鲁 泰B:2018年第三季度报告正文(英文版)

2018-10-31 00:00:00
导语: Stock Code: 000726, 200726 Stock Name: LTTC, LTTC-B

Stock Code: 000726, 200726 Stock Name: LTTC, LTTC-B Announcement No. 2018-045

LU THAI TEXTILE CO., LTD.

THIRD QUARTER REPORT 2018 (SUMMARY)

Part I Important Notes

The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors, supervisors and senior management of Lu Thai Textile Co., Ltd. (together with its consolidated subsidiaries, the “Company”, except where the context otherwise requires) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and severally liable for any misrepresentations, misleading statements or material omissions therein.

All the Company’s directors have attended the Board meeting for the review of this Report and its summary.

Liu Zibin, the Company’s legal representative, Zhang Hongmei, the Company’s Chief Accountant, and Zhang Keming, the Company’s Financial Manager hereby guarantee that the financial statements carried in this Report are factual, accurate and complete.

This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail.

Part II Key Corporate Information

I Key Consolidated Financial Information

Indicate by tick mark whether there is any retrospectively restated datum in the table below.

√ Yes □ No

Reason

Business combination under common control

31 December 2017 Change (%)

30 September 2018

Before Restated Restated

Total assets (RMB) 10,568,327,014.46 10,170,624,027.75 10,170,624,027.75 3.91%

Equity attributable to the listed company’s 7,011,958,543.23 7,230,942,770.16 7,230,942,770.16 3.03%

-

shareholders (RMB)

Q3 2018 YoY change (%) Q1-Q3 2018 YoY change (%)

Operating revenue (RMB) 1,743,184,011.30 6.51% 5,023,591,787.12 8.42%

Net profit attributable to the listed company’s 209,540,056.51 5.32% 586,896,015.53 1.21%

-

shareholders (RMB)

Net profit attributable to the listed company’s 224,130,296.96 23.91% 590,563,214.17 4.01%

shareholders before exceptional items (RMB)

Net cash generated from/used in operating 1,123,152,616.75 35.24%

-- --

activities (RMB)

Basic earnings per share (RMB/share) 0.23 9.52% 0.64 0.00%

Diluted earnings per share (RMB/share) 0.23 9.52% 0.64 0.00%

Weighted average return on equity (%) 2.95% 0.10% 8.08% -0.35%

Exceptional gains and losses: √ Applicable □ Not applicable

Unit: RMB

Item Q1-Q3 2018 Note

Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs) 21,673,765.75

Government subsidies charged to current profit or loss (exclusive of government subsidies

given in the Company’s ordinary course of business at fixed quotas or amounts as per 48,811,115.56

government’s uniform standards)

Gain or loss on fair-value changes in trading financial assets and liabilities & investment

income from disposal of trading financial assets and liabilities and available-for-sale

financial assets (exclusive of effective portion of hedges that arise in the Company’s ordinary -59,714,283.60

course of business)

Non-operating income and expense other than above 3,616,214.59

Less: Income tax effects 10,405,601.73

Non-controlling interests effects (net of tax) 7,648,409.21

Total -3,667,198.64 --Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items:

□ Applicable √ Not applicable

No such cases for the Reporting Period.

II Total Number of Shareholders and Holdings of Top 10 Shareholders at 30 September 2018 1. Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders

Unit: share

Number of ordinary shareholders 56,205 Number of preferred shareholders with resumed 0

voting rights (if any)

Top 10 shareholders

Shareholdi Shares in pledge or

Nature of Number of Restricted frozen

Name of shareholder ng

shareholder shares shares

percentage Status Shares

Domestic

Zibo Lucheng Textile Investment Co., Ltd. non-state-owned 15.21% 140,353,583 0

legal person

Tailun (Thailand) Textile Co., Ltd. Foreign legal person 12.82% 118,232,400 118,232,400

Hong Kong Securities Clearing Co. Ltd Foreign legal person 3.33% 30,738,071

State-owned legal

Central Huijin Assets Management Co., Ltd. 2.20% 20,315,300

person

T.Rowe Price Intl Discovery Fund Foreign legal person 2.16% 19,948,219

Domestic

China Securities Finance Corporation Limited non-state-owned 1.98% 18,313,391

legal person

National Social Security Fund Portfolio 103 Other 1.30% 11,999,947

Hong Kong Monetary Authority Foreign legal person 1.22% 11,255,593

Hua’an New Silk Road Theme Equity

Other 0.85% 7,860,000

Securities Investment Fund

Bosera Selected Mixed Securities

Other 0.76% 6,991,034

Investment Fund

Top 10unrestricted shareholders

Shares by type

Name of shareholder Unrestricted shares

Type Shares

RMB-denominated

Zibo Lucheng Textile Investment Co., Ltd. 140,353,583 ordinary stock 140,353,583

RMB-denominated

Hong Kong Securities Clearing Co. Ltd 30,738,071 ordinary stock 30,738,071

RMB-denominated

Central Huijin Assets Management Co., Ltd. 20,315,300 ordinary stock 20,315,300

T.Rowe Price Intl Discovery Fund 19,948,219 Domestically listed 19,948,219

foreign stock

RMB-denominated

China Securities Finance Corporation Limited 18,313,391 ordinary stock 18,313,391

RMB-denominated

National Social Security Fund Portfolio 103 11,999,947 ordinary stock 11,999,947

RMB-denominated

Hong Kong Monetary Authority 11,255,593 ordinary stock 11,255,593

Hua’an New Silk Road Theme Equity Securities Investment RMB-denominated

Fund 7,860,000 ordinary stock 7,860,000

RMB-denominated

Bosera Selected Mixed Securities Investment Fund 6,991,034 6,991,034

ordinary stock

Foreningen AP Invest F.M.B.A. 6,055,003 Domestically listed 6,055,003

foreign stock

Zibo Lucheng Textile Investment Co., Ltd. is the largest

shareholder and the actual controller of the Company. Tailun

Relatedor acting in concert parties among shareholders above (Thailand) Textile Co., Ltd. is the second largest shareholder and

- -

the foreign sponsor of the Company. All the other shareholders are

holding tradable A-shares or B-shares. And it is unknown whether

there is any relatedparty or acting-in-concert party among them.

Top 10 ordinary shareholders involved in securities margin Naught

trading (if any)

Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of the

Company conducted any promissory repo during the Reporting Period.

□ Yea √No

No such cases in the Reporting Period. 2. Number of Preferred Shareholders and Shareholdings of Top 10 of Them

□ Applicable √ Not applicable

Part III Significant Events

I Changes in Key Consolidated Financial Statement Items and Reasons for Such Changes √ Applicable □ Not applicable

Asset items:

(1) Prepayments rose by RMB93.7771 million (or 64.03%) from the amount as at 31 December 2017 to RMB240,240,134.26 as at 30 September 2018, primarily driven by prepayments of subsidiary Xinjiang Luthai Fengshou Cotton Industry Co., Ltd. (hereinafter referred to as “Xinjiang Luthai Fengshou”) for raw materials.

(2) Other receivables rose by RMB19.3907 million (or 34.15%) from the amount as at 31 December 2017 to RMB76,163,473.60 as at 30 September 2018, primarily driven by advances paid by Xinjiang Luthai Fengshou for agricultural machinery purchased by cotton farmers, etc.

(3) Other current assets declined by RMB62.7252 million (or 52.89%) from the amount as at 31 December 2017 to RMB55,863,530.53 as at 30 September 2018, primarily driven by the withdrawal of capital under wealth management under trust upon maturity in the current period.

(4) Long-term receivables rose by RMB0.6500 million (or 100.00%) from the amount as at 31 December 2017 to RMB650,000.00 as at 30 September 2018, primarily driven by finance leases of equipment by Xinjiang Luthai Fengshou.

(5) Construction in progress rose by RMB336.7511 million (or 157.11%) from the amount as at 31 December 2017 to RMB551,086,721.63 as at 30 September 2018, primarily driven by more investments and to-be-installed equipment in the second phase of the Lu Thai (Vietnam) project.

(6) Other non-current assets declined by RMB11.1882 million (or 30.74%) from the amount as at 31 December 2017 to RMB25,202,247.12 as at 30 September 2018, primarily driven by decrease in prepayments for equipment.

Liability and owners’ equity items:

(7) Short-term borrowings rose by RMB469.5821 million (or 41.37%) from the amount as at 31 December 2017 to RMB1,604,707,428.77 as at 30 September 2018, primarily driven by more bank loans.

(8) Financial liabilities at fair value through profit or loss rose by RMB44.1122 million (or 100.00%) from the amount as at 31 December 2017 to RMB44,112,150.00 as at 30 September 2018, primarily driven by unsettled forward forex settlement contracts and option contracts as at the end of the current period.

(9) Taxes payable rose by RMB35.0796 million (or 106.12%) from the amount as at 31 December 2017 to RMB68,134,645.51 as at 30 September 2018, primarily driven by increase in corporate income tax.

(10) Other payables rose by RMB86.6268 million (or 67.10%) from the amount as at 31 December 2017 to RMB215,730,155.67 as at 30 September 2018, primarily driven by increase in loans borrowed by Zibo Xinsheng Thermal Power Co., Ltd. (a subsidiary of the Company) from Zibo Lucheng Textile Investment Co., Ltd. (a shareholder of the Company).

(11) The current portion of non-current liabilities declined by RMB62.7503 million (or 100.00%) from the amount as at 31 December 2017 to RMB0.00 as at 30 September 2018, primarily driven by the repayment in the current period of Lu Thai (Vietnam)’s loans due within one year.

(12) Long-term borrowings rose by RMB157.6117 million (or 100.00%) from the amount as at 31 December 2017 to RMB157,611,749.70 as at 30 September 2018, primarily driven by the long-term loans taken out by Lu Thai (Vietnam) for the expansion of its second phase.

(13) Treasury stock rose by RMB404.6624 million (or 100.00%) from the amount as at 31 December 2017 to RMB404,662,394.01 as at 30 September 2018, primarily driven by the B-share repurchase of the Company as the parent in the current period.

(14) Other comprehensive income rose by RMB52.1264 million (or 310.08%) from the amount as at 31 December 2017 to RMB68,937,000.11 as at 30 September 2018, primarily driven by more gains from the translation of foreign-currency-denominated financial statements due to exchange rate fluctuations.

Income statement items:

(15) Asset impairment loss rose by RMB1.6903 million (or 50.84%) to RMB5,015,397.48 during Q1~Q3 2018 compared to Q1~Q3 2017, primarily driven by increase in allowances for doubtful accounts in the current period.

(16) Other income rose by RMB15.0887 million (or 48.39%) to RMB46,267,401.20 during Q1~Q3 2018 compared to Q1~Q3 2017, primarily driven by increase in government subsidies received during the ordinary course of business.

(17) Investment income declined by RMB22.7519 million (or 521.37%) to RMB-18,388,041.25 during Q1~Q3 2018 compared to Q1~Q3 2017, primarily driven by greater losses on derivative investments during the current period.

(18) Gain on changes in fair value declined by RMB43.3158 million (or 5438.94%) to RMB-44,112,150.00 during Q1~Q3 2018 compared to Q1~Q3 2017, primarily driven by changes in the fair value of unsettled forward forex settlement contracts and option contracts.

(19) Asset disposal income rose by RMB20.2843 million (or 687.84%) to RMB23,233,253.44 during Q1~Q3 2018 compared to Q1~Q3 2017, primarily driven by increase in income from the disposal of non-current assets during the current period.

II Progress, Influence and Solutions Associated with Significant Events

√ Applicable □ Not applicable

During the Reporting Period, the Company executed the repurchase plan of partial B-share. As of 30 September 2018, the Company accumulatively repurchased 51,948,701 shares accounting for 5.6307% of total capital. For more details, please refer to relevant announcements on repurchase of the Company’s B-share.

Overview of significant events Disclosure date Announcement index

Report on Repurchase of Partial 16 May 2018 Report on Repurchase of Partial B-share of the Company on

B-share of the Company www.cninfo.com.cn

Announcement on implementation Relevant announcements disclosed on Securities Times, Shanghai

of repurchase of B share 29 May 2018 Securities News, China Securities Journal, Hongkong Ta Kung Pao

-

and www.cninfo.com.cn.

Announcement on implementation Relevant announcements disclosed on Securities Times, Shanghai

of repurchase of B share 1 June 2018 Securities News, China Securities Journal, Hongkong Ta Kung Pao

-

and www.cninfo.com.cn.

Announcement on implementation Relevant announcements disclosed on Securities Times, Shanghai

of repurchase of B shar 8 June 2018 Securities News, China Securities Journal, Hongkong Ta Kung Pao

- e

and www.cninfo.com.cn.

Announcement on implementation Relevant announcements disclosed on Securities Times, Shanghai

of repurchase of B share 3 July 2018 Securities News, China Securities Journal, Hongkong Ta Kung Pao

-

and www.cninfo.com.cn.

Relevant announcements disclosed on Securities Times, Shanghai

Announcement on implementation 12July 2018 Securities News, China Securities Journal, Hongkong Ta Kung Pao

of repurchase of B-share

and www.cninfo.com.cn.

Announcement on implementation 26 July 2018 Relevant announcements disclosed on Securities Times, Shanghai

of repurchase of B-share Securities News, China Securities Journal, Hongkong Ta Kung Pao

and www.cninfo.com.cn.

Announcement on implementation Relevant announcements disclosed on Securities Times, Shanghai

of repurchase of B share 1 August 2018 Securities News, China Securities Journal, Hongkong Ta Kung Pao

-

and www.cninfo.com.cn.

Announcement on implementation Relevant announcements disclosed on Securities Times, Shanghai of repurchase of B share 1 September 2018 Securities News, China Securities Journal, Hongkong Ta Kung Pao - and www.cninfo.com.cn. III Commitments that the Company’s Actual Controller, Shareholders, Related Parties and Acquirers, as well as the Company Itself and Other Parties, Failed to Fulfill on Time during Reporting Period

□ Applicable √ Not applicable

No such cases in the Reporting Period.

IV 2018 Annual Operating Performance Forecast

Warning of a forecast loss on or a forecast significant year-on-year change in net profit for year 2018, as well as explanation of why: □ Applicable √ Not applicable

V Securities Investments

□ Applicable √ Not applicable

No such cases in the Reporting Period.

VI Wealth Management Entrustment

√ Applicable □ Not applicable

Unit: RMB’0,000 (in RMB ten thousand yuan)

Type of wealth Funding source Principal Outstanding amount Overdue amount

management before maturity

Other Self-funded 0 6,000 0

Total 0 6,000 0 High-risk wealth management entrustments with amounts that are individually significant, or with low security, low liquidity, or no protection of the principal:

√ Applicable □ Not applicable

Unit: RMB’0,000

Type Way Refere Collec Throu Any Overvie

Type Fundi Investme Expect Actual Impair

of Princi Start End of nce tion/pa gh plan w and

Trustee of nt with ed gain/loss ment

wealth pal ng date date paybac annual yment prescri for index to

principal return in allowa

trustee manag source k ized of bed further more

ment return (if Reportin gain/lo nce (if proced entrust informat

e

product (%) any) g Period ss in any) ure or ment ion (if

Report not any)

ing

Period

Accounts

receivabl Payme

nt of

Gopher e bonds

Asset Fund 18 18 between princip Tempo

Fixed-i Self-fu Dece al and

Manage corpor 3,000 nded mber Januar Guangdo interes 7.60% 228 N/A Yes rarily

ncome

ment ation y 2019 ng no

2017 t upon

Co., Ltd Chengxin maturi

g and ty

JDcom

Annua

l

payme

nt of

Gopher Granting interes

22 22

Asset Fund of trust ts and Tempo

Fixed-i Self-fu Dece Dece

Manage corpor 3,000 loans to payme 8.50% 255 N/A Yes rarily

ncome nded mber mber

ment ation HOME nt of no

2017 2019

Co., Ltd CREDIT princip

al

upon

maturi

ty

Total 6,000 -- -- -- -- -- -- 483 0 -- -- -- --

Wealth management entrustments with possible impairments including an expectedly unrecoverable principal:

□ Applicable √ Not applicable VII Investments in Derivative Financial Instruments

√ Applicable □ Not applicable

Unit: RMB’0,000

Impa Ending

investme

Relati Relate irme

nt as % Actual

onship d-part Type Initial Begin Purchased in Sold in nt of the gain/loss

Count with y of ning allo Ending

investment Start date End date Reporting Reporting Compan in

erparty the transac derivat invest wan investment

Comp tion or ive amount ment Period Period y’s Reporting

ce

not (if ending Period

any net

any) assets

Forwa

rd

Comm Non-c 22

exchan 25 January

ercial onnect No 67,367.6 February 0 67,367.6 48,284.94 19,082.66 2.51% -636.85

ge 2019

bank ed 2018

settle

ment

Foreig

Comm Non-c n 30

ercial onnect No exchan 225,451.86 November 4 January 19,800 205,651.86 172,327.07 53,124.79 6.99% 1,118.58

-

2019

bank ed ge 2017

option

Forwa

rd

Comm Non-c

exchan 14 March 8 February

ercial onnect No 27,868.4 0 27,868.4 23,486.9 4,381.5 0.58% -165.35

ge 2018 2019

bank ed

transac

tions

Foreig

Comm Non-c n

21 March 11 April

ercial onnect No exchan 5,925.81 0 5,925.81 5,925.81 0 0.00% 3.95

2018 2018

bank ed ge

swap

Total 326,613.67 -- -- 19,800 306,813.67 250,024.72 76,588.95 10.08% -1,916.83

Funding source Self-funded

Legal matters involved (if N/A

applicable)

Disclosure date of board

announcement approving 25 April 2018

derivative investment (if any)

The Company conducted derivatives products transaction in order for hedging. And the forward settlement

hedging was operated by installments, with the relevant amount not more than the planned derivatives products

Analysis of risks and control transactions. And all derivatives products transaction was zero-deposit. Meanwhile, the Company had a

s associated with complete risk control system for sufficient analysis and prevention of possible risks such as market risk,

measure liquidity risk and credit risk operation riskand risk of laws and regulation

, .

derivative investments held in

Reporting Period (including 1. Market risk: when the international and domestic economic situations change, the corresponding changes in

but not limited to market risk, exchange rates and interest rates may have an adverse impact on the financial derivatives transactions of the

liquidity risk, credit risk, Company. Precautionary measures to be taken include: the Company chooses risk-controlled financial

operational risk, legal risk, derivative tools with simple structure and good liquidity to carry out the hedging business, strictly controls the

etc.) scale of financial derivatives trading by staged operations, and adjusts the strategy according to market

changes in a timely manner.

2. Liquidity risk and credit risk: a credit risk arising from failure of the contractually due Company or

counterparty in performing the contract due to liquidity or factors other than liquidity. Precautionary measures

to be taken include: the Company determines the upper limit of derivatives transaction amounts according to

production and operation scale as well as foreign exchange income, and conducts operations by stage

according to the budget of future collections and disbursement. The derivative trades are free of guarantee

deposit and can still be guaranteed in performance after the contract expires by means of extension and balance

settlement etc. to prevent the Company from credit damages due to lack of liquidity. The Company selects

financial institutions with strong capability and good reputation as a counterparty and signs standard derivative

trading contracts to strictly control credit risk of the counterparty.

3. Operation risk:

The derivatives had high specialty and complexity, so imperfect internal operation procedures, staffs and

external events would make the Company to undertake risks during the transaction. Risk control measures:

The Company promulgated strict authorization and approval system and perfect regulatory mechanism, fixed

the operation procedures and approval procedures system to conduct derivative products transaction,

established special risk control positions, implemented strict authorization and post checks and balances

system, meanwhile, it improved the overall quality of relevant personnel through strengthening the

professional ethics education and business training for them. Besides, it established the System of Reporting

the Abnormal Situation Timely so as to ensure to lower the operation risks to the maximum.

4. Risk of laws and regulation:

The Company conducted derivatives products transaction in strict accordance with relevant laws and rules. If

there were no standard operation procedures and strict approval procedures, it was easy to cause compliant and

regulatory risks existing in the validity and feasibility of contract, commitments and other legal documents

signed. Risk control measures: The Company carefully studied and mastered laws, regulations and policies

relevant to derivative products transaction, formulated internal control rules for the forward settlement hedging

business, standardized the operation procedures. And strengthened the compliant examination on derivative

products transaction business. The Company conducted derivative transaction business according to the

relevant approval procedure, which was in line with relevant laws, regulations, the Company’s Articles of

Association, the Management Rules for Derivative Transaction of Lu Thai Textile Co., Ltd. and the Proposal

on the Plan of Lu Thai Textile Co., Ltd. for Derivative Transactions approved at the 17th Meeting of the 8th

Board of Directors on 25 April 2018, and performed relevant information disclosure responsibilities.

1. As of 30 September 2018, the Company held a total of 28 immature derivative contracts worth

US$120,269,200 in total, which were forward settlement of exchange, foreign exchange options portfolio and

Changes in market prices or forward foreign exchange trading. The latest contract expiration date was February 2019. Financial derivatives

fair value of derivative occupied 10.08 % f the net assets as at the period end.

o

investments in Reporting 2. From January to September 2018, the total amount of the Company’s matured financial derivatives was

Period (fair value analysis US$389,641,200, all executed in accordance with the contracts with the losses of RMB19,168,300. Of all the

should include measurement

method and related derivatives, the matured forward settlement of exchange was US$74.5 million with the losses of

assumptions and parameters) RMB6,368,500; the matured foreign exchange options was US$271.6 million with the losses of RMB11.1858

million; the matured foreign exchange trading was US$34,141,900with the losses of RMB1.6535 million; the

matured foreign exchange swap was US$9,399,300 with the gains of RMB39,500.

Major changes in accounting

policies and specific

accounting principles adopted No significant changes

for derivative investments in

Reporting Period compared to

last reporting period

The Company’s independent directors Xu Jianjun, Zhao Yao, Bi Xiuli, Pan Ailing and Wang Xinyu,

concerning conducting derivatives business, have issued the following professional advice: We are of the

Opinion of independent opinion that it will strengthen the Company’s competitiveness to use derivative transactions with focus on

directors on derivative forward settlement and purchase as an effective tool to avoid foreign exchange risks, to strengthen the relevant

investments and risk control internal control and to carry out the loss and risk prevention measures so as to improve the operation and

management. In conducting derivative transactions with focus on forward settlement and purchase, the

Company follows a legal approval procedure, has sound relevant institutions and keeps the risks relatively

controllable. No harm has been done to the interests of the Company’s shareholders.

VIII Visits Paid to the Company for Purposes of Research, Communication, Interview, etc.

during Reporting Period √ Applicable □ Not applicable

Date of visit Way of visit Type of visitor About

22 August 2018 By phone Institution Key corporate information

IX Irregularities in Provision of Guarantees for External Parties

□ Applicable √ Not applicable

No such cases in the Reporting Period. X Occupation of the Company’s Capital by Controlling Shareholder or Its Related Parties for

Non-Operating Purposes □ Applicable √ Not applicable

No such cases in the Reporting Period.

Chairman of the Board: Liu Zibin

Lu Thai Textile Co., Ltd.

31 October 2018

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