1、 1Stock Code:000030,200030 Short Form of the Stock:S*ST Sunrise,*ST Sunrise B No.:2008-022 GUANGONG SUNRISE HOLDINGS CO.,LTD.SUMMARY OF ANNUAL REPORT 2007 1.Important Notes 1.1 The Board of Directors,the Supervisor Committee,directors,supervisors and senior executives of Guangdong Sunrise Holdings C
2、o.,Ltd.(hereinafter referred to as the Company)warrant that this report does not contain any false or misleading statements or omit any material facts and all information set forth herein are true,accurate and complete.The summary of annual report 2007 is abstracted from the full text of annual repo
3、rt;the investors are suggested to read the full text of annual report to understand more details.1.2 None of the directors,supervisors,senior management demonstrated uncertainty or disagreement about the truthfulness,accuracy,and completeness of this annual report.1.3 All directors attended the Boar
4、d meeting.1.4 Shenzhen Dahua Tiancheng Certified Public Accountants issued an auditors report with disclaimer of opinion.The Board of Directors issued the special explanation related to the said events,and the Supervisory Committee expressed the clear opinion for the special explanation issued by th
5、e Board of Directors.Investors are requested to pay attention on it.1.5 Chairman of the Board of the Company Mr.Wang Jianyu,Person in charge of Accounting Affairs and concurrently General Manager Mr.Ao Yingchun,Person in charge of Accounting Organ Yu Deshan hereby confirm that the Financial Report o
6、f the Annual Report is true and complete.2.Company Profile 2.1 Basic information Stock abbreviation S*ST Sunrise,*ST Sunrise B Stock code 000030,200030 Stock Exchange listed on Shenzhen Stock Exchange Registered address Tairan Industrial Zone,Chegongmiao,Shenzhen,Guangdong,PRC Post code of registere
7、d address 518040 Office address The 4th Floor East,203 Block,Tairan Industrial Zone,Chegongmiao,Shenzhen,Guangdong Post code of Office address 518040 Internet website of the Company http:/E-mail of the Company 2.2 Contact person and method 2 Secretary of the Board of Directors Securities Affairs Rep
8、resentative Name Ao Yingchun Chen Liantan Contract address Secretariat of the Board,4th Floor East,Block 203,Tairan Industrial Zone,Chegongmiao,Shenzhen Secretariat of the Board,4th Floor East,Block 203,Tairan Industrial Zone,Chegongmiao,Shenzhen Tel.(0755)83877511(0755)83875531 Fax(0755)83875212(07
9、55)83875212 E-mail 3.Summary of Accounting Data and Financial Indexes 3.1 Major accounting data Unit:RMB Yuan 2007 2006 Increase/decrease year-on-year（）2005 Before adjustment After adjustment After adjustment Before adjustment After adjustmentOperating income 0.00 81,842,030.77 81,842,030.77Total pr
10、ofit-22,075,217.13 18,660,262.04 18,660,262.04-218.30%-52,275,527.36-52,275,527.36Net profit attributable to shareholders of listed company-22,075,217.13 18,660,262.04 18,660,262.04-218.30%-57,181,772.54-57,181,772.54Net profit after deducting non-recurring gain and loss attributable to shareholders
11、 of listed company-24,381,666.76-16,238,046.00-16,238,046.00-50.15%-65,950,923.81-65,950,923.81Net cash flow arising from operating activities-3,178,361.53-84,197.08-84,197.08 3,764.91%27,499,312.61 27,499,312.61 At the end of 2007 At the end of 2006 Increase/decrease year-on-year（）At the end of 200
12、5 Before adjustment After adjustment After adjustment Before adjustment After adjustmentTotal assets 27,154,777.79 29,826,870.27 29,826,570.27-8.96%39,195,650.77 39,195,650.77Owners equity(shareholders equity)-1,638,393,498.52-1,616,318,281.39-1,616,318,281.39-1.37%-1,649,171,767.48-1,649,171,767.48
13、3.2 Major financial indexes Unit:RMB Yuan 3 2007 2006 Increase/decrease year-on-year（）2005 Before adjustment After adjustmentAfter adjustment Before adjustment After adjustmentBasic earnings per share-0.0765 0.0647 0.0647-218.24%-0.1983-0.1983Diluted earnings per share-0.0765 0.0647 0.0647-218.24%-0
14、.1983-0.1983Basis earnings per share after deducting non-recurring gain and loss-0.0845-0.0563-0.0563 58.08%-0.2287-0.2287Fully diluted return on equity Weighted average return on equity Fully diluted return on equity after deducting non-recurring gain and loss Weighted average return on equity afte
15、r deducting non-recurring gain and loss Net cash flow per share arising from operating activities-0.01-0.0003-0.0003-3,433.33%0.0953 0.0953 At the end of 2007 At the end of 2006 Increase/decrease year-on-year（）At the end of 2005 Before adjustment After adjustmentAfter adjustment Before adjustment Af
16、ter adjustment Net assets per share attributable to shareholders of listed company-5.68-5.60-5.60-5.7180-5.7180 Items of non-recurring gains and losses Applicable Inapplicable Unit:RMB Yuan Item of non-recurring gains and losses Amount 4Net gains/losses from disposal on long-term investment 1,556,94
17、8.91Switching back reserve for impairment withdrawn and projected liabilities 699,460.72Net non-operation income and expense 50,040.00Total 2,306,449.63Items measured by fair value Applicable Inapplicable 3.3 Difference in net profit as audited by PRC GAAP and IFRS Applicable Inapplicable Unit:RMB Y
18、uan PRC GAAP IFRS Net profit-22,075,217.13-22,075,217.13Net assets-1,638,393,498.52-1,638,393,498.52Explanation for difference PRC GAAP and IFRS were almost same,which resulted in no difference 4.Changes in Share Capital and Particulars about Shareholders 4.1 Statement of change in shares Unit:share
19、 Before the change Increase/decrease in this time(+,-)After the change Number of shares Proportion(%)Issuance of new sharesBonus sharesCapitalization of public reserve Other Subtotal Number of shares Proportion(%)I.Nontradable shares 208,560,000 72.31%208,560,000 72.31%1.Sponsor shares 191,400,000 6
20、6.36%191,400,000 66.36%Including:Shares held by the State 191,400,000 66.36%191,400,000 66.36%Shares held by domestic legal person Shares held by overseas legal person Others 2.Raised legal persons shares 17,160,000 5.95%17,160,000 5.95%3.Inner employee shares 4.Preference shares or 5others II.Trada
21、ble shares 79,860,000 27.69%79,860,000 27.69%1.Ordinary RMB shares 40,260,000 13.96%40,260,000 13.96%2.Domestically listed foreign shares 39,600,000 13.73%39,600,000 13.73%3.Overseas listed foreign shares 4.Others III.Total shares 288,420,000 100.00%288,420,000 100.00%4.2 Statement of shares held by
22、 the top ten shareholders and the top ten tradable shareholders Unit:share Total number of shareholders 13,729Particulars about shares held by the top ten shareholders Name of shareholders Nature of shareholders Proportion(%)To t a l number of shares held Number of nontradable shares held Number of
23、shares pledged or frozenSHENZHEN LIONDA GROUP CO.,LT D.State-owned legal person 66.36%191,400,000 191,400,000 191,400,000SHENZHEN COLOURED METAL FINANCIAL CO.LTD.Domestic non-state-owned legal person 1.83%5,280,0005,280,000 0SHENZHEN INTERNATIONAL TRUST&INVESTMENT CO.Domestic non-state-owned legal p
24、erson 1.83%5,280,0005,280,000 0SHENZHEN HUACHENGDA INVESTMENT HOLDING CO.,LTD.Domestic non-state-owned legal person 1.37%3,960,000 3,960,000 3,960,000SHENZHEN GUOYIN INVESTMENT DEVELOPMENT CO.,LTD.Domestic non-state-owned legal person 0.92%2,640,000 2,640,000 2,640,000LIUZHOU JIALI REAL ESTATE DEVEL
25、OPMENT CO.,LTD.Domestic non-state-owned legal person 0.63%1,810,000 0 CHINA EVERBRIGHT HOLDINGS CO.LTD Foreign legal person 0.50%1,429,798 0 SU MING Domestic natural 0.38%1,110,000 0 6person XIAO DAI LAN Foreign natural person 0.30%857,878 0 DENG ZHI Foreign natural person 0.19%559,700 0 Particulars
26、 about shares held by the top tradable ten shareholders Name of shareholders Numbers of tradable shares held Type of shares LIUZHOU JIALI REAL ESTATE DEVELOPMENT CO.,LTD.1,810,000 RMB ordinary shares CHINA EVERBRIGHT HOLDINGS CO.,LTD 1,429,798 Domestically listed foreign shares SU MING 1,110,000 RMB
27、 ordinary shares XIAO DAI LAN 857,878 Domestically listed foreign shares DENG ZHI 559,700 Domestically listed foreign shares WU SHU PING 480,000 RMB ordinary shares NI MIN 470,000 Domestically listed foreign shares GAO SHAO HUA 458,100 Domestically listed foreign shares XU YONG SHAN 425,900 RMB ordi
28、nary shares LI DONG 410,000 Domestically listed foreign shares CEHN JIAN XIONG 393,300 Domestically listed foreign shares Explanation on associated relationship among the above shareholders or acting-in-concert The Company is not aware of whether there is any relationship among the top ten tradable
29、shareholders and between the top ten tradable shareholder and legal persons shareholder,or whether there is any action-in-concert among them as defined in the Administrative Rules on Information Disclosure about Changing of Shareholding Status.4.3 Particulars about the controlling shareholders and a
30、ctual controllers of the Company 4.3.1 Particulars about change in the controlling shareholders and actual controllers of the Company Applicable Inapplicable 4.3.2 Introduction to detail situation for the controlling shareholders and the actual controllers 7(1)The Controlling shareholders Shenzhen L
31、ionda Group Co.,Ltd.,the controlling shareholder of the Company,was incorporated in Jun.1997 with registered capital of RMB 586.49 million.Mr.Yang Fenbo was the legal representative.The company was involved in investing and starting of industrial(subject to report individually),domestic commerce,goo
32、ds supplying(special and monopolized goods not included),international trading(as set by the qualification certification),and developing of land No.T306-0013.(2)The actual controllers Shenyang Huirong Industrial Co.,Ltd.and Mr.Guo Tao were the actual controllers of the Company.Through the self-inspe
33、ction in the 3rdQuarter 2007 of the Company,407 employees from the union of Shenzhen Lionda Group Co.,Ltd together with the union of Shenzhen Yili Industrial Co.,Ltd.held 100.00 million shares of the Shenzhen Lionda Group Co.,Ltd.in total.These 100.00 million shares of Shenzhen Lionda Group Co.,Ltd.
34、were managed by Shenyang Huirong Industrial Co.,Ltd.in trust through signing Share Transferred and Trusted Agreement on Dec.31,2004,and would transact the transferred procedure once the conditions in line with the laws and regulations qualified.Subsequently,Shenyang Huirong Industrial Co.,Ltd.became
35、 the actual controller of Shenzhen Lionda Group Co.,Ltd.The investment of Shenyang Ronghui Industrial Co.,Ltd.as follows:Zhao Shufan with RMB 30.00 million,Guotao with 70.00 million,Therefore,Shenyang Huirong Industrial Co.,Ltd.and Guo Tao become the actual controller of Guangdong Sunrise Holdings C
36、o.,Ltd.However,it was attributable to trusting conduct that 100.00 million shares of Shenzhen Lionda Group Co.,Ltd.were managed by Shenyang Huirong Industrial Co.,Ltd.in trust through Share Transferred and Trusted Agreement on Dec.31,2007,whats more,the condition in lines with laws and regulations o
37、f transferring was not qualified,so the transferred procedure with industry and commercial organization was finished not yet,Therefore,the Company didnt perform the duty of disclosing information on changing the actual controller.But the Company published the actual situation on public notice(For fu
38、rther information,please refer to Rectification Report on Special Inspection on Corporate Governance of Listed Companies from Shenzhen Securities Bureau on Oct.30,2007)with content that:On one side,the Company would perform its duty to disclose information in line with Regulations on Takeover of Lis
39、ted Companies from CSRC,on the other side,the Company would supervise and urge Shezhen Lionda Group Co.,Ltd.,actual controller of the Company to perform obligation to disclose related information.Information of legal actual controller:Shenyang Huirong Industrial Co.,Ltd.was founded on Oct.28,1999 wi
40、th registered capital RMB 100.00 million,the legal representative was Zhao Shuyuan.And the scope of business included:enterprise management;production and sale of purified water,mountain spring water,drinks,drinking water equipment,household appliance equipment;hardware and electrical appliance,deco
41、ration materials,grocery wholesale industry,retail,manufacture and sale of PC barrel.4.3.3 Property right and controlling relationship between the actual controller of the Company and the Company 8 5.Particulars about Directors,Supervisors and Senior Management 5.1 Particulars about changes in share
42、s held by directors,supervisors and senior management Equity incentive granted during the report period Name Title Sex Age Beginning date of office term Ending date of office term Number of shares held at the year-begin Number of shares held at the year-end Reasons for change Total payment drawn fro
43、m the Company in the report period(RMB0000)Number of shares to be exercise Number of share exercised Exercise price Market price of stock at the period-end Drawing payment from the shareholding companies or other related parties or not(Yes/No)Wang Jianyu Chairman of the Board Male 42 24 May 2005 24
44、May 2008 0 0 16.20 0 0 0.00 0.00 No Ao Yingchun General Manager Secretary of the Board Male 39 24 May 2005 24 May 2008 0 0 13.40 0 0 0.00 0.00 No Xie Heng Director Male 36 24 May 2005 24 May 2008 0 0 0.50 0 0 0.00 0.00 Yes Yu Deshan Director Male 30 24 May 2005 24 May 2008 0 0 10.20 0 0 0.00 0.00 No
45、 Guo Shiping Independent Director Male 50 24 May 2005 24 May 2008 0 0 3.00 0 0 0.00 0.00 No Ma Hong Independent Director Male 40 24 May 2005 24 May 2008 0 0 3.00 0 0 0.00 0.00 No Ban Wu Independent Male 62 24 May 2005 24 May 2008 0 0 3.00 0 0 0.00 0.00 No Guo Tao70%Shenyang Huirong Industrial Co.,Lt
46、d.Shenzhen Lionda Group Co.,Ltd.Guangdon Sunrise Holdings Co.,Ltd.100%66.36%9Director Gong Yiheng Supervisor Female 35 24 May 2005 24 May 2008 0 0 0.30 0 0 0.00 0.00 Yes Niu Suyan Supervisor Female 51 24 May 2005 24 May 2008 6,000 6,000 10.60 0 0 0.00 0.00 No Chen Hong Supervisor Female 37 24 May 20
47、05 24 May 2008 0 0 9.90 0 0 0.00 0.00 No Total-6,000 6,000-70.10 0 0-Numbers of shares futures and restricted shares of the Company entitled to the foresaid members.A pplicable Inapplicable 6 Report of the Board of Directors 6.1 Discussion and analysis by the management team During the report period
48、,the Company has no main operations.In 2007,the short-term loan of the Company reached RMB 468 million,financial expenses of the Company in the report period reached RMB 22,675,168.75,and the administrative expenses of the Company amounted RMB 3,555,210.04,which cause the loss of the Company,and net
49、 profit amounted RMB-22,075,217.13.But the operation result of the Company actualized profit in 2006,because the Company cleaned up non-recurring funds of the Company for RMB 57,364,800 occupied by associated parties in the 3rd quarter 2006,the Company switched reserve for uncollectible accounts for
50、 RMB 34,537,200,which helped the Companys operating achievement realize profit in the last year.During the report period,the Company actively drove share merger reform.Resolution on Share Merger Reform was approved in the Shareholders Meeting of the Company through voting on 15 Jan.2007.Owing to the
