing) Co., Beijing Qingneng Innovation and Technology Co., Tsinghua Holdings Joint Venture investment (Beijing) Co., Chinese Academic Journal (CD version) Electronic magazine Registered capital (RMB 0000) 6 Shareholding proportion 10, % Principal business projects, etc. Education consulting, corporate management consulting, application services, computer animation design, etc. USD8 million % Investment holding % % % % Development of natural science research and experiment, development, promotion and transfer of technology as well as technical consulting and services Manufacturing of nuclear track microporous counterfeit identification, air pollution control, construction project management, engineering survey and design, professional contracting Entrepreneurial investment, entrepreneurial investment consulting, investment management, asset management, corporate planning Editing, publishing and distribution of China s academic journals (disc edition), advertising

7 No.: Name of company Tsinghua Tongfang CD Electronic Press Beijing Unis Jiajie Property Management Co., Beijing Tsinghua LCD Technology Engineering Research Center Beijing Unis Tai He Tong Environmental Protection Technology Co., Beijing JInxin Hengzhi Investment Co., Qingchuang Technology Services (Beijing) Co., Registered capital (RMB 0000) 7 Shareholding proportion % Principal business online via website ( Publishing electronic publications on technology, culture, entertainment and social education % Property management 4, % 3, % 100, % 1, % Components of LCD, fine chemical industry Development of technology, technical consulting, transfer of technology, technical services; professional contracting; sewage recovery treatment; ecological treatment of waste; bio-engineering development, etc. Development of technology, promotion of technology, transfer of technology, technical consulting, technical services; agency service, advertising; corporate management; investment management; asset management, etc. Development of technology, promotion of technology, transfer of technology, technical consulting, technical

8 No.: Name of company Registered capital (RMB 0000) Shareholding proportion Principal business services; agency service, advertising; corporate management; investment management; asset management, etc. II. Principal business and the financial status of the information disclosure obligor (I) The principal business of the information disclosure obligor and its controlling shareholder The controlling shareholder of Uis-zhuoyuan, Tsinghua Unigroup formerly known as Tsinghua University Science and Technology Development Co., founded in Restructuring from the state-owned enterprise to a limited liability company with registered capital of RMB670 million. It is the large, international, integrated industrial investment group with high-tech features under Tsinghua Holdings Financial status, profit and main financial Unigroup main financial Indicators of Tsinghua Unigroup are as follows: Unit: RMB 0000 Balance Sheet 31 December December December 2012 Total assets 4,898, ,608, , Total liabilities 3,163, ,822, , Equity attributable to equity holders 839, , , Asset-liability ratio 64.59% 69.88% 69.75% Income Statement Year 2014 Year 2013 Year 2012 Operating income 1,234, , , Net profit attributable to parent company Return on equity attributable to parent company 62, , , % 5.41% 3.61% 8

9 III. General situation of information disclosure obligors interested shares reaching 5% or more issued shares of other domestic and overseas listed companies As at the signing date of the report, the shares of domestic and overseas listed companies held or controlled by Unis-zhuoyuan, Tsinghua Unigroup and Tsinghua Holdings are as follows: 1. Unis-zhuoyuan Name of the Short name and stock company code Unisplendour Unisplendour Corporation Limited Listing Exchange The Shenzhen mainboard Shareholding The way of proportion shareholdings 13.00% Held directly 2. Unigroup As at the signing date of the report, Tsinghua Unigroup did not have direct ownership or controlling of more than 5% issued shares of any domestic and overseas listed company. 3. Tsinghua holdings As at the 30 June 2015, Tsinghua Holdings direct ownership or controlling of more than 5% issued shares of any domestic and overseas listed company are as follows: No.: Name of company 1 Tongfang Co., 2 Chengzhi Co., 3 TUS Holdings Co., Tongfang Technovator 4 International Limited Guojin Securities Co., 5 Taihao Technology Co., 6 Short name and stock code Tongfang Chengzhi Unisplendour TECHNOVATO R1206.HK Guojin securities Taihao Technology 9 Listing Exchange Shareholding proportion The way of shareholdings The Shanghai 25.42% Held directly The Shenzhen 38.01% Held directly The Shenzhen Hong Kong The Shanghai The Shanghai 32.61% Of which, Tsinhua holdings held 6.62% shares; others held indirectly 34.63% Held directly 9.57% Held directly 20.25% Held indirectly

10 No.: Name of company Short name and stock code Listing Exchange Shareholding proportion The way of shareholdings Tongfang Guoxin Electronics Co., Neo-Neon Holdings Limited Unis-Gu Han(Group) Co., Beijing Qianfang Techonology Co., Sangde Environmental Resources Co., Chinese online digital publishing Group Co., Jinheng Automotive Safety Technology Holdings Ltd Shenzhen HuaKong SEG Co. 司 Tongfang Guoxin NEO-NEON 1868.HK Unis Gu Han Qianfang Technology Sangde Environment Chinese online JH AUTO SAFETY 0872.HK HuaKong SEG The Shenzhen Hong Kong 51.60% The Shenzhen 18.61% The Shenzhen The Shenzhen The Shenzhen Hong Kong 41.38% Held indirectly 6.26% 29.00% 14.69% 22.12% The Shenzhen 26.44% Held indirectly Held indirectly Held indirectly Of which, Tsinhua holdings held 6% shares; others held indirectly Held indirectly Held indirectly Held indirectly 15 Allied Cement Holdings ALLIED CEMENT 1312.HK Hong Kong 56.06% Held indirectly 10

11 Changes in equity interests and purposes of the changes Shenyang Group proposed to transfer the equity interests of Kunming Machine Tools held by the Group to the third-party investor through the public solicitation of transferees, mainly for solving the long-standing peer competition issue inside Shenji Group, as well as for the business expansion and strengthening of China s high-end smart digitally-controlled machine tools industry through the capital market. Unis-zhuoyuan accepted the transfer of 25.08% equity interest of Kunming Machine Tool, mainly due to its optimism on the business outlook of China s high-end smart digitally-controlled machine tools industry and the company. Sources of funds I. Total amount and payment The total amount of funds proposed to be used by Unis-zhuoyuan for accepting the 25.08% equity interests of Kunming Machine is not to be more than RMB903,250,400. II. Sources of Funds The above-mentioned shares transferred to the information disclosure obligor is all paid in cash and funded by a loan from Unis Group. Under the loan agreement signed by Unis Group and the information disclosure obligor, the lender is Unis Group and the loan amount is RMB903,250,400 with a loan term of 2 years. The loan interest will be calculated based on the interest on loans of People's Bank of China over the same period and the loan is unsecured. Statements of Information Disclosure Obligor Unigroup financial statements had been issued standard unqualified audit reports by auditor. The last three years consolidated financial statements are as follows: CONSOLIDATED BALANCE SHEET By: Unigroup Tool Co., Unit: RMB Current Assets: Cash at bank and on hand 8,592,817, ,960,896, ,009,153,

12 Lending Capital Tradable financial assets 46,641, ,247, ,199, Bills receivable 175,175, ,821, ,700, Accounts receivable 1,249,952, ,410, ,188, Prepayments 360,630, ,958, ,554, Interests receivable - 19,628, , Dividends receivable Other receivables 7,768,833, ,480,324, ,080, Purchased resale financial assets Inventories 5,212,250, ,348,372, ,742, Non-current assets duewithin one year Other current assets 10,427,927, ,090, ,731, Total current assets 33,834,229, ,867,750, ,212,691, Non-current assets: Loans and advances Available-for-sale financial assets 1,013,937, ,080, ,272, Investment held to maturity ,000, Long-term receivables 983,768, Long-term equity investments 45,103, ,003, ,558, Investment real estate Fixed assets 2,461,810, ,360,703, ,681,552, Construction in progress 117,371, ,481, ,905, Construction supplies Disposal of fixed assets Productive biological assets Oil and gas assets Intangible assets 913,364, ,397, ,575, Development expenditure 1,743,946, ,611, Goodwill 7,790,824, ,582,592, ,233, Long-term deferred expenses 2,725, ,556, ,426, Deferred tax assets 56,350, ,068, , Other non-current assets 22,083, ,994, Total non-current assets 15,151,287, ,215,489, ,450,119, Total assets 48,985,516, ,083,240, ,662,810,

13 CONSOLIDATED BALANCE SHEET (continued) By: Unigroup Tool Co., Total liabilities and shareholders equity Current liabilities: Unit: RMB Short-term loans 4,351,280, ,704,568, ,000, Borrowings from central bank Deposit and interbank deposit Borrowed funds Tradable financial liabilities Bills payable 74,405, ,549, ,177, Accounts payable 4,390,670, ,229,814, ,608, Advances from customers Sold repurchase financial assets Employee benefits payable 1,136,570, ,656,753, ,945, ,435, ,480, ,026, Taxes payable 256,555, ,397, ,019, Interests payable 426,861, ,610, ,716, Dividends payable Other payables 1,687,906, ,355, ,068, Non-current liabilities due within one year Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings 20,000, ,775, , , ,016,461, ,769,770, ,503,922, ,075,776, ,349,601, ,840,979, Bonds payable 3,500,000, Long-term payables 27,399, ,298, ,984,755.00

14 Long-term employee benefits payable 57,535, Special payables 15,573, ,908, ,492, Provisions 2,502, ,622, ,582, Deferred income 420,544, Deferred tax liabilities Other non-current liabilities Total non-current liabilities 23,675, ,011, ,423, ,000, ,942, ,898, ,623,007, ,458,385, ,143,360, Total liabilities 31,639,469, ,228,155, ,647,283, Shareholders equity: Paid-in capital (or share capital) 670,000, ,000, ,000, Capital reserve 7,146,764, ,895,772, ,093, Less:Treasury stock Other comprehensive income 40,281, Special reserves 1,856, Surplus reserve 64,132, ,745, ,745, General risk provisions Retained earnings 473,684, ,873, ,800, Foreign currency exchange differences Total equity attributable to shareholders of the Company Non-controlling interests Total shareholders equity Total liabilities and shareholders equity 8,396,719, ,475,644, ,037, Non-controlling interests Non-controlling interests Non-controlling interests 17,346,047, ,855,085, ,015,527, ,985,516, ,083,240, ,662,810,

15 CONSOLIDATED INCOME STATEMENT By: Unigroup Tool Co., 1. Operating income Item Including: Operating income 2. Total operating costs Including: Operating costs 15 Unit: RMB 12,341,187, ,553,682, ,204,594, ,341,187, ,553,682, ,204,594, ,781,756, ,868,987, ,201,371, ,759,169, ,671,121, ,433,706, Interests expenses Fees and commissions expenses Business tax and surcharges Selling and distribution expenses General administrative expenses 84,236, ,409, ,859, ,510, ,479, ,025, ,386,215, ,073, ,249, Financial expenses 899,462, ,917, ,084, Impairment losses on assets Add : Gain on fair value change ( - for loss) Investment income ( - for loss) Including: Investment come from associates and joint ventures Exchange gain ( - for loss) 96,162, ,986, ,554, ,660, ,317, ,285, ,686,146, ,250, ,520, ,999, ,268, Operating profits 254,238, ,372, ,028, Add : Non-operating income 714,823, ,894, ,848, Less: Non-operating 32,471, ,196, ,910,254.94

16 expenses Including: Losses from disposal of non-current assets 4. Profit before income tax Less: Income tax expense 2,580, , ,590, ,325, ,966, ,974, ,395, ,058, Net profit 636,615, ,929, ,907, Attributable to: Shareholders of the Company Non-controlling interests 6. Earnings per share (1) Basic earnings per share (dollar/share) (2) Diluted earnings per share (dollar/share) 7. Other comprehensive income 8. Total comprehensive income 627,944, ,826, ,627, ,670, ,103, ,280, ,273, ,270, ,128, ,342, ,200, ,779, CONSOLIDATED CASH FLOW STATEMENT By: Unigroup Tool Co., Item I. Cash flows from operating activities: Proceeds from sale of goods and rendering of services 16 Unit: RMB 11,539,344, ,299,690, ,708,109, Net increase of

17 Customer deposits and interbank deposits from Net increase Net increase in borrowings from the central bank Net increase in borrowed funds from other financial institutions Cash from interest, fees and commissions Net increase in borrowed funds Tax Refund 544,245, ,335, ,620, Other cash received relating to operating activities Sub-total of cash inflows from operating activities Payment for goods and services Net increase in loans and advances to customers Net increase in central bank and the interbank payments Cash payment of interest, fees and commissions Payment to and for employees Payment for all types of taxes Payment relating to other operating activities Sub-total of cash outflows from operating activities 1,200,376, ,796, ,128,973, ,283,966, ,822,822, ,839,704, ,637,533, ,181,450, ,758,525, ,486, ,202, ,333, ,151, ,432, ,407, ,672,516, ,250, ,825, ,777,687, ,362,335, ,004,092, Net cash flow from -493,720, ,487, ,612,

18 operating activities II. Cash flows from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries and other business units Other cash received relating to investing activities Sub-total of cash inflows from investing activities Payment for acquisition of fixed assets, intangible assets and other long-term assets Payment for investments Net increase in securities loans Net cash payment for acquisition of subsidiaries and other business unitsr Othe rpayment relating to investing activities Sub-total of cash outflows from investing activities Net cash flow from investing activities III. Cash flows from 608,307, ,631,703, ,795, ,697,228, ,228, ,907, , , ,789, , ,003, ,239, ,484, ,066, ,656,474, ,716,233, ,562, ,959,118, ,221, ,247, ,154,451, ,644,545, ,450, ,296,276, ,454, ,013,741, ,539, ,000, ,127,311, ,602,583, ,152, ,470,837, ,886,350, ,589,

19 financing activities: cash received from Absorption of investments Cash received from borrowings Cash received from issuing bonds Other cash received relating to financing activities Sub-total of cash inflows from financing activities Repayments of borrowings Payment for distribution of dividends, profit or repayment of interest Other cash paid relating to financing activities Sub-total of cash outflows from financing activities Net cash flow from financing activities IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash equivalents Add: Cash and cash equivalents at the beginning of the reporting period C VI. Cash and cash equivalents at the end of the reporting period 9,100,015, ,209,170, ,771, ,919,752, ,601,574, ,867,580, ,530,669, ,967, ,843, ,550,437, ,878,712, ,788,195, ,850,878, ,187,107, ,714, ,580, ,515, ,945, ,262,392, ,921,004, ,635,888, ,075,851, ,515,627, ,489,549, ,474,586, ,363,085, ,646, ,545, ,521, , ,503,482, ,951,743, ,673, ,960,896, ,009,153, ,198,480, ,464,378, ,960,896, ,009,153,

20 Statement of Information Disclosure Obligor I (and the institution that I represent) undertake that, there is no false, misleading statement or material omission in this report, and assume individual and joint legal liabilities for its truthfulness, accuracy and completeness. Information disclosure obligor: Tibet Unis-zhuoyuan equity Investment Co., Legal representative (authoried representative): Date: Statement of Financial Advisor I and the institution that I represent have fulfilled obligation of diligence and have verified and validated the contents of the report. No false record, misleading statement or material omission has been found and we assume the relevant liabilities. Legal representative (authoried representative): Financial Advisor Sponsor: Zhong De Securities Company Limited 20

21 (No text on this page) Information disclosure obligor: Tibet Unis-zhuoyuan equity Investment Co., Legal representative (authoried representative): Date: Board of Directors Shenji Group Kunming Machine Tool Company Limited Kunming, PRC, 12 November, 2015 As at the date of this announcement, the Company s executive directors are Mr. Wang Xing, Mr. Chang Baoqiang, Mr. Zhang Xiaoyi, Mr. Zhang Zeshun and Mr. Jin Xiaofeng; non-executive directors are Mr. Zhang Tao, Mr. Liu Yan and Ms. Liu Haijie; and the independent non-executive directors are Mr. Yang Xiongsheng, Mr. Tang Chunsheng, Mr. Chen Fusheng and Mr. Liu Qiang. 21