China Jushi FY2010: Subsidiaries and invested companies

The listed company held 51% of Jushi Group at the end of FY2010. Jushi manufactured and sold glass fiber and composite-material products, forming the principal operating subsidiary. Its management summary reports assets of CNY 15,062,327,400 and annual net profit of CNY 478,395,200. These are subsidiary measures converted from the original ten-thousand-yuan presentation, not the listed-company owner-profit measure or a figure to add again to consolidated profit. The summary gives registered capital of USD 256,208,100, whereas the consolidation table displays USD 256,200,000 using less precise ten-thousand-dollar units. Both original presentations are retained; the difference does not establish a capital change. Control brings the subsidiary into consolidated accounts, while minority interests remain separate. Jushi wholly owned its Jiujiang and Chengdu subsidiaries, but that lower-tier 100% ownership must not be relabeled 100% economic ownership by the listed issuer. The proposed acquisition of the remaining 49% of Jushi was still pending regulatory review at financial-report authorization.

Reported ownership percentage / 2010 / jushi group subsidiary

51%

Reported registered capital / 2010 / jushi group consolidation table

256,200,000 USD

Reported registered capital / 2010 / jushi group management summary

256,208,100 USD

Reported subsidiary total assets / 2010 / jushi group subsidiary

RMB 15,062,327,400

Reported subsidiary net profit / 2010 / jushi group subsidiary

RMB 478,395,200

The issuer held 97.22% of Beixin Technology Development. The FY2010 management summary reports registered capital of CNY 90,000,000, assets of CNY 244,804,800 and net profit of CNY 21,279,000. The original asset and profit amounts use ten-thousand-yuan units. The consolidation table classifies Beixin as a trading enterprise, while the narrative business scope includes new-material research, production and sales, distribution and industrial investment. A permitted business scope does not establish separately realized revenue from every activity. Beixin's subsidiary results are already within the group consolidation perimeter and are not an extra earnings layer to add to group profit. Its lower-tier operations include Baoyu industrial trading and the Beijing Luxin home-furnishings market. Baoyu has 50% recorded ownership but 100% voting rights and is consolidated because the note states that Beixin exercises substantive control. A 50% equity label therefore does not, by itself, mean this subsidiary is outside consolidation.

The subsidiary tables identify Jushi Jiujiang and Jushi Chengdu as production enterprises, wholly owned within Jushi. Jiujiang Mining, below Jiujiang, processes and sells calcium oxide, calcium carbonate and fluorite, connecting the organizational structure to manufacturing inputs. The South African Huaxia composite-material company is classified as production, with glass-fiber and fiber-product manufacturing and sales within its stated business scope. It has a 60% stake within Jushi and registered capital displayed as USD 4,000,000. This differs from the South African Huaxia industrial company, a trading entity registered in Johannesburg. Other overseas companies in Hong Kong, Canada, Korea, India, Italy, Spain, Singapore and France are predominantly described as trading businesses. Their scopes include fiber sales and related equipment or raw-material trade, but the scope does not quantify actual revenue by activity. Registration in a city is not a verified factory address. The ownership percentages are subsidiary-level table values; they do not establish that the listed issuer directly holds the same percentage in every lower-tier entity.

Reported registered capital / 2010 / south africa production subsidiary

4,000,000 USD

The report states that the consolidated subsidiary count increased by one: two newly established companies and two equity acquisitions entered, while three entities exited. The newly established entities were Jushi Singapore and Jushi France; the acquired entities were Jushi Panding Electronic Base Materials and Zhejiang Beite Refractory Materials. The exits were Shenzhen Zhujiang Junan Cement Products after a partial disposal and loss of control, Qibai Ceramics after disposal of all shares, and Shangmei Home Building Materials through deregistration. A net increase of one therefore understates the amount of organizational change if read without the gross entries and exits. The table reports Singapore closing net assets of CNY 4,581,420.31 and current-period net profit of CNY 1,290,157.51; France has CNY 5,633,798.27 and CNY 1,301,171.51 respectively. These are the newly included entities table figures. The source does not make them interchangeable with standalone full-year profit before consolidation or the listed-owner share. Expansion, acquisition and an exit from consolidation remain different events.

Reported subsidiary net assets / 2010 / singapore newly included table

RMB 4,581,420.31

Reported subsidiary net profit / 2010 / singapore newly included table

RMB 1,290,157.51

Reported subsidiary net assets / 2010 / france newly included table

RMB 5,633,798.27

Reported subsidiary net profit / 2010 / france newly included table

RMB 1,301,171.51

Panding Electronic Base Materials is described as producing and selling glass fiber and related products for information-technology and other high-technology applications. It had formerly been an associate of Jushi; the long-term investment note says Jushi acquired the other 50% during FY2010. The subsidiary table consequently shows 100% ownership within the operating-subgroup structure. This does not remove the listed issuer's minority ownership boundary in Jushi. Zhejiang Beite produces refractory bricks for glass furnaces and is shown at 93% ownership. The newly included entities table reports Panding closing net assets of CNY 254,116,315.64 and current-period net profit of CNY 80,908,577.84. Beite reports CNY 32,213,593.45 of net assets and a net loss of CNY 5,958,517.59. Negative profit is retained as a loss. These figures explain acquired business roles and the table scope; they are not added again to consolidated profit or labeled a precisely identified post-acquisition contribution without a disclosed period bridge. The cited notes do not provide an exact acquisition-completion date for both entities.

The overseas tables show 60% stakes for several operating-subgroup companies, 75% for Singapore and 51% for France. The Canada entry illustrates why a simple capital-amount ratio is not a substitute for the ownership column: registered capital is USD 600,000 and actual contribution is USD 185,000, while the table still records 60% ownership and voting rights. The report also records 60% stakes for the Italian company and South African Huaxia industrial company but explains that minority holders had not completed their contributions. Under their articles, Jushi enjoyed all economic rights according to actual contributions, so the report consolidated them using 100% economic rights for the period. This stated accounting treatment does not rewrite their recorded ownership column or establish that the listed issuer directly owned 100%. Baoyu separately illustrates substantive control despite 50% equity and 100% voting rights. The explanations preserve the difference between registered ownership, cash contribution, voting rights and consolidated economic rights rather than multiplying or substituting them into a single unsupported ownership number.

Shareholders approved the proposed share-funded acquisition of the remaining 49% of Jushi at the meeting of November 1, 2010. The proposed seller stakes were 11.5%, 11%, 18.5% and 8%, which sum to 49%. The balance-sheet subsequent-events note says that completion would make Jushi wholly owned by the listed company, but the transaction was still under review by the China Securities Regulatory Commission when the financial report was authorized. Shareholder approval and proposed future ownership therefore do not establish a completed 100% acquisition at the FY2010 year-end. The current 51% ownership remains the historical boundary for interpreting subsidiary results and minority interests. The proposed integration is material to the listed issuer's ownership of the principal operating business, while its share consideration, dilution, forecasts and commitments require their own shareholder explanation. No later annual-report completion is inserted into this historical stage.

Equity-accounted investments were distinct from consolidated manufacturing subsidiaries. The long-term investment note lists activities in building-material trade, coal and import-export, property development, architectural glass, and cement products. Reported stakes include 30% in Shanghai Huajian, 35.32% in Nanjing Huafu, 49% in Shenzhen Zhujiang Building Materials, 47.20% in Luoyang Xinjingrun Glass Engineering and 25% in Shenzhen Dapeng Cement. Junan Cement Products was no longer consolidated after a partial disposal and was recorded at 50% under the equity method, with CNY 15,299,750 in the closing investment table. The table totals CNY 117,869,653.74 before impairment, compared with CNY 186,885,365.96 opening. Deducting CNY 12,647,435.72 of impairment reconciles the closing total to the CNY 105,222,218.02 net asset on the consolidated balance sheet. Panding left the investment table because acquiring the remaining stake brought it into consolidation. Neither the gross investment amount nor the net asset equals investee revenue or total assets. Investee results are not mechanically added to group sales or profit; equity-accounted results enter through the relevant investment-income treatment. This clarification replaces the earlier broad carrying-amount label while preserving its original evidence and historical version.

The transaction table dates the purchase of the remaining 50% of Panding and the acquisition of 93% of Beite to June 2010. It supplies a month, not an exact completion day. The disclosed prices were USD 12,680,000 and USD 5,210,000 respectively, and the ownership and debt-transfer columns were marked completed. Panding sellers were listed as unrelated parties; the Beite transaction included a related-party purchase. The related-party table isolates a 33% Beite portion bought from Zhenshi for USD 1,850,000, settled in cash. That portion had a disclosed book value of CNY 12,596,797 and an assessed value of CNY 12,612,600. It is not the price for the entire 93% acquisition. Original dollar consideration, yuan valuation and consolidated acquisition cash-flow amounts retain their different currencies and scopes; the report does not provide a complete exchange-rate and payment bridge that would make them interchangeable.

Reported acquisition consideration / 2010 / panding remaining 50 percent

12,680,000 USD

Reported acquisition consideration / 2010 / beite 93 percent

5,210,000 USD

Reported acquisition consideration / 2010 / beite related 33 percent

1,850,000 USD

Reported acquisition book value / 2010 / beite related 33 percent

RMB 12,596,797

Reported acquisition assessed value / 2010 / beite related 33 percent

RMB 12,612,600

The company sold a 30% stake in Junan Cement Products on December 31, 2010, for CNY 46,104,000. The transaction table separately reports CNY 43,655,673.73 of disposal gain and CNY 637,818.86 of profit contributed before sale. Neither figure is cash proceeds. Junan ceased consolidation and the remaining investment was accounted for under the equity method. At group level, CNY 50,549,919.14 of long-term investment disposal income, plus CNY 16,245,752.33 of fixed-asset disposal gains and less CNY 6,861,361.72 of fixed-asset disposal losses, reconciles to the CNY 59,934,309.75 nonrecurring disposal line. These classification totals do not provide a complete Junan transaction cash or carrying-value bridge. The disposal table's reported percentage retains its source label without an inferred denominator.

Disposal cash-and-equity consideration / 2010 / junan thirty percent sale

RMB 46,104,000

Reported disposal gain / 2010 / junan thirty percent sale

RMB 43,655,673.73

Reported presale profit contribution / 2010 / junan before sale

RMB 637,818.86

Reported investment disposal income / 2010 / consolidated annual

RMB 50,549,919.14

Reported fixed asset disposal gain / 2010 / consolidated annual

RMB 16,245,752.33

Reported fixed asset disposal loss / 2010 / consolidated annual

RMB 6,861,361.72

Reported nonrecurring disposal result / 2010 / consolidated annual

RMB 59,934,309.75