深圳市深宝实业股份有限公司
SHENZHEN SHENBAO INDUSTRIAL CO.,LTD
SEMI-ANNUAL REPORT 2012
August 2012
深圳市深宝实业股份有限公司 2012 年半年度报告
Content
I Important Notes……………………………………………… 2
II Brief Introduction of the Company…………………………… 3
III Accounting Data and Financial Indicators Summary………… 4
IV Changes in Shareholding and Particulars about Shareholders 6
V Directors, Supervisors, Senior Management and Staffs……… 9
VI The Report of the Board………………………………………… 14
VII Significant Matters ………………………………………… 29
VIII Financial Report ……………………………………………… 41
IX Documents Available for Inspection…………………………… 139
1
深圳市深宝实业股份有限公司 2012 年半年度报告
I. Important Note
Board of Directors, Supervisory Committee of Shenzhen Shenbao Industrial Co., Ltd. (hereinafter
referred to as the Company) and its directors, supervisors and senior executives hereby confirm that
there are no any important omissions, fictitious statements or serious misleading information carried
in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and
completion of the whole contents.
The person in charge of the Company Mr. Zheng Yuxi, director of accounting works Ms. Zeng
Suyan and person in charge of accounting organization (principal of accounting) Ms. Wang Zhiping
declares that: the financial report in the semi-annual report is true and complete.
All directors are attending the Meeting for deliberation and approval for the semi-annual report.
Financial report of this semi-annual repot has not been audited by CPA.
Paraphrase
Items Refers to Definition
Shenshenbao/the Company/Listed
Refers to Shenzhen Shenbao Industrial Co., Ltd
Company
Shenbao Huacheng Refers to Shenzhen Shenbao Huacheng Technology Co., Ltd
Wuyuan Jufangyong Refers to Wuyuan County Jufangyong Tea Industry Co., Ltd
Shenzhen Shenbao Sanjin Food Beverage Development
Shenbao Sanjing Refers to
Co., Ltd
Shenbao Technology Refers to Huizhou Shenbao Technology Co., Ltd
Shenbao Investment Refers to Huizhou Shenbao Industrial Investment Co., Ltd
Shenbao Industry and Trade Refers to Shenzhen Shenbao Industry and Trade Co., Ltd
Shenbao Property Refers to Shenzhen Shenbao Property Management Co., Ltd
PepsiCo (China) Refers to PepsiCo Investment (China) Ltd.
Shenzhen PepsiCo Refers to Shenzhen PepsiCo Beverage Co., Ltd
Changzhou Sanjing Refers to Changzhou Sanjing Grease Co., Ltd
Agricultural Products Refers to Shenzhen Agricultural Products Holding Co., Ltd
Shenzhen Investment Holding Refers to Shenzhen Investment Holding Co., Ltd
Shenzhen Municipal People’s Government State-owned
Shenzhen SASAC Refers to
Assets Supervision & Administration Commission
CBC Refers to Shenzhen China Bicycle Company (Holdings) Limited
Sunrise Company Refers to Guangdong Sunrise Holdings Co., Ltd.
CSRC Refers to China Securities Regulation Commission
Shenzhen SE Refers to Shenzhen Stock Exchange
Dahua CPA, Li Xin Dahua Refers to BDO Dahua Certified Public Accountants Co., Ltd
Deloitte Touche Tohmatsu Refers to Deloitte Touche Tohmatsu CPA Ltd.
Article of Association of Shenzhen Shenbao Industrial Co.,
Article of Association Refers to
Ltd
Yuan/yuan’ 0000 Refers to RMB (yuan)/RMB’ 0000
2
深圳市深宝实业股份有限公司 2012 年半年度报告
II. Company Profile
(I) Company information
Code for A-share 000019 Code for B-share 200019
Short form for A-share SHENSHENBAO-A Short form for B-share SHENSHENBAO-B
Listing stock exchange Shenzhen Stock Exchange
Legal Chinese name of
深圳市深宝实业股份有限公司
the Company
Abbr. of legal Chinese
深宝
name of the Company
Legal English name of
SHENZHEN SHENBAO INDUSTRIAL CO., LTD
the Company
Abbr. of legal English
SBSY
name of the Company
Legal Representative Mr. Zheng Yuxi
South, 20F/Tower Building, Education and Technology Mansion, Zhuzilin, Futian
Registered Add.
Zone, Shenzhen
Post Code of registered
518040
add.
South 20/F(23/F in elevator guidance), Education Technology Mansion, No.26 Zizhu
Office Add.
Qi Dao, Zhuzilin Fourth Road, Futian District, Shenzhen
Post Code of office add. 518040
Internet website http: // www.sbsy. com. cn
E-mail shenbao@ sbsy.com.cn
(II) Contact person and ways
Secretary of the Board Rep. of securities affairs
Name Li Yiyan Zheng Guibo
23/F, Education Technology 23/F, Education Technology
Mansion, No.26 Zizhu Qi Dao, Mansion, No.26 Zizhu Qi Dao,
Contact adds.
Zhuzilin Fourth Road, Futian Zhuzilin Fourth Road, Futian
District, Shenzhen District, Shenzhen
Tel. 0755-82027522 0755-82027522
Fax. 0755-82027522 0755-82027522
E-mail shenbao@sbsy.com.cn shenbao@sbsy.com.cn
(III) Information disclosure and place for preparation
Newspapers Designated for indormation Securities Times, China Securities Journal and Hong Kong Comercial
disclosure Daily
Website desinated by CSRC for
http: // www.cninfo. com. cn
publishing semi-annual report
place for preparation of semi-annual
Secretariat of the Board of Directors
report
3
深圳市深宝实业股份有限公司 2012 年半年度报告
III. Major accounting data and business abstract
(I) Major accounting data and financial indexes
Whether retroactive adjusted on previous financial report or not
□Yes √ No
1. Major accounting data
Increase/decrease in this
Reporting period (Jan.
Major accounting data Same period of last year report period
to June)
year-on-year (%)
Total business revenue(RMB) 114,026,690.16 139,922,991.06 -18.51%
Business profit(RMB) 89,376,111.45 -8,639,594.03 1,134.49%
Total profit(RMB) 89,910,633.28 8,733,411.67 929.5%
Net profit attributable to
shareholders of the listed company 88,867,376.42 4,396,354.98 1,921.39%
(RMB)
Net profit attributable to
shareholders of the listed company
-18,638,342.71 -12,866,651.9 -44.86%
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from operating
3,259,065.52 -8,272,410.63 139.4%
activities(RMB)
Increase/decrease in this
End of this period End of last period period-end over that of
last period-end (%)
Total assets(RMB) 1,160,917,182.41 1,061,964,234.64 9.32%
Owners’ equity attributable to
shareholders of the listed 978,533,639.86 889,876,512.59 9.96%
company(RMB)
Share capital(Share) 250,900,154 250,900,154 0%
2. Major financial indexes
Increase/decrease in this
Reporting period (Jan.
Major financial indexes Same period of last year report period
to June)
year-on-year (%)
Basic earnings per share
0.3542 0.0242 1,363.64%
(RMB/Share)
Diluted earnings per share
0.3542 0.0242 1,363.64%
(RMB/Share)
Basic EPS after deducting
non-recurring gains/losses -0.0743 -0.0707 -5.09%
(RMB/Share)
Fully diluted ROE (%) 9.08% 0.5% 8.58%
Weighted average ROE (%) 9.51% 1.34% 8.17%
Fully diluted ROE after deducting
-1.9% -1.45% -0.45%
non-recurring gains/losses (%)
Weighted average ROE after
deducting non-recurring gains/losses -1.99% -3.93% 1.94%
(%)
Net cash flow per share arising from
0.013 -0.033 139.36%
operating activities (RMB/Share)
Increase/decrease in this
period-end over same
End of this period End of last period
period of last
period-end (%)
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深圳市深宝实业股份有限公司 2012 年半年度报告
Net assets per share attributable to
shareholder of listed company 3.9 3.55 9.86%
(RMB/ Share)
Asset-liability ratio (%) 15.71% 16.2% -0.49%
Particulars about the previous major accounting data and financial indicators of the Company as at
the end of the reporting period:
In the reporting period, the operating profit, total profit and net profit attributable to shareholders of
listed company have increased by 1,134.49%, 929.50%, 1,921.39% respectively as compared to the
same period of last year, mainly due to the significant increase of investment income since the
Company received the account for transferring the 15% equity interests of Shenzhen Pepsi during
this period. Net profit attributable to shareholders of listed company after deducting extraordinary
gains and losses has decreased by -44.86% as compared to the same period of last year, mainly
resulted from the decreased profit contribution from business due to the decrease of main business
income and increase of related costs when implementing fund-raising projects; net cash flow from
operating activities increased by 139.4% as compared to the same period of last year, mainly due to
the timely recovery of account receivables, purchase of raw materials and decrease of other related
costs. Since the operating profit significantly increased during the reporting period, the financial
indicators such as earnings per share, return on equity and net cash flow per share from operating
activities rise significantly as well.
(II) Difference of accounting data under CAS and IAS
1. Difference of net profit and net assets disclosed in financial report based on IAS and CAS
√Applicable □Non-applicable
Unit: RMB
Net profit attributable to Owners’ equity attributable to
shareholders of listed company shareholders of listed company
Amount in the report Amount at
Amount in last period Amount at period-end
period period-begin
By Chinese Accounting
88,867,376.42 4,396,354.98 978,533,639.86 889,876,512.59
Standards
Item and amount adjusted by IAS
1. Adjustment on amortization
of differences of equity 0 0 1,016,958.04 1,016,958.04
investment
2. Adjustment on cost of
transferring Shenzhen Pepsi’s 381,359.27 0 -762,718.54 -381,359.27
equity
3. Other adjustment on
regulated funds payable in 0 0 1,067,000.00 1,067,000.00
share market
By International Accounting
89,248,735.69 4,396,354.98 979,854,879.37 891,579,111.36
Standards
2. Difference of net profit and net assets disclosed in financial report based on foreign
accounting standards and CAS
□ Applicable √ Non-applicable
3. Detail items for major differences
□ Applicable √ Non-applicable
4. Explanation on accounting data difference under the foreign/domestic accounting
standards
□ Applicable √ Non-applicable
(III) Item and amount with non-recurring gains/losses deducted
√Applicable □ Non-applicable
5
深圳市深宝实业股份有限公司 2012 年半年度报告
Items Amount (RMB) Note
Gains and losses from disposal of non-current
103,317,580.23
assets
Governmental subsidy calculated into current gains
and losses(while closely related with the normal
business of the Company, excluding the 663,580
fixed-amount or fixed-proportion governmental
subsidy according to the unified national standard)
Gains and losses from change of fair values of
held-for-transaction financial assets and financial
liabilities except for the effective hedge business
related to normal business of the Company, and 3,580,028.74
investment income from disposal of transactional
financial assets and liabilities and financial assets
available for sale
Reversal of impairment reserve for account
10,237.5
receivable with separate impairment testing
Other non-operating income and expenditure
99,930
except the abovementioned
Impact on income tax 165,637.34
Total 107,505,719.13 --
IV. Changes in Share Capital and Particular about Shareholders
(I) Changes in share capital
1. Statement of changes in shares
□Applicable √Non-applicable
2. Changes in restricted shares
□Applicable √Non-applicable
(II) Security offering and listing
1. Security offering in previous three years
√Applicable □Non-applicable
Name of
Numbers for
Stocks and Offering price The issuing
Offering date Listing date listing Dead deal date
derivative RMB/Share) numbers
authorized
securities
Stock
Privately
offering 2011- 06-22 8.7 68,977,066 2011-07-04 68,977,066
(A-share)
Explanation of securities offering in previous three years:
Approved by the CSRC by issuing the Approval for Shenzhen Shenbao Industrial Co., Ltd. to Issue
Stock on a Non-public Basis (ZJXK No.777(2011)), the Company issued 68,977,066 Renminbi
common shares (A shares) to 8 specific investors on a non-public basis at the issue price of
RMB8.70, through which, an aggregate of RMB600,100,474.20 was raised. After deduction of the
issuance expense RMB27, 708,332.31, the actual net proceeds raised by the Company was
RMB572, 392,141.89. in particular, four related natural persons, namely Mrs. Lin Yixiang, Mr. Xia
6
深圳市深宝实业股份有限公司 2012 年半年度报告
Zhenzhong, Mrs. Cao Lijuan and Mrs. Zheng Lingna subscribed such shares by the 48.33% equity
interests they held in Shenbao Huacheng, and other four investors, namely Shenzhen Tianzhong
Investment Co., Ltd., Mrs. Li Duruo, Xinjiang Xiehe Equity Investment Joint Venture (with Limited
Liability) and Yingfu (Tianjin) Equity Investment Management Joint Venture (with Limited
Liability) subscribed such shares by cash. As certified by the Capital Verification Report
(LXDHYZi No.177 (2011)) issued by Lixin Dahua, the proceeds raised through this non-public
issuance have been settled in full on 23 June 2011. The Company has saved the proceeds in a
separate account. And the involved shares have been completed registration for custody with
Shenzhen branch of China Securities Depository and Clearing Corporation Limited, and recorded in
the registrar on 1 July 2011. On 4 July 2011, the newly issued shares of the Company were listed in
Shenzhen Stock Exchange. The transfer procedure for the 48.33% equity interests in Shenbao
Huacheng has been finished on 8 June 2011. Upon the issuance, the total share capital of the
Company changed to 250,900,154 shares from the original 181,923,088 shares.
2. Changes of total shares and structures as well as outcome of asset-liability structures
□Applicable √Non-applicable
3. Current shares held by internal staffs
□Applicable √Non-applicable
(III) Shareholders and actual controller
1. Total shareholders at period-end
End of reporting period, total shareholders of the Company has 21,938 in total.
2. Shares held by top ten shareholders
Particulars about shares held by the top ten shareholders
Amount of Shares pledged or frozen
Proportion of
Shareholders (full Nature of Total amount the
shares held
name) shareholders of shares held restricted Share status Amount
(%)
shares held
Domestic
Shenzhen Agricultural
non-state-owne 19.09% 47,895,097 7,770,118 0
Products Co., Ltd.
d legal person
Shenzhen Investment State-owned
16% 40,143,586 6,783,729 0
Holdings Co., Ltd. legal person
Domestic
Shenzhen Tianzhong
non-state-owne 9.96% 24,983,908 24,983,908 Pledge 24,983,908
Investment Co., Ltd.
d legal person
Domestic
Li Duruo 5.28% 13,252,874 13,252,874 0
nature person
Yingfu(Tianjin) Equity Domestic
Investment Management non-state-owne 4.65% 11,662,068 11,662,068 Pledge 11,662,068
L.P d legal person
Xinjiang Xiehe Equity Domestic
Investment Management non-state-owne 4.62% 11,595,402 11,595,402 Pledge 11,595,402
L.P d legal person
Domestic
Lin Yixiang 1.02% 2,561,002 2,561,002 0
nature person
Domestic
Xia Zhenzhong 0.85% 2,134,917 2,134,917 Pledge 2,134,917
nature person
Domestic
Cao Lijun 0.8% 2,012,758 2,012,758 Pledge 2,012,758
nature person
Domestic
Zhong Rong International
non-state-owne 0.47% 1,180,000 0 0
Trust Co., Ltd.-Rong Yu #12
d legal person
Explanation of shareholders Shenzhen SASAC directly holds 21.52% equity interests of Agricultural
Products, indirectly holds 5.22% equity interests of Agricultural Products
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深圳市深宝实业股份有限公司 2012 年半年度报告
and directly holds 100％equity interests of Shenzhen Investment Holding.
Except for this, the Company was not aware of any related relationship
between other shareholders above, and whether they belonged to parties
acting in concert as defined by the Acquisition Management Method of
Listed Company.
Particulars about the shares held by the top ten unrestricted shareholders
√Applicable □Non-applicable
Amount of Type/amount of shares
Shareholders unrestricted shares
held at period-end Type Amount
Shenzhen Agricultural Products Co., Ltd. 40,124,979 A-share 40,124,979
Shenzhen Investment Holdings Co., Ltd. 33,359,857 A-share 33,359,857
Zhong Rong International Trust Co.,
1,180,000 A-share 1,180,000
Ltd.-Rong Yu #12
Yu Jianjun 953,299 A-share 953,299
Wang Shulun 713,998 A-share 713,998
Liu Yi 584,730 A-share 584,730
Zhang Huizhen 476,300 A-share 476,300
Huang Xiangdong 474,689 B-share 474,689
Client’s credit exchange guarantee account
462,973 A-share 462,973
of China Securities Co., Ltd.
Long Weiguo 461,200 A-share 461,200
Explanation on the related relationship between the aforesaid shareholders (and if any) parties acting in concert:
Shenzhen SASAC directly holds 21.52% equity interests of Agricultural Products, indirectly holds 5.22% equity
interests of Agricultural Products and directly holds 100％equity interests of Shenzhen Investment Holding. Except for
this, the Company was not aware of any related relationship between other shareholders above, and whether they
belonged to parties acting in concert as defined by the Acquisition Management Method of Listed Company.
3. Controlling shareholders and actual controller
(1) Changes of controlling shareholders and actual controller
□Applicable √Non-applicable
(2) Introduction of controlling shareholders and actual controller
Whether has new actual controller or not
□Yes √No
Shenzhen Municipal People’s Government State-owned
Name of actual controller
Assets Supervision and Administration Commission
Type of actual controller Local State-owned Assets Commission
Explanations:
①Name of controlling shareholder: Shenzhen Agricultural Products Co., Ltd.
Legal representative: Chen Shaoqun
Date of foundation: 14 January 1989
Code of organization: 19217916-3
Main business: Development, construction and management of wholesale market of agricultural
products, business scope ranges from currency of agricultural products, e-commerce of stapes
agricultural products to vegetables planting, cattle production and butchering and meat treatment.
Registration capital: RMB 1,383,314,131
②The first largest shareholder of the controlling shareholder of the Company:
Shenzhen Municipal People’s Government State-owned Assets Supervision and Administration
Commission
8
深圳市深宝实业股份有限公司 2012 年半年度报告
Shenzhen GZW established with hanging out their shingle in August 2004, as special entity directly
under Shenzhen People’s Government, implements its qualification of provider on behalf of our
nation and carry out supervision and administration according to law for state-owned assets which
authorized to be supervised.
(3) Block diagram of property rights and controlling relationship between the Company and
actual controller
Shenzhen Municipal People’s Government
State-owned Assets Supervision and Administration Commission
100%
21.52%
100%
Shenzhen Special Economic Zone Construction
and Development Group Co., Ltd.
100% Shenzhen Investment Holdings Co., Ltd.
Shenzhen Yuanzhi Investment Co., Ltd.
5.22%
SHENZHEN AGRICULTURAL PRODUCTS
CO., LTD.
16%
19.09%
SHENZHEN SHENBAO INDUSTRIAL CO., LTD.
9
深圳市深宝实业股份有限公司 2012 年半年度报告
(4) Actual controller controlling the Company by means of entrust or other assets
management
□Applicable √Non-applicable
4. Other legal person’s shareholders with over ten percent shares held
√Applicable □Non-applicable
Name of legal person Legal Incorporation Principal operation or management Registered capital
shareholder representative date activities (RMB’0000)
Provide guarantee for state-owned
enterprises on municipality level; manage
the state-owned equity interests of
enterprises which are not under direct
Shenzhen Investment Fan 13 October
supervision by municipality SASAC; 560,000
Holding Co., Ltd. Mingchun 2004
carry out assets reorganization,
transformation and capital operation for
belonging enterprises; other businesses
authorized by the municipality SASAC.
Shenzhen SASAC directly holds 21.52% equity interests of Agricultural Products,
Explanation indirectly holds 5.22% equity interests of Agricultural Products and directly holds 100％
equity interests of Shenzhen Investment Holding.
(IV) Convertible corporate bonds
□Applicable √Non-applicable
V. Directors, Supervisors and Senior Executives
10
深圳市深宝实业股份有限公司 2012 年半年度报告
(I) Changes of shares held by directors, supervisors and senior executive
Amount of
Amount of Amount of Whether received
Shares shares Shares Reason
shares Including: stock option remuneration from
held at increase in held at s for
Name Title Sex Age Office dated from Office dated ended decreased in restricted shares held at shareholders’ unit
period-beg this period-en change
this period held (Share) period-end or other related
in(Share) period(Share d (Share) s
(Share) (Share) unit or not
)
Zheng
Chairman M 50 2009-12-30 2012-12-30 0 0 0 0 0 0- No
Yuxi
Chen
Director M 50 2009-12-30 2012-12-30 0 0 0 0 0 0- Yes
Shaoqun
He Dong Director M 43 2009-12-30 2012-12-30 0 0 0 0 0 0- Yes
Du Independent
F 44 2009-12-30 2012-12-30 0 0 0 0 0 0- No
Wenjun director
Deng Independent
F 40 2009-12-30 2012-12-30 0 0 0 0 0 0- No
Meixi director
Xu
Independent
ZHuang M 40 2009-12-30 2012-12-30 0 0 0 0 0 0- No
director
cheng
Yan
GM, Director M 42 2011-07-01 2012-12-30 0 0 0 0 0 0- No
Zesong
Lin
Director M 40 2011-09-05 2012-12-30 0 0 0 0 0 0- No
Yanfeng
Dou
Director M 40 2011-09-05 2012-12-30 0 0 0 0 0 0- Yes
Qiang
Lin
Supervisor F 47 2009-12-30 2012-12-30 0 0 0 0 0 0- No
Hong
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深圳市深宝实业股份有限公司 2012 年半年度报告
Luo
Supervisor M 51 2010-12-27 2012-12-30 0 0 0 0 0 0- No
Longxin
Huang
Supervisor F 49 2011-08-19 2012-12-30 0 0 0 0 0 0- No
Qin
Li Fang Deputy GM F 38 2009-12-30 2012-12-30 0 0 0 0 0 0- No
Deputy GM,
Li Yiyan Secretary of F 46 2009-12-30 2012-12-30 0 0 0 0 0 0- No
the Board
Qian
Deputy GM M 40 2011-08-18 2012-12-30 0 0 0 0 0 0- No
Xiaojun
Zeng
CFO F 57 2009-12-30 2012-12-30 0 0 0 0 0 0- No
Suyan
Total -- -- -- -- -- -- --
Directors, supervisor and senior executives who awarded equity incentive in report period
□Applicable √Non-applicable
12
深圳市深宝实业股份有限公司 2012 年半年度报告
(II) Post holding
Post holding in shareholders’ unit
√Applicable □Non-applicable
Position Receive
Name of
taken in Commencing date Expiring date remuneration from
person taking Name of shareholder’s unit
shareholder’s for service term for service term shareholder’s units
positions
unit or not
Chen
Agricultural Products Chairman 18 December 2009 - Yes
Shaoqun
Shenzhen Environment
Engineering Science &
General
He Dong Technology Center (100% held 24 December 2010 - Yes
manager
by Shenzhen Investment
Holding)
Deputy
Shenzhen Tianzhong Investment
Dou Qiang general 1 May 2011 - Yes
Co., Ltd.
manager
Notes for the
positions
taken in Nil
shareholder’s
unit
Post holding in other unit
√Applicable □Non-applicable
Name of Position Receive
Commencing date Expiring date
person taking Name of other unit taken in remuneration from
for service term for service term
positions other unit other units or not
Guohai Innovation Capital General
Du Wenjun 1 January 2012 - yes
Investment Management Co, Ltd. manager
Xu Shenzhen branch of Beijing
Lawyer 1 May 2007 - yes
Zhuangcheng DeHeng Law Office
Guangzhou changjiang trade Co, General
Lin Yanfeng 1 March 2005 - yes
Ltd manager
Notes for the
positions
Nil
taken in other
unit
13
深圳市深宝实业股份有限公司 2012 年半年度报告
(III) Remuneration of directors, supervisors and senior executives
Decision making
process for
It is first submitted to the Board for consideration, and then to the general meeting for further
remuneration of
consideration and approval.
directors, supervisors
and senior management
The Company determines the remuneration of directors, supervisors and senior management
Basis for determination in according to the Remuneration Scheme for Headquarter and Performance Management for
of the remuneration of Headquarter, taking into account the annual operation of the Company and individual
directors, supervisors performance examination. Remuneration for independent shareholders is based on the
and senior management individual performance and by taking reference to the remuneration of independent rectors of
other listed companies.
Actual payment of the Pay the basic salary according to the Remuneration Scheme for Headquarter, and
remuneration of performance-related salary is subject to annual performance examination and approval from
directors, supervisors general meeting; allowance for independent shareholders is RMB96,000 per annual for each
and senior management independent shareholder.
(IV) Changes of directors, supervisors and senior executives
□Applicable √Non-applicable
(V) Employees of the Company
Person on-jobs 613
Number of retired workers required to bear the
0
expenses
Professional constitute
Types of professional category Numbers of professional category
Production staff 248
Salesman 37
Technician 114
Financial staff 41
Administration staff 173
Education background
Type of education background Numbers (people)
Doctoral 1
Master 18
Undergraduate 79
Junior college 100
High school and below 415
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深圳市深宝实业股份有限公司 2012 年半年度报告
VI. Report of the Board
(I) Management discussion and analysis
1. General operation in report period
During the reporting period, attributable to the falling back of growth of domestic economy,
continuous weak drink market and decline of sales, the Company received insufficient effective
demands for its tea products and the sales volume decreased. Focusing on the annual operation plan,
the Company prudently estimated and adequately adjusted the development strategy for its private
equity projects, and adjusted and developed new markets when implementing the private equity
projects on a scheduled and orderly basis to further improve the tea industry chain, based on the
market conditions. With consideration of the challenges upon traditional industries by the
significant increase in costs of raw materials and labor cost, the Company stabilized operation and
allocated more resources in research & development, so as to ensure the stable operation of its
traditional industries.
During the reporting period, the Company realized operating income of RMB114, 026,700,
representing a decrease of 18.51% as compared to the same period of last year; and realized net
profit of RMB88, 867,400, representing an increase of 1,921.39% as compared to the same period
of last year
2. Main financial status and analysis of operation results
Beginning
Ending balance
balance
Item (or amount for Change Reason for change
(or amount for
this period)
previous period)
Transactional Mainly due to disposal of 840,193 A shares of *ST
9,043,663.20 14,627,801.40 -38.17%
financial assets Shengrun in this period
Account Mainly due to the relatively timely recovery of
25,811,829.87 71,769,419.01 -64.04%
receivables accounts
Mainly due to the accounting in this period of the
land auction deposit receivable RMB 12,000,000 at
Other receivables 23,934,074.34 35,956,860.85 -33.44%
the beginning of the period
Long-term equity Mainly due to the transfer of the 15% equity
25,471,291.08 63,891,371.62 -60.13%
investment interests held in Shenzhen Pepsi in this period
Mainly due to the increase of RMB42,796,700 for
Shenbao Building project, increase of
Construction in RMB20,035,400 for Wuyuan Jufangyong tea
90,800,393.40 11,113,058.18 717.06%
progress industry chain comprehensive investment project
and RMB18,338,600 for purchasing office building
by Hangzhou Mingduan
Mainly due to the decrease of purchase at the end
Account payables 16,268,756.13 34,863,967.03 -53.34%
of the period
Mainly due to the relatively significant deductible
Tax payables 1,403,107.04 4,923,433.34 -71.50%
amount before tax in this period
15
深圳市深宝实业股份有限公司 2012 年半年度报告
Mainly due to the payment of RMB41,479,500
payable to Zhongtai Construction Group Co., Ltd.
Other payables 121,741,682.58 79,810,651.49 52.54%
for Shenbao Building engineering at the end of the
periods
Undistributed Mainly due to the material increase of net profit
126,679,479.16 37,812,102.74 235.02%
profit this period
Management Mainly due to the increase of salaries and agent
31,343,771.04 21,699,521.40 44.44%
expenses service fees this period
Mainly due to decrease of interest income from
Finance expenses 381,706.23 4,550,650.77 -91.61% raised proceeds and interest expenses for
borrowings this period
Investment Mainly due to the transfer of the 15% equity
105,857,836.04 -265,249.23 40008.82%
income interests held in Shenzhen Pepsi in this period
Mainly due to that the Company received
RMB1,381,800 and 2,135,000 shares (*ST
Non-operating
772,170.63 17,433,557.36 -95.57% Shengrun A, stock code:000030) as debt settlement
income
from Shengrun. in previous period, while no such
income occurred this period
3. The difference between the actual operating results of the Company and the profit forecast or
operation plan in respect of this reporting period which have been disclosed publicly exceeds 20%
(no matter lower or higher) or not:
□ Yes √ No
4. Operation and results analysis of major subsidiaries, shareholding companies of the
Company
(1) Shenzhen Shenbao Huacheng Technology Co., Ltd. the wholly-owned subsidiary of the
Company; business scope: incorporation of industry (further declaration needed for individual
project); information advisory, food technology development (excluding restricted items); sales and
production of tea-related products(production permit for industrial products), with effective term
expiring on 13 December 2013; import & export of goods and technologies (excluding the projects
prohibited by laws and administrative regulations, for which, their operation is subject to
acquisition of relevant permits). Registered capital: RMB103,451,300. As of 30 June 2012, the total
assets of Shenbao Huacheng is RMB156,994,300, and shareholders’ equity attributable to parent is
RMB110,375,300; in the reporting period, Shenbao Huacheng realized operation income and net
profit attributable to shareholders of parent of RMB108,821,200 and RMB1,456,600, respectively.
(2)Jiangxi Wuyuan County Jufangyong Tea Industry Co., Ltd. it is held by the Company and
Shenbao Huacheng of 95.72% and 4.28% respectively. Business scope: planting of tea leaves, fine
processing and further processing of tea leaves, production, processing, sales and delivery of tea
leaves related products; processing and sales of instant tea and tea concentrated juice; import &
export of tea leaves and agricultural by-products. Registered capital: RMB290,000,00. As of 30
June 2012, the total assets of Wuyuan Company is RMB304,492,100, and shareholders’ equity
attributable to parent is RMB301,622,300; in the reporting period, Wuyuan Company realized
operation income and net profit of RMB58,615,100 and RMB1,790,300, respectively.
(3) Huizhou Shenbao Technology Co., Ltd. the wholly-owned subsidiary of the Company; business
scope: operation projects permitted, and operation scope is determined by reference to production
16
深圳市深宝实业股份有限公司 2012 年半年度报告
permit for industrial products; normal operation projects: industry investment, property
management (operate by qualification certificate); domestic trade (excluding the projects prohibited
by laws and administrative regulations, for which, their operation is subject to acquisition of
relevant permits). Registered capital: RMB30,000,000. As of 30 June 2012, the total assets of
Huizhou Technology is RMB203,171,100, and shareholders’ equity attributable to parent is
RMB15,503,800; in the reporting period, Huizhou Technology realized operation income and net
profit of RMB22,661,900 and RMB-3,179,000, respectively.
(4) Shenzhen Shenbao Sanjing Food & Beverage Development Co., Ltd. the wholly-owned
subsidiary of the Company; business scope: production and operation of beverage, food, food
additives; operation of import & export business. Registered capital: RMB30,150,000. As of 30
June 2012, the total assets of Shenbao Sanjing is RMB93,881,000, and shareholders’ equity
attributable to parent is RMB32,467,300; in the reporting period, Shenbao Sanjing realized
operation income and net profit of RMB1,560,000 and RMB875,800, respectively.
5. All risk factors may have negative effects on the development strategy and management
objectives of the Company {newly increased}
Raw materials supply and price fluctuation risks caused by natural calamities: the tea leaf is the raw
material needed for the production of the Company, the production of which can be greatly affected
not only by the natural calamities such as abnormal high (low) temperature, drought and flood, and
plant diseases and insect pests, but also by periodicity, regionalism, and some accidental factors.
Therefore, once the natural calamities or other risk factors occur in main raw material producing
area, the main raw material supply and prices of the Company shall substantially fluctuate so that
the operating performance of the Company may fluctuate greatly.
6. Main business and operations
(1)Statement of main business classified according to industries and products
Unit: RMB
Increase or Increase or Increase or
Classified decrease of decrease of decrease of gross
according to Operating Gross profit ratio operating revenue operating cost profit ratio over
Operating cost
industries or revenue (%) over the last same over the last same the last same
products period of last year period of last year period of last year
(%) (%) (%)
According to industries
Industry 113,546,678.74 92,139,709.6 18.85% -18.68% -17.73% -0.93%
Leasing service 293,400 100% 0% 0% 0%
According to products
Soft drinks 16,255,773.29 14,462,465.08 11.03% 37.67% 41.44% -2.37%
Condiment 6,406,160.77 4,034,718.7 37.02% 1.6% -2.48% 2.63%
Tea products 90,884,744.68 73,642,525.82 18.97% -25.21% -24.57% -0.68%
Property leasing 293,400 100% 0% 0% 0%
Explanation on main business classified according to industries and products:
The operating income from tea products decreased mainly attributable to the continuous weakness of drink
market and decline of sales volume, which resulted in decrease of orders, sales income and the
corresponding decrease of operating costs; operating income from soft drinks increased mainly attributable
to the adjustments to business sales strategy, expansion of market regions, increase of sales and
17
深圳市深宝实业股份有限公司 2012 年半年度报告
corresponding increase of operating costs.
(2) Main business classified according to areas
Unit: RMB
Increase/decrease in revenue
Areas Operating revenue from operations over the same
period of last year (%)
Export 2,003,197.52 362.65%
South China 37,464,399.74 1.15%
East China 34,599,721.54 -33.72%
North China 11,108,038.79 -29.1%
Other area 28,664,721.15 -17.11%
Main business by geographic regions:
Income from export business increased, mainly due to the increase of export of tea products in this reporting
period as compared to the same period of previous year; operation income from the east, north and other regions
in the PRC decreased, mainly due to the decrease of tea products purchased by clients in this regions in this
reporting period as compared to the same period of previous year.
(3) Explanation on reasons of material changes in main operations and its structure
□Applicable √Non-applicable
(4) Explanation on reasons of material changes in profitability (gross profit ratio) of main
operations compared with that of last year
□Applicable √Non-applicable
(5) Analysis on reasons of material changes in profit structure compared with the previous
year
√Applicable □Non-applicable
During the reporting period, the Company received payment for transferring the 15% equity interest in
Shenzhen Pepsi, which contributed investment income of RMB103, 546,500, leading to a significant
increase in total profit as compared to the same period of previous year. Besides, the Company recognized
non-operating income of RMB17, 088,500 in the same period of last year due to that Shengrun Company
implemented its debt reorganization plan that period. Deducting the effects on total profit by the two
non-deductible factors, the total profit recorded in the Company’s consolidated statement decreased by
63.20% as compared to the same period of last year.
(6) The professional quality, major products and joint stock company that accounts for more
than 10% in net profits.
□Applicable √Non-applicable
(7) Problems and difficulties in operation
① Reserve of talents is insufficient
Along with the adjustment to company framework and implementation of strategic objective, the
demands for various talents, especially the high level talents constantly enlarge, and the insufficient
reserve of talents may become the bottleneck to restrict the Company’s development, so talent
introduction and cultivation should be solved as soon as possible.
Countermeasures planned to take:
Launch career development plan for talents, provide business platform and improve the
remuneration and performance management system and the construction of enterprise culture so as
18
深圳市深宝实业股份有限公司 2012 年半年度报告
to attract and encourage excellent talents to create more values for the Company.
②Raised project construction cycle is long, and cannot give full play to the benefits in the short
term
Because the raised project construction cycle is long, the Company needs some time to raise funds
and invest and produce benefits, cannot give full play to the benefits in the short term.
Countermeasures planned to take:
At present, the Company is positively advancing the raised project construction to go into operation
and make profits so as to improve the income level.
③The continuous rising of raw materials price and labor costs result in squeezing to profit space
The raw materials price and labor costs go up and the procurement costs of enterprise increase so
that the profit space becomes smaller.
Countermeasures planned to take:
Further deepen the costs and expenses control, optimize the purchasing management to raw and
auxiliary materials, and improve the supplier management mode.
④Market pressures
Macro-economic situation at home and abroad is grim, market competition is fierce, and market
maintenance and expansion face unprecedented pressures
Countermeasures planned to take:
Closely follow with the market environmental changes, positively take measures, enlarge the
market expanding, and stabilize the current clients and marketing channels.
2. Internal control mechanism related with fair-value measurement
□Applicable √Non-applicable
3. Foreign currency financial assets and financial liabilities held
□Applicable √Non-applicable
(II) Investment of the Company
1. General Application of the raised proceeds
√Applicable □Non-applicable
Unit: RMB00’000
Total fund-raised 57,239.21
Total fund-raised invested in report period 4,002.25
Total accumulative fund-raised invested 10,624.44
Total fund-raised for changes its using purpose
16,729.17
in report period
Total accumulative fund-raised for changes its
16,729.17
using purpose
Proportion of total fund-raised that with using
29.23%
purpose changed
Explanation on using purpose of fund-raised
Being approved of “Reply on Privately Offering from Shenzhen Shenbao Industrial Co., Ltd.” ZJXK[2011] No.
777 issued from CSRC, in June of 2011, the Company privately offering 68,977,066 shares of RMB ordinary
share (A share) to 8 target investors with issuing price of RMB 8.70 each. Total monetary capital RMB
600,100,474.20 was raised, actual net capital raised for Shenshenbao amounting to RMB 572,392,141.89 after
deducting relevant offering expenses RMB 27,708,332.31. The capital privately raised above said has fully
funded on 23 June 2011 and has verified by “Verification Report” LIXIN DAHUA YZi [2011] No. 177 issued
from Lixin Dahua. The fund-raised above said saving in the specific account dated 22 July 2011.
During the reporting period, the Company raised proceeds of RMB155,000,000 by canceling the Comprehensive
Project with Annual Capacity of 300 Tons Catechin, among which, RMB125,000,000 was used to investment in
the Project of Developing High-end Brand Classical Tea which contained the original Chain Project for Classical
19
深圳市深宝实业股份有限公司 2012 年半年度报告
Tea Leaves with the total investment of RMB155,000,000, among which, RMB125,000,000 was provided by the
change in the proceeds application from the aforesaid Comprehensive Project with Annual Capacity of 300 Tons
Catechin, and RMB30,000,000 was from the proceeds from the original Chain Project for Classical Tea Leaves.
The project was implemented by the subsidiary Hangzhou Mingduan. Besides, the remaining RMB30, 000,000
was used to establish a joint venture with Zhejiang Huafa Tea Co., Ltd., to carry out export business of tea
leaves. The Company cancelled implementation for the Expansion Project of Condiment Production Line,
pursuant to which, the original proceeds RMB12, 291,700 was adjusted in increasing investment in the Project
of R&D Center for Tea and Natural Plants. The Company also decided to change the implementation subject of
such project from the original wholly-owned subsidiary Wuyuan Jufangyong to the newly incorporated and
registered wholly-owned subsidiary Shenzhen Shenbao Technology Center Co., Ltd. also, the place for
implementation was also changed from Wuyuan county Jiangxi province to Shenzhen Guangdong province.
Those changes were considered and approved in the 2011 Annual General Meeting of the Company held on 27
April 2012.
During the report period, the Company temporarily uses part of the raised funds 150 million Yuan to supplement
the working fund, the allotted time of which is not more than 6 months since consideration of the first
extraordinary shareholders meeting of 2012 convoked on 21st, Mar, 2012 passed.
Up to 30th, Jun, 2012, the total expenses are 106,244,400.00 Yuan, which is mainly used for buying Shenbao
Huacheng minority shareholding of 48.33% stock rights, comprehensive investment projects of tea industry
chain, and construction of investment and development projects for premium brands of specialty tea.
20
深圳市深宝实业股份有限公司 2012 年半年度报告
2. Commitments on projects of raised funds
√Applicable □Non-applicable
Unit: RMB00’000
Date for
Whether
Investment project Benefits
Reach or not
Accumulated progress to reach realized
Committed investment Whether or not project has Total committed Input in the the significant
Total investment input as at as at the in the
project and application of changed(including change in investment by current reporting projected changes
after adjustment(1) period-end period-end condition current
proceeds part) proceeds period benefits occur in
(2) (%)(3)＝ for reporting
or not availability
(2)/(1) intended period
of projects
use
Committed investment
project
Acquisition of 48.33%
31 July
equity interests in No 6,510.05 6,510.05 0 6,510.05 100% 70.4 Yes No
2011
Shenbao Huacheng
Comprehensive 31
Investment Project of Tea No 27,000 27,000 2,004.03 2,043.07 7.57% March 0 No No
Industry Chain 2013
Comprehensive Project 31 July
with Annual Capacity of Yes 15,500 15,500 0 0 0 0 No Yes
300 Tons Catechin 2012
Chain Project for 31 July
Yes 3,000 3,000 0 0 0 0 No No
Classical Tea Leaves 2012
Project of R&D Center
Yes 4,000 4,000 0 0 0 30 April 0 No No
for Tea and Natural Plants
21
深圳市深宝实业股份有限公司 2012 年半年度报告
2012
Expansion Project of 31 July No
Condiment Production Yes 6,900 1,229.17 0 0 0 0 Yes
Line 2012
Subtotal of committed
- 65,910.05 57,239.22 2,004.03 8,553.12 - - 70.4 - -
investment project
Application of proceeds
0 0 0 0 0% 0
Repayment of bank loans
- 0 0 0 0 0% - - - -
(if any)
Supplement current
- 0 0 0 0 0% - - - -
capital (if any)
Subtotal of application of
- 0 0 0 0- - 0- -
proceeds
Total - - - - -
Not meet the scheduled
progress or projected
benefits, and reasons for
Non-applicable
that (based on specific
project)
1. Comprehensive Project with Annual Capacity of 300 Tons Catechin: by virtue of technical innovation, the Company made comprehensive
Explanation on
enhancements in the original production crafts for instant tea powder, pursuant to which, the production line for instant tea powder was equipped with the
significant changes in
function of producing catechin and natural plant products. Therefore, the Company was able to develop and produce catechin and natural plant products
availability of projects
for sales, satisfying demands from its existing and new customers. As compared to the original plan on implementing the Comprehensive Project with
22
深圳市深宝实业股份有限公司 2012 年半年度报告
Annual Capacity of 300 Tons Catechin, the Company can be better served with such innovated technologies to make comprehensive use of the production
line of instant tea powder, with fewer equipments allocation, more efficient benefits, reduction of fixed assets allocation and amortization, so as to improve
the integrated profitability of the Company. In order to effectively prevent from investment risks and protect the interests of the Company and its
shareholders, the Company, with careful and prudent consideration, decided to cancel the Comprehensive Project with Annual Capacity of 300 Tons
Catechin and thereby to change the proceeds application purposes.
2. Expansion Project of Condiment Production Line: despite that the prospectus of condiment market was positive, the furious market competition can’t be
ignored. In case that the Company wanted to make significant breakthrough in the furious market competition based on the prevailing operation condition
of condiment, the Company was required to allocate material human, assets and property resources. In 2011, the Company experienced significant drop in
income from its condiment operation, recording relatively material losses. Considering that it had no advantage in condiment operation, the Company
would face relatively significant market risks and uncertainty if the original resources allocation couldn’t meet the expected target. By virtue of the
non-public offering, the Company determined its development direction for tea industry, namely Natural, Green and Healthy, in 2011. According to the
development strategy, the Company would focus on expanding tea industry. Therefore, the Company cancelled the Expansion Project of Condiment
Production Line, and applied the proceeds for such project to investment in the Project of R&D Center for Tea and Natural Plants. At the 2011 Annual
General Meeting held on 27 April 2012, the Company considered and approved the Proposal on Change of Part Proceeds Application Purposes, approving
the changes and adjustments involved in the above projects.
Amount, purposes and □ Applicable √ Non-applicable
application progress of
proceeds
√ Applicable □ Non-applicable
Change of
√ Occurred during the reporting period □ Occurred in previous years
implementation place of
investment projects with The Company changed the implementation place of Project of R&D Center for Tea and Natural Plants from Wuyuan county Jiangxi province to Shenzhen
proceeds Guangdong province. Those changes were considered and approved in the 2011 Annual General Meeting of the Company held on 27 April 2012.
Adjustment to □ Applicable √ Non-applicable
23
深圳市深宝实业股份有限公司 2012 年半年度报告
implementation method □ Occurred during the reporting period □ Occurred in previous years
of investment project
with proceeds
Initial input and □ Applicable √ Non-applicable
replacement of
investment project with
proceeds
√ Applicable □ Non-applicable
Temporary supplement of On 21 March 2012, the Company held the 1st extraordinary general meeting for 2012, to consider and approve the resolution of Further Application of Part
current capital with idle Idle Proceeds to Temporarily Supplement Current Capital, pursuant to which, part idle proceeds of RMB150,000,000 was used to temporarily supplement
proceeds current capital of the Company, with term not exceeding 6 months.
Amount of proceeds □ Applicable √ Non-applicable
balance when
implementing projects,
and reason for that
Purposes and application
Saved in the special account for proceeds and supplement current capital.
of unutilized proceeds
Problems found during The related information concerning proceeds disclosed by the Company is in-time, true, accurate and complete; no illegal issue has been found in place,
the application and use, management and disclosure of proceeds. The Company has never made financing for over 2 times, not even the application of proceeds in those
disclosure of proceeds or years.
other issues
24
深圳市深宝实业股份有限公司 2012 年半年度报告
3. Changes of projects of raised funds
√Applicable □Non-applicable
Unit: RMB00’000
Planned Actual Date for Whether
Investment
Correspon total Actual accumulat project to Benefits or not
progress as Reach the
Project ding proceeds input in e input reach the realized in significant
at projected
after original for current amount as condition the current changes
period-end benefits or
change committed projects reporting at for reporting occur in
(%)(3)=(2) not
project after period period-end intended period availability
/(1)
change(1) (2) use of projects
Comprehe
nsive
Project
Investment with
developme Annual
nt project Capacity
for of 300 31 May Non-applica
15,500 1,939.12 1,961.21 12.65% 0 No
high-end Tons 2012 ble
brand Catechin
classical /Chain
tea Project of
Classical
Tea
Leaves
Comprehe
nsive
Jointly Project
incorporati with 31
Non-applica
on of Annual 3,000 0 0 0 December 0 No
ble
Zhejiang Capacity 2012
Shenbao of 300
Huafa Tea Tons
Leaves Catechin
Co., Ltd.
Project of
Project of R&D
R&D Center for
31
Center for Tea and Non-applica
5,400 59.09 110.11 2.04% December 0 No
Tea and Natural ble
2012
Natural Plants /
Plants Expansion
Project of
25
深圳市深宝实业股份有限公司 2012 年半年度报告
Condiment
Production
Line
Total -- 23,900 1,998.21 2,071.32 -- -- 0 -- --
1. Comprehensive Project with Annual Capacity of 300 Tons Catechin: by virtue
of technical innovation, the Company made comprehensive enhancements in the
original production crafts for instant tea powder, pursuant to which, the production
line for instant tea powder was equipped with the function of producing catechin
and natural plant products. Therefore, the Company was able to develop and
produce catechin and natural plant products for sales, satisfying demands from its
existing and new customers. As compared to the original plan on implementing the
Comprehensive Project with Annual Capacity of 300 Tons Catechin, the Company
can be better served with such innovated technologies to make comprehensive use
of the production line of instant tea powder, with fewer equipments allocation,
more efficient benefits, reduction of fixed assets allocation and amortization, so as
to improve the integrated profitability of the Company. In order to effectively
prevent from investment risks and protect the interests of the Company and its
shareholders, the Company, with careful and prudent consideration, decided to
cancel the Comprehensive Project with Annual Capacity of 300 Tons Catechin.
The proceeds for such project was invested in investment development project for
high-end brand classical tea and jointly incorporation of Zhejiang Shenbao Huafa
Explanation for reason for Tea Leaves Co., Ltd.
changes, decision-making and 2. Cancel the Expansion Project of Condiment Production Line: despite that the
information disclosure (based on prospectus of condiment market was positive, the furious market competition can’t
specific project) be ignored. In case that the Company wanted to make significant breakthrough in
the furious market competition based on the prevailing operation condition of
condiment, the Company was required to allocate material human, assets and
property resources. In 2011, the Company experienced significant drop in income
from its condiment operation, recording relatively material losses. Considering
that it had no advantage in condiment operation, the Company would face
relatively significant market risks and uncertainty if the original resources
allocation couldn’t meet the expected target. The Company determined its
development direction for tea industry, namely Natural, Green and Healthy.
According to the development strategy, the Company would focus on expanding
tea industry. Therefore, the Company cancelled the Expansion Project of
Condiment Production Line, and applied the proceeds for such project to
investment in the Project of R&D Center for Tea and Natural Plants. Such changes
in proceeds projects have been considered and approved at the 20th meeting of the
7th board held on 5 April 2012 and 2011 Annual General Meeting held on 27 April
2012. For details, please refer to the announcements of the Company published in
the Securities Times, China Securities News, Hong Kong Commerce and the
website www.cninfo.com.cn dated 6 April 2012 and 28 April 2012.
26
深圳市深宝实业股份有限公司 2012 年半年度报告
Not meet the scheduled progress
or projected benefits, and reasons
Non-applicable
for that (based on specific project)
Explanation on significant changes
Non-applicable
in availability of projects
4. Investment on major projects of non-raised funds
□Applicable √Non-applicable
(III) The modification of Board to the business plan for the second half of the year
□Applicable √Non-applicable
(IV) Prediction of business performance from January – September 2012
Estimation on accumulative net profit from the beginning of the year to the end of next report
period to be loss probably or the warning of its material change compared with the corresponding
period of the last year and explanation on reason
□Applicable √Non-applicable
(V) Explanation on “Qualified Opinion” from the Certified Public Accountants in the report
period by the Board of Directors
□Applicable √Non-applicable
(VI) Explanation of the Management on changes and disposal of the issues involved in
“Qualified Opinion” from the Certified Public Accountants in the last year by the Board of
Directors
□Applicable √Non-applicable
(VII)Stating the discussion results issued by the Board on changes in the Company’s
accounting policies and accounting estimates or reasons for material accounting error
correction and influences thereof
□ Applicable √ Non-applicable
(VIII) Determination and implementation of cash dividend policies of the Company
1. Provisions on profit distribution policy by the original Articles of Association and the
implementation thereof
(1)The profit distribution shall be focused on the reasonable return to investors, and profit
distribution policy should maintain constant and stable;
(2)The share dividends could be distributed in cash or stock, and interim dividends is allowed;
(3)The accumulated profit distributed by the Company in last 3 years in cash shall not be less than
30% of the annual average distributable profit realized for last 3 years;
(4)The detailed annual profit distribution plan is pre-determined by the Board according to the
operation condition of the Company, and will be submitted to the general meeting for discussion. In
case of absence of cash profit distribution plan determined by the Board, the Company shall
disclose the reason for such non-distribution, purpose of the undistributed capital retained by the
Company. And independent directors shall issue independent opinions;
(5)If the Company hasn’t distributed profit in cash for the recent 3 years, it is not allowed to further
issue new shares to public, issue convertible bonds or place shares to the existing shareholders;
(6)If a shareholder is found to illegally occupy the Company’s capital, the Company should deduct
the cash dividend distributed to such shareholder, to repay the capital occupied. The Company
strictly observed and implemented the profit distribution policy as required in its Articles of
Association, and disclosed the reason for non-distribution and application purposes of undistributed
profit in its periodic reports.
2. Requirements on implementing the Notice of Further Practicing Matters Related to Cash
27
深圳市深宝实业股份有限公司 2012 年半年度报告
Dividends of Listed Company issued by CSRC and works conducted for improving
transparency of profit distribution policy
In order to improve and integrate the scientific, continuous and steady dividend decision and
supervision system, to bring positive returns to shareholders and to fully maintain the shareholders
‘legal entitlement to assets return, the Company amended the clauses related to profit distribution in
its Articles of Association and prepared the Return Plan for Shareholders in Future 3 Years
(2012-2014). Set out below was the existing profit distribution policy of the Company:
(1)The profit distribution shall be focused on the reasonable return to investors, and profit
distribution policy should maintain constant and stable;
(2)The share dividends could be distributed in cash or combination of cash and stock, and interim
dividends is allowed;
(3)The following conditions should be satisfied when making cash distribution:
①The prevailing earnings per share shall not be less than RMB0.1;
②Audit organization issues audit report with standard unqualified opinion for the financial report
of that year;
③There is no material investment plan or occurrence involving material cash expenditure
(excluding proceeds raise project).
Material investment plan or occurrence involving material cash expenditure represents: the
accumulated expenditure to occur by the Company in future 12 months for its plans to invest,
acquire assets or purchase equipments reaches of exceeds 30% of the latest audited total assets of
the Company, exceeding RMB50,000,000;
(4) Basically, the cash profit distribution of the Company for each year shall not be less than 10% of
the distributable profit realized in the current year; and the accumulated profit distributed by the
Company in last 3 years in cash shall not be less than 30% of the annual average distributable profit
realized for last 3 years; the Company can choose to distribute profit in stock, provided cash profit
distribution is ensured. The annual profit distribution shall not exceed the accumulated
undistributed profit as at the end of year, thus not to adversely affect the continued operation of the
Company;
(5) The detailed profit distribution plan is pre-determined by the Board, and will be submitted to the
general meeting for discussion. In case of absence of cash profit distribution plan determined by the
Board as required by the Articles of Association though the Company recorded profit for that period,
the Company shall disclose the reason for not proposing cash distribution plan as required by the
Articles of Association, purpose of the undistributed capital retained by the Company in its periodic
reports. And independent directors shall issue independent opinions. The Company should also
provide network voting platform to shareholders when holding general meetings, other than on-site
meetings;
(6)If the Company hasn’t distributed profit in cash for the recent 3 years, it is not allowed to further
issue new shares to public, issue convertible bonds or place shares to the existing shareholders;
(7)If a shareholder is found to illegally occupy the Company’s capital, the Company should deduct
the cash dividend distributed to such shareholder, to repay the capital occupied.
(8)The Company adjusts profit distribution policy based on protecting shareholders interests,
especially those of minority shareholders, upon which, such policy will be submitted by the Board
to general meetings to be passed as special resolution. Independent shareholders shall issue clear
independent opinions;
(9)The Company receives recommendation and supervision from all shareholders in respect of
distribution by various channels, such as phone, fax, and email and interaction platform.
The Special Resolution on Amendment to the Articles of Association and resolution on Return Plan
for Shareholders in Future 3 Years (2012-2014) were considered and approved in the 22nd meeting
of the 7th Board held on 1 August 2012 and the 2nd extraordinary general meeting for 2012 held on
17 August 2012, and independent shareholders issued independent opinion. For details, please refer
28
深圳市深宝实业股份有限公司 2012 年半年度报告
to the announcements published in the Securities Times, China Securities News, Hong Kong
Commerce and the website www.cninfo.com.cn dated 2 August 2012 and 18 August 2012.
(IX) Plan of profit distribution or capital reserve capitalizing
□Applicable √Non-applicable
(X) Positive retained profit accumulated at end of 2011 without cash distribution carried out
√Applicable □Non-applicable
Accumulated undistributed profit as at the period-end of
37,812,102.74
2011
The undistributed profit is used to supplement current
Purposes of related undistributed capital retained by the
capital of the Company, to support the development of
Company
major business of the Company.
Occur benefits or not √ Yes □ No
Reason for not match between actual benefits and
Non-applicable
projected benefits
Other situations Nil
(XI) Other events disclosed
In reporting period, relevant notice has been published on Securities Times, China Securities
Journal and Hong Kong Commercial Daily designated by the Company, and above notice also
released on Juchao Website (http://www.cninfo.com.cn)
(XII) Liabilities, credit changes and cash arrangement for debt paying in later year (Only
applies to listed company with corporate convertible bonds offered)
□Applicable √Non-applicable
VII. Significant Event
(I)Corporate governance
1. Corporation governance
By strict and consistent observance of relevant laws, administrative regulations and regulatory
documents such as Company Laws, Securities Laws and Rules Governing listing of Shenzhen Stock
Exchange and requirements of the Articles of Association, the Company insists on standardizing
operation, continues to improve and enhance its legal person governance structure, and strengthens
corporate governance level. By reference to the regulatory documents issued by CSRC concerning
governance of listed company, the board of directors believes that relatively healthy legal person
governance structure and governance mechanism have been established by the Company. There is
no illegal operation, and the actual situation of corporate governance basically meets related
requirements.
2. Progress of regularization of establishment of internal control
During the reporting period, the Company carries out works for standardizing its internal control system
pursuant to the Notice on Practicing Relevant Works in Respect of Internal Control Standardization of Listed
29
深圳市深宝实业股份有限公司 2012 年半年度报告
Companies in Shenzhen (SZJGSZi No.31(2011)) promulgated by Shenzhen Securities Supervision &
Management Bureau and Implementation Rules for Internal Control Standardization. Set out below are the
detailed works:
(1)Reexamine the business procedure appraised in 2011, update and consolidate internal control of the
business procedures organized in 2011.
(2)Self-evaluation working team for internal control made inspection, on a random basis, on the effectiveness
of internal control operation as completed during the self-evaluation and pre-evaluation stage for internal
control relate to financial reports. As for the part which was found to be abnormal, re-test would be required.
(3)Conducted operation effectiveness test on the changes in business procedures, and prepared internal
control self-evaluation documents and working manuscripts.
(4)Identified, evaluated and summarized deficiencies in internal control, established correction plan for such
deficiencies and implemented correction, and prepared internal control self-evaluation report based on
internal control self-evaluation results. The Company has disclosed its internal control self-evaluation report
as at 31 December 2011 on 7 April 2012.
(5)In March, the Company started internal control system standardization for its subsidiaries.
(6)Completed updates for the internal control documents for the first half of 2012.
(7) The Company carried out internal control self-evaluation for the first half of 2012. Through convening
the start meeting for internal control self-evaluation, the Company arranged its evaluators to identify,
evaluate and summarize deficiencies in internal control.
(8) The Company started improvement and implementation of relevant business procedures of non-financial
report. With the assistance from Deloitte Touche Tohmatsu, the Company completed internal control
templates for procedures concerning development strategy, internal supervision, risk evaluation, organization
structure, corporate culture, social responsibility, internal information delivery and information system, and
established the specific implementation scheme and implemented such scheme for the aforesaid business
procedures.
(9) The Company started internal control system standardization for its subsidiaries Shenbao Technology and
Wuyuan Jufangyong, and organized and tested the business procedures of its subsidiaries.
(II) Implementation of profit distribution plan, capital reserve capitalizing or shares offering
that plan out previously and carry out in this reporting period
□Applicable √Non-applicable
(III) Material lawsuits and arbitrations
□Applicable √Non-applicable
No material lawsuits and arbitrations occurred in this period
30
深圳市深宝实业股份有限公司 2012 年半年度报告
(IV) Related event of bankruptcy reorganization
□Applicable √Non-applicable
(V) Equity of other listed company and stock jointly financial enterprise held by the Company
1. Security investment
√Applicable □Non-applicable
Percentage in
total Gains and
Initial
Serial Ending Ending book investment of losses during
Securities Stock Code Stock Name investment cost
No. quantity value (Yuan) ending report period
(Yuan)
(Share) securities (Yuan)
（%）
*ST
1 stock 000030 17,334,869.55 1,011,320.00 8,859,163.20 97.96% 3,581,528.74
SUNRISE A
2 stock 400005 Haiguoshi 272,288.09 150,000.00 18,450.00 2.04% -1,500.00
Other ending securities investment 17,607,157.64 -- 9,043,663.20 100% 3,580,028.74
Gains and losses of securities investment sold during
-- -- -- -- 2,610,661.54
report period
Total 17,607,157.64 -- 9,043,663.20 100% 3,580,028.74
Disclosure date for board of directors announcement of
securities investment approval
Disclosure date for board of shareholders announcement
of securities investment approval
2. Equity of other listed company held by the Company
□Applicable √Non-applicable
3. Equity of non-listed financial enterprise held by the Company
□Applicable √Non-applicable
4. Buying and selling shares of other listed company
√Applicable □Non-applicable
Buy/sell shares in Generated
Abbreviation of Number of shares at Number of shares at Used the amount
the report period investment returns
stock beginning of period end of period(shares) of Capital（RMB）
（shares） （RMB）
*ST Sunrise A 1,851,513 840,193 1,011,320 0 2,610,661.54
The total investment income made during the reporting period of the new shares is RMB 0
(VI) Assets transaction
1. Assets purchased or acquired
□Applicable √Non-applicable
2. Assets sold
□Applicable √Non-applicable
31
深圳市深宝实业股份有限公司 2012 年半年度报告
3. Assets replacement
□Applicable √Non-applicable
4. Business combination
□Applicable √Non-applicable
5. Progress of the events and their influence on the Company’s operating results and
financial status in the report period after the Report on Assets Restructure or Public Notice
on Acquisition and Sales of Assets being published
√Applicable □Non-applicable
On 22 December 2011, the transfer of 15% equity interests in Shenzhen Pepsi by the Company
involving significant assets reorganization was approved by the CSRC by issuance of the Approval
for Significant Assets Reorganization of Shenzhen Shenbao Industry Co., Ltd.(ZJXK
No.2030(2011)). On 10 January 2012, Shenzhen Pepsi completed the business registration change
process for such transfer of its 15% equity interests. On 29 June 2012, the Company received from
Pepsi (China) USD22, 788,415.89 (equivalent to RMB144, 000,000) as the consideration for equity
transfer, representing payment in full. Since then, this significant assets reorganization was
completed, by which, investment income increased by RMB103,546,600, which helped the
Company to improve its asset-to-debt structure and cash flow, thus to improve the development of
major business.
(VII) Explanation on shareholding increase proposed or implemented by largest shareholder
of the Company and its persons acting in concert in reporting period
□Applicable √Non-applicable
(VIII) Implementation and its influence of equity incentive
□Applicable √Non-applicable
(XI) Significant related transaction
1. Related transaction related to daily operation
□Applicable √Non-applicable
2. Related transaction incurred by purchase or sales of assets
□Applicable √Non-applicable
3. Significant related transaction from jointly investment outside
□Applicable √Non-applicable
4. Current related liabilities and debts
□Applicable √Non-applicable
5. Other significant related transaction
□Applicable √Non-applicable
(X) Significant contracts and its implementation
1. Profits earned from trusteeship, contract and lease reached over 10% (10% included) of
total profit in this period
(1) Trusteeship
□Applicable √Non-applicable
(2) Contract
□Applicable √Non-applicable
(3) Lease
□Applicable √Non-applicable
2. Guarantees
√Applicable □Non-applicable
Unit: RMB00’000
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)
Name of the Related Guarantee Actual date Actual Guarantee Guarantee Complet Guarant
32
深圳市深宝实业股份有限公司 2012 年半年度报告
Company Announce limit of happening guarantee type term e ee for
guaranteed ment (Date of limit impleme related
disclosure signing ntation party
date agreement) or not (Yes or
no)
Total approving external Total actual occurred
guarantee in report period external guarantee in
(A1) report period (A2)
Total actual balance of
Total approved external
external guarantee at the
guarantee at the end of report
end of report period
period ( A3)
(A4)
Guarantee of the Company for the subsidiaries
Guarant
Related Actual date Complet
ee for
Name of the Announce of happening Actual e
Guarantee Guarantee Guarantee related
Company ment (Date of guarantee impleme
limit type term party
guaranteed disclosure signing limit ntation
(Yes or
date agreement) or not
no)
Shenzhen Shenbao Yes
Huacheng - 2,000 2011-01-26 941.63 Guarantee 1 year Yes
Technology Co., Ltd.
Shenzhen Shenbao Yes
Huacheng - 3,000 2011-05-26 2,800 Guarantee 1 year Yes
Technology Co., Ltd
Shenzhen Shenbao Yes
Huacheng - 3,000 2012-02-23 707.05 Guarantee 1 year no
Technology Co., Ltd.
Shenzhen Shenbao Yes
Huacheng - 1,500 2012-02-10 1,500 Guarantee 7 months Yes
Technology Co., Ltd
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in 4,500 2,706.65
subsidiaries in report
report period (B1)
period (B2)
Total amount of approved Total balance of actual
guarantee for subsidiaries at guarantee for subsidiaries
3,000 0
the end of reporting period at the end of reporting
(B3) period (B4)
Total amount of guarantee of the Company( total of two abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 4,500 occurred guarantee in 2,706.65
(A1+B1) report period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 3,000 guarantee at the end of 0
period (A3+B3) report period (A4+B4)
The proportion of the total amount of actually
0%
guarantee in the net assets of the Company(that is A4+
33
深圳市深宝实业股份有限公司 2012 年半年度报告
B4)
Including:
Amount of guarantee for shareholders, actual 0
controller and its related parties(C)
The debts guarantee amount provided for the 0
guaranteed parties whose assets-liability ratio exceed
70% directly or indirectly(D)
Proportion of total amount of guarantee in net assets of 0
the Company exceed 50%(E)
Total amount of the aforesaid three 0
guarantees(C+D+E)
Explanations on possibly bearing joint and several N/A
liquidating responsibilities for undue guarantees
Explanations on external guarantee against regulated N/A
procedures
3. Trust financing
□Applicable √Non-applicable
4. Implementation of material contracts entered into during the normal operation
□Applicable √Non-applicable
5. Other significant contract
□Applicable √Non-applicable
(XI) Explanation on corporate bonds offering
□Applicable √Non-applicable
(XII) Implementation of commitments
1. Commitments made by the Company or shareholders holding above 5% shares of the
Company in reporting period or extending to reporting period.
√Applicable □Non-applicable
Period for
Term for
Undertakings Undertaker Content of undertakings undertakin Performance
undertaking
g
The original shareholders of non
circulation shares made the following
undertakings during the equity
reform: 1. Agricultural Products and
Investment Holdings will observe
relevant laws, regulations and rules
Shenzhen
during the equity reform, and perform
Agricultural
their legal undertaking obligations; 2.
Undertakings for Products Co., Ltd., Observe the
Upon completion of the equity
equity reform Shenzhen undertakings
reform, in order to provide long-term
Investment
effective incentives to management,
Holdings Co., Ltd.
the original shareholders of non
circulation shares, namely
Agricultural Products and Investment
Holdings, will sell the shares which
they will hold upon satisfaction of
consideration (such shares account for
34
深圳市深宝实业股份有限公司 2012 年半年度报告
6%-8% of the total share capital
(182,923,088 shares ) of the Company)
to management within 3 years
according to their shareholding
percentages after the equity reform.
The particular method and
implementation rules for the above
management share option scheme was
prepared by the listed company in
compliance with the Management
Method for Share Option Scheme of
Listed Company of CSRC and the
relevant national requirements. The
share option scheme has been
submitted to Shenzhen SASAC for
consideration and approval for
implementation. The circulation
condition for such shares will be
subject to relevant regulations.
Agricultural Products and Investment
Holdings observed their legal
undertaking obligations strictly.
Pursuant to the Provisional Method
for State-owned Listed Company
(domestic) to Implement Share
Option Scheme jointly promulgated
by the SASAC and the ministry of
Finance on 6 December 2006, the
share option scheme for management
of the Company shall be further
specific according to relevant
regulations. The original shareholders
of non circulation shares will promote
share option scheme for management
to the extent permitted by the relevant
laws and regulations of the PRC,
based on adequate market condition.
Undertakings
made in
acquisition Non-applicable
report or equity
change report
35
深圳市深宝实业股份有限公司 2012 年半年度报告
Undertakings
made in assets Non-applicable
replacements
Undertakings for
Non-applicable
issuance
Other
undertakings
made to minority Non-applicable
shareholders of
the Company
performance of
the
√ Yes □ No
undertakings on
time, or not
Specific reasons
for
Non-applicable
non-performance
and the next plan
Undertake for
horizontal
competition and □ Yes √ No
related
transactions
involved or not
Effective term
for solution of Non-applicable
undertakings
Solution Non-applicable
Performance of
Non-applicable
undertakings
2. Explanation on assets or projects that reached the original profit forecast as well as its
reasons while the reporting period still in forecast period, and there are profit forecast on
assets or projects of the Company
□Applicable √Non-applicable
(XIII) Items of other consolidated income
Unit: RMB
Items This period Last period
1. Gains(losses) from financial assets available for sales
Less: Income tax influences from financial assets available
36
深圳市深宝实业股份有限公司 2012 年半年度报告
for sales
Net amount reckoned into other consolidated income in
previous period but transferred into gains/losses in current 210,249.15
period
Subtotal -210,249.15
2. Shares in the other consolidated income of the investee
calculated based on equity method
Less: Income tax influences of shares in the other
consolidated income of the investee calculated based on
equity method
Net amount reckoned into other consolidated income in
previous period but transferred into gains/losses in current
period
Subtotal
3. Gains(losses) from cash flow hedge instrument
Less: Income tax influences from cash flow hedge
Net amount reckoned into other consolidated income in
previous period but transferred into gains/losses in current
period
Adjusted amount transferred to initial confirmed amount of
the arbitraged items
Subtotal
4. Differences from translating foreign currency financial
statements
Less: Net amount of disposing overseas business transferred
to current gains/losses
Subtotal
5. Others
Less: Income tax influences by others reckoned into other
consolidated income
Net amount reckoned into other consolidated income in
previous period but transferred into gains/losses in current
period
Subtotal
Total -210,249.15
(XIV)Registration form of receiving research, communication and interview in the report
period
Major contents of
Reception Type of party Party
Reception time Reception place conversation and
approach received received
materials provided
Discuss about the
operation and
production of the
Meeting room of New horizon
13 February 2012 On-site inspection Institution Company, future
the Company fund
strategic plan,
particulars about the
proceeds. The
37
深圳市深宝实业股份有限公司 2012 年半年度报告
Company has not
disclosed or leaked any
material non-public
information to the party
received.
(XV) Engagement and non-reappointment of CPA
Whether the semi-annual report was audited or not
□Applicable √Non-applicable
(XVI) Punishment and rectification for listed company and its directors, supervisor, senior
executives, shareholders of the Company, actual controller and purchasers
□Applicable √Non-applicable
(XVII) Explanation on other significant events
√Applicable □Non-applicable
On 21 May 2012, the Company received an official letter from its major shareholder Agricultural Products.
Agricultural Products and related parties are in process of negotiating the Company’s significant matters as
those matters involve material uncertainty pending for further discussion. At the request of the Company, its
shares suspended trading with effect from 22 May 2012, and its resumption was pending for determination
on relevant matters and disclosure of the relevant progress. During the suspension period, Agricultural
Products and related parties conducted relevant works proactively and made prudent negotiation in
connection with the entry of strategic investors, adjustments to the Company’s equity structure and
promotion of future development. Given that it was hard for the related parties to reach unanimous
conclusion on effectively integrating various resources to promote the Company’s future development,
Agricultural Products and related parties, after prudent research, decided to terminate the aforesaid matters.
Agricultural Products undertook that it would not plan to prepare equity transfer relating to the Company
within at least one year. The shares of the Company resumed to trade with effect from 18 June 2012.
(XVIII) Major changes of profitability of turn debt guarantor, assets status and credit
standings
(Only applies to listed company with corporate convertible bonds offered)
□Applicable √Non-applicable
(XIX) Index for information disclosure
Network publishing the
Newspapers publishing the related
Matters Publish date related content and search
content
path
Announcement relating to B06 version of China Securities
repayment of proceeds News, D16 version of Securities
17 February 2012 http: // www.cninfo. com. cn
provisionally used to Times, and A10 version of Hong
supplement current capital Kong Commerce
B23 version of China Securities
Announcement relating to
News, D16 version of Securities
change of sponsor 24 February 2012 http: // www.cninfo. com. cn
Times, and A06 version of Hong
representative
Kong Commerce
Announcement relating to B14 version of China Securities 6 March 2012 http: // www.cninfo. com. cn
38
深圳市深宝实业股份有限公司 2012 年半年度报告
resolution of the 19th News, D17 version of Securities
th
meeting of the 7 board Times, and A28 version of Hong
of directors Kong Commerce
Announcement relating to
B14 version of China Securities
resolution of the 10th
News, D17 version of Securities 6 March 2012 http: // www.cninfo. com. cn
meeting of the 7th
Times, and A28 version of Hong
supervisory committee
Kong Commerce
Announcement relating to
increase capital B14 version of China Securities
contribution to Wuyuan News, D17 version of Securities
6 March 2012 http: // www.cninfo. com. cn
County Jufangyong Tea Times, and A28 version of Hong
Industry Co., Ltd. with Kong Commerce
proceeds
Announcement relating to
B14 version of China Securities
further application of part
News, D17 version of Securities
idle proceeds in 6 March 2012 http: // www.cninfo. com. cn
Times, and A28 version of Hong
provisionally supplement
Kong Commerce
current capital
B14 version of China Securities
Notice of the 1st
News, D17 version of Securities
extraordinary general 6 March 2012 http: // www.cninfo. com. cn
Times, and A28 version of Hong
meeting for 2012
Kong Commerce
Announcement relating to B07 version of China Securities
grant of re-review News, D06 version of Securities
8 March 2012 http: // www.cninfo. com. cn
certificate for high-tech Times, and A29 version of Hong
enterprise to its subsidiary Kong Commerce
Supplementary Notice of B11 version of China Securities
st
the 1 extraordinary News, D12 version of Securities 16 March 2012 http: // www.cninfo. com. cn
general meeting for 2012 Times, and A05 version of Hong
Kong Commerce
Announcement relating to B15 version of China Securities
resolution of the 1st News, D16 version of Securities
22 March 2012 http: // www.cninfo. com. cn
extraordinary general Times, and A19 version of Hong
meeting for 2012 Kong Commerce
Announcement relating to B10 version of China Securities
entering into proceeds News, B04 version of Securities
29 March 2012 http: // www.cninfo. com. cn
supervision agreement Times, and A13 version of Hong
among four parties Kong Commerce
Announcement relating to B06 version of China Securities 7 April 2012 http: // www.cninfo. com. cn
39
深圳市深宝实业股份有限公司 2012 年半年度报告
resolution of the 20th News, B04 version of Securities
th
meeting of the 7 board of Times, and B05 version of Hong
directors Kong Commerce
Announcement relating to B06 version of China Securities
resolution of the 11th News, B04 version of Securities
th 7 April 2012 http: // www.cninfo. com. cn
meeting of the 7 Times, and B05 version of Hong
supervisory committee Kong Commerce
B06 version of China Securities
Announcement relating to
News, B04 version of Securities
change of application of 7 April 2012 http: // www.cninfo. com. cn
Times, and B05 version of Hong
part proceeds
Kong Commerce
B06 version of China Securities
Summary of 2011 annual News, B04 version of Securities
7 April 2012 http: // www.cninfo. com. cn
report Times, and B04 version of Hong
Kong Commerce
B06 version of China Securities
Notice of 2011 annual
News, B04 version of Securities 7 April 2012 http: // www.cninfo. com. cn
general meeting
Times, and B06 version of Hong
Kong Commerce
A31 version of China Securities
Results forecast for the 1st News, D20 version of Securities
11 April 2012 http: // www.cninfo. com. cn
quarter of 2012 Times, and A11 version of Hong
Kong Commerce
B77 version of China Securities
Supplementary notice of
News, B03version of Securities
2011 annual general 21 April 2012 http: // www.cninfo. com. cn
Times, and A11 version of Hong
meeting
Kong Commerce
B60 version of China Securities
The quarterly report for the News, D73 version of Securities
27 April 2012 http: // www.cninfo. com. cn
1st quarter of 2012 Times, and A09 version of Hong
Kong Commerce
Announcement relating to B17 version of China Securities
resolution of 2011 annual News, B72version of Securities 28 April 2012 http: // www.cninfo. com. cn
general meeting Times, and A16 version of Hong
Kong Commerce
A29 version of China Securities
Announcement relating to News, D13 version of Securities
10 May 2012 http: // www.cninfo. com. cn
pledge of shares Times, and A13 version of Hong
Kong Commerce
40
深圳市深宝实业股份有限公司 2012 年半年度报告
Announcement relating to B19 version of China Securities
progress of change of News, B24 version of Securities
19 May 2012 http: // www.cninfo. com. cn
application of part Times, and A18 version of Hong
proceeds Kong Commerce
B17 version of China Securities
Announcement relating to
News, D24 version of Securities
suspension of trading for 22 May 2012 http: // www.cninfo. com. cn
Times, and A22 version of Hong
significant issues
Kong Commerce
Announcement relating to B15 version of China Securities
progress of significant News, D17 version of Securities
29 May 2012 http: // www.cninfo. com. cn
issues and further Times, and A15 version of Hong
suspension of trading Kong Commerce
Announcement relating to B15 version of China Securities
entering into proceeds News, D06 version of Securities
30 May 2012 http: // www.cninfo. com. cn
supervision agreement Times, and A21 version of Hong
among four parties Kong Commerce
Announcement relating to B06 version of China Securities
progress of significant News, D08 version of Securities
5 June 2012 http: // www.cninfo. com. cn
issues and further Times, and A11 version of Hong
suspension of trading Kong Commerce
Announcement relating to B14 version of China Securities
progress of significant News, D21 version of Securities
12 June 2012 http: // www.cninfo. com. cn
issues and further Times, and A11 version of Hong
suspension of trading Kong Commerce
Announcement relating to B07 version of China Securities
resumption of trading for News, D12 version of Securities 18 June 2012 http: // www.cninfo. com. cn
significant issues Times, and A10 version of Hong
Kong Commerce
VIII. Financial Report
(I) Auditing Report
Whether the report has been audited or not
□Yes √No □ Not applicable
(II) Financial Statement
Whether consolidated statement or not:
√ Yes □ No
Unless otherwise, currency for this statement refers to RMB (Yuan)
Currency used in note of financial statement is RMB (Yuan)
41
深圳市深宝实业股份有限公司 2012 年半年度报告
1. Consolidated Balance Sheet
Prepared by Shenzhen Shenbao Industrial Co., Ltd
Unit: RMB
Items Note Balance at period-end Balance at period-begin
Current assets:
Monetary funds 519,197,954.69 437,342,717.15
Settlement provisions
Capital lent
Transaction finance asset 9,043,663.2 14,627,801.4
Notes receivable
Accounts receivable 25,811,829.87 71,769,419.01
Accounts paid in advance 7,621,344.91 10,243,725.62
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Interest receivable
Dividend receivable
Other receivables 23,934,074.34 35,956,860.85
Purchase restituted finance asset
Inventories 70,881,287.47 56,983,348.83
Non-current asset due within one
year
Other current assets
Total current assets 656,490,154.48 626,923,872.86
Non-current assets:
Granted loans and advances
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 25,471,291.08 63,891,371.62
Investment real estate
Fixed assets 149,858,929.28 150,807,447.25
Construction in progress 90,800,393.4 11,113,058.18
Engineering material
Disposal of fixed asset
42
深圳市深宝实业股份有限公司 2012 年半年度报告
Productive biological asset 436,156 436,156
Oil and gas asset
Intangible assets 231,093,757.03 202,531,194.37
Expense on Research and
Development
Goodwill
Long-term expenses to be
4,239,946.13 3,615,812.95
apportioned
Deferred income tax asset 2,526,555.01 2,645,321.41
Other non-current asset
Total non-current asset 504,427,027.93 435,040,361.78
Total assets 1,160,917,182.41 1,061,964,234.64
Current liabilities:
Short-term loans 30,000,000 38,000,000
Loan from central bank
Absorbing deposit and interbank
deposit
Capital borrowed
Transaction financial liabilities
Notes payable
Accounts payable 16,268,756.13 34,863,967.03
Accounts received in advance 2,715,791.05 3,420,712.9
Selling financial asset of
repurchase
Commission charge and
commission payable
Wage payable 2,251,965.58 3,666,717.12
Taxes payable 1,403,107.04 4,923,433.34
Interest payable
Dividend payable 2,909,182.74 2,909,182.74
Other accounts payable 121,741,682.58 79,810,651.49
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due within 1
year
Other current liabilities 843,137.43 43,137.43
43
深圳市深宝实业股份有限公司 2012 年半年度报告
Total current liabilities 178,133,622.55 167,637,802.05
Non-current liabilities:
Long-term loans
Bonds payable
Long-term account payable
Special accounts payable
Projected liabilities
Deferred income tax liabilities
Other non-current liabilities 4,249,920 4,449,920
Total non-current liabilities 4,249,920 4,449,920
Total liabilities 182,383,542.55 172,087,722.05
Owner’s equity (or shareholders’
equity):
Paid-up capital (or share capital) 250,900,154 250,900,154
Capital public reserve 568,489,973.36 568,700,222.51
Less: Inventory shares
Reasonable reserve
Surplus public reserve 32,464,033.34 32,464,033.34
Provision of general risk
Retained profit 126,679,479.16 37,812,102.74
Balance difference of foreign
currency translation
Total owner’s equity attributable to
978,533,639.86 889,876,512.59
parent company
Minority interests
Total owner’s equity(or
978,533,639.86 889,876,512.59
shareholders’ equity)
Total liabilities and owner’s
1,160,917,182.41 1,061,964,234.64
equity(or shareholders’ equity)
Legal representative: Mr. Zheng Yuxi
Person in charge of accounting works: Ms. Zeng Suyan
Person in charge of accounting institution: Ms. Wang Zhiping
2. Balance Sheet of parent company
Unit: RMB
Item Note Balance at period-end Balance at period-begin
Current assets:
Monetary funds 186,945,009.15 399,181,994.57
Transaction finance asset 8,859,163.2 14,441,801.4
44
深圳市深宝实业股份有限公司 2012 年半年度报告
Notes receivable
Accounts receivable 284,966.26 10,800
Accounts paid in advance
Interest receivable
Dividend receivable
Other receivables 268,433,564.07 290,113,278.83
Inventories 636,422.82 748,577.05
Non-current asset due within one
year
Other current assets
Total current assets 465,159,125.5 704,496,451.85
Non-current assets:
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 779,524,266.12 313,836,495.78
Investment real estate 24,255,453.23 24,670,895.45
Fixed assets 3,120,007.86 2,821,015.29
Construction in progress 49,774,696.98 6,977,937.19
Engineering material
Disposal of fixed asset
Productive biological asset 436,156 436,156
Oil and gas asset
Intangible assets 65,693,524.4 66,607,860.51
Expense on Research and
Development
Goodwill
Long-term expenses to be
686,593.67 785,282.95
apportioned
Deferred income tax asset 1,382,880.17 1,475,455.82
Other non-current asset
Total non-current asset 924,873,578.43 417,611,098.99
Total assets 1,390,032,703.93 1,122,107,550.84
Current liabilities:
Short-term loans 30,000,000
Transaction financial liabilities
45
深圳市深宝实业股份有限公司 2012 年半年度报告
Notes payable
Accounts payable 457,746.88
Accounts received in advance 130,320
Wage payable 1,870,699.47 2,602,137.43
Taxes payable 563,491 213,379.4
Interest payable
Dividend payable 2,909,182.74 2,909,182.74
Other accounts payable 263,089,434.03 115,853,186.53
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 298,890,554.12 121,708,206.1
Non-current liabilities:
Long-term loans
Bonds payable
Long-term account payable
Special accounts payable
Projected liabilities
Deferred income tax liabilities
Other non-current liabilities 49,920 49,920
Total non-current liabilities 49,920 49,920
Total liabilities 298,940,474.12 121,758,126.1
Owner’s equity (or shareholders’
equity):
Paid-up capital (or share capital) 250,900,154 250,900,154
Capital public reserve 583,300,472.29 583,510,721.44
Less: Inventory shares
Reasonable reserve
Surplus public reserve 32,464,033.34 32,464,033.34
Retained profit 224,427,570.18 133,474,515.96
Balance difference of foreign
currency translation
Total owner’s equity(or
1,091,092,229.81 1,000,349,424.74
shareholders’ equity)
Total liabilities and owner’s
1,390,032,703.93 1,122,107,550.84
equity(or shareholders’ equity)
46
深圳市深宝实业股份有限公司 2012 年半年度报告
3. Consolidated Profit Statement
Unit: RMB
Item Note Amount in this period Amount in last period
I. Total operating income 114,026,690.16 139,922,991.06
Including: Operating income 114,026,690.16 139,922,991.06
Interest income
Insurance gained
Commission charge and commission
income
II. Total operating cost 131,477,781.95 148,255,335.86
Including: Operating cost 92,593,340.74 112,209,097.15
Interest expense
Commission charge and commission
expense
Cash surrender value
Net amount of expense of
compensation
Net amount of withdrawal of insurance
contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Operating tax and extras 662,775.12 896,845.51
Sales expenses 6,539,865.06 8,969,300.98
Administration expenses 31,343,771.04 21,699,521.4
Financial expenses 381,706.23 4,550,650.77
Losses of devaluation of asset -43,676.24 -70,079.95
Add: Changing income of fair
969,367.2 -42,000
value(Loss is listed with “-”)
Investment income (Loss is listed with
105,857,836.04 -265,249.23
“-”)
Including: Investment income on
-299,393.9 -265,249.23
affiliated company and joint venture
Exchange income (Loss is listed with
“-”)
III. Operating profit (Loss is listed
89,376,111.45 -8,639,594.03
with “-”)
Add: Non-operating income 772,170.63 17,433,557.36
Less: Non-operating expense 237,648.8 60,551.66
Including: Disposal loss of non-current
237,578.8 60,551.66
asset
47
深圳市深宝实业股份有限公司 2012 年半年度报告
IV. Total Profit (Loss is listed with
89,910,633.28 8,733,411.67
“-”)
Less: Income tax expense 1,043,256.86 1,674,051
V. Net profit (Net loss is listed with “-”) 88,867,376.42 7,059,360.67
Including: net profit realized before
consolidation by mergered party
Net profit attributable to owner’s of
88,867,376.42 4,396,354.98
parent company
Minority shareholders’ gains and losses 2,663,005.69
VI. Earnings per share -- --
i. Basic earnings per share 0.3542 0.0242
ii. Diluted earnings per share 0.3542 0.0242
VII. Other consolidated income -210,249.15
VIII. Total comprehensive income 88,657,127.27 7,059,360.67
Total consolidated income attributable
88,657,127.27 4,396,354.98
to owners of parent company
Total consolidated income attributable
2,663,005.69
to minority shareholders
Legal representative: Mr. Zheng Yuxi
Person in charge of accounting works: Ms. Zeng Suyan
Person in charge of accounting institution: Ms. Wang Zhiping
4. Profit Statement of parent company
Unit: RMB
Items Note Amount in this period Amount in last period
I. Operating income 2,050,941.33 1,434,424.23
Less: operating cost 422,583.09 91,320.28
Operating tax and extras 72,935.33 66,000
Sales expenses 266,780.75 515,239.93
Administration expenses 17,165,949.8 11,040,603.19
Financial expenses -274,315.92 2,392,752.83
Losses of devaluation of asset 0 540
Add: Changing income of fair
970,867.2
value(Loss is listed with “-”)
Investment income (Loss is listed with
105,857,836.04 -265,249.23
“-”)
Including: Investment income on
-299,393.9 -265,249.23
affiliated company and joint venture
48
深圳市深宝实业股份有限公司 2012 年半年度报告
II. Operating profit (Loss is listed
91,225,711.52 -12,937,281.23
with “-”)
Add: Non-operating income 17,088,533.21
Less: Non-operating expense 180,081.65 35,326.88
Including: Disposal loss of non-current
180,081.65 35,326.88
asset
III. Total Profit (Loss is listed with
91,045,629.87 4,115,925.1
“-”)
Less: Income tax expense 92,575.65
IV. Net profit (Net loss is listed with
90,953,054.22 4,115,925.1
“-”)
V. Earnings per share -- --
i. Basic earnings per share
ii. Diluted earnings per share
VI. Other consolidated income -210,249.15
VII. Total comprehensive income 90,742,805.07 4,115,925.1
5. Consolidated Cash Flow Statement
Unit: RMB
Item Amount in this period Amount in last period
I. Cash flows arising from operating
activities:
Cash received from selling commodities
176,491,074.07 177,726,719.69
and providing labor services
Net increase of customer deposit and
interbank deposit
Net increase of loan from central
bank
Net increase of capital borrowed from
other financial institution
Cash received from original insurance
contract fee
Net cash received from reinsurance
business
Net increase of insured savings and
investment
Net increase of disposal of
transaction financial asset
Cash received from interest, commission
charge and commission
Net increase of capital borrowed
Net increase of returned business capital
Write-back of tax received 436,438.16 49,009.53
Other cash received concerning operating
2,938,001.74 6,445,884.77
activities
Subtotal of cash inflow arising from
179,865,513.97 184,221,613.99
operating activities
Cash paid for purchasing commodities
126,671,262.26 139,613,835.64
and receiving labor service
49
深圳市深宝实业股份有限公司 2012 年半年度报告
Net increase of customer loans and
advances
Net increase of deposits in central
bank and interbank
Cash paid for original insurance contract
compensation
Cash paid for interest, commission
charge and commission
Cash paid for bonus of guarantee slip
Cash paid to/for staff and workers 22,096,377.43 17,020,987.85
Taxes paid 12,270,546.05 12,934,545.26
Other cash paid concerning operating
15,568,262.71 22,924,655.87
activities
Subtotal of cash outflow arising from
176,606,448.45 192,494,024.62
operating activities
Net cash flows arising from operating
3,259,065.52 -8,272,410.63
activities
II. Cash flows arising from investing
activities:
Cash received from recovering investment 152,102,277.68 24,800,000
Cash received from investment income
Net cash received from disposal of fixed,
840,414.8 13,051,728
intangible and other long-term assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning investing
activities
Subtotal of cash inflow from investing
152,942,692.48 37,851,728
activities
Cash paid for purchasing fixed, intangible
65,533,240.27 17,789,197.69
and other long-term assets
Cash paid for investment
Net increase of mortgaged loans -20,000,000
Net cash received from subsidiaries and
other units
Other cash paid concerning investing
activities
Subtotal of cash outflow from investing
65,533,240.27 -2,210,802.31
activities
Net cash flows arising from investing
87,409,452.21 40,062,530.31
activities
III. Cash flows arising from financing
activities
Cash received from absorbing investment 512,499,992.4
Including: Cash received from absorbing
minority shareholders’ investment by
subsidiaries
Cash received from loans 145,000,000 65,000,000
Cash received from issuing bonds
50
深圳市深宝实业股份有限公司 2012 年半年度报告
Other cash received concerning financing
2,723,285.23
activities
Subtotal of cash inflow from financing
147,723,285.23 577,499,992.4
activities
Cash paid for settling debts 153,000,000 52,400,000
Cash paid for dividend and profit
3,039,716.43 5,530,183.59
distributing or interest paying
Including: Dividend and profit of minority
shareholder paid by subsidiaries
Other cash paid concerning financing
500,000 4,099,501.38
activities
Subtotal of cash outflow from financing
156,539,716.43 62,029,684.97
activities
Net cash flows arising from financing
-8,816,431.2 515,470,307.43
activities
IV. Influence on cash and cash equivalents
3,151.01 -8,344.27
due to fluctuation in exchange rate
V. Net increase of cash and cash
81,855,237.54 547,252,082.84
equivalents
Add: Balance of cash and cash
436,842,717.15 40,540,179.32
equivalents at the period -begin
VI. Balance of cash and cash equivalents
518,697,954.69 587,792,262.16
at the period -end
6. Cash Flow Statement of parent company
Unit: RMB
Item Amount in this period Amount in last period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 1,192,862.9 1,413,364.27
services
Write-back of tax received
Other cash received concerning
126,209,411.56 4,239,039.14
operating activities
Subtotal of cash inflow arising from
127,402,274.46 5,652,403.41
operating activities
Cash paid for purchasing commodities
79,699.32 271,848.55
and receiving labor service
Cash paid to/for staff and workers 7,395,526.26 5,784,877.12
Taxes paid 1,339,488.17 919,246.61
Other cash paid concerning operating
7,502,361.9 20,208,017.33
activities
Subtotal of cash outflow arising from
16,317,075.65 27,183,989.61
operating activities
Net cash flows arising from operating
111,085,198.81 -21,531,586.2
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
152,102,277.68 24,800,000
investment
Cash received from investment
income
51
深圳市深宝实业股份有限公司 2012 年半年度报告
Net cash received from disposal of
fixed, intangible and other long-term 115,000 13,000,000
assets
Net cash received from disposal
of subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
152,217,277.68 37,800,000
activities
Cash paid for purchasing fixed,
1,947,919.14 1,143,684.68
intangible and other long-term assets
Cash paid for investment 503,497,641.88
Net cash received from subsidiaries
and other units
Other cash paid concerning investing
-20,000,000
activities
Subtotal of cash outflow from
505,445,561.02 -18,856,315.32
investing activities
Net cash flows arising from investing
-353,228,283.34 56,656,315.32
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
512,499,992.4
investment
Cash received from loans 130,000,000 30,000,000
Other cash received concerning
1,977,263.06
financing activities
Subtotal of cash inflow from financing
131,977,263.06 542,499,992.4
activities
Cash paid for settling debts 100,000,000 29,000,000
Cash paid for dividend and profit
2,071,163.95 3,818,933.23
distributing or interest paying
Other cash paid concerning financing
4,099,501.38
activities
Subtotal of cash outflow from
102,071,163.95 36,918,434.61
financing activities
Net cash flows arising from financing
29,906,099.11 505,581,557.79
activities
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash
-212,236,985.42 540,706,286.91
equivalents
Add: Balance of cash and cash
399,181,994.57 23,617,846.34
equivalents at the period -begin
VI. Balance of cash and cash
186,945,009.15 564,324,133.25
equivalents at the period -end
7. Consolidated Statement on Changes of Owners' Equity
Amount in this period
Unit: RMB
Items Amount in this period
Owners' equity attributable to the parent company Minority Total
52
深圳市深宝实业股份有限公司 2012 年半年度报告
Paid-u ’s equity owners’
p Less: Surplu Genera equity
Capital Reason Retain
capital Treasu s l risk
reserve able ed Others
(Share ry reserve provisi
s reserve profit
capital Stock s on
)
I. Balance at the end of last 250,900 568,700, 32,464, 37,812,1 889,876,51
year ,154 222.51 033.34 02.74 2.59
Add: Changes of
accounting policy
Error correction of the last
period
Others
II. Balance at the 250,900 568,700, 32,464, 37,812,1 889,876,51
beginning of this year ,154 222.51 033.34 02.74 2.59
III. Increase/ Decrease in -210,24 88,867,3 88,657,127
this year (Decrease is listed
9.15 76.42 .27
with'"-")
88,867,3 88,867,376
(i) Net profit
76.42 .42
(ii) Other consolidated -210,24 -210,249.1
income 9.15 5
-210,24 88,867,3 88,657,127
Subtotal of (i)and (ii)
9.15 76.42 .27
(III) Owners' devoted and
0 0 0 0 0 0 0 0 0 0
decreased capital
1. Owners' devoted capital
2. Amount calculated into
owners' equity paid in
shares
3. Others
(IV)Profit distribution 0 0 0 0 0 0 0 0 0 0
1. Withdrawal of surplus
reserves
2. Withdrawal of general
risk provisions
3. Distribution for owners
(shareholders)
4. Others
(V) Carrying forward
0 0 0 0 0 0 0 0 0 0
internal owners' equity
1. Capital reserves
conversed to capital (share
capital)
2. Surplus reserves
conversed to capital (share
capital)
3. Remedying loss with
surplus reserve
53
深圳市深宝实业股份有限公司 2012 年半年度报告
4. Others
(VI) Reasonable reserve
1. Withdrawal in this
period
2. Usage in this period
(VII) Other
IV. Balance at the end of 250,900 568,489, 32,464, 126,679, 978,533,63
the report period ,154 973.36 033.34 479.16 9.86
Amount in last period
Unit: RMB
Amount in last period
Owners' equity attributable to the parent company
Paid-u
Items p Less: Surplu Genera Total
Capital Reason Retain Minority
capital Treasu s l risk owners’
reserve able ed Others ’s equity equity
(Share ry reserve provisi
s reserve profit
capital Stock s on
)
I. Balance at the end of last 181,923 79,873,0 32,464, 30,831,8 47,849,55 372,941,61
year ,088 70.29 033.34 69.17 2.44 3.24
Add: retroactive
adjustment arising from
enterprise consolidation
under the same control
Add: Changes of
accounting policy
Error correction of the last
period
Others
II. Balance at the 181,923 79,873,0 32,464, 30,831,8 47,849,55 372,941,61
beginning of this year ,088 70.29 033.34 69.17 2.44 3.24
III. Increase/ Decrease in 68,977, 488,827, 6,980,23 -47,849,5 516,934,89
this year (Decrease is listed
066 152.22 3.57 52.44 9.35
with'"-")
6,980,23 2,663,005 9,643,239.
(i) Net profit
3.57 .69 26
(ii) Other consolidated
income
6,980,23 2,663,005 9,643,239.
Subtotal of (i)and (ii)
3.57 .69 26
(III) Owners' devoted and 68,977, 488,827, -50,512,5 507,291,66
0 0 0 0 0 0
decreased capital 066 152.22 58.13 0.09
68,977, 503,415, 572,392,14
1. Owners' devoted capital
066 075.89 1.89
54
深圳市深宝实业股份有限公司 2012 年半年度报告
2. Amount calculated into
owners' equity paid in
shares
-14,587, -50,512,5 -65,100,48
3. Others
923.67 58.13 1.8
(IV)Profit distribution 0 0 0 0 0 0 0 0 0 0
1. Withdrawal of surplus
reserves
2. Withdrawal of general
risk provisions
3. Distribution for owners
(shareholders)
4. Others
(V) Carrying forward
0 0 0 0 0 0 0 0 0 0
internal owners' equity
1. Capital reserves
conversed to capital (share
capital)
2. Surplus reserves
conversed to capital (share
capital)
3. Remedying loss with
surplus reserve
4. Others
(VI) Reasonable reserve
1.Withdrawal in this period
2.Usage in this period
(VII) Other
IV. Balance at the end of 250,900 568,700, 32,464, 37,812,1 889,876,51
the report period ,154 222.51 033.34 02.74 2.59
8. Statement on Changes of Owners' Equity of Parent Company
Amount in this period
Unit: RMB
Amount in this period
Paid-up
Item Less: General Total
capital Capital Reasonab Surplus Retained
Treasury risk owners’
(Share reserves le reserve reserves profit
Stock reserve equity
capital)
I. Balance at the end of last 250,900,15 583,510,72 32,464,033 133,474,51 1,000,349,
year 4 1.44 .34 5.96 424.74
Add: Changes of accounting
policy
Error correction of the last
period
Others
55
深圳市深宝实业股份有限公司 2012 年半年度报告
II. Balance at the beginning 250,900,15 583,510,72 32,464,033 133,474,51 1,000,349,
of this year 4 1.44 .34 5.96 424.74
III. Increase/ Decrease in -210,249.1 90,953,054 90,742,805
this year (Decrease is listed
5 .22 .07
with'"-")
90,953,054 90,953,054
(i) Net profit
.22 .22
(ii) Other consolidated -210,249.1 -210,249.1
income 5 5
-210,249.1 90,953,054 90,742,805
Subtotal of (i)and (ii)
5 .22 .07
(III) Owners' devoted and
0 0 0 0 0 0 0 0
decreased capital
1. Owners' devoted capital
2. Amount calculated into
owners' equity paid in
shares
3. Others
(IV) Profit distribution 0 0 0 0 0 0 0 0
1. Withdrawal of surplus
reserves
2. Withdrawal of general
risk reserve
3. Distribution for owners
(shareholders)
4. Others
(V) Carrying forward
0 0 0 0 0 0 0 0
internal owners' equity
1. Capital reserves
conversed to capital (share
capital)
2. Surplus reserves
conversed to capital (share
capital)
3. Remedying loss with
surplus reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in this
period
2. Usage in this period
(VII) Other
IV. Balance at the end of the 250,900,15 583,300,47 32,464,033 224,427,57 1,091,092,
report period 4 2.29 .34 0.18 229.81
Amount in last year
56
深圳市深宝实业股份有限公司 2012 年半年度报告
Unit: RMB
Amount in last year
Paid-up
Item Less: General Total
capital Capital Reasonab Surplus Retained
Treasury risk owners’
(Share reserves le reserve reserves profit
Stock reserve equity
capital)
I. Balance at the end of last 181,923,08 80,095,645 32,464,033 134,399,35 428,882,12
year 8 .55 .34 8.26 5.15
Add: Changes of accounting
policy
Error correction of the last
period
Others
II. Balance at the beginning 181,923,08 80,095,645 32,464,033 134,399,35 428,882,12
of this year 8 .55 .34 8.26 5.15
III. Increase/ Decrease in 503,415,07 571,467,29
this year (Decrease is listed 68,977,066 -924,842.3
5.89 9.59
with'"-")
(i) Net profit -924,842.3 -924,842.3
(ii) Other consolidated
income
Subtotal of (i)and (ii) -924,842.3 -924,842.3
(III) Owners' devoted and 503,415,07 572,392,14
68,977,066 0 0 0 0 0
decreased capital 5.89 1.89
503,415,07 572,392,14
1. Owners' devoted capital 68,977,066
5.89 1.89
2. Amount calculated into
owners' equity paid in shares
3. Others
(IV) Profit distribution 0 0 0 0 0 0 0 0
1. Withdrawal of surplus
reserves
3. Withdrawal of general
risk reserve
3. Distribution for owners
(shareholders)
4. Others
(V) Carrying forward
0 0 0 0 0 0 0 0
internal owners' equity
1. Capital reserves
conversed to capital (share
capital)
2. Surplus reserves
conversed to capital (share
capital)
3. Remedying loss with
surplus reserves
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深圳市深宝实业股份有限公司 2012 年半年度报告
4. Others
(VI) Reasonable reserve
3. Withdrawal in this
period
4. Usage in this period
(VII) Other
IV. Balance at the end of the 250,900,15 583,510,72 32,464,033 133,474,51 1,000,349,
report period 4 1.44 .34 5.96 424.74
(III) Company profile
Shenzhen Shenbao Industrial Co., Ltd. (formerly named Shenzhen Shenbao Canned Food
Company), obtained approval (Document (1991) No.978) from Shenzhen Municipal People’s
Government to change to the present name as at 1 August 1991. Then with the approval (Document
(1991)No.126) from People’s Bank of China, the Company began to list on Shenzhen Stock
Exchange.
The Company initially issued 107,312,935 shares in the stock exchange. In 1992, one bonus share
was dispatched for each 10 shares held by its shareholders, thus totally 10,731,290 shares were
increased. In 1993, one bonus share and one allotted share were dispatched for each 10 shares held
by its shareholders, thus totally 20,878,845 shares were increased. Sequently, one bonus share was
dispatched for each 10 shares held by shareholders upon the basis of total share capital as at the end
of 1996, and capitalizing of capital reserves was carried out at one to ten basis, thus totally
27,784,614 shares were increased. In 2001, based on the total share capital as at the end of 1999, 3
shares were allotted for each 10 shares held by shareholders, and totally 15,215,404 shares were
alloted. The registered capital of the Company amounts to RMB181,923,088.
On 22 June 2011, the Company privately offering 68,977,066 shares of RMB ordinary share (A share)
to target investors with issuing price of RMB 8.70 each while book value of RMB 1.00. Total
monetary capital RMB 600,100,474.20 was raised. Change procedures of industrial and commerce
has completed on 12 July 2011. Register capital of the Company changed as RMB 250,900,154.00.
The Company belongs to food and beverage industry, with the following major operations:
production of food can, beverage and local products(business license of their production base is
applied additionally); demostic trading(excluding special sales, specific control and exclusive
commodity); operation of import&export business( laws, administrative regulation, excluding items
probited by State Council, limited items requires authorization for operation); devlopment real
estate operation while obtained land use right legally.
Registed address of the Company: South 20/F, Education Technology Mansion, Zhuzilin, Futian
District, Shenzhen, P.R. China; license No.: 440301103223954
The Company mainly engaged in the products of tea series of “Jindiao” brand including instant tea
power and tea concentrate; seasoning series under “Sanjing” brand include oyster sauce, olive
vegetable, and soy; beverages series under “Shenbao” brand include daisy tea, lemon tea, and wax
gourd tea.
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深圳市深宝实业股份有限公司 2012 年半年度报告
(IV) Major accounting policy, accounting estimation and prior-period errors correction
1. Basis of preparation of financial statements
Taking continuing operation as basis, the Company processed confirmation and measurements
according to the actual businesses and proceedings, by reference to regulations of Accounting
Standards for Enterprises-Basic Standards and other various accounting standards, and then
prepared financial statements on such basis.
2. Statement for observation of Accounting Standard for Enterprise
The financial statements prepared by the Company are in accordance to requirements of Accounting
Standard for Enterprise, which truly and completely reflect the information related to financial
position, operational results and cash flow of the Company.
3. Accounting period
One accounting period falls to the range starting from 1 January 2012 to 30 June 2012.
4. Standard currency
The Company and its subsidiaries take RMB as the standard currency for bookkeeping.
5. Accounting treatment for business combinations under the same control and those not
under the same control
(1) Business combination under the same control
Assets and liabilities acquired by the Company during business combination are measured by their
carrying value recorded in the accounting book of the combined party as at the combination date.
The difference between the carrying value of the net assets acquired through combination and the
carrying value of combination consideration paid (or total carrying value of shares in issue) shall be
used to adjust capital reserve. When the capital reserve is insufficient for offset, then the retained
profit shall be adjusted.
Each direct expense related to business combination born by the Company, among other things, the
audit fee, valuation expense and law service expense paid for business combination shall be written
into current gains and losses upon happening.
Charge and commission arising from issuance of equity securities during business combination
shall be used for offsetting premium income of such securities. When such premium income is not
enough for offset, then it shall turn to retained profit for offset.
As for the combined parties which adopt different accounting policies from the Company, the
Company shall make relevant adjustment in accordance to its own accounting policy as at the
combination date, and offer confirmation by virtue of Accounting Standard for Enterprise on this
basis.
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深圳市深宝实业股份有限公司 2012 年半年度报告
(2) Business combination not under the same control
The Company measures the assets and liabilities paid or occurred or undertaken as consideration for
business combination at their fair value as at the purchase day. Difference between fair value and
carrying value shall be recorded in current gains and losses.
Combined cost is allocated by the Company as at the purchase date.
Combined cost less the fair value of the recognizable net assets acquired from vendor through
combination is confirmed as goodwill if the result is positive, while as current gains and losses if it
is negative.
As for other various assets (except for intangible assets and not only limited to the assets originally
recognized by vendor) obtained by business combination from vendor, the economic benefits
brought by such assets are likely to flow into the Company, besides, their fair value could be
reliably measured. Thus, they shall be recognized separately and measured at fair value; the
intangible assets whose fair value could be reliably measured shall be separately recognized as
intangible assets and measured at fair value; As for other various liabilities (except for contingent
liabilities) obtained from vendor, implementation of relevant obligations leads to that economic
benefits are likely to flow out from the Company, besides, their fair value could be reliably
measured. Thus, they shall be recognized separately and measured at fair value; the contingent
liabilities obtained from vendor whose fair value could be reliably measured shall be separately
recognized as liabilities and measured at fair value.
6. Methods for preparation of consolidated financial statements
(1) Methods for preparation of consolidated financial statements
The consolidation scope of the consolidated financial statements of the Company is fixed on the
basis of control, and all subsidiaries have been consolidated.
The accounting policies and accounting period adopted by the subsidiaries taken into account of the
consolidation scope are in line with the Company. If it is not the same as the Company, necessary
adjustments will be made when preparing consolidated financial statements according to the
accounting policy and accounting period of the Company.
Based on the financial statements of the Company and its subsidiaries, the Company prepares the
consolidated financial statements by reference to other related information after adjustment in its
long-term equity investments to subsidiaries by equity method.
When consolidating financial statements, the Company shall offset all effects upon consolidated
balance sheet, consolidated profit statement, consolidated cash flow statement and consolidated
statement of changes in equity arising from the internal transactions between the Company and each
subsidiary and between various subsidiaries.
Concerning the balance between the current losses shared by minority shareholders of subsidiaries
exceeding the proportion shared by those shareholders in beginning owners’ equity of those
subsidiaries, the balance shall be used to offset minority shareholders’ equity.
During the report period, beginning amounts in consolidated balance sheet shall be subject to
adjustment if business combination under the same control results in additional subsidiaries; income,
expense and profit of such subsidiaries occurred during the whole consolidation period shall be
accounted into consolidated profit statement; and the cash flow of subsidiaries occurred during the
whole consolidation period shall be accounted into consolidated cash flow statement.
During the report period, beginning amounts in consolidated balance sheet is not subject to
adjustment if business combination not under the same control results in additional subsidiaries;
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深圳市深宝实业股份有限公司 2012 年半年度报告
income, expense and profit of such subsidiaries occurred during the period commencing from
purchase day to the end of reporting year shall be accounted into consolidated profit statement; and
the cash flow of such subsidiaries occurred during the period commencing from purchase day to the
end of reporting year shall be accounted into consolidated cash flow statement.
During the report period, if the Company disposes subsidiaries, then the income, expense and profit
of the subsidiaries occurred during the period commencing from period-begin to the disposal day
shall be written into consolidated profit statement; and cash flow arising during such period of such
subsidiaries shall be written into consolidated cash flow statement.
(2)Disclosure of related accounting method for buy-and-resell or sell-and-repurchase of equities in
the same subsidiary within two successive accounting years
□Applicable √Not applicable
7. Recognition standards for cash and cash equivalents
When preparing cash flow statement, the Company recognized the stock cash and deposits available
for payment at any time as cash, and investments featuring with the following four characters at the
same time as cash equivalents: short term (expire within 3 months commencing from purchase day),
active liquidity, easy to convert to already-known cash, and small value change risks.
8. Foreign currency business and the conversion of foreign currency statement
(1) Foreign currency business
When initially recognizing foreign currency business, the Company translates the foreign currency
amount to standard currency amount by virtue of spot exchange rate as at the happening date of
trade.
(2) Translation of foreign currency statement
As at the balance sheet date, monetary items of foreign currency are translated at spot exchange rate
as at balance sheet day. Translation difference arising from difference between the spot exchange
rates respectively as at balance sheet day and initial recognition day or previous balance sheet day,
shall be written in current gains and losses. As for non-monetary items denominated by foreign
currency which are measured at historical cost, translation is still subject to spot exchange rate as at
happening day of trade, without any change in the amount in standard currency.
9. Financial instruments
Financial instruments include financial assets, financial liabilities and equities instruments.
(1) Categories of financial instruments
According to the purposes held for financial assets and liabilities, the management categorizes them
into: financial assets or financial liabilities at fair value through current gains and losses, including
transactional financial assets or financial liabilities; held-to-maturity investment; accounts
receivable; financial assets available for sale; other financial liabilities, etc.
(2) Recognition evidence and measurement methods for financial instruments
(1) Financial assets (financial liabilities) at fair value through current gains and losses
Such assets bear initial recognition amounts at fair value (after deduction of cash dividends declared
but not granted yet or bond interests which arrives at settlement moment but not collected yet) when
being obtained, and relevant transaction expense falls into current gains and losses.
Interests or cash dividends acquired during holding are recognized as investment income, and
movement of fair value is recorded in current gains and losses as at year end.
When disposing such assets or liabilities, the Company shall recognize the difference between fair
value and initial booking amount as investment income, and gains and losses from movements of
fair value shall be subject to adjustment at the same time.
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深圳市深宝实业股份有限公司 2012 年半年度报告
(2) Held-to-maturity investment
Held-to-maturity investment bears initial recognition amount at aggregate of fair value (after
deduction of bond interests which arrives at settlement moment but not collected yet) and relevant
transactional expenses when being obtained.
When holding such investments, interest income is calculated and recognized according to
remaining amortized cost and effective interest rate, and then written into investment income.
Effective interest rate is recognized when obtaining such investments, and not subject to change
during the expected duration period or applicable shorter period.
When disposing such investments, the Company shall treat the balance between the payment for
obtaining such investments and carrying value thereof as investment income.
(3) Financial assets available for sale
Financial assets available for sale bear initial recognition amount at aggregate of fair value (after
deduction of cash dividends declared but not granted yet or bond interests which arrive at settlement
moment but not collected yet) and relevant transactional expenses when being obtained.
Interests or cash dividends acquired during holding are recognized as investment income. They will
be measured at fair value and movements of their fair values shall be recorded in capital reserve
(other capital reserve) at year end.
When disposing such assets, the Company shall treat the balance between the payments for
obtaining such financial assets and carrying value thereof as investment gains and losses;
meanwhile, the amounts correspondingly disposed due to accumulative movements of fair value
originally recorded in owners’ equity directly shall be reversed out and recorded in investment gains
and losses.
(4) Other financial liabilities
Other financial liabilities bear initial recognition amount at aggregate of fair value and relevant
transactional expenses. Subsequent measurement is conducted at amortized cost.
(3) Confirmation evidence and measurement methods for transfer of financial assets
When transfer of financial assets occurs, the Company shall stop recognition of such financial
assets if all risks and remunerations related to ownership of such financial assets have almost been
transferred to the receiver; while shall continue to recognize such financial assets if all risks and
remunerations related to ownership of such financial assets have almost been retained.
When judging whether or not the aforesaid terminal recognition condition for financial assets is
arrived at for transfer of financial assets, the Company generally adopts the principle that substance
overweighs format. The Company divides such transfer into entire transfer and part transfer. As for
the entire transfer meeting condition for discontinued recognition, balance between the following
two items is recorded in current gains and losses:
(1)Carrying value of financial assets in transfer;
(2)Aggregate of the consideration received from transfer and accumulative movements of fair value
originally recorded in owners’ equity directly (applicable when financial assets involved in transfer
belong to financial assets available for sale).
As for the part transfer meeting condition for discontinued recognition, entire carrying value of
financial assets in transfer is shared by discontinued recognition part and continued recognition part,
in light of their respective fair value. Balance between the following two items is recorded in
current gains and losses:
(1)Carrying value of discontinued recognition part;
(2)Aggregate of the consideration of discontinued recognition part and amount of such part
attributable to accumulative movements of fair value originally recorded in owners’ equity directly
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深圳市深宝实业股份有限公司 2012 年半年度报告
(applicable when financial assets involved in transfer belong to financial assets available for sale).
Financial assets are still subject to recognition if transfer of such assets doesn’t satisfy the condition
for discontinued recognition. And consideration received is recognized as financial liability.
(4) Recognized measures on the fair value of financial assets
□application √ non-application
(5) Deciding of fair value of financial assets and financial liabilities
The Company estimate the price on financial assets, measured by fair value, at end of period in
active market.
(6) Provision for impairment of financial assets (excluding account receivable)
(1) Provision for impairment of financial assets available for sales:
If fair value of financial assets available for sales gains a major declined in period-end, or after
comprehensive consideration of vary related factors, the decline tendency predicted as
non-temporary, then recognize as impairment, transfer-out accumulated losses realized from decline
of fair value that reckoned into owners’ equity reckoned originally, then recognized impairment
losses.
(2) Provision for impairment of investment held to maturity
Measure of impairment of investment held to maturity references to that of account receivable.
(7)As for reclassification of un-matured held-to-maturity investments into financial assets
available for sale, please explain the holding purposes or references for change of ability
□application √ non-application
10. Recognition standards and accrual method for bad debt provision for accounts receivable
Accounts receivable refer to trade receivables and other receivables.。
The Company adopts the following standards for recognition of bad debt: ○debts which can not be
collected by settlement with bankruptcy properties or heritage of debtors who face revoke,
bankruptcy or death, and cash flow is in serious shortage; 2 debts which are past due while not
settled by debtors and featured with obvious characteristics indicating that it is not able to collect.
Account receivable is recognized as bad debt losses if there are obvious evidences indicating that
the accounts are not possible to collect, and the provision of bad debt reserve shall then be offset.
The Company adopts allowance method to calculate bad debt reserve which is likely to happen.
(1) Account receivable with single significant item and withdrawal bed debt provision
separately
Determine basis or amount standards for single significant amount occupied 10 percent (including 10 percent)
amount of the balance of account receivable.
conducted impairment testing separately, balance
withdrawal method for account with single significant amount between the present value of future cash flow and its
and withdrawal single item bad debt provision carrying value, bad debt provision withdrawal and
reckoned into current gains/losses.
(2) Accounts whose bad debts provision was accrued by combination
Methods on withdrawal of
Combination bad debt provision based on Basis for combination recognized
combination
Account receivable without impariement occurred after testing
Age combination Age analysis
independently
In combination, accounts whose bad debts provision was accrued by age analysis:
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深圳市深宝实业股份有限公司 2012 年半年度报告
√ application □ non-application
Withdrawal proportion for account Withdrawal proportion for other account receivable
Aging
receivable (%) (%)
Within one year (one year
0% 0%
included)
One to two years 5% 5%
Two to three years 10% 10%
Above three years 15% 15%
Three to four years 15% 15%
Four to five years 15% 15%
Above five years 15% 15%
In combination, withdrawal proportion of bad debt provision based on balance proportion:
□applicable √non-applicable
Combination Accrual ratio for receivables (%) Accrual ratio for other receivables (%)
In combination, withdrawal proportion of bad debt provision based on other methods:
□applicable √non-applicable
Combination Notes on methods
(3) Accounts with single significant amount and bad debts provision accrued individually
Reasons for withdrawal single item bad debt provision:
The combination refers to the account receivable with minor single item but conducted impairment
testing separately without bad debt provision withdrawal by age analysis, that according to actual
situation of the Company.
withdrawal method for bad debt provision:
Method of individual provision for bad debts:
Concerning the account receivable with minor single item of no impairment is found in testing separately,
withdrawal the bad debt provision by risk combination with the age.
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深圳市深宝实业股份有限公司 2012 年半年度报告
11. Inventories
(1) Classification
Inventories of the Company mainly are: stock goods, delivered goods, product-in-process, raw materials, packing
materials, low value consumables and materials for entrust processing, etc.
(2) Calculation method of inventory
□ FIFO √ Weigthed Average □ Specific Identification □ Other
Inventories are priced at costs when purchased or delivered to stock, and by weighted average method when
delivered out from stock
(3) Recognized standards of the net realizable value for inventory and withdrawal method on provision of
inventory
After inventory at period-end, the inventories are accounted depending on which is lower between
the cost and the net realizable value or adjusted the provision of inventory.
The net realizable value of finished goods, products and sellable materials, in normal business
production, is measured as the residual value after deducting the estimated sales expense and related
taxes and fees from the estimated selling price; the net realizable value of an item of inventories
subject to further processing, in normal business production, is measured as the residual value after
deducting the sum of the estimated costs of completion, sales expense and related taxes and fees
from the estimated selling price of the sellable item. The net realizable value of the quantity of
inventories held to satisfy firm sales or service contracts is based on the contract price. If the sales
contracts are for less than the inventory quantities held, the net realizable value of the excess is
based on general selling prices.
An impairment allowance, if any, is generally individually recognized for each type of inventories
at period-end except: For an individual impairment allowance, if any, is recognized for the whole
category of inventories of low value and large quantities; and for an individual impairment
allowance, if any, is recognized for a group of inventories, which are held for the production and
sales of products of a single territory and for identical or similar usages or purposes, and which are
indistinguishable from other types of inventories within the group.
If the previous factors resulting in deduction of inventories values disappear, then such deduction of
value shall be reversed back from the original provision of inventory depreciation reserve, and turns
to current gains and losses.
(4) Inventory system
√Perpetual Inventory System □ Periodic Inventroy System □ Other
Inventory system is the perpetual inventory system.
(5) Amortization of low-value consumables and packaging materials
low-value consumables
Amortization Method: Five-five amortization
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深圳市深宝实业股份有限公司 2012 年半年度报告
(1) Adopt five-five amortization for low-value consumables;
wrappage
Amortization Method: one-time amortize method
(2) Packing materials are recorded in production cost at once when being received.
12. Long-term equity investment
(1) Recognition of investment cost
(1) Long-term equity investment formed from business combination
Long-term equity investment formed from business combination under the same control: if the
Company takes cash payment, transfers non-cash assets or undertakes debts and issues equity
securities as consideration for combination, the share of carrying value of owner's equity of the
merged party on the merger date shall be taken as the initial investment cost for such long-term
equity investment. Capital reserve is subject to adjustment at difference between the initial
investment cost and combination consideration paid for the long-term equity investment; or
otherwise adjust retained profit if the capital reserve is not enough for offset. Each direct expense
related to business combination, among other things, the audit fee, valuation expense and law
service expense paid for business combination shall be written into current gains and losses upon
happening. If there has consolidation financial statements in merged party, determined initial
investment cost of long-term equity investment, and based on owners’ equity of consolidated
financial statements on merged date of the merged party.
Long-term equity investment formed from business combination not under the same control: the
combination cost is the asset given, liabilities occurred or undertaken by the Company for obtaining
controlling power, and the fair value of equity securities issued. And various related expenses
occurred directly for business combination, including auditing charge, legal service, evaluation
consultancy and other agency charges paid by business combination as well as relevant
administration expenses should be reckoned into current gains/losses during which they are incurred.
As for those expenses from issuance of equity securities or debt securities by combination
consideration, reckoned into initial recognized amount for equity securities or debt securities.
The enterprise achieved amalgamation under different control systematically through multiple
transactions should distinguish the individual financial statements and combined financial statement
and handle relevant accounts.
In the individual financial statements, the sum of book value of equity investment held by the
acquiree before the date of purchase and the newly increased investment cost on the date of
purchase should be taken as the initial investment cost of this investment, and the stock rights held
by the acquiree before the date of purchase related to other consolidated income should be
transformed into the current investment income with other relevant consolidated income (for
example, the part of fair value change of financial assets available for sale reckoned in the capital
reserve, similar hereinafter) when disposing this investment.
In the combined financial statement, the stock rights held by the acquiree before the date of
purchase should be calculated again according to the fair value on the date of purchase, the balance
between the fair value and its book value should be reckoned in the current investment income. The
stock rights held by the acquiree before the date of purchase and related to other consolidated
income should be transformed into the current investment income with other relevant consolidated
income and other consolidated income related to it should be transformed into the current
investment income on the date of purchase. In the combination contract, those that make convention
for the future events which may affect the combined cost and those that estimate the future events
are likely to take place on the date of purchase and the amount affecting the combine cost can be
calculated reliably should also be included in the combined cost.
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深圳市深宝实业股份有限公司 2012 年半年度报告
(2) Long-term equity investments obtained through other ways
For long-term equity investments obtained through payment with cash, then the actual payment
shall be viewed as initial investment cost.
For long-term equity investments obtained through issuance of equity securities, then the fair value
of such securities shall be viewed as initial investment cost.
For long-term equity investments input by investors, then the value agreed in investment contract or
agreement (after deduction of cash dividend or profit declared while not granted yet) shall be
viewed as initial investment cost, while excluding the value agreed in contract or agreement is not
fair valued.
Under the precedent condition that non-monetray assets exchanges are featured with commercial
nature and fair values of exchange-in or exchange-out assets can be reliably measured, long-term
equity investment exchange-in through non-monetary assets exchange shall be recognized with
initial investment cost on the basis of the fair value of the assets exchange-out, unless there is
obvious evidence showing that fair value of exchange-in assets is more reliable; as for
non-monetray assets exchanges not satisfying such precedent condition, initial investment cost of
exchange-in long-term equity investment falls to the carrying value of exchange-out assets and
relevant taxes payable.
For long-term equity investments obtained through debt reorgnization, its initial investment cost is
recognized based on fair value.
(2) Subsequent measurement and recognition of gains and losses
(1) Subsequent measurement
As for long-term equity investment made by the Company to its subsidiaries, calculation is
conducted by cost method, while equity method is adopted for adjustment when preparing
consolidated financial statements.
Cost method is used for calculation when the Company has no common control or significant
influence over the invested units. Besides, such long-term equity investments have no quotation in
an active market and their fair values can’t be reliably measured.
Equity method is used for calculation when the Company has common control or significant
influence over the invested units. When initial investment cost is higher than the share of fair value
of net realizable assets of the invested unit, then the initial investment cost of the long-term equity
investment remains with no adjustment; while if the aforesaid former is lower than the later, then
difference shall be recorded in current gains and losses.
Disposal of other changes in owners’ equity (except for changes in net gains and losses) of the
invested units: for other changes in owners’ equity (except for changes in net gains and losses) of
the invested units, with shareholding proportion held constant, the Company computers how much
it should share or undertake according to the shareholding proportion, adjusts carrying value of such
long-term equity investment and increase or decrease capital reserve (other capital reserve) at the
same time. In period of investment held, if invested units provide consolidated financial statements,
tnean should calculated base on consolidated financial statement, net profit and other changes of
investment.
(2) Recognition of gains and losses
Under cost method, other than payment actually paid for obtaining investment or cash dividend or
profit included in consideration which has been declared while not granted yet, the Company
recognizes investment income according to its share in the cash dividend or profit declared for grant
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深圳市深宝实业股份有限公司 2012 年半年度报告
by the invested unit.
Under equity method, investment enterprise should recognized net profit of invested unit after
adjustment, based on fair value of vary identifiable asstes of invested unit while obtained
investment, while recognized net profit or net losses of invested units that should be enjoy by
investment enterprise; the transaction gains/losses attributable to investment enterprise, internally
occurred between investment enterprise, affiliated units and joint-ventures should calculated by
proportion of shares-holding which should be offset, than recognized investment gains/losses; when
the Company is confirmed to share losses of the invested units, the following order shall prevail for
disposal: first of all, offset carrying value of long-term equity investment. Second, for long-term
equity investment whose carrying value is not enough for offset, investment loss should be
continued to recognize within the limit of carrying value of other long-term equity which
substantially forms net investment to invested units, to offset carrying value of long-term items
receivable. At last, after the aforesaid treatment, if enterprise still bears additional duties according
to investment contract or agreement, projected liabilities are recognized in accordance to the the
obligations which are expected to undertake, and then recorded in current gains and losses.
In the event that the invested unit realizes profit in later periods, the Company will adopt disposal
adversed to the above order after deduction the unrecognized share of loss, i.e. write off the
carrying value of the recognized projected liabilities, recover carrying value of long-term equity
which substantially forms net investment to invested unit and long-term equity investment, and
recognize investment income at the same time.
(3) Evidence showing common control and significant influence with invested units
Common control over certain economic activity agreed by contract only exist when investors who
need to share control power on material financial and operation decisions related to such economic
activity make unanimous agreement, and then it is deemed as common control implemented by
other parties to invested unit; if a party has power to join decision-making related to finance and
operation of an enterprise, while no ability of control or joint control with other parties upon
establishement of such decisions, the party is then deemed that it has significant influence upon
invested unit.
(4) Impairment testing and withdrawal of the impairment
For long-term equity investment with no significant influence, no quotation in active market and
whose fair value could not be reliably measured, its impairment reserve is recognized based on the
balnce between its carrying value and present value recognized through discounted future cash flow
of similar financial assets at the prevailing market rate of return.
For other long-term equity investments (except for goodwill) formed from business combination
where impairment signs appear, if the measurement on the recoverable amount shows that the
recoverable amount of such long-term equity investment is lower than its fair value, then the
difference is recognized as impairment loss.
Long-term equity investment calculated base on cost, take depreciation into consideration for
long-term equity investment after recognized investment income from cash bonus or profit
distribution announced by the invested units.
As for goodwill formed from business combination, impairment testing will be made each year, no
matter whether or not there is impairment indication.
Once impairment loss is recognized for long-term equity investment, there will be no stand for any
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深圳市深宝实业股份有限公司 2012 年半年度报告
reversal.
13. Investment real estate
Investment real estate is defined as the real estate with the purpose to earn rent or capital
appreciation or both, including the rented land use rights and the land use rights which are held and
prepared for transfer after appreciation, the rented buildings.
The Company adopts the cost model for measurement on current investment real estate. Concerning
the investment real estate measured by cost model, buildings for rent-used adopts the same
depreciation policies of fixed assets as the Company used; land use rights for rent-used adopts the
amortization policies same to intangible assets.
If the recoverable value of an asset is lower than its book value, relevant impairment losses should
be recognized.
Once impairment of investment real estate was recognized, it will not be written back in the
subsequent fiscal periods.
14. Fixed asset
(1) Recognition of fixed assets
Fixed assets is defined as the tangible assets which are held for the purpose of producing goods,
providing services, lease or for operation & management, and have more than one year of service
life. Fixed assets should be recognized for qualified the followed conditions at the same time:
(1) It is probable that the economic benefits associated with the assets will flow into the Company;
and
(2) The cost of the assts can be measured reliably.
(2) Basis of deciding the fixed assets from financing rental and its calculation
□Applicable √Not applicable
(3) Depreciation on various fixed assets
Fixed assets are withdrawal by classification on the age average basis, according to the categories,
predicted service life and predicted net salvage, depreciation was recognized..
Annual
categories Depreciation term(year) Salvage value(%)
depreciation ratio(%)
Buildings
Equipment & machinery 12 5 7.92
Electronic equipment 6 5 15.83
Transportation tools 9 5 10.56
Buildings: Consistenc– Production
35 5 2.71
buildings
40 5 2.38
–Non-production buildings
Temporary
9 5 10.56
buildings
Other equipment 6 5 15.83
Fixed assts rent-in by financing: -- -- --
Including：Buildings
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深圳市深宝实业股份有限公司 2012 年半年度报告
Equipment & machinery
Electronic equipment
Transportation tools
Other equipment
(4) Impairment test on fixed asset and providing of impairment provision
Judging the fixed assets at each period-end for probably evidence of impairment exists.
If evidence of impairment has been found on fixed assets, evaluate its recoverable value. The
recoverable value was determined by the higher one between the amount of fair value of the fixed
assets minors the net amount after disposal expenses and the current value of predicted cash flow in
future of the fixed assets.
While the recoverable amount of the fixed assets lower its carrying value, the carrying value should
be reduced counted as recoverable amount. The reduced amount recognized as impairment losses
for fixed assets reckoned into current gains and losses and withdrawal relevant impairment losses
for fixed assets.
After the impairment losses being recognized, depreciation of the impairment on fixed assts should
be adjusted correspondingly in future period. And during the rest of service life, the fixed assts
should be amortized the book value of fixed assts (with predicted net salvage deducted) after
adjustment systematically.
Once fixed asset impairment is recognized, it shall not be written back in subsequent fiscal periods.
When evidence showing that impairment has occurred, the recoverable value shall be assessed.
Assessment of recoverable value is based on individual asset. If the recoverable value was hard to
evaluate separately, it shall be decided along with the group of assets it belongs to.
(5) Other explanation
□application√ non-application
15. Construction in process
(1) Category of construction in process
Construction in process is calculated at categorized initiated projects.
(2) Standard and point of time for construction in process carrying forward to fixed assets
Fixed asset is booked with the entire expenditures occurred in the construction in process till it
arrives at predicted state for use. For those constructions in process of fixed assets which have
already arrived at the predicted state for use, while still with absence of completion settlement, they
shall be carried forward to fixed assets at the estimated value based on engineering budget,
construction cost or actual cost commencing from the date of arrival of the predicted state for use.
Meanwhile, they shall be also subject to the depreciation policies applicable to fixed assets of the
Company for provision of depreciation. Once completion settlement is made, the original temporary
estimated value shall be adjusted at the effective cost. However, the original provision of
depreciation remains unchanged.
(3) Methods of impairment testing and provision of impairment reserve for construction in
process
The Company makes judgment at end of each year on whether there is indication showing that
impairment is likely to happen in construction in process.
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深圳市深宝实业股份有限公司 2012 年半年度报告
In case of existence of impairment indication in construction in process, the recoverable amount
thereof shall be estimated. And the recoverable amount is confirmed at fair value of construction in
process less the higher of net amount after disposal expense and present value of predicted future
cash flow of such construction in process.
In the event that the recoverable amount of construction in process is lower than its carrying value,
then the carrying value shall be reduced to the recoverable amount, and the reduced part is
recognized as impairment loss of such construction in process through current gains and losses.
Meanwhile, corresponding impairment reserve for construction in process shall be provided.
Once impairment loss is recognized in construction in process, it will not be reversed in subsequent
accounting periods.
Should be there any indication showing possible impairment of one item construction in process,
enterprise will estimate its recoverable amount based on the single construction in process. If
enterprise has difficulty in estimating recoverable amount of such single construction in process, it
shall turn to estimation of the recoverable amount of the assets portfolio to which such single
construction in process belongs.
16. Borrowing expenses
(1) Recognition of the borrowing expenses capitalization
Borrowing expenses that attributed for purchasing or construction of assets that are complying with
capitalizing conditions start to be capitalized and counted as relevant assts cost; other borrowing
expenses, reckoned into current gains and losses after expenses recognized while occurred.
Assets satisfying the conditions of capitalization are those assets of fixed, investment real estate etc.
which need a long period of time to purchase, construct, or manufacturing before becoming usable.
Capitalizing for borrowing expenses by satisfying the followed at same time:
(1) Assets expense occurred, and paid as expenses in way of cash, non-cash assets transfer or debt
with interest taken for purchasing, constructing or manufacturing assets that complying with
capitalizing condition;
(2) Borrowing expenses have occurred;
(3) Necessary activities occurred for reaching predicted usable statues or sale-able status for assets
purchased, constructed or manufactured.
(2) Period of capitalization
Capitalizing period was from the time star capitalizing until the time of suspended capitalization.
The period for borrowing expensed suspended excluded in the period.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of
capitalization reached its predicted usable status or sale-able status, capitalization suspended for
borrowing expenses.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of
capitalization completed projects and usable independently for part of the projects, borrowing
expenses for this kind of assts shall suspended capitalization.
If the assets have been completed in every part, but can be reached the useful status or sale-able
status while completed entirely, the borrowing expense shall be suspended for capitalization while
the assets completely finished in whole.
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深圳市深宝实业股份有限公司 2012 年半年度报告
(3) Period of suspended
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of
capitalization is suspended abnormally for over 3 months, capitalizing of borrowing expenses shall
be suspended; the suspended assets that satisfying the conditions of capitalization meets the
necessary procedure of reaching predicted usable status or sellable status, capitalizing of borrowing
expenses shall be resumed. The borrowing expenses occurred during the period of suspended shall
reckon into current gains and losses until the purchasing, construction, or manufacturing process is
resumed for capitalizing.
(4) Calculation for capitalization amount
Interest expenses practically occurred at the current term of a special borrowing are capitalized after
deducting of the bank saving interest of unused borrowed fund or provisional investment gains
Capitalization amounts of common borrowings are decided by the weighted average of exceeding
part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate
of common borrowings adopted. Capitalization rates are decided by the weighted average of
common borrowings.
For those expenses with discount or premium, determined the amortizable discount or premium in
every fiscal year by effective interest method, than adjusted interest amount in every period
17. Biological assets
1. Classification and measurement
Biological assets of the Company refer to the productive biological assets with initial measurement
by cost. The actual expenses occur before reached its predicted production purpose for productive
biological assets recognized as cost; the subsequent expenditure occurred after reached its predicted
production purpose for productive biological assets counted into current gains and losses.
2. Withdrawal method on depreciation of biological assets
Biological assets of the Company refer to the tea plants. For those productive biological assts that
reached it’s predicted productive purpose, withdrawal depreciation by average age method. The
service life was determined by the residual terms of the residual term of land use after deducting the
un-maturity period (5-year) of the tea plants with 5 percent salvage value calculated. Reviewing the
service life, predicted salvage vale and depreciation method at year-end, if there have difference
between the predicted number and original estimated number or have major changes on way of
profit earning, than adjusted the service life or predicted salvage value or depreciation method as
account estimation variation.
3. Depreciation reserves on biological assets
At every end of the year, examine the productive biological assets, if there have evidence showing
that the net realizable vale of revocable amount for productive biological assets lower its book value,
than depreciation provision recognized by the losses provision of productive biological assts
withdrawal and reckoned into current gains and losses; Once productive biological assets
impairment loss was recognized, shall not be written back in subsequent fiscal periods.
18. Oil-and-gas assets
□ application √ non-application
19. Intangible assets
(1) Measurement
(1) Intangible assets are initially measured at cost while obtained.
For those intangible assets purchased from outside, the purchase value, relevant taxes and other
payments attributable to predicted purpose obtained should recognized as cost for this assts. For
those purchased amount that paid overdue exceeded the normal credit condition, owns financing
natures actually, the cost should be recognized based on the current value while purchased
Intangible assets obtained by means of enterprise mergered under common control, recognized
book-keeping value by the book value of mergered party; Intangible assets obtained by means of
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深圳市深宝实业股份有限公司 2012 年半年度报告
enterprise mergered under different control, recognized book-keeping value by the its fair value.
For those cost of intangible assets development internally including: the used materials, labor cost
and register charge for development; amortization for other patent and concession used and interest
expense satisfying the capitalization condition during process of development; other directly
expense before reached its predated useful purpose.
(2) Subsequent measurement
Analysis and determined the service life for intangible assts while obtained.
Those intangible assets with limited useful life are evenly amortized on straight basis from the date
when they become useable to the end of expected useful life; for those intangible assts without
limited useful life predicted, amortized nothing due to intangible assts without certain service life.
(2) Particular about the estimation on intangible assets with limited service life
At end of report term, revising will be performed on the useful life of intangible assets with limited
useful life and the methods of amortizing.
Item Predicted useful life Basis
Amortized the actual rest of life after
Land use right Certificate of land use right
certificate of land use right obtained
Manufacture
20-year Actual situation of the Company
technology for patent
(3) Basis for intangible assets without curtained service life:
No intangible assts without certain service life has been found in the period-end for the Company.
(4) Accural of impairment provision for intangible assets
For those intangible assets with certain service life, conducting impairment testing at period-end if
there has clearly evidence of impairment.
Concerning the intangible assets without certain service life, conducted impairment testing at every
end of the term.
Estimated the revocable amount for those intangible assets with impairment testing conducted. The
recoverable amount was determined by the higher one between the net amount resulted from fair
value for intangible assets minor disposal expenses and current value of the predicted future cash
flow.
If the recoverable amount lower its book value, than the book value shall reckoned as recoverable
amount. The minor amount recognized as depreciation losses for intangible assets reckoned into
current gains and losses. And withdrawal relevant impairment reserves for intangible assets.
After impairment loses recognized, adjusted correspondingly in future period for depletion or
amortized expenses of intangible assets depreciated, make sure that the book value (with predicted
salvage value deduction) of intangible assets should systematically amortized after adjustment in
rest of the service life of intangible assets.
Once intangible asset impairment loss was recognized, shall not be written back in subsequent fiscal
periods.
When evidence showing that impairment has occurred, estimated its recoverable amount by
individual assets. If the recoverable value was hard to evaluate separately, it shall be decided along
with the group of assets it belongs to.
(5) Detail standard for classification on research stage and exploitation stage
Research stage: stage of the investigation and research activities exercising innovative-ness for new
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深圳市深宝实业股份有限公司 2012 年半年度报告
science or technology knowledge obtained and understanding.
Exploitation stage: stage of the activities that produced new or material advance materials, devices
and products that by research results or other knowledge adoption in certain plan or design before
the commercial production or usage.
The expenditure of the research stage in R&D project internally shall reckon into current gains and
losses while occurred.
(6) Standards for capitalization satisfaction of expenditure in exploitation state
Intangible assets recognized for expenditure in exploitation stage by satisfying the followed at same
time:
(1) Owes feasibility in technology and completed the intangible assets for useful or for sale;
(2) Owes the intention for completed the intangible assets and for sale purpose;
(3) Way of profit generated including: show evidence that the products generated from the
intangible assets owes a market or owes a market for itself; if the intangible assets will use
internally, than show evidence of useful-ness;
(4) Possess sufficient technique, financial resources and other resources for the development of kind
of intangible assets and has the ability for used or for sale;
(5) The expenditure attributable to the exploitation stage for intangible assets could be measured
reliably.
20. Amortization of long-term deferred expenses
Long-term deferred expense is amortized at straight line method, averagely during the beneficial
period.
21. Assets transfer with repurchase condition attached
□applicable √not applicable
22. Predicted liability
Concerning the lawsuit, debt guarantee, deficit contract and restructuring events involved, if
fulfilling of the responsibility may lead to assets payment or labour provide and the amount can be
measured reliably, than predicted liability shall be recognized.
(1) Recognition of predictive liabilities
Responsibilities connected to contingent issues and satisfied all of the following conditions are
recognized as predictive liabilities:
(1) The responsibility is a current responsibility undertaken by the Company;
(2) Fulfilling of the responsibility may lead to financial benefit outflow;
(3) The responsibility can be measured reliably for its value.
(2) Measurement
Predictive liabilities shall conduct initial measurement by best estimation of expenditures needed by
fulfillment of current responsibilities.
While determined the best estimation, take the risks, uncertainty and periodic value of currency that
connected to the contingent issues into consideration.
For major influence from periodic value of currency, determined best estimation after discount on
future relevant cash out-flow.
Treatment for best estimation:
If the expenditure has a continuous range, and with similar possibility within the range, the best
estimation should determined by the middle value within the range, that is the average amount
between the up and low limit.
If the expenditure has no continuous range, or has a continuous range but with different possibility
within the range, the possibility amount shall determined as the best estimation while single events
involved by contingency; if many events were involved by contingency, the best estimation shall be
determined by various results and relevant probability.
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深圳市深宝实业股份有限公司 2012 年半年度报告
If the expenses for clearing of predictive liability is fully or partially compensated by a third party,
and the compensated amount can be definitely received, it is recognized separated as asset. Though
the compensated amount shall not greater than the book value of the predictive liability
23. Shares payment and equity instrument
□application √ non-application
(1) Category of shares payment
□application √ non-application
(2) Recognition of fair-value of equity instrument
□application √ non-application
(3)Basis of recognition of best estimated for vesting equity instrument
□application √ non-application
(4) Relevant accounting treatment for implementation, amendment and termination of share
payment plan
□application √ non-application
24. Share of the Company repurchased
□application √ non-application
25. Income
(1) Recognition of the income from commodity sales
When main risks and rewards attached to the ownership of goods have been transferred to the buyer,
reserved neither continuous management power nor effective control over the goods, incoming
payment can be measured reliably, relative financial benefit possibly inflow to the company, cost
occurred or will occur can be reliably measured, sales income of goods is recognized.
(2) Basis on use right income for transaction assets
Financial benefit attached to the contract is possibly inflow to the company; Overall income of the
contract can be measured reliably. Determined the use right income for transaction assts
respectively as followed:
(1) Amount of interest income: determined by the time and effective interest rate of the currency
capital used by other people.
(2) Amount of income from use: determined by the charge time and calculation method agreed in
the relevant contract or agreement.
(3) Basis and methods on completion while determined income of labor provided and income
of construct contracts by percentage of completion
When the results of construct contracts can be reliably estimated, income and costs are recognized
at the percentage of completion at the balance sheet day. Percentage of completion of the
construction contracts are decided by estimation of completed work and other whole work.
Total labor income provided determined by the amount of contract or agreement received or
receivable except the un-fair contract and agreement. At balance sheet date, recognized current
labor income provided by the amount resulted from the total labor income provided multiplied by
the amount of completion process after accumulative labor income confirmed in previously
accounting period deduction; meanwhile, transferred current labor cost by amount of completion
process after accumulative labor income confirmed in previously accounting period deduction.
If the results of construction contract are not able to reliably estimated at balance sheet date,
treatment as:
(1) Labor cost occurred expected to be compensated; recognized labor income by amount of labor
cost occurred and transferred labor cost at same amount.
(2) Labor cost occurred un-expected to be compensated, reckoned the labor cost occurred into
current gains and losses without labor income recognized.
26. Government grants
(1) Type
Governments grants of the Company refer to the monetary and non-monetary assets obtained from
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深圳市深宝实业股份有限公司 2012 年半年度报告
government for free, and are divided into those related to assets and others related to revenues
(2) Accounting method
Government grants in relation to purchase of long-term assets such as fixed assets or intangible
assets shall be recognized as deferred income, and are recorded in non-operating income according
to service life of such constructed or purchased assets by installments;
Government grants in relation to revenues, shall be recognized as deferred income upon acquisition
and recorded in current non-operating income during the periods in which relevant expenses are
recognized when such grants are for the purposes of compensating relevant expenses or losses of an
enterprise in future periods; and shall be directly credited to current non-operating income upon
acquisition when such grants are for the purposes of compensating occurred relevant expenses or
losses of an enterprise.
27. Deferred income tax assets and deferred income tax liabilities
(1) Reference for recognition of deferred income tax assets
Under the limit of the taxable income which is very likely to be obtained by the Company for use of
offsetting deductible temporary difference, the Company recognizes the deferred income tax assets
arising from such deductible temporary difference.
(2) Reference for recognition of deferred income tax liabilities
The Company recognizes taxable temporary difference of current and prior periods which should
have been taxed while not paid yet as deferred income tax liabilities, while other than the temporary
differences formed from transactions constituted by combination of goodwill and non-enterprises,
meanwhile, such transactions bring no affect on accounting profit and taxable income when
happening.
28. Operating leasing, financing leasing
(1) Accounting treatment for operating leasing
□application √ non-application
(2) Accounting treatment for financing leasing
□application √ non-application
29. Assets held for sales
(1) Recognition standards for assets held for sales
□application √ non-application
(2) Accounting treatment for assets held for sales
□application √ non-application
30. Assets securitization
□application √ non-application
31. Hedging accounting
□application √ non-application
32. Changes on major accounting policy and accounting estimation
□ yes √ no
(1) Changes on accounting policy in report period
□ yes √ no
(2) Changes on accounting estimation in report period
□ yes √ no
33. Errors correction on previously period in report period
□ yes √ no
(1) Retrospective Restatement
Is there has previous accounting errors that adopt retrospective restatement in report period
□ yes √ no
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深圳市深宝实业股份有限公司 2012 年半年度报告
(2) Prospective Application
Is there has previous accounting errors that adopt prospective application
in report period
□ yes √ no
34.Other major accounting policy, accounting estimation and preparation of financial
statement
□applicable √not applicable
(V) Taxes
1、Major taxes and rates applicable to the Company
taxes Basis Rate
VAT Taxation range of VAT 17%
Consumption tax
Business tax Taxation range of business tax 5%
urban maintenance and construction tax 5% or 7% of turnover tax 5%or7%
enterprise income tax Taxable income tax 15%or25%
Rate of income tax in vary subsidiary and plants
Rate of enterprise income
Name of company Note
tax for year of 2012
The Company 25%
Shenzhen Shenbao Huacheng Science and Technology Co.,Ltd. Wholly-owned 15%
(Shenbao Huacheng )* subsidiary
Including: Shantou Branch of Shenbao Huacheng(Huacheng Branch of Shenbao 25%
Shantou) Huacheng
Jufangyong Tea Industry Co., Ltd. in Wuyuan County (Wuyuan Wholly-owned 25%
Jufangyong) subsidiary
Shenzhen Shenbao Sanjing Food & Beverage Development Co., Wholly-owned 25%
Ltd. (Shenbao Sanjing) subsidiary
Huizhou Shenbao Technologies Co., Ltd. (Huizhou Shenbao Wholly-owned 25%
Technologies) subsidiary
Shenzhen Shenbao Properties Management Co., Ltd. (Shenbao Wholly-owned 25%
Properties) subsidiary
Shenzhen Shenbao Industrial & Trading Co., Ltd. (Shenbao Wholly-owned 25%
Industrial & Trading) subsidiary
Huizhou Shenbao Industrial Investment Co., Ltd. (Shenbao Wholly-owned 25%
Investment) subsidiary
Hangzhou Minduan Tianping Tea Co., Ltd. (Hangzhou Minduan) Wholly-owned 25%
subsidiary
Shenzhen Shenbao Technology Center Co., Ltd. (Technology Wholly-owned 25%
Center) subsidiary
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深圳市深宝实业股份有限公司 2012 年半年度报告
2. Tax preferential and approvals
Shenbao Huacheng, a wholly-owned subsidiary of the Company, has been granted High-tech
Enterprise Certification (No. GF201144200112) jointly promulgated by Shenzhen Technology &
Information Bureau, Bureau of Finance of Shenzhen, Shenzhen Municipal Bureau of State Taxation
and Shenzhen Municipal Bureau of Local Taxation as at the date of 7 March 2012. Such
certificate was released on 3 November 2011, with a valid term of 3 years. With relevant
preferential policies adopted by the State in favor of high-tech enterprises, all qualified high-tech
enterprises are able to enjoy the lower income tax rate of 15% for collection of enterprise income
tax, capable for 3 years commencing from the year when they are deemed as qualified. Shenbao
Huacheng has favored from this preferential policy from 2011 to 2013.
3. Other explanation
□applicable √not applicable
(VI) Business combination and consolidated financial statements
General explanation for business combination and consolidated financial statement
1. Particular about subsidiary
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深圳市深宝实业股份有限公司 2012 年半年度报告
(1) Subsidiaries obtained by establishment or investment
Unit： RMB
The balance after the
parent company’s
Other
The sum of owner’s equity writing
balance of
money in down the excess of the
items Propor
Actual Proportio minority current loss undertaken
Place of constitute tion of Consolid
Nature of Register investment n of Minority equity which by minority
Subsidiaries Type registrati Business scope net shares ation or
business capita amount at voting equity is used to shareholders of eth
on investment held not
period-end right (%) write down subsidiary over the
in (%)
the minority share enjoyed by
subsidiary
interest minority shareholders
actually
in the original owners’
equity of the subsidiary
Shenzhen
Shenbao
Production and sales of
Huacheng Wholly-ow Shenzhe Manufactur
103,451,300 concentrated tea juice 118,551,781.8 100% 100% Yes
Science and ned n e
and instant tea powder
Technology
Co.,Ltd
Tea, nature plants, 100% 100%
Wuyuan extract of tea and
Jufangyong Tea Wholly-ow Manufactur nature plants; planting
Wuyuan 290,000,000 292,804,134.35 Yes
Industry Co., ned e and export &import
Ltd. *1 of tea; agricultural
products and native
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深圳市深宝实业股份有限公司 2012 年半年度报告
products; acquisition,
processing and sales
shenzhen Import &Export
Shenbao business, normal cargo
Sanjing Food & Wholly-ow Shenzhe Manufactur transportation;
30,150,000 80,520,842.36 100% 100%
Beverage ned n e wholesale of
Development pre-pakaging food
Co., Ltd. products
Huizhou Industrial investment,
Shenbao Wholly-ow Comprehens property management
Huizhou 30,000,000 30,000,000 100% 100% Yes
Technologies ned ive and trading
Co., Ltd domestically
Shenzhen 100% 100%
Shenbao Property
Wholly-ow Shenzhe Management of
Properties managemen 5,000,000 5,000,000 Yes
ned n self-owned properties
Management t
Co., Ltd *2
Shenzhen
Shenbao
Industrial Wholly-ow Shenzhe Commercial
5,500,000 Commercial wholesale 5,500,000 100% 100% Yes
Trading & ned n wholesale
Development
Co., Ltd.
Huizhou
Industrial investments
Shenbao Wholly-ow Information
Huizhou 5,000,000 and consultancy of 5,000,000 100% 100% Yes
Industrial ned consultancy
logistics information
Investment Co.,
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深圳市深宝实业股份有限公司 2012 年半年度报告
Ltd.*3
Shenzhen
Shenbao(Liaoy
uan) Industrial Shareholdin Shenzhe
--- 2,378,000 No operating officially 57,628.53 53.5% 53.5% No
Co., Ltd. g n
(Shenbao
Liaoyuan) *4
Permited items:
wholesales and retails:
pre-package foods(food
circulation certificate
expire on 28 March
2015); general
business: wholesales
and retails: tea sets;
acquisition: teas need
Hangzhou
for sales in the
Minduan Wholly-ow Hangzho Comprehens
175,000,000 Company (purchased 176,906,952.42 100% 100% Yes
Tianping Tea ned u ive
limited to orginal
Co., Ltd. *5
producer in first
industry); service:
investment of tea
enterprise and assets
management,
technology
development on tea and
its products;
technology
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深圳市深宝实业股份有限公司 2012 年半年度报告
development and
consultan on tea
cultivation and feeding;
technology service,
result transfer and other
legal items with
approval required
Technology
Shenzhen Developme
development,
Shenbao nt,consultan
Wholly-ow Shenzhe consultant, transfer and
Technology t and 54,000,000 54,676,764.11 100% 100% Yes
ned n inspection service for
Center Co., Ltd. transfer of
tea, plant products, soft
*6 technology
drinks and foods
Explanation on subsidiaries obtained by establishment or investment:
*1: Wuyuan Jufangyong Tea Industry Co., Ltd.-- being decision on 19th meeting of 7th session of the board and first extraordinary shareholders general meeting of 2012, the Company increase capital
of 270million in Wuyuan Jufangyong for project of comprehensive investment on tea industry chain. The Company actually invested 272,524,134.35 yuan in Wuyuan Jufangyong, including monetary
investment 271,913,925.35 yuan and equity converted from debt 610,209.00 yuan. The capital increase was verified by the DHYZ[2012] No. 023 verification report from Da Hua CPA; 4.28% equity
was held by the wholly-owned subsidiary of the Company Shenbao Huacheng.
*2: Shenzhen Shenbao Properties Management Co., Ltd-- 49% equity was held by the wholly-owned subsidiary of the Company Shenzhen Shenbao Sanjing Food Beverage Development Co., Ltd.
*3: Huizhou Shenbao Industrial Investment Co., Ltd.—the company cancel its industrial and commercial registration on 5 July 2012;
*4: Shenzhen Shenbao(Liaoyuan) Industrial Co., Ltd. (Shenbao Liaoyuan)-- the company establishefor a long period withou operation normally, business license has been cancell by industry and
commerce buresu. Investment for the company has withdrwal impariment provision for long-term invetment in total. The company’s financial report was excluding in the consolidation statement
range.
*5: Hangzhou Minduan Tianping Tea Co., Ltd-- on 13 December 2011, the Board agrees to invested 20 million to established a wholly-owned subsidiary in Hangzhou. The Company has invested 20
million seting up wholly-owned subsidiary Hangzhou Minduan Tianping Tea Co., Ltd in March 2012 and has verified by the ADJZ[2012] No. L1106 issued from Reanda CPA. Later, the investment
has been approved in 20th meeting of 7th session of the board and annual shareholders meeting of 2011, the Company increases capital 155 million yuan in Hangzhou Minduan Tianping Tea Co., Ltd ;
The Company actually invested 156,906,952.42 yuan in Hangzhou Minduan Tianping Tea Co., Ltd, the capital increase was verified by the DHYZ[2012] No. 036 verification report from Da Hua CPA;
*6: Shenzhen Shenbao Technology Center Co., Ltd.-- being deliberated and approved in 20th meeting of 7th session of the board and annual shareholders meeting of 2011, the Company ste up a
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深圳市深宝实业股份有限公司 2012 年半年度报告
wholly-owned subsidiary Shenzhen Shenbao Technology Center Co., Ltd. (Technology Center ). The Company actually invested 54,676,764.11 yuan in Technology Center dated 10 May 2012, the
capital increase was verified by the DHYZ[2012] No. 034 verification report from Da Hua CPA;
83
深圳市深宝实业股份有限公司 2012 年半年度报告
(2) Subsidiaries acquired by business combination under the common control
□ Applicable √ Not applicable
(3) Subsidiaries acquired by business combination not under the common control
□ Applicable √ Not applicable
2. Special purposes entity or operation entity where controlling right is formed under entrusted
operation or leasing
□ Applicable √ Not applicable
3. Explanation for changes in consolidation scope
√Applicable □Not applicable
New 2 companies increase over that of last year (period):
Two wholly-owned subsidiary have been reckoned into consoldiation range in this period: Hangzhou Minduan
Tianping Tea Co., Ltd and Shenzhen Shenbao Technology Center Co., ltd dated 3 May 2012 and 10 May 2012
respectively.
4. Entities newly included in consolidate scope during the reporting period and entities ceasing to be
included in consolidate scope during the reporting period
□ Applicable √ Not applicable
5. Business combination under the common control during the reporting period
□ Applicable √ Not applicable
6. Business combination not under the common control during the reporting period
□Applicable √ Not applicable
7. Loss of subsidiaries due to disposal of equity interests without controlling rights during the reporting
period
□Applicable √ Not applicable
8. Counter purchase occurred during the reporting period
□Applicable √ Not applicable
9. Absorption consolidation occurred during the reporting period
□Applicable √ Not applicable
10. Translation exchange rates for items in major statements of overseas operating entities
□Applicable √ Not applicable
84
深圳市深宝实业股份有限公司 2012 年半年度报告
(VII) Notes to main items of consolidated financial statements
1. Monetary fund
Unit ： RMB
Amount of period-end Amount of period-begin
Item translati translation
Foreign currency RMB Foreign currency RMB
on rate rate
Cash: -- -- 149,851.05 -- -- 90,189.16
RMB -- -- 145,262.6 -- -- 85,625.06
HKD 4,860.12 0.8152 3,961.97 4,860.12 0.8106 3,940
USD 99.05 6.3249 626.48 99.05 6.3 624.1
Bank deposit： -- -- 518,548,103.64 -- -- 436,752,527.99
RMB -- -- 374,403,118.31 -- -- 436,600,180.24
HKD 12,921.26 0.8152 10,533.67 13,323.97 0.8106 10,800.17
USD 22,788,415.89 6.3249 144,134,451.66 22,464.66 6.3 141,547.58
Other monetary funds： -- -- 500,000 -- -- 500,000
RMB -- -- 500,000 -- -- 500,000
Total -- -- 519,197,954.69 -- -- 437,342,717.15
2. Transaction financial assets
(1) Transaction financial assets
Unit： RMB
Item Fair value at period-end Fair value at period-begin
Transactional debt investments
Transactional equity instrument investment 9,043,663.2 14,627,801.4
Financial assets designated at fair value through
profit and losses
Derivative financial assets
Hedge instruments
Other
Total 9,043,663.2 14,627,801.4
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深圳市深宝实业股份有限公司 2012 年半年度报告
(2) realization of restricted transactional financial assets
□Applicable √ Not applicable
(3) Explanation for hedge instruments and related hedge transactions
□Applicable √ Not applicable
3. Notes receivables
(1) Classification of notes receivables
□Applicable √ Not applicable
(2) Notes receivables pledged at period-end
□Applicable √ Not applicable
(3)Transfer of notes to notes receivable due to the issuer’s impossibility to perform its obligations, and
unmatured notes endorsed to others by the Company as at the period-end
□Applicable √ Not applicable
4. Dividend receivables
□Applicable √ Not applicable
5. Interests receivables
(1) Interests receivables
□Applicable √ Not applicable
(2)Overdue interests
□Applicable √ Not applicable
(3)Explanation for interests receivables
□Applicable √ Not applicable
6. Accounts receivable
(1) Account receivable classified according to categories
Unit： RMB
Amount of period-end Amount of period-begin
Type Balance of book value Bad debt provision Balance of book value Bad debt provision
Amount Ratio Amount Ratio Amount Ratio Amount Ratio
86
深圳市深宝实业股份有限公司 2012 年半年度报告
(%) (%) (%) (%)
Account receivable with
single major amount and
0 0 0 0
withdrawal bad debt
provision for single item
Account receivable of bad debt provision withdrawal by combination(Age)
Account receivable
withdrawal bad debt
26,687,027.19 57.92% 875,197.32 3.28% 72,641,733.27 78.93% 872,314.26 1.2%
provision by age
combination
Subtotal of group 26,687,027.19 57.92% 875,197.32 3.28% 72,641,733.27 78.93% 872,314.26 1.2%
Account receivable with
single minor amount but
19,391,001.77 42.08% 19,391,001.77 100% 19,391,001.77 21.07% 19,391,001.77 100%
withdrawal bad debt
provision for single item
Total 46,078,028.96 -- 20,266,199.09 -- 92,032,735.04 -- 20,263,316.03 --
Account receivable with single major amount and withdrawal bad debt provision for single item at period-end
□ application √ non-application
In the combination, account receivable withdrawal bad debt provision by age combination：
√ application □ non-application
Unit ： RMB
Amount of period-end Amount of period-begin
Age Balance of book value Balance of book value
Bad debt provision Bad debt provision
Amount Ratio (%) Amount Ratio (%)
Within 1 year
Including： -- -- -- -- -- --
Within 1 year 20,526,611.45 76.92% 66,592,797.78 91.67%
subtotal within 1
20,526,611.45 76.92% 0 66,592,797.78 91.67% 0
year
1-2years 334,404.98 1.25% 16,720.25 198,807.23 0.27% 9,940.36
2-3years 249,936.38 0.94% 24,761.14 302,906.78 0.42% 30,290.68
Above 3 years 5,576,074.38 20.89% 833,715.93 5,547,221.48 7.64% 832,083.22
3-4years 242,769.38 0.91% 33,720.18 213,916.48 0.29% 32,087.47
4-5years 5,333,305 19.98% 799,995.75 5,333,305 7.34% 799,995.75
Above 5 years
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深圳市深宝实业股份有限公司 2012 年半年度报告
Total 26,687,027.19 -- 875,197.32 72,641,733.27 -- 872,314.26
Account receivables provided for bad debt reserve under balance percentage method in the groups:
□ application √ non-application
Account receivables provided for bad debt reserve under other method in the groups:
□ application √ non-application
Account receivable with major single amount or minor amount but conducting impairment testing independently at period-end:
√ application □ non-application
Unit：RMB
Item of account
Carrying value bad debt provision Withdrawal proportion reasons
receivable
Account receivable with
over 3 years of minor 19,391,001.77 19,391,001.77 100% Minor possibility recover
possibility recovery
Total 19,391,001.77 19,391,001.77 100% --
(2) Reversal or recovery of account receivables during ther reporting period
Unit: RMB
Accumulated provision
Basis for determination
Contents of account Reason for reversal of of bad debt reserve Amounts reversed or
of original bad debt
receivables recovery before reversal or recovered
reserve
reovery
Account for goods receivable Collection Long period 4,315.13 4,315.13
Total -- -- 4,315.13 --
Provision for bad debt reserve for account receivable with single significant or minor amount but tested for impairment separately as
at period-end:
□ application √ non-application
(3) Account receivables actually written-off during the reporting period
□ application √ non-application
88
深圳市深宝实业股份有限公司 2012 年半年度报告
(4) Account receivables due from the shareholders holding 5% or above voting shares of the Company
during the reporting period
√ application □ non-application
Unit：RMB
Amount at period-end Amount at period-begin
Name bad debt amount bad debt amount
Carrying balance Carrying balance
withdrawal withdrawal
Shenzhen Agricultural Products
19,400 5,200
Co., Ltd.
Total 19,400 5,200
（5）The top 5 arrears in account receivables
Unit：RMB
Relationship with the Proportion in total
Name of the unit Amount Life
Company account receivable (%)
Customers I Non-related party 4,629,379.20 Within 1 year 10.05
Customers Ⅱ Non-related party 4,115,602.00 Within 1 year 8.93
CustomersⅢ Non-related party 1,434,446.95 Within 1 year 3.11
Customers Ⅳ Non-related party 1,209,883.00 Within 1 year 2.63
Customers Ⅴ Non-related party 1,136,322.00 Within 1 year 2.47
Total -- 12,525,633.15 -- 27.19%
(6) Account receivables due from related parties
Unit ： RMB
Proportion in total account
Name Relationship with the Company Amount
receivable(%)
Shenzhen Agricultural
shareholder. 19,400 0.04%
Products Co., Ltd.
Total -- 19,400 0.04%
(7) Account receivables derecognized
□ application √ non-application
89
深圳市深宝实业股份有限公司 2012 年半年度报告
(8) As for securities with account receivables as target subject, list the assets and liabilities airsing from
further involvement
□ application √ non-application
7. Other receivables
（1）Other account receivable classified according to categories
Unit ： RMB
Amount at period-end Amount at period-begin
categories Book balance Bad debt provision Book balance Bad debt provision
amount Ratio (%) amount Ratio (%) amount Ratio (%) amount Ratio (%)
Other account receivable
with single major amount
0 0 0 0
and withdrawal bad debt
provision for single item
Other receivable of bad debt provision withdrawal by combination(Age)
Other account receivable
withdrawal bad debt
25,916,014.24 59.6% 1,981,939.9 7.65% 37,975,122.55 68.36% 2,018,261.7 5.31%
provision by age
combination
Subtotal of group 25,916,014.24 59.6% 1,981,939.9 7.65% 37,975,122.55 68.36% 2,018,261.7 5.31%
Other account receivable
with single minor amount
17,566,191.97 40.4% 17,566,191.97 100% 17,576,429.47 31.64% 17,576,429.47 100%
but withdrawal bad debt
provision for single item
Total 43,482,206.21 -- 19,548,131.87 -- 55,551,552.02 -- 19,594,691.17 --
Other account receivable with single major amount and withdrawal bad debt provision for single item at period-end：
□ application√ non-application
In combination, other account receivable withdrawal bad debt provision by age combination：
√ application □ non-application
Unit： RMB
at period-end at period-begin
Book balance Book balance
Age
Ratio(% Bad debt provision Ratio(% Bad debt provision
Amount Amount
) )
Within 1 year
90
深圳市深宝实业股份有限公司 2012 年半年度报告
Including：
Within 1 years 8,892,453.58 34.31% 20,704,137.59 54.52%
subtotal within 1 year 8,892,453.58 34.31% 0 20,704,137.59 54.52% 0
1-2years 4,488,319.58 17.32% 224,415.98 4,575,836.26 12.05% 228,791.82
2-3years 2,405,829.23 9.28% 240,582.93 2,325,838.66 6.12% 232,583.86
Above 3 years 10,129,411.85 39.09% 1,516,940.99 10,369,310.04 27.31% 1,556,886.02
3-4years 3,661,418.73 14.13% 545,252.51 3,901,316.92 10.27% 585,197.54
4-5years 6,467,993.12 24.96% 971,688.48 6,467,993.12 17.03% 971,688.48
Above5years
Total 25,916,014.24 -- 1,981,939.9 37,975,122.55 -- 2,018,261.7
Other receivables provided for bad debt reserve under balance percentage method in the groups:
□ Applicable √ Non-applicable
Other receivables provided for bad debt reserve under other method in the groups:
□ Applicable √ Non-applicable
Other account receivable with minor amount but conducting impairment testing independently at period-end
√ application □ non-application
Unit： RMB
Item Carrying value bad debt provision Withdrawal proportion Reasons
Account receivable with formed due to history
17,566,191.97 17,566,191.97 100%
over 3 years reasons, hard to recover.
Total 17,566,191.97 17,566,191.97 100% --
(2) Reversal or recovery of other receivables during the reporting period
Unit: RMB
Accumulated provision
Basis for determination
Contents of other Reason for reversal of of bad debt reserve Amounts reversed or
of original bad debt
receivables recovery before reversal or recovered
reserve
reovery
Other account receivable
Collection Long period 46,559.3 46,559.3
received
Total -- -- 46,559.3 --
(3) Other receivables actually written-off during the reporting period
□ Applicable √ Non-applicable
91
深圳市深宝实业股份有限公司 2012 年半年度报告
(4) Other receivables due from the shareholders holding 5% or above voting shares of the Company during
the reporting period
□Applicable □Non-applicable
(5) Nature or content of other receivables with significant amount
□Applicable □Non-applicable
(6) The top 5 amounts in other account receivables
Unit： RMB
Relationship with the Portion in total other
Name of the unit Amount Age
Company receivables (%)
Changzhou Sanjing Oil Co.,
Associated company 16,002,626.29 1-3years 36.8%
Ltd.
Shenzhen Jinsailong
Non-related party 670,000 Above 3 years 1.54%
Equipment Company
Committee of Industrial
Non-related party 256,296.2 Above 3 years 0.59%
Zone of Wuyuan Country
Hangzhou Sangao Tea
Non-related party 238,536.78 Above 3 years 0.55%
Company
Wulong tea plant of Nanan
Non-related party 207,888.72 Above 3 years 0.48%
City Fujian Province
Total -- 17,375,347.99 -- 39.96%
(7) Other receivables due from related parties
Unit： RMB
Portion in total other receivables
Name of the unit Relationship with the Company Amount
(%)
Changzhou Sanjing Oil Co.,
Associated company 16,002,626.29 36.8%
Ltd.
Total -- 16,002,626.29 36.8%
(8) Other receivables derecognized
□ Applicable √ Non-applicable
(9) As for securities with other receivables as target subject, list the assets and liabilities airsing from
further involvement
□ Applicable √ Non-applicable
92
深圳市深宝实业股份有限公司 2012 年半年度报告
8. Account paid in advance
(1) Aging analysis
Unit：RMB
Amount at period-end Amount at period-begin
Age
Amount Ratio（%） Amount Ratio（%）
Within 1 year 7,471,498.39 98.03% 10,132,690.85 98.92%
1-2years 127,499.72 1.67% 82,367.97 0.8%
2-3years 5,329.8 0.07% 17,649.8 0.17%
Above 3 years 17,017 0.23% 11,017 0.11%
Total 7,621,344.91 -- 10,243,725.62 --
（2）The top 5 units in account paid in advance
Unit： RMB
Relationship with the
Name of the unit Amount Time Reasons for outstanding
Company
Customers I Non-related party 1,886,194.26 2012.6.21 Goods not received
Customers Ⅱ Non-related party 1,457,613.36 2012.5.28 Goods not received
Customers Ⅲ Non-related party 1,298,357.83 2012.4.27 Goods not received
Custom taxes paid in
Customers Ⅳ Non-related party 922,801.17 2012.4.30
advance
Customers Ⅴ Non-related party 350,000 2012.4.25 Goods not received
Total -- 5,914,966.62 -- --
(3) Shareholders holding 5% or above voting shares of the Company in payments in advance during the
reporting period
□ Applicable √ Non-applicable
(4) Explanation for payment in advance
□ Applicable √ Non-applicable
9. Inventory
(1) Classification
Unit: RMB
93
深圳市深宝实业股份有限公司 2012 年半年度报告
Amount at period-end Amount at period-begin
Item Depreciation Depreciation
Book balance Book value Book balance Book value
provision provision
Raw materials 20,022,070.81 3,576,751.78 16,445,319.03 19,142,798.08 3,576,751.78 15,566,046.3
Product in process 15,974,208.44 15,974,208.44 13,781,707.06 13,781,707.06
Stock products 34,419,558.19 486,905.35 33,932,652.84 23,056,656.89 546,312.89 22,510,344
Revolving materials 3,642,027.5 3,642,027.5 4,123,232.95 4,123,232.95
Consumptive
biological assets
Goods delivered 76,753.94 76,753.94 28,014.91 28,014.91
OEM goods 5,771,090.87 5,298,011.68 473,079.19 5,384,058.72 5,298,011.68 86,047.04
Low value
337,246.53 337,246.53 887,956.57 887,956.57
consumable
Total 80,242,956.28 9,361,668.81 70,881,287.47 66,404,425.18 9,421,076.35 56,983,348.83
(2) Inventory impairment provision
Unit: RMB
Book-balance as at Provision for this Decrease during this year Book-balance as at
Kinds of inventories
period-begin period Reversal Written-off period-end
Raw materials 3,576,751.78 3,576,751.78
Product in process
Stock products 546,312.89 59,407.54 486,905.35
Revolving materials
Consumptive
biological assets
Goods delivered
OEM goods 5,298,011.68 5,298,011.68
Low value consumable
Total 9,421,076.35 0 0 59,407.54 9,361,668.81
(3) Particular about inventory impairment provision
□ application √ non-application
10. Other current assets
□ application √ non-application
11. Financial assets available for sale
(1) Particular about financial assets available for sale
□ application √ non-application
(2) Long-term debt investment in financial assets available for sales
□ application √ non-application
94
深圳市深宝实业股份有限公司 2012 年半年度报告
12. Held-to-maturity investment
(1) Particular about held-to-maturity investment
□ application √ non-application
(2) Held-to-maturity investment that sold in report period but not expired
□ application √ non-application
13. Long-term account receivable
□ application √ non-application
14. Investment for affiliated enterprise and joint ventures
Unit: RMB
Proporti Proporti
on of on of Total Total Total
Total Net
Registra Legal Register shares voting liabilitie net operating
Busines assets at profit in
Invested company Type tion represe ed held to right to s at assets at income in
s nature period-e this
place ntative capital the the period-e period-e this
nd period
Compa Compa nd nd period
ny (%) ny (%)
I. Joint-venture
Ⅱ. affiliated enterprise
limited
PARIN
liability
YA USD
Shenzhen PepsiCo compan Shenzhe 725,117 470,979 254,137 819,920 -1,197,5
KITJAT Industry 12,250, 10% 10%
Beverage Co., Ltd y(Sino-f n ,346.11 ,435.26 ,910.85 ,464.75 75.6
ANAP 000.00
oreign
AN
fund)
limited
Pan
Changzhou Sanjing liability Changz 45,000, 13,177, 24,376, -11,199, 1,643,9 -2,116,2
Guangs Industry 33% 33%
Oil Co., Ltd. compan hou 000 678.91 845.25 166.34 71.19 35.87
heng
y
15. Long-term equity investment
95
深圳市深宝实业股份有限公司 2012 年半年度报告
(1) Details of long-term equity investment
Unit： RMB
Explanation
on the
Shares proportion of incongruity in
provision
proportion voting rights share holding
calculation investment balance as at balance as at Impairment reserve cash dividend
invested unit +,- held in held in proportion
method cost period-begin period-end provision withdrawal in this period
invested unit invested unit and voting
this period
(%) (%) proportion in
invested
company
Shenzhen Shenbao (Xinmin)
equity 2,870,000 2,870,000 2,870,000 49.14% 49.14% 2,870,000
Foods Co., Ltd. *1
Shenzhen PepsiCo Beverage
equity 24,071,627.22 63,833,871.62 -38,420,080.54 25,413,791.08 10% 10%
Co., Ltd. *5
Changzhou Sanjing Oil Co., Ltd. equity 13,500,000 33% 33%
Shenzhen Sanjiuweitai
cost 2,480,000 2,480,000 2,480,000 0.95% 0.95% 2,480,000
Holdings Co., Ltd *1
Shenzhen Tianji Optical-Electric
cost 15,000,000 15,000,000 15,000,000 3.77% 3.77% 15,000,000
Technologies Co., Ltd.*3
Shenzhen Shenbao (Liaoyuan)
cost 57,628.53 57,628.53 57,628.53 53.5% 53.5% 57,628.53
Industrial Co., Ltd.*1
Beijing Tiantan Holdings Co.,
cost 57,500 57,500 57,500
Ltd *4
96
深圳市深宝实业股份有限公司 2012 年半年度报告
Total -- 58,036,755.75 84,299,000.15 -38,420,080.54 45,878,919.61 -- -- -- 20,407,628.53 0 0
Explanation on long-term equity investment:
*1. The three companies have founded for long time, whose license were revoked at present. Due to not settle the accounts, all assets are made provision for impairment.
*2. The long-term equity investment of Changzhou Sanjin Oil Co., Ltd. is accounted by equity method, due to it suffered heavy losses and the book value of long-term
equity investment is 0.
*3. Since the foundation of the Company, it is in poor management and loss of business. The Company made provision for impairment by the difference between
recoverable amount and book value.
*4. The stock is legal person share stock brought from the original STAQ trading system, whose old name is Beijing Shuanghesheng Five Star Beer Three-ring Co., Ltd..
The initial stock of 55,000 shares, which changed to 33,333 shares after changing the company name.
*5. 25% equity of Shenzhen Pepsi Cola Drink Co., Ltd. was held thee Company at the beginning of the period, which is accounted by equity method. On June 29, 2012,
15% equity was disposed, and the left 10% equity did not have significant influence , which was accounted by cost method from July 1, 2012.
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深圳市深宝实业股份有限公司 2012 年半年度报告
(2) Limited ability for capital transfer to investment enterprise
□ application √ non-application
16. Investment real estate
(1) Investment real estate measured by cost
□ application √ non-application
(2) Investment real estate measured by fair value
□ application √ non-application
17. Fixed assets
(1) Particular about fixed assets
Unit: RMB
Book balance at Decrease during this Book balance at
Item Increase during this period
period-begin period period-end
I. total of book balance： 256,038,345.34 4,841,428.17 4,067,038.86 256,812,734.65
Including：House &
106,919,940.63 770,957.01 107,690,897.64
buildings
Machinery equipments 136,186,985.6 2,525,060.38 187,656.51 138,524,389.47
Transportation tools 5,961,213.99 1,342,800 1,507,464.29 5,796,549.7
Other equipments 6,970,205.12 202,610.78 2,371,918.06 4,800,897.84
Book balance at Increase during Accrual in this Decrease during this Book balance at
--
period-begin this period period period period-end
II. total of accumulated
102,583,785.4 5,287,017.49 3,564,110.21 104,306,692.68
depreciation：
Including：House &
10,438,065.01 1,037,519.24 11,475,584.25
buildings
Machinery equipments 83,929,093.4 3,751,313.33 29,089.19 87,651,317.54
Transportation tools 3,449,966.87 238,503.6 1,277,197.52 2,411,272.95
Other equipments 4,766,660.12 259,681.32 2,257,823.5 2,768,517.94
Book balance at Book balance at
-- --
period-begin period-end
III. total net value of fixed
153,454,559.94 -- 152,506,041.97
assets
Including：House &
96,481,875.62 -- 96,215,313.39
buildings
Machinery equipments 52,257,892.2 -- 50,873,071.93
Transportation tools 2,511,247.12 -- 3,385,276.75
Other equipments 2,203,545 -- 2,032,379.9
IV. total of impairment
2,647,112.69 -- 2,647,112.69
provision
Including：House &
--
buildings
98
深圳市深宝实业股份有限公司 2012 年半年度报告
Machinery equipments 2,647,112.69 -- 2,647,112.69
Transportation tools --
Other equipments --
V. total book value of fixed
150,807,447.25 -- 149,858,929.28
assets
Including：House &
96,481,875.62 -- 96,215,313.39
buildings
Machinery equipments 49,610,779.51 -- 48,225,959.24
Transportation tools 2,511,247.12 -- 3,385,276.75
Other equipments 2,203,545 -- 2,032,379.9
Depreciation in this period amounting to 5,287,017.49 yuan; original price transfer from
construction in progress to fixed assets amounting as 3,047,855.65 yuan.
(2) Temporary idle fixed assets
□ application √ non-applicatio
(3) Fixed assets leasing-in by financing lease
□ application √ non-application
(4) Fixed assets leasing-out by operational lease
□ application √ non-application
(5) Fixed assets held for sale in period-end
□ application √ non-application
(6) Fixed assets without un-completed property certificates
Item Reasons for un-completed certificate Times expected for certificate completed
Dormitory of the Shantou branch of
New plan for aged district
Shenzhen Huacheng
Description of fixed assets：
Concerning the dormitory of the Shantou branch of Shenzhen Huacheng, the Company still in handling
18. Construction in process
(1)
Unit: RMB
Amount at period-end Amount at period-begin
Item Provision Provision
Book balance Carrying value Book balance Carrying value
reserve reserve
Shenbao Plaza project 3,842,333.64 3,842,333.64 3,842,333.64 3,842,333.64
Project in respect of Shenbao
49,754,017.98 49,754,017.98 6,957,258.19 6,957,258.19
Building
Comprehensive investment
20,425,828.51 20,425,828.51 390,407 390,407
project of tea industry chain
Project of production line of
1,046,863.45 1,046,863.45 3,188,552.19 3,188,552.19
Shenbao Huacheng
Supervision system and
384,385.26 384,385.26 556,161.8 556,161.8
simple warehouse of
99
深圳市深宝实业股份有限公司 2012 年半年度报告
Shenzhen Technology
Office building of Hangzhou
18,338,592.7 18,338,592.7
Minduan Bingjiang
Other 1,753,895.24 903,189.74 850,705.5 923,868.74 903,189.74 20,679
Total 95,545,916.78 4,745,523.38 90,800,393.4 15,858,581.56 4,745,523.38 11,113,058.18
100
深圳市深宝实业股份有限公司 2012 年半年度报告
(2) Changes of major projects under construction
Unit: RMB
Proportion of including: Interest
Transferred Accumulated
Amount at Increase during Other project interest capitalization Amount at
amount of
Project Budget to fixed Progress(%) capitalized Capital source
investment in interest
period-begin this period decrease amount of the rate of the period-begin
assets capitalization
budget (%) year year (%)
Shenbao Plaza
200,000,000 6,957,258.19 42,796,759.79 0 0 21.40 24.88 0 0 0 Self-funding 49,754,017.98
project
Comprehensiv
e investment Capital from
270,000,000 390,407 20,035,421.51 0 0 7.56 33.30 0 0 0 20,425,828.51
project of tea shares raised
industry chain
Office
building of
Capital from
Hangzhou 21,000,000.00 18,338,592.7 0 0 87.33 87.33 0 0 0 18,338,592.7
shares raised
Minduan
Bingjiang
491,000,000.0
Total 7,347,665.19 81,170,774.00 0 0 -- -- 0 0 -- -- 88,518,439.19
0
101
深圳市深宝实业股份有限公司 2012 年半年度报告
(3) Construction in process impairment provision
Unit: RMB
Amount at Increase during this Decrease during this Amount at
Item Accrual Reason
period-begin period period period-end
Shenbao Plaza
3,842,333.64 3,842,333.64
project
Other 903,189.74 903,189.74
Total 4,745,523.38 0 0 4,745,523.38 --
(4) Progress of material construction in progress
Item progress Note
Shenbao Building 24.88% -
Comprehensive investment project of tea
33.30% -
industry chain
Office building of Hangzhou Minduan
87.33% -
Bingjiang
(5) Explanation of construction in process
□ application √ non-application
19. Construction materials
□ application √ non-application
20. Disposal of fixed assets
□ application √ non-application
21. Productive biological assets
(1) Measured by cost
√ application □ non-application
Unit: RMB
Book balance at Increase during this Book balance at
Item Decrease during this period
period-begin period period-end
I. Farming industry
II. Animal husbandry and aquaculture
III. Forestry
Tea plant 436,156 436,156
IV. Acquatic
Total 436,156 0 0 436,156
102
深圳市深宝实业股份有限公司 2012 年半年度报告
(2) Measured by fair value
□ application √ non-application
22. oil/gas assets
□ application √ non-application
23. Intangible assets
(1) Particular about intangible assets
Unit: RMB
Book balance at Book balance at
Item Increased in the period decreased in the period
period-begin period-end
I. total of original value 224,072,999.01 32,312,930 493,047.14 255,892,881.87
1. Land using right 193,933,780.01 32,290,880 493,047.14 225,731,612.87
2. Patent technologies 28,271,029.35 28,271,029.35
3. Use right of forest 1,868,189.65 1,868,189.65
4. Trademark rights 22,050 22,050
II. total accumulated
21,541,804.64 3,295,725.97 38,405.77 24,799,124.84
amortization
1. Land using right 10,617,196.85 2,516,959.6 38,405.77 13,095,750.68
2. Patent technologies 10,781,379.9 759,900.72 11,541,280.62
3. Use right of forest 143,227.89 18,681.9 161,909.79
4. Trademark rights 183.75 183.75
III. total net book value of
202,531,194.37 0 0 231,093,757.03
intangible assets
1. Land using right 183,316,583.16 212,635,862.19
2. Patent technologies 17,489,649.45 16,729,748.73
3. Use right of forest 1,724,961.76 1,706,279.86
4. Trademark rights 21,866.25
IV. Accumulated
intangible asset 0 0 0 0
impairment provisions
1. Land using right
2. Patent technologies
3. Use right of forest
4. Trademark rights
Total of intangible asset
202,531,194.37 0 0 231,093,757.03
book value
103
深圳市深宝实业股份有限公司 2012 年半年度报告
1. Land using right 183,316,583.16 212,635,862.19
2. Patent technologies 17,489,649.45 16,729,748.73
3. Use right of forest 1,724,961.76 1,706,279.86
4. Trademark rights 21,866.25
The amount amortized in this period accounting as 3,295,725.97 yuan
(2) Expenditure of project development
□ application √ non-application
(3) Intangible assets without property certificate obtained
□ application √ non-application
24. Goodwill
□ application √ non-application
25. Long-term deferred expense
Unit: RMB
Amortization
Balance at Increased in the Balance at Reasons for
Item during this Other decrease
period-begin period period-end other decrease
period
Overhaul of office
building of Shenbao 252,500 21,041.65 231,458.35
Huacheng
3 years term of
comprehensive property 22,062.99 12,034.26 10,028.73
insurance
Energy-saving and
emission –reduction 320,000 15,999.99 304,000.01
project of Huacheng
Decoration charge for
office rented-in by 1,301,378.25 193,253.69 1,108,124.56
headquarter
Project of maintenance
reform on canned
346,810.16 44,273.64 302,536.52
warehouse and waste tea
house
Affiliated project of
resident area in 569,578.03 70,243.98 499,334.05
Jufangyong Wuyuan
Reform of tea park in
381,511 38,151.12 343,359.88
Wuyuan
Reform project of
1,210,517.54 124,826.4 1,085,691.14
warehouse and swage
Other 165,465.98 250,096.33 60,149.42 355,412.89
Total 3,615,812.95 1,204,107.33 579,974.15 0 4,239,946.13 --
104
深圳市深宝实业股份有限公司 2012 年半年度报告
26. Deferred income tax assets and deferred income tax liabilities
(1) Net amount of deferred income tax assets and deferred income tax liabilities before
deduction
√application □ non-application
Recognized deferred income tax assets and deferred income tax liabilities
Unit: RMB
Item Balance as at period-end Balance as at period-begin
deferred income tax assets：
Impairment provision for assets 2,526,555.01 2,645,321.41
Opening charge
Deductible losses
Subtotal 2,526,555.01 2,645,321.41
deferred income tax liabilities：
Estimated value of transactional financial
instrument and derivative financial
instrument
Fair value variation of financial assets
available for sale that reckon into capial
reserve
Subtotal
Details of uncertain deferred income tax assets
Unit: RMB
Item Balance as at period-end Balance as at period-begin
difference of temporary deductible 16,548,816.10 16,667,582.50
losses deductible 22,748,882.37 22,748,882.37
Total 39,297,698.47 39,416,464.87
(2) Net amount of deferred income tax assets and deferred income tax liabilities after
deduction
□application √non-application
27. Details of asset impairment provision
Unit: RMB
Balance as at Increase during this Decrease during this period Balance as at
Item
period-begin period Reversal Written-off period-end
105
深圳市深宝实业股份有限公司 2012 年半年度报告
I. Bad debt reserve 39,858,007.2 7,198.19 50,874.43 39,814,330.96
II. Inventory impairment
9,421,076.35 0 0 59,407.54 9,361,668.81
provision
III. Impairment provision of
financial assets available for
sale
IV. Impairment provision of
investment held to maturity
V. Long-term equity
investment impairment 20,407,628.53 0 20,407,628.53
provision
VI. Investment real estate
impairment provision
VII. Fixed asset impairment
2,647,112.69 2,647,112.69
provision
VIII. Impariment provision
for construction materials
IX. Construction-in-process
4,745,523.38 0 4,745,523.38
impairment provision
X. Capitalized Biological
assets impairment provision
Including: Impariment
provision for maturity
production biological assets
XI. oil assets impairment
provision
XII. Intangible assets
0 0 0
impairment provision
XIII. Goodwill impairment
provision
XIV. other
Total 77,079,348.15 7,198.19 50,874.43 59,407.54 76,976,264.37
28. other non-current assets
□ application √ non-application
29. Short-term loans
(1) Type of Short-term Loans
Unit: RMB
Item Amount as at period-end Amount as at period-begin
Mortgage loans
106
深圳市深宝实业股份有限公司 2012 年半年度报告
Collateral loan 10,000,000
Ensure loans 28,000,000
Guarantee loans 30,000,000
Total 30,000,000 38,000,000
(2) Short-term loans un-paid by expired
□ application√ non-application
30. Transactional financial liabilities
□ application√ non-application
31. Note payable
□ application√ non-application
32. Account payables
(1)
Unit: RMB
Item Amount as at period-end Amount as at period-begin
within 1 year 13,625,924.65 31,955,489.5
Within 1 to 2 years 69,173.01 159,856.56
Within 2 to 3 years 30,034.17 14,252.35
Over 3 years 2,543,624.3 2,734,368.62
Total 16,268,756.13 34,863,967.03
(2)Accounts payable to shareholders holding 5% or above voting shares of the Company
□application √ non-application
Explanation on account payable with over one year age:
Name Amount Reasons for unsettle Note
Client I 518,655.52 Not sure about payment or not Over 3 years
Clinet II 515,892.30 Not sure about payment or not Over 3 years
Total 1,034,547.82
33. Account received in advance
(1)
Unit: RMB
Item Amount as at period-end Amount as at period-begin
within 1 year 1,980,384.6 2,685,306.45
Within 1 year to 2 years
Within 2 to 3 years
Over 3 years 735,406.45 735,406.45
Total 2,715,791.05 3,420,712.9
107
深圳市深宝实业股份有限公司 2012 年半年度报告
(2)Accounts received in advance to shareholders holding 5% or above voting shares of the
Company
□ application√ non-application
34. Wages payable
Unit: RMB
Balance as at Increase during this Decrease during this Balance as at
Item
period-begin period period period-end
I. Wage, bonus,
allowance and 2,741,577.32 14,652,910.2 15,814,948.87 1,579,538.65
subsidy
II. Employees’
2,073,985.84 2,073,985.84
welfare
III. Social
16,367.81 2,441,644.26 2,458,012.07 0
security
Including：Social
16,367.81 2,441,644.26 2,458,012.07
security
IV. Housing
1,432,805.8 1,432,805.8
public reserve
V. Compensation
from labor
169,826.6 11,182.5 158,644.1
relationship
dismissed
VI. other 738,945.39 80,279.79 305,442.35 513,782.83
Including：Trade
union fee and 738,945.39 80,279.79 305,442.35 513,782.83
education fee
Total 3,666,717.12 20,681,625.89 22,096,377.43 2,251,965.58
In wages payable has 0 yuan belongs to arrears.
labor union expenses and staff educational expenses amounting to 513,782.83 yuan; non-monetary welfare and
compensation for dismiss of labor relationship amounting to 11,182.50 yuan.
35. Tax payable
Unit: RMB
Item Amount as at period-end Amount as at period-begin
VAT -802,475.51 825,879.69
Consumption tax
Business tax 198,970.25 196,470.25
108
深圳市深宝实业股份有限公司 2012 年半年度报告
Enterprise income tax 1,264,529.06 3,213,102.57
Personal income tax 96,132.99 177,741.85
City maintenance and construction tax 16,116.14 128,397.41
Embankment fee 232,747.97 167,963.18
Other 397,086.14 213,878.39
Total 1,403,107.04 4,923,433.34
36. Interest payable
□ application√ non-application
37. Dividend payable
Unit: RMB
Amount as at Amount as at Reasons for un-payment over one
unit
period-end period-begin year
Shares without trusted 218,212.6 218,212.6
Original largest shareholder,
Shenzhen Investment
2,690,970.14 2,690,970.14 formed from left-over of historical
Management Co.,
guarantee
Total 2,909,182.74 2,909,182.74 --
38. Other payables
(1)
Unit: RMB
Item Amount as at period-end Amount as at period-begin
within 1 year 54,973,153.06 12,459,188.92
Within 1 year to 2 years 5,725,214.45 62,066,329.5
Within 2 to 3 years 55,786,182 127,800
Over 3 years 5,257,133.07 5,157,333.07
Total 121,741,682.58 79,810,651.49
(2) Others payable due to shareholders units holding over 5% (5% included) voting shares of
the Company at period-end
□application√ non-application
(3) Explanation on other account payable with over one year age
□ application√ non-application
(4) Explanation on unit of major connected amount for other account payable
Unit Amount Nature or content Remarks
Shenzhen Jitai Industrial Development 62,427,654.20 construction of Within 3 years
Co., Ltd. Shenbao Building
Zhongtai Construction Group Co., Ltd. 41,479,540.84 construction of Within 1 year
Shenbao Building
Shenzhen Investment Management Co., 3,510,297.20 Current amount Over 3 years
Ltd.
Huizhou Shengli Property Investmetn 2,776,167.00 Current amount Within 1 year
109
深圳市深宝实业股份有限公司 2012 年半年度报告
Co., Ltd.
Hainan 3rd Construction Projects Co., 1,714,554.96 Tail amount for Within 1 year
Ltd. projects
Total 111,908,214.20
39. Predicted liability
□ application√ non-application
40.Non-current liability due within one year
□ application√ non-application
41.Other current liability
Unit: RMB
Item Book balance at period-end Book balance at period-begin
Research project on key technology for process
of the extracts from ARS nature high-essence 43,137.43 43,137.43
green tea
The gain-in-aid of key technology R&D on
800,000 0
Catechins extract
Total 843,137.43 43,137.43
42. Long-term loan
□ application√ non-application
44.Long-term account payable
□ application√ non-application
45. Specific account payable
□ application√ non-application
46.Other non-current liability
Unit: RMB
Item Book balance at period-end Book balance at period-begin
Subsidy for tea seeding of New Tea Garden
49,920 49,920
in Wankoug
Construction amount for 50 tons for clearly
1,312,500 1,375,000
processing for Mingyou tea
base of further processing for tea and
2,887,500 3,025,000
nature plants
Total 4,249,920 4,449,920
Description on other non-current liabilities, including each kind of government grants related with assets or
income gained in this period and the period-end amount:
In this period, non-operating income of RMB 200,000.00 yuan was transferred from other non-current liabilities,
including RMB62,500.00 yuan in new project of cleansing 50 tons Mingyou Tea processing, and RMB137,500.00
yuan in industrialization base project of deep processing of tea and natural plants.
110
深圳市深宝实业股份有限公司 2012 年半年度报告
47. Share capital
Unit: RMB
Increased (decreased) in this year
Shares
Amount at Amount at
New shares converted
period-begin Bonus shares Other Sub-total period-end
issued from public
reserve
Total of
250,900,154 0 250,900,154
shares
48. Stock shares
□ applicable √not applicable
49. Specific Reserve
□ applicable √not applicable
50. Capital reserves
Unit: RMB
Decrease during this Amount at
Item Amount at period-begin Increase during this period
period period-end
Cpital premium (Share capital
567,410,252.95 567,410,252.95
premium)
Other capital reserve 1,289,969.56 210,249.15 1,079,720.41
Total 568,700,222.51 0 210,249.15 568,489,973.36
51. Surplus reserves
Unit: RMB
Amount at Increase during this Decrease during Amount at
Item
period-begin period this period period-end
Statutory surplus
32,464,033.34 32,464,033.34
reserves
Free surplus reserve
Service fund
Enterprise development
fund
Other
Total 32,464,033.34 0 0 32,464,033.34
52. General risk provision
□ applicable √not applicable
53. Retained profit
Unit: RMB
Item At period-end At period-begin
111
深圳市深宝实业股份有限公司 2012 年半年度报告
Exaction or Exaction or
Amount Distribution Amount Distribution
Proportion Proportion
Undistributed profit at the
end of the previous year 37,812,102.74 -- 30,831,869.17 --
before adjustment
Total undistributed profit at
the beginning of the
previous year before -- --
adjustment (increase +,
decrease -)
37,812,102.74 -- 30,831,869.17 --
Total undistributed profit at
the beginning of the
previous year after 88,867,376.42 -- 6,980,233.57 --
adjustment (increase +,
decrease -)
Add: Attributable to the
owners of the parent
company's net profit
Exact any surplus reserves
Exact general risk provision
Ordinary stock dividends
payable
Ordinary stock dividends
transferred to capital
Undistributed profit at the
126,679,479.16 -- 37,812,102.74 --
end of the period.
54. Operating income and costs
(1) Operating income、Operating cost
Unit: RMB
Item Amount as at this period Amount as at previous period
Main business Operating income 113,840,078.74 139,919,514.99
Other business Operating income 186,611.42 3,476.07
Operating cost 92,593,340.74 112,209,097.15
(2) Main business (by industry)
√ application □ non-application
Unit: RMB
Industry Amount as at this period Amount as at previous period
112
深圳市深宝实业股份有限公司 2012 年半年度报告
Operating income Operating cost Operating income Operating cost
Industry 113,546,678.74 92,139,709.6 139,626,114.99 111,997,121.49
Leasing service 293,400 293,400
Total 113,840,078.74 92,139,709.6 139,919,514.99 111,997,121.49
(3) Main business (by products)
√ application □ non-application
Unit: RMB
Amount as at this period Amount as at previous period
Product
Operating income Operating cost Operating income Operating cost
Soft beverage 16,255,773.29 14,462,465.08 11,808,162.02 10,225,257.66
Seasoning 6,406,160.77 4,034,718.7 6,305,580.74 4,137,187.26
Tea products 90,884,744.68 73,642,525.82 121,512,372.23 97,634,676.57
Property leasing 293,400 293,400
Total 113,840,078.74 92,139,709.6 139,919,514.99 111,997,121.49
(4) Main business (by area)
√ application □ non-application
Unit: RMB
Amount as at this period Amount as at previous period
Area
Operating income Operating cost Operating income Operating cost
Export 2,003,197.52 1,255,489.58 432,985.23 247,480.34
South of China 37,464,399.74 28,738,770.15 37,039,819.46 29,123,437.81
Nouth of China 11,108,038.79 10,293,637.2 15,667,889.12 13,167,130.92
East of China 34,599,721.54 25,593,179.03 52,199,066.56 38,617,349.5
Other regions 28,664,721.15 26,258,633.64 34,579,754.62 30,841,722.92
Total 113,840,078.74 92,139,709.6 139,919,514.99 111,997,121.49
(5) Business income of top 5 clients
Unit: RMB
Portion taken in all main business income of the
Customers Main business income
Company (%)
Customers Ⅰ 13,368,191.45 11.74%
Customers Ⅱ 8,550,648.83 7.51%
CustomersⅢ 6,872,683.71 6.04%
CustomersⅣ 4,208,624.94 3.7%
CustomersⅤ 3,936,895.7 3.46%
Total 36,937,044.63 32.45%
113
深圳市深宝实业股份有限公司 2012 年半年度报告
55. Income from contract projects
□ applicable √ not applicable
56. Operating tax and surcharges
Unit: RMB
Amount as at this Amount as at
Item Taxation standard
period previous period
consumption tax
Business tax 152,670 177,670
City maintenance and
297,350.87 426,826.49
construction tax
educational extra and others 212,754.25 292,349.02
resource tax
Total 662,775.12 896,845.51 --
57. Gains from change of fair value
Unit :RMB
Source of gains from change of fair value Amount as at this period Amount as at previous period
Transaction financial assets 969,367.2 -42,000
Including: gains from change of fair value
from derivative financial instrument
Transaction financial liabilities
Investment real estate measured by fair
value
Other 0 0
Total 969,367.2 -42,000
58. Investment gains
(1) Details of investment gains
Unit ： RMB
Item Amount as at this period Amount as at previous period
Long-term equity investment gains recognized
under cost method
Long-term equity investment gains recognized
-299,393.9 -269,528.67
under equity method
114
深圳市深宝实业股份有限公司 2012 年半年度报告
Investment income from disposal of long-term
103,546,568.4 4,279.44
equity investment
Investment income gained during the period of
holding trading financial assets
Investment income gained during the period of
holding held-to-maturity investment income
Investment income gained during the period of
holding available-for-sales financial assets
Investment income gained from disposal of
2,610,661.54
available-for-sales financial assets
Investment income gained from held-to-maturity
investment
Investment income gained from available-for-sale
financial assets
Other
Total 105,857,836.04 -265,249.23
(2) Long-term equity investment gains calculated under cost method
□ application√ non-application
(3) Long-term equity investment gains calculated under equity method
Unit: RMB
Amount as at previous Reasons of changes compare with last
Invested unit Amount as at this period
period period
Shenzhen PEPSI -299,393.9 -269,528.67
Total -299,393.9 -269,528.67 --
59. Asset impairment loss
Unit: RMB
Item Amount as at this period Amount as at previous period
I. Bad debt loss -43,676.24 -70,079.95
II. Loss of depreciation of stock
III. Available-for-sale financial assets impairment loss
IV. Investment held-to-maturity impairment loss
V. Long-term equity investment impairment loss
VI. Investment property impairment loss
115
深圳市深宝实业股份有限公司 2012 年半年度报告
VII. Fixed asset impairment loss
VIII. Project materials impairment loss
IX. Construction in process impairment loss
X. Productive biological assets impairment loss
XI. Oil-and-gas assets impairment loss
XII. Intangible assets impairment loss
XIII. Goodwill impairment loss
14. Other
Total -43,676.24 -70,079.95
60. Non-operating income
(1)
Unit: RMB
Item Amount as at this period Amount as at previous period
Total income from disposal of non-current assets 8,590.63 34,564.65
Including: Gains from disposal of fixed assets 34,564.65
Gains from disposal of intangible
8,590.63
assets
Income from debt reorganization
Income from exchange of non-monetart assets
Donation received
Government grant 663,580 310,048
Other 100,000 17,088,944.71
Total 772,170.63 17,433,557.36
(2) Details of government grant
Unit: RMB
Amount as at this Amount as at previous
Item Remarks
period period
Revenue Increase Award 2011 383,580 WF(2007)No. 5
Integrated fund for tea
200,000 GCY(2010) No.262
(subsidized loan of project )
Special raw material
industrialization of new-type 80,000 GCJ(2011)No.125
tea drink
Government grants for other
110,048 ---
projects
116
深圳市深宝实业股份有限公司 2012 年半年度报告
deferred income transfer-in 200,000 See Annotation V(XXII)
Total 663,580 310,048 --
61. Non-operating expenses
Unit: RMB
Amount as at previous
Item Amount as at this period
period
Losses from disposal of non-current assets 237,578.8 60,551.66
Including: Losses from disposal of fixed assets 237,578.8 60,551.66
Losses from disposal of intangible assets
Losses from debt reorganization
Losses from exchange of non-monetary asstes
External donation expenditure
Other 70
Total 237,648.8 60,551.66
62. Income tax expense
Unit: RMB
Amount as at previous
Item Amount as at this period
period
Current income tax calculated by tax law and relevant
924,490.46 1,674,051
regulations
Deferred income tax 118,766.4
Total 1,043,256.86 1,674,051
63. Computer of basic earnings per share and diluted earnings per share
Item Amount as at this period
Computer of basic earnings per share
(Ⅰ) Numerator：
net profit attributable to shareholders of ordinary shares of the Company(PO) 88,867,376.42
net profit attributable to shareholders of ordinary shares of the Company after (18,638,342.71)
deducting non-recurring gains/losses (PO)
(II) Denominator：
aggregate of shares as at period-begin (S0) 250,900,154.00
share added due to conversion of public reserve to share capital or allocation of share ---
dividends during the report period (S1)
share added due to new issuance of shares or shares converted from debts during the ---
report period (Si)
shares decreased due to purchase-back of its own shares during the period (Sj) ---
shares diluted during the period (Sk) ---
number of months for the period (M0) 6.00
117
深圳市深宝实业股份有限公司 2012 年半年度报告
the accumulated months commencing from the month subsequent upon shares addition ---
to year-end of the period (Mi)
the accumulated months commencing from the month subsequent upon shares ---
deduction to year-end of the period (Mj)
the weighted average number of ordinary shares in issue (S) 250,900,154.00
(Ⅲ) EPS
Basic EPS
Net profit attributable to ordinary shareholders of company 0.3542
Net profit attributable to ordinary shareholders of company after deducting (0.0743)
non-recurring gains/losses
64. Other comprehensive gains
Unit: RMB
Item Amount as at this period Amount as at previous period
1. Gains (loss) from available-for-sale financial assets
Less: Influence of income tax from available-for-sale
financial assets
Net amount reckoned into other comprehensive income in
previous period while transfer-in current gains/losses
Sub-total 0 0
2. Shares of other comprehensive income in invested units
based on equity method
Less: Influence of income tax arising from shares of other
comprehensive income in invested units based on equity
method
Net amount reckoned into other comprehensive income in
210,249.15
previous period while transfer-in current gains/losses
Sub-total -210,249.15 0
3. Gains (loss) from cash flow hedging tool
Less: Influence of income tax from cash flow hedging tool
Net amount reckoned into other comprehensive income in
previous period while transfer-in current gains/losses
Adjustment of transferring to initial confirmed amount of
hedged project
Sub-total 0 0
4. Exchange difference of foreign currency financial statement
Less: Net amount reckoned into other comprehensive
income from disposing overseas operation
Sub-total
118
深圳市深宝实业股份有限公司 2012 年半年度报告
5.Other
Less: Influence of income tax from transferring other to
other comprehensive income
Net amount reckoned into other comprehensive income in
previous period while transfer-in current gains/losses
Sub-total 0 0
Total -210,249.15
65. Notes to statement of cash flow
(1) Other cash received in relation to operation activities
Unit: RMB
Item Amount
Government grants received 1,263,580
Connected amount 700,000
Interest 192,437.87
Others 781,983.87
Total 2,938,001.74
(2) Other cash paid in relation to operation activitie
Unit: RMB
Item Amount
Connected amount 1,641,082.8
Administration expense 9,860,726.24
sales expense 3,271,638.2
Others 794,815.47
Total 15,568,262.71
(3) Cash received from other investment activities
□application√ non-application
(4) Cash paid related with investment activities
□application√ non-application
(5) Other cash received in relation to financing activities
Unit: RMB
Item Amount
Decrease of other monetary fund 500,000
Interest of raised fund received 2,223,285.23
Total 2,723,285.23
(6) Cash paid related with financing activities
Unit: RMB
Item Amount
Increase of other monetary fund 500,000
Total 500,000
119
深圳市深宝实业股份有限公司 2012 年半年度报告
66. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
Unit: RMB
Supplementary information Amount as at this period Amount as at previous period
1．Net profit adjusted to cash flow of operation activities： -- --
Net profit 88,867,376.42 7,059,360.67
Add: assets impairment losses -43,676.24 -70,079.95
Depreciation of fixed assets, consumption of oil assets and
5,287,017.49 5,028,087.18
depreciation of productive biology assets
Amortization of intangible assets 3,295,725.97 2,738,022.32
Amortization of long-term deferred expenses 579,974.15 390,285.88
Loss from disposal of fixed assets, intangible assets and
228,988.17 25,575.51
other long-term assets(gain is listed with “-”)
Loss of disposing fixed assets(gain is listed with “-”)
Loss from change of fair value(gain is listed with “-”) -969,367.2 42,000
Financial expenses (gain is listed with “-”) 816,431.2 5,530,183.59
Investment loss (gain is listed with “-”) -105,857,836.04 265,249.23
Decrease of deferred income tax asset( (increase is listed
118,766.4
with “-”)
Increase of deferred income tax liability (decrease is listed
with “-”)
Decrease of inventory (increase is listed with “-”) -13,838,531.1 -3,328,118.84
Decrease of operating receivable accounts (increase is listed
77,754,296.6 -15,667,173.88
with “-”)
Increase of operating payable accounts (decrease is listed
-52,980,100.3 -10,285,802.34
with “-”)
Others
Net cash flow arising from operating activities 3,259,065.52 -8,272,410.63
2．Material investment and financing not involved in cash
-- --
flow
Liabilities converted to capital
Convertible bond expire in 1 year
Fixed assets leased through financing
3．Net change of cash and cash equivalents： -- --
Balance of cash at period end 518,697,954.69 587,792,262.16
Less: Balance of cash at year-begin 436,842,717.15 40,540,179.32
Plus: Balance of cash equivalents at the period end
120
深圳市深宝实业股份有限公司 2012 年半年度报告
Less: Balance of cash equivalent at year-begin
Net increasing of cash and cash equivalents 81,855,237.54 547,252,082.84
(2) Relevant information of gaining or disposing subsidiaries and other business units in the report period
□application√ non-application
(3) Constitution of cash and cash equivalent:
Unit: RMB
Item Balance as at period-end Balance as at period-begin
Ⅰ. Cash 518,697,954.69 436,842,717.15
Including: stock cash 149,851.05 90,189.16
Bank deposit available for payment at any time 518,548,103.64 436,752,527.99
Other monetary fund available for payment at any time
Account available for payment that saving in central
bank
account save interbank
account split interbanks
Ⅱ. Cash equivalent
Including: bond investment matured within 3 months
Ⅲ、Balance of cash and cash equivalent at year-end 518,697,954.69 436,842,717.15
67. Project Note on Statement of Changes in Owners’ Equity
□ Applicable √ Not applicable
(VIII) Accounting Process of Assets Securitization Business
1. Statement of main business arrangement, accounting process and bankruptcy isolation terms of assets
securitization business
□ Applicable √ Not applicable
2. The main condition of the special the purpose that Company has no control rights but actually take the risk
□ Applicable √ Not applicable
(IX) Related Parties and Transactions
1. Parent company of the Company
Unit: RMB
Proportion
Proportion
of voting Final
of shares
Parent Registration Legal Business Registered right to controller Organization
Relationship Nature held to the
company place representative nature capital the of the code
Company
Company Company
(%)
(%)
Shenzhen Development,
Stock SASAC
Agricultural controlling Chen construction,
limited Shenzhen 1,383,314,131 19.09% 19.09% of 192179163
Products shareholder Shaoqun operation and
(listing) Shenzhen
Co., Ltd. management
121
深圳市深宝实业股份有限公司 2012 年半年度报告
of
agricultural
products
retail market,
operation of
market
leasing
2. Subsidiary of the Company
Unit: RMB
Proportion Proportion
Subsidiary of the Registration Legal Business Registered Organization
Type Nature of shares of voting
Company place representative nature capital code
held (%) right (%)
Shenzhen Shenbao
limited
Huacheng Science Wholly-owned
liability Shen zhen Yan Zesong Manufacture 103,451,300 100 100 73628169-3
and Technology subsidiaries
company
Co.,Ltd *1
Wuyuan limited
Wholly-owned
Jufangyong Tea liability Wuyuan Yan Zesong Manufacture 290,000,000 100 100 77236879-6
subsidiaries
Industry Co., Ltd. company
Hangzhou limited
Mingduan tianpin Wholly-owned liability
Hangzhou Qian Xiaojun Comprehensive 175,000,000 100 100
tea products Co., subsidiaries company 59305626-0
LTD
Shenzhen Shenbao limited technological
technology Center Wholly-owned liability development、
Shen zhen Luo Longxin 54,000,000 100 100 59566405-9
Co., Ltd. subsidiaries company consultancy、
assignment
Huizhou Shenbao limited
Wholly-owned Yao
Technologies Co., liability Huizhou Manufacture 30,000,000 100 100 66495245-0
subsidiaries Xiaopeng
Ltd. company
Shenzhen Shenbao limited
Sanjing Food & liability
Wholly-owned Yao Commercial
Beverage company Shen zhen 30,150,000 100 100 19246379-7
subsidiaries Xiaopeng wholesale
Development Co.,
Ltd.
Shenzhen Shenbao limited
Properties Wholly-owned liability Property
Shen zhen Peng Ying 5,000,000 100 100 27931409-X
Management Co., subsidiaries company management
Ltd
Shenzhen Shenbao limited
Wholly-owned Commercial
Industrial Trading liability Shen zhen Guan Lihua 5,500,000 100 100 19218639-8
subsidiaries wholesale
& Development company
122
深圳市深宝实业股份有限公司 2012 年半年度报告
Co., Ltd.
Huizhou Shenbao limited
Industrial Wholly-owned liability Yao Information
Huizhou 5,000,000 100 100 79628652-5
Investment Co., subsidiaries company Xiaopeng consultancy
Ltd.
Shenzhen limited
Holding
Shenbao(Liaoyuan) liability Shen zhen -- -- 2,378,000 53.5 53.5 -
Company
Industrial Co., Ltd. company
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深圳市深宝实业股份有限公司 2012 年半年度报告
3. details of joint-venture and affiliated enterprise of the Company
Unit： RMB
Equity Proportion
proportion of voting
Total operation
Place of legal Nature of Register held by rights in Total assets at Total liability Total net assets Net profit in Organization
Company Type revenue in this Relationsip
registration representative business capital the invested period-end at period-end at period-end this period code
period
Company company
(%) (%)
I.
-- -- -- -- -- -- -- -- -- -- -- -- -- --
Joint-venture
Ⅱ.affiliated
-- -- -- -- -- -- -- -- -- -- -- -- -- --
enterprise
Changzhou limited
Sanjing Oil liability Changzhou Pan Guangsheng Manufacture 54,000,000 33 33 13,177,678.91 24,376,845.25 -11,199,166.34 1,643,971.19 -2,116,235.87 Affiliated 77052631-6
Co., Ltd. company
Shenzhen
limited
PepsiCo PARINYA US$
liability Shenzhen Manufacture 10 10 725,117,346.11 470,979,435.26 254,137,910.85 819,920,464.75 -1,197,575.60 Affiliated 61890818-4
Beverage KITJATANAPAN 12.25million
company
Co., Ltd
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深圳市深宝实业股份有限公司 2012 年半年度报告
4. Particulars about other related parties
□ application√ non-application
5. Related transaction
(1) Statement of commodity purchased and labor service received
Unit: RMB
Amount at this period Amount at previous period
Price-making
Method and Proportion
Related Party Related Trading Proportion in
Decision-making in the same
Amount Amount the same trade
Procedure trade
amount(%)
amount(%)
Shenzhen
Agricultural Purchasing
Market Pricing 93,397.42 10.98 51,051.28 5.83
Products Co., specialty tea
Ltd.
Statement of commodity sales and labor service provided
(2) Related trusteeship/contract
□application √non-application
(3) Related leasing
□application √non-application
(4) Related gurantee
Unit: RMB
Guaranteed Guaranteed
Guarantor Start Date Due Date Performed or not
Party Amount
Shenzhen Shenbao Shenbao
20,000,000 2011-01-26 2012-01-26 Y
Industrial Co., Ltd. Huacheng*1
Shenzhen Shenbao Shenbao
30,000,000 2011-12-06 2012-12-06 Y
Industrial Co., Ltd. Huacheng*2
Shenzhen Shenbao Shenbao
15,000,000 2012-02-24 2012-09-23 Y
Industrial Co., Ltd. Huacheng*3
Shenzhen Shenbao Shenbao
30,000,000 2012-02-28 2013-02-28 N
Industrial Co., Ltd. Huacheng*4
Description on joint liability guarantee condition:
*1. The controlling subsidiary –Shenbao Huacheng signed the Integrated Credit Line Limited Contract with Shenzhen
Branch of Ping An Bank Co., Ltd, on 26 January 2011, with loan credir line of RMB 20 million. the loans are used for
short-term loans and opeing import L/C. concerning the above loan, the Company bears joint liability for them. Till 30
June 2012, Shenbao Huacheng still not applying loans to Ping An Bank and no L/C settled.
*2. The subsidiary of the Company -- Shenbao Huacheng Food Co., Ltd. signed Integrated Credit Line Contract with
China Guangfa Bank Co., Ltd. Shenzhen Branch on May 26, 2011, with loan credit line of 30 million yuan. Shenbao
Huacheng actually get the loan of RMB 28 million yuan, whose joint liability guarantee was provided by the Company.
*3 The Company signed Maximum Guarantee Contract with Shenhen Nanshan Baosheng Town Bank Co., Ltd. On Feb.
10, 2012. The Company provided joint liability guarantee for the application of current assets loan of the subsidiary of
the Company -- Shenbao Huacheng Food Co., Ltd., with guarantee amount of RMB 15 million. Till June 30, 2012,
Shenbao Huacheng had paid off the loan. There was no outstanding letter of credit.
*4. The controlling subsidiary –Shenbao Huacheng signed the Integrated Credit Line Limited Contract with Shenzhen
Branch of Ping An Bank Co., Ltd, on 23 Feburary 2012, with loan credir line of RMB 30 million. the loans are used for
short-term loans and opeing import L/C. concerning the above loan, the Company bears joint liability for them. Till 30
June 2012, Shenbao Huacheng still not applying loans to Ping An Bank and no L/C settled.
(5) Borrowed funds from related party
□application √non-application
(6) Assets transfer, debt restructure of related party
□application √non-application
(7) Other related transactions
□application √non-application
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深圳市深宝实业股份有限公司 2012 年半年度报告
6. Account receivable/payable for related parties
Account receivable from related parties
Unit: RMB
Item Related party Balance at period-end Balance at period-begin
Shenzhen Agricultural Products
Account receivable 19,400 5,200
Co., Ltd.
Other account Changzhou Sanjing Oil Co.,
16,002,626.29 15,530,485.4
receivable Ltd.
Account payable to related parties
Unit: RMB
Item Related party Balance at period-end Balance at period-begin
Shenzhen Investment
Other account payable 3,510,297.2 3,510,297.2
Management Co., Ltd.
Shenzhen Investment
Dividend payable 2,690,970.14 2,690,970.14
Management Co., Ltd.
(X) Share payment
1. Genral particular about share payment
□application √non-application
2. Share payment settled by equity
□application √non-application
3. Share payment settled by cash
□application √non-application
4. Service payment for shares
□application √non-application
5. Particular about amendment of share payment and its termination
□application √non-application
(XI) Contingent events
1. Contingent liability and its financial influence formed by un-settle lawsuits or
arbitration
□application √non-application
2. Contingent liability and its financial influence formed by debt gurantee provided
for other units
Other contingent liability and its financial influence:
The case concerning the joint-liability guarantee the Company provided for the RMB 7
million loans which Shenzhen China Bicycle Company (Holdings) Limited (“Shenzhen
Zhonghua” for short) had obtained from Shenzhen Branch of China Construction Bank
(“Construction Bank” for short) has been closed with reconciliation. The Agreement of
Interest Reduction was signed between the Company and Construction Bnak in 2003, the
RMB 7 million have been paid by the Company for Shenzhen Zhonghua in two phases and
accomplished the jointly liability; Concerning the jointly-liability of the Company for
Letter of Credit Opening for Shenzhen Zhonghua in Shenzhen Branch of Bank of China
with USD 0.8 million, being verdict by Civil Ruling of (1999) YFJYZZ No. 26 from
Guangdong Higher People’s Court, the Company takes the jointly-liability for payment.
Till end of 30 June 2004, the RMB 6.6316 million (USD 0.8 million by converted) have
been paid by the Company for Shenzhen Zhonghua and accomplished the jointly liability;
126
深圳市深宝实业股份有限公司 2012 年半年度报告
later on 22 July 2004, the Company applied to Shenzhen Intermediate People’s Court for
the enforcement on the above repayment.
In 2004, the Company brought a charge against Shenzhen Zhonghua to Shenzhen
Intermediate People’s Court for compensated relevant losses on capital occupation and
with RMB 7 million paid for pre-payment by the Company. Shenzhen Intermediate
People’s Court verdict that the RMB 7 million repaid by the Company for Shenzhen
Zhonghua should be paid to the Company together with interest during capital occupation,
(2004) SZFMECZ No. 448. Due to the failure implementation for the verdict on time and
certain content from Shenzhen Zhonghua, the Company applied for enforcement to
Shenzhen Intermediate People’s Court on 20 December 2004. The Civil Ruling and
Execution Order of (2004) SZFZZ No. 1382 and (2005) SZFZZ No. 208 were delivered to
Shenzhen Zhonghua on 14 January 2005 from Shenzhen Intermediate People’s Court with
verdict that: seal up and freeze the property of Shenzhen Zhonghua (limited as RMB
14,131,575.92) and order Shenzhen Zhonghua performed the effective-ness law documents
and relevant obligations within five days since the execution order received. Un-performed
undue, the enforcement will exercise by Shenzhen Intermediate People’s Court. Later, the
abovementioned two executions was appointed by the Court of Guangzhou Railway
Transportation by Guangdong Higher People’s Court, and the case abortion due to no
property clue been found. Execution should be applied to Court of Guangzhou Railway
Transportation for recover due to the situation of abortion disappeared.
(XII) Commitments
1. large commitments
□ application√ non-application
2. Commitments made previously
□application √non-application
(XIII) Subsequent events of balance sheet
1. Explanation on major event after balance sheet date
Unit: RMB
Influence on financial Reasons for no estimation
Item Content
status and operation results on influence amount
The Company entered into
joint-venture contract with
Zhejiang Huafa Tea Co., Ltd,
for jointly establishement of New company still in
Zhejiang Shenshenbao Huafa
Zhejiang Shenshenbao Huafa 0 application stage till end of this
Tea Co., Ltd.
Tea Co., ltd dated 8 August with report period
register capital of 30 million
yuan, a 51.72% in new
company.
2. Profit distribution after balance sheet date
□application √non-application
3. Other explanation after balance sheet date
□application √non-application
(XIV) Other explanations on major event
1. Non-monetary asets exchange
No non-monetary assets exchange in report period
2. Debt reorganization
No debt reorganization occurred in report period
127
深圳市深宝实业股份有限公司 2012 年半年度报告
3. Enterprise combination
No enterprise combination occurred in report period
4. Leasing
No major leasing business occurred in report period
5. Financial instrument issued outside and convertible to shares in report period
The Company has no financial instrument issued outside and convertible to shares in report
period ended as 30 June 2012
6.Main content of annuity plan and major changes
Nil
7. Other events needs disclosure
Nil
(XV) Notes to main items in financial statements of parent company
1. Account receivable
(1) Account receivable
Unit: RMB
Balance as at period-end Balance as at period-begin
categories Book balance Bad debt provision Book balance Bad debt provision
Amount Ratio(%) Amount Ratio(%) Amount Ratio(%) Amount Ratio(%)
Account
receivable with
single major
amount and 0 0 0 0
withdrawal bad
debt provision for
single item
Account receivable withdrawal bad debt provision by combination
Account
receivable
withdrawal bad 284,966.26 90.92% 10,800 27.51%
debt provision by
age combination
Sub-total by
284,966.26 90.92% 0 10,800 27.51% 0
combination
Account
receivable with
single minor
amount but 28,453.08 9.08% 28,453.08 100% 28,453.08 72.49% 28,453.08 100%
withdrawal bad
debt provision for
single item
Total 313,419.34 -- 28,453.08 -- 39,253.08 -- 28,453.08 --
Account receivable with single major amount and withdrawal bad debt provision for single
item at period-end:
□application √non-application
In combination, account receivable withdrwal bad debt provision by age analysis
√application □non-application
Unit: RMB
128
深圳市深宝实业股份有限公司 2012 年半年度报告
Balance as at period-end Balance as at period-begin
Book balance Book balance
Age Bad debt Bad debt
Ratio( provision Ratio( provision
Amount Amount
%) %)
Within 1 year
Including： -- -- -- -- -- --
Within 1
284,966.26 100% 10,800 100%
year
Sub-total
Within 1 284,966.26 100% 10,800 100%
year
1-2years
2-3years
over 3
years
3-4years
4-5years
over 5
years
Total 284,966.26 -- 10,800 --
In combination, account receivable withdrwal bad debt provision by balance proportion
□application√ non-application
In combination, account receivable withdrwal bad debt provision by other methods
□application√ non-application
Account receivable with single minor amount but withdrawal bad debt provision for single
item at period-end:
√ application□ non-application
Unit: RMB
Item of account Withdrawal
Book balance Bad debt provision Reasons
receivable proportion
Instrument factory Minor possibility in
9,996.58 9,996.58 100%
of Potou Hubei recover
Minor possibility in
Guo Wenhui 18,456.5 18,456.5 100%
recover。
Total 28,453.08 28,453.08 100% --
(2) Account receivable reverse or withdrwal in report period
□ applicable √ not applicable
(3) Account receivable actually verified in report period
□ applicable √ not applicable
(4) Shareholders unit with over 5% (including 5%) voting rights held in report period
√applicable □ not applicable
Unit: RMB
Balance as at period-end Balance as at period-begin
Name bad debt bad debt
Book balance Book balance
withdrawal withdrawal
129
深圳市深宝实业股份有限公司 2012 年半年度报告
Shenzhen Agricultural
19,400 5,200
Products Co., Ltd.
Total 19,400 5,200
(5) Nature or content of account receivable with major amount
□ applicable √not applicable
(6) The top 5 units in account receivable
Unit: RMB
Proportion in total
Relationship with
Name Amount Age account receivable
thecompany
(%)
Wholly-owned
Customers I 253,380.26 Within 1 year 80.81%
subsidiary
Controlling
Customers II 19,400 Within 1 year 6.19%
shareholders
CustomersIII Non-related party 12,240 Within 1 year 3.91%
Total -- 285,202.26 -- 90.91%
Note: filling the “Name” and “Relationship” by actual
(7) Account receivable from related party
Unit: RMB
Proportion in account
Name Relationship Amount
receivable (%)
Shenzhen Agricultureal
Conrolling shareholder 19,400 6.19%
Products Co., Ltd.
Total -- 19,400 6.19%
(8)
Account recivable transfer RMB 0 that disqualified termination condition
(9) Brief explanation for securitization of assets that takes account receivable as
subjects
□ applicable √not applicable
2. Other receivables
(1) Other receivables
Unit: RMB
Balance as at period-end Balance as at period-begin
Book balance Bad debt provision Book balance Bad debt provision
categories
Ratio Ratio Ratio
Amount Ratio(%) Amount Amount Amount
(%) (%) (%)
Other account receivable
with single major amount
and withdrawal bad debt
provision for single item
Other account receivable withdrawal bad debt provision by combination
Other account receivable
withdrawal bad debt
270,122,751.11 98.01% 1,689,187.04 0.63% 291,802,465.87 98.16% 1,689,187.04 0.58%
provision by age
combination
Sub-total by combination 270,122,751.11 98.01% 1,689,187.04 0.63% 291,802,465.87 98.16% 1,689,187.04 0.58%
Other account receivable
with single minor 5,472,398.91 1.99% 5,472,398.91 100% 5,472,398.91 1.54% 5,472,398.91 100%
amount but withdrawal
130
深圳市深宝实业股份有限公司 2012 年半年度报告
bad debt provision for
single item
Total 275,595,150.02 -- 7,161,585.95 -- 297,274,864.78 -- 7,161,585.95 --
Other account receivable with single major amount and withdrawal bad debt provision for
single item at period-end：
□ application √non-application
In combination, other account receivable withdrwal bad debt provision by age analysis
√ application□ non-application
Unit: RMB
Balance as at period-end Balance as at period-begin
Age Book balance Book balance
Bad debt provision Bad debt provision
Amount Ratio(%) Amount Ratio(%)
Within 1 year
Including： -- -- -- -- -- --
Within 1 year 255,158,556.89 94.46% 276,838,171.65 94.87%
Sub-total
255,158,556.89 94.46% 0 276,838,171.65 94.87% 0
Within 1 year
1-2years 4,410,051.72 1.63% 220,507.59 4,410,151.72 1.51% 220,507.59
2-3years 2,288,838.66 0.85% 228,883.86 2,288,838.66 0.79% 228,883.86
Over3 years 8,265,303.84 3.06% 1,239,795.59 8,265,303.84 2.83% 1,239,795.59
3-4years 3,533,898.2 1.31% 530,084.74 3,533,898.2 1.21% 530,084.74
4-5years 4,731,405.64 1.75% 709,710.85 4,731,405.64 1.62% 709,710.85
Over5years
Total 270,122,751.11 -- 1,689,187.04 291,802,465.87 -- 1,689,187.04
In combination, other account receivable withdrwal bad debt provision by balance
proportion
□application√ non-application
In combination, other account receivable withdrwal bad debt provision by other methods
□application√ non-application
Other account receivable with single minor amount but withdrawal bad debt provision for
single item at period-end：
√ application□ non-application
Unit: RMB
Content of Other Withdrawal
Book balance Bad debt provision Reasons
account proportion
Other account over Un-recover due to
5,472,398.91 5,472,398.91 100%
3-years historical formation
Total 5,472,398.91 5,472,398.91 100% --
(2) Other account receivable reverse or withdrwal in report period
□ applicable √ not applicable
(3) Other account receivable actually verified in report period
□ applicable √ not applicable
(4) Shareholders unit with over 5% (including 5%) voting rights held in report period
□ applicable √ not applicable
(5) Nature or content of other account receivable with major amount
□ applicable √ not applicable
(6) Top five other account receivable
Unit: RMB
Relation with the Portion taken in
Unit Amount Age
Company total other account
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深圳市深宝实业股份有限公司 2012 年半年度报告
receivable (%)
Shenbao Wholly-owned
166,503,465.77 within 1 year 60.42%
Technology subsidiaries
Wholly-owned
Shenbao Sanjing 57,800,000 within 1 year 20.97%
subsidiaries
Wholly-owned
Shenbao Huacheng 27,067,799.2 within 1 year 9.82%
subsidiaries
Wholly-owned
Hangzhou Minduan 911,844.22 within 1 year 0.33%
subsidiaries
Changzhou Sanjing
Associate 16,002,626.29 1-3years 5.81%
Oil Co., Ltd.
Total -- 268,285,735.48 -- 97.32%
(7) particular about Other account receivable from related parties
Unit: RMB
Portion taken in total
Relation with the
Unit Amount other account receivable
Company
(%)
Wholly-owned
Shenbao Technology 166,503,465.77 60.42%
subsidiaries
Wholly-owned
Shenbao Sanjing 57,800,000 20.97%
subsidiaries
Wholly-owned
Shenbao Huacheng 27,067,799.2 9.82%
subsidiaries
Wholly-owned
Hangzhou Minduan 911,844.22 0.33%
subsidiaries
Wholly-owned
Technology Center 848,863.07 0.31%
subsidiaries
Changzhou Sanjing Oil
Associate 16,002,626.29 5.81%
Co., Ltd.
Total -- 269,665,187.74 97.85%
(8)
Other account recivable transfer RMB 0 that disqualified termination condition
(9) Brief explanation for securitization of assets that takes other account receivable as
subjects
□ applicable √not applicable
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深圳市深宝实业股份有限公司 2012 年半年度报告
3. Long-term equity investment
Unit: RMB
explanation
for unconcord
withdrawal of cash
Shares held in Voting rights between
calculation Balance as at Balance as at impairment impairment bonus in
Name of the Companies investment cost changes +,- invested unit in invested shares held
method period-begin period-end provision provision in this
(%) unit (% and voting
this period period
rights held in
invested unit
Shenzhen Shenbao (Xinmin) equity
2,870,000 2,870,000 2,870,000 49.14% 49.14% 2,870,000
Food Co., Ltd method
Changzhou Sanjing Oil Co., equity
13,500,000 33% 33%
Ltd. method
Shenzhen PepsiCo Beverage equity
24,071,627.22 63,833,871.62 -38,420,080.54 25,413,791.08 10% 10%
Co., Ltd method
cost
Shenbao Properties 2,550,000 2,550,000 2,550,000 51% 51%
method
Shenbao Industrial Trading & cost
5,500,000 5,500,000 5,500,000 100% 100%
Developmen method
cost
Shenbao Sanjing 80,520,842.36 80,520,842.36 80,520,842.36 100% 100%
method
cost
Shenbao Huacheng 53,451,300 118,551,781.8 118,551,781.8 100% 100%
method
cost
Shenbao Investment 5,000,000 5,000,000 5,000,000 100% 100%
method
cost
Shenbao Technologies 4,000,000 30,000,000 30,000,000 100% 100%
method
cost
Wuyuan Jufangyong 280,404,134.35 7,880,000 272,524,134.35 280,404,134.35 95.72% 95.72%
method
cost
Hangzhou Minduan 176,906,952.42 176,906,952.42 176,906,952.42 100% 100%
method
cost
Shenbao Technology Center 54,676,764.11 54,676,764.11 54,676,764.11 100% 100%
method
cost
Shenbao Liaoyuan 57,628.53 57,628.53 57,628.53 53.5% 53.5% 57,628.53
method
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深圳市深宝实业股份有限公司 2012 年半年度报告
Shenzhen Sanjiu Weitai cost
2,480,000 2,480,000 2,480,000 0.95% 0.95% 2,480,000
Holdings Co., Ltd method
Shenzhen Taiji Optical-Electric cost
15,000,000 15,000,000 15,000,000 3.77% 3.77% 15,000,000
Technologies Co., Ltd. method
Total -- 720,989,248.99 334,244,124.31 465,687,770.34 799,931,894.65 -- -- -- 20,407,628.53 0 0
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深圳市深宝实业股份有限公司 2012 年半年度报
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4. Operating income and operating cost
(1) Operating income and operating cost
Unit: RMB
Item Amount as at this period Amount as at previous period
Operating income of
850,941.33 234,424.23
main business
Operating income of
1,200,000 1,200,000
other business
operating cost 422,583.09 91,320.28
Total
(2) Main business (by industry)
√ application □ non-application
Unit: RMB
Amount as at this period Amount as at previous period
Industry
Operating income operating cost Operating income operating cost
Industry 850,941.33 422,583.09 234,424.23 91,320.28
Total 850,941.33 422,583.09 234,424.23 91,320.28
(3) Main business (by products)
√ application □ non-application
Unit: RMB
Amount as at this period Amount as at previous period
Product
Operating income operating cost Operating income operating cost
Tea products(Priority
850,941.33 422,583.09 234,424.23 91,320.28
tea)
Total 850,941.33 422,583.09 234,424.23 91,320.28
(4) Main business (by area)
√ application □ non-application
Unit: RMB
Amount as at this period Amount as at previous period
Area
Operating income operating cost Operating income operating cost
South China 628,223.12 205,251.35 234,424.23 91,320.28
Other area 222,718.21 217,331.74
Total 850,941.33 422,583.09 234,424.23 91,320.28
(5) Main business income in top five clients
Unit: RMB
Proportion in total main business
Name Total Operating income
income (%)
Customer I 312,820.81 36.76%
Customer II 222,718.21 26.17%
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深圳市深宝实业股份有限公司 2012 年半年度报
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Customer III 93,397.42 10.98%
Customer IV 64,625.65 7.59%
Customer V 33,702.58 3.96%
Total 727,264.67 85.46%
5. Investment income
(1) Details of investment income
Unit: RMB
Amount as at previous
Item Amount as at this period
period
Investment income of long-term equity based
on cost
Investment income of long-term equity based
-299,393.9 -269,528.67
on equity
Investment income from disposal of
103,546,568.4 4,279.44
long-term equity
Investment income obtained in period of
transactional financial assets held
Investment income obtained while in
investment income period with investment
held to maturity
Investment income obtained in period of
financial assets available for sales held
Investment income obtained from disposal of
2,610,661.54
transactional financial assets
Investment income obtained from investment
held to maturity
Investment income obtained from financial
assets available for sales
Other
Total 105,857,836.04 -265,249.23
(2) Investment income of long-term equity based on cost
□ application√ non-application
(3) Investment income of long-term equity based on equity
Unit: RMB
Amount as at Amount as at reason of changes compare
Unit
this period previous period with last period
Shenzhen Pepsi Coka-Cola Decrease of net profit in this
-299,393.9 -269,528.67
Beverage Co., ltd. period
Total -299,393.9 -269,528.67 --
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深圳市深宝实业股份有限公司 2012 年半年度报
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6. Supplementary information about statement of cash flow
Unit: RMB
Amount as at this Amount as at previous
Supplementary information
period period
1．Net profit adjusted to cash flow of operation
-- --
activities：
Net profit 90,953,054.22 4,115,925.1
Add: assets impairment reserve 0 540
Depreciation of fixed assets, consumption of oil
621,105.81 612,945.37
assets and depreciation of productive biology assets
Amortization of intangible assets 914,336.11 912,380.88
Amortization of long-term deferred expenses 143,469.28 139,237.62
Loss from disposal of fixed assets, intangible assets
180,081.65 35,326.88
and other long-term assets(gain is listed with “-”)
Loss of disposing fixed assets(gain is listed with
“-”)
Loss from change of fair value(gain is listed with
-970,867.2
“-”)
Financial expenses (gain is listed with “-”) 93,900.89 3,818,933.23
Investment loss (gain is listed with “-”) -105,857,836.04 265,249.23
Decrease of deferred income tax asset( (increase is
92,575.65
listed with “-”)
Increase of deferred income tax liability (decrease
is listed with “-”)
Decrease of inventory (increase is listed with “-”) 112,154.23 -127,251.46
Decrease of operating receivable accounts (increase
150,385,576.3 -25,484,518.54
is listed with “-”)
Increase of operating payable accounts (decrease is
-25,582,352.09 -5,820,354.51
listed with “-”)
Others
Net cash flow arising from operating activities 111,085,198.81 -21,531,586.2
2．Material investment and financing not involved
-- --
in cash flow：
Liabilities converted to capital
Convertible bond expire in 1 year
Fixed assets leased through financing
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深圳市深宝实业股份有限公司 2012 年半年度报
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3．Net change of cash and cash equivalents： -- --
Balance of cash at period end 186,945,009.15 564,324,133.25
Less: Balance of cash at year-begin 399,181,994.57 23,617,846.34
Plus: Balance of cash equivalents at the period end
Less: Balance of cash equivalent at year-begin
Net increasing of cash and cash equivalents -212,236,985.42 540,706,286.91
7. Assets and liability that reverse purchased for book-keeping
□ applicable √ not applicable
(XVI) Supplementary information
1. Return on equity and earnings per share
Unit： RMB
Earnings per share
Weighted average
Profit during period Basic earnings per Diluted earnings
ROE (%)
share per share
Net profit attributable to
shareholders of ordinary shares of 9.51 0.3542 0.3542
the Company
Net profit (net of non-current gains
and losses) attributable to
(1.99) (0.0743) (0.0743)
shareholders of ordinary shares of
the Company
2. Explanation on reasons for abnormal situation in financial statements
Balance as at Balance as at
period-end (or period-begin (or Ratio changed Reason of
Item
Amount as at this Amount as at (%) Change
period previous period)
Transaction financial
assets 9,043,663.20 14,627,801.40 -38.17% *1
Accounts receivable 25,811,829.87 71,769,419.01 -64.04% *2
Other accounts
receivable 23,934,074.34 35,956,860.85 -33.44% *3
Long-term equity
investments 25,471,291.08 63,891,371.62 -60.13% *4
Projects in
construction 90,800,393.40 11,113,058.18 717.06% *5
account payable 16,268,756.13 34,863,967.03 -53.34% *6
Tax payable 1,403,107.04 4,923,433.34 -71.50% *7
Other payables 121,741,682.58 79,810,651.49 52.54% *8
138
深圳市深宝实业股份有限公司 2012 年半年度报
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Retained profit 126,679,479.16 37,812,102.74 235.02% *9
management fee 31,343,771.04 21,699,521.40 44.44% *10
Financial expenses 381,706.23 4,550,650.77 -91.61% *11
Investment income 105,857,836.04 -265,249.23 40008.82% *12
Non-operating
income 772,170.63 17,433,557.36 -95.57% *13
*1: Mainly due to disposal of 840,193 A shares of *ST Shengrun in this period;
*2: Mainly due to the relatively timely recovery of accounts;
*3: Mainly due to the accounting in this period of the land auction deposit receivable RMB 12,000,000 at the
beginning of the period;
*4: Mainly due to the transfer of the 15% equity interests held in Shenzhen Pepsi in this period;
*5: Mainly due to the increase of RMB42,796,700 for Shenbao Building project, increase of RMB20,035,400 for
Wuyuan Jufangyong tea industry chain comprehensive investment project and RMB18,338,600 for purchasing
office building by Hangzhou Mingduan;
*6: Mainly due to the decrease of purchase at the end of the period;
*7: Mainly due to the relatively significant deductible amount before tax in this period;
*8: Mainly due to the payment of RMB41,479,500 payable to Zhongtai Construction Group Co., Ltd. for Shenbao
Building engineering at the end of the periods;
*9: Mainly due to the material increase of net profit this period;
*10: Mainly due to the increase of salaries and agent service fees this period;
*11: Mainly due to decrease of interest income from raised proceeds and interest expenses for borrowings this
period;
*12: Mainly due to the transfer of the 15% equity interests held in Shenzhen Pepsi in this period;
*13: Mainly due to that the Company received RMB1,381,800 and 2,135,000 shares (*ST Shengrun A, stock
code:000030) as debt settlement from Shengrun. in previous period, while no such income occurred this period
IX. Documents available for Reference
Lists of references
1. Semi-annual report and its summary of 2012 with signature of the Chairman;
2. Text of financial report with signature and seals of legal person, person in charge of accounting
139
深圳市深宝实业股份有限公司 2012 年半年度报
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works and person in charge of accounting institution;
3. Original and official copies of all documents which have been disclosed on Securities Times,
China Securities, and Hong Kong Commercial Daily in the report term;
Chairman: Zheng Yuxi
Approval dated by the Board: 17 August 2012
140
