意见反馈 手机随时随地看行情

公司公告

东旭B:2014年第三季度报告正文(英文版)2014-10-18  

						                                                       Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014




Stock code:000413、200413            Abbreviation:Dongxu Optoelectronic, Dongxu B               Announcement::2014-076




                   Dongxu Optoelectronic Technology Co., Ltd.
                               The Third Quarterly Report 2014

                                                 I. Important Notice

The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives of the Company
hereby guarantees that there are no misstatement, misleading representation or important omissions in this report
and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof.
All of the directors presented the board meeting at which this Quarterly Report was examined.
Mr. Li Zhaoting, The Company leader, Mr. Li Quannian, Chief financial officer and the Mr..Xie Guozhong, the
person in charge of the accounting department (the person in charge of the accounting )declare: the financial
report carried in this report is authentic and completed



                  II. Main financial data and changes of shareholders

I.Main accounting data and financial Index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed
and accounting error correction or not.
□ Yes   √ No

                                                 End of the report
                                                                           End of last year                Year-on –year change
                                                      period

            Gross assets(RMB)                  11,128,871,914.56               9,032,978,401.14                               23.20%

Net assets attributable to the shareholders of
                                                  6,417,992,534.13               5,813,673,715.04                               10.39%
         the listed company(RMB)

                                                                                          Between beginning of     Change from the
                                                                      Year-on      year
                                                 This report period                       the year to the end of   same period last
                                                                      change
                                                                                              the report period          year

         Operating income(RMB)                     277,516,137.53             -1.78%          1,187,490,880.62            120.90%

Net profit attributable to the shareholders of       196,782,158.19             95.07%            604,318,819.09            181.28%


                                                                                                                                         1
                                                       Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014


         the listed company(RMB)

 Net profit after deducting of non-recurring
 gain/loss attributable to the shareholders of         17,833,620.22                   -82.32%         283,168,493.76           136.17%
          listed company(RMB)

Cash flow generated by business operation,
                                                        --                        --              -1,797,375,854.05              -1.24%
                  net(RMB)

    Basic earning per share(RMB/Share)                             0.07                -36.36%                   0.22           -31.25%

              Diluted gains per
                                                                   0.07                -36.36%                   0.22           -31.25%
        share(RMB/Share)(RMB/Share)

Weighted average income/asset ratio(%)                     3. 11%                     1.28%                  9.88%            -3. 53%



Items and amount of non-current gains and losses
√Applicable □Not applicable
                                                                                                                                 In RMB

                                                                          Amount from beginning of
                                 Items                                    the year to the end of the                    Notes
                                                                                report period

Non-current asset disposal gain/loss(including the
write-off part for which assets impairment provision is                                     -97,588.53
made)
Governmental Subsidy accounted as current gain/loss, except for
those subsidies at with amount or quantity fixed by the national
                                                                                        405,595,993.81
government and closely related to the Company’s business
operation.

Consigning fee received for cosigned operation                                            4,500,000.00

Net amount of non-operating income and expense except the
                                                                                          1,936,758.05
aforesaid items

Less:Amount of influence of income tax                                                  83,074,073.43

Amount of influence of minority interests(after tax)                                      7,710,764.57

Total                                                                                   321,150,325.33                   --

For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and
its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure
for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as
recurring gains and losses, it is necessary to explain the reason.
□ Applicable√ Not applicable

None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information
disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.



                                                                                                                                          2
                                                         Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014


II.Total number of shareholders and shareholding of top 10 shareholders by the end of the report period

(1) Total number of common shareholders and shareholding of top 10 common shareholders by the end of the
report period

                                                                                                                                  In Shares

Total number of shareholders at the      159,876 (including148,587shareholders holding A shares and11,289shareholders holding B
end of report period                                                                                                               shares)

                                         Particular about shares held by top ten shareholders

                                                                                                 Amount of         Pledging or freezing
                                                                    Share                      tradable shares
                                              Properties of
            Shareholder name                                     proportion      Quantity           with         Status of
                                              shareholder                                                                      Quantity
                                                                      %                         Conditional      the shares
                                                                                                    held

                                          Domestic
Dongxu Group Co., Ltd.                    Non-State-owned            14.40%     390,093,000      390,093,000 Pledge           390,093,000
                                          legal person

Huarong Secrities - ICBC - Huarong
Fixed Growth No. 1 Limited-amount Other                              13.71%     371,517,000
Specific Asset Management Program

                                          Domestic
Shijiazhuang Baoshi Electronic Group
                                          Non-State-owned            12.27%     332,380,950                      Pledge       267,420,148
Co., Ltd.
                                          legal person

Lion Fund -ICBC-Lion Golden lion
                                          Other                       3.69%     100,000,000
No.22Asset Management Program

Guangfa Securities Co., Ltd.              Other                       1.86%      50,507,210

Pingan Securities Co., Ltd                Other                       1.72%      46,622,245

Bank of China-Jingshun Great wall
has strategy selection, arranging flexible Other                      1.06%      28,599,808
mixed securities investment funds.

                                          Domestic natural
Yao Yanbin                                                            0.48%      13,000,004
                                          person

KGI ASIA LIMITED                          Foreign legal person        0.39%      10,563,264

                                          Foreign natural
YAO XIU GUANG                                                         0.36%        9,832,900
                                            person

                                      Shareholding of top 10 shareholders of unrestricted shares

                                                                 Quantity of unrestricted                     Share type
                  Name of the shareholder                        shares held at the end of
                                                                                                    Share type                Quantity
                                                                   the reporting period

Huarong Secrities-ICBC-Huarong Fixed Growth No. 1                           371,517,000 RMB Common shares                   371,517,000


                                                                                                                                             3
                                                        Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014


Limited-amount Specific Asset Management Program

Shijiazhuang Baoshi Electronic Group Co., Ltd.                              332,380,950 RMB Common shares                332,380,950

Lion Fund - ICBC - Lion Golden lion No.22Asset
                                                                            100,000,000 RMB Common shares                100,000,000
Management Program

Guangfa Securities Co., Ltd.                                                 50,507,210 RMB Common shares                 50,507,210

Pingan Securities Co., Ltd                                                   46,622,245 RMB Common shares                 46,622,245

Bank of China-Jingshun Great wall has strategy selection,
                                                                             28,599,808 RMB Common shares                 28,599,808
arranging flexible mixed securities investment funds.

Yao Yanbin                                                                   13,000,004 RMB Common shares                 13,000,004

                                                                                          Foreign shares placed in
KGI ASIA LIMITED                                                             10,563,264                                   10,563,264
                                                                                          domestic exchange

                                                                                          Foreign shares placed in
YAO XIU GUANG                                                                 9,832,900                                     9,832,900
                                                                                          domestic exchange

Jingshun Great wall Fund-CCB-China Life-China life
commissioned Great Wall Jingshun fund company managed                         9,658,800 RMB Common shares                   9,658,800
stock combination of assets.

                                                              Among the shareholders, Dongxu Group and Baoshi Group have
                                                              relationship with each other. The Company does not know whether
Explanation on associated relationship                        there is relationship between top 10 unknown ordinary shareholders
among the aforesaid shareholders                              and top 10 unlimited    ordinary shareholders, does not know whether
                                                              they are persons taking concerted action defined in Administrative
                                                              Measures Relating to Acquisitions of Listed Companies.

                                                              Among the top 10 unconditional common share shareholders, Baoshi
                                                              Group holds 62,356,500 A shares of the Company through stock
Participation of top 10 unconditional common share
                                                              account with credit transaction and guarantee, Yao Yanbin holds
shareholders in securities margin trading (if any)
                                                              4,000,004 A shares     through stock account with credit transaction and
                                                              guarantee.The total amount is 66,356,504 shares.

Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of
unconditional common shares in the report period
□ Yes √ No

No agreed re-purchasing is performed by the Company’s shareholders in the report period.

(2) Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the
report period

□ Applicable√ Not applicable




                                                                                                                                         4
                                                         Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014




                                                   III. Significant Events

     I. Particular about large-margin change of main accounting statement item and financial index and its
     reason.

     √ Applicable □ Not applicable

                                                                          Rate of
           Item in          Amount at the end of     Amount at the
No                                                                        change                       Reason for change
         statements                period          beginning of period
                                                                           (%)

                                                                                    Owing to increasing investment in Glass substrate
1     Monetary capital        1,484,756,405.34      2,586,660,951.04     -42.60%
                                                                                    production line construction in current period.

                                                                                    Mainly due to the substantial growth in business,
                                                                                    accounts receivable not reach payback period increased
          Account
2                             1,551,672,220.19       943,285,462.11       64.50%    and the construction project funds of the acquired
          receivable
                                                                                    Swiss Italian company were not in the collection
                                                                                    period.

                                                                                    Mainly due to land auction deposits and project
3     Other receivable         100,234,985.95        29,300,640.49       242.09%
                                                                                    procurement funds increased.

                                                                                    Due to Wuhu glass substrate production line transferred
4        Fixed assets         1,353,817,433.06       141,108,554.36      859.42%
                                                                                    to fixed assets.

5     Intangible assets        221,831,956.17        112,787,665.77       96.68%    Due to increasing land use rights in current period.

6     Short-term loans        1,190,000,000.00       580,000,000.00      105.17%    Due to the bank loans increased.

                                                                                    Due to the income increased caused by increased
7     Operational profit      1,187,490,880.62       537,579,949.47      120.90%
                                                                                    business scale in current period.

      Non-operational                                                               Due to the substantial increase in R & D subsidies, tax
8                              412,048,332.70        122,878,190.43      235.33%
            profit                                                                  rebates and other government grants received.

                                                                                    Mainly due to the increasing expansion of the
      Cash flow
                                                                                    company's business, the substantial increase in
      generated by
9                            -1,797,375,854.05     -1,775,315,017.44     -1.24%     equipment and materials procurement expenses for
      business
                                                                                    glass substrate production line stocking by affiliated
      operations, net
                                                                                    company Wuhu equipment company.

          Cash flow
                                                                                    Due to Wuhu glass substrate production line
        generated by
10                           -1,010,514,815.05      -1,910,248,558.99     47.10%    construction spending was less than same period last
         investment
                                                                                    year.
        activities, net
         cash flows
        generated by
11                            1,827,636,161.20      5,624,567,903.13     -67.51%    Mainly due to the previous period raise funds
          financing
          activities



                                                                                                                                      5
                                                    Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014


II. The progress of significant events and influence, as well as the analysis and explanation on resolving
proposal.

√ Applicable □ Not applicable

1. In order to further improve the corporate governance structure, corporate incentives system and enhance the
core sense of responsibility and mission of company directors, senior management and core members of technical
and operational, realizing sustainable, rapid and healthy development of the company, ensuring the realization of
the development goals of the company. The 15th Meeting of the Seventh Board of Directors and 2014 Second
provisional shareholders’ general meeting examined and passed the Company Incentive Plan (draft)" and the
Summary which plans to distribute no more than 3.42 million shares of restricted stock (reserved 0.34 million
shares of restricted stock) as incentive grants.
2.The Company 18th Meeting of the Seventh Board of Directors and 2014 Second Provisional shareholders’ general
meeting approved that the company decide to repurchase part of domestically listed foreign shares (B shares), the
main purpose of the repurchase is to enhance investor confidence in the company, enhance corporate value,
prompt the company to return to a reasonable level value and maximize the interests of shareholders.
3.On September 1, 2014, the company and the transferor Ji Xing New Material Investment (Hong Kong) Co., Ltd.
signed a letter of intent on the acquisition of Jiangsu Ji Xing New Material Co., Ltd ., intends to acquire 50.5%
stake of it. Under the agreement, the company is carrying out preparatory research on Jiangsu Ji Xing New
Material Co., Ltd .
                                                                                     Description of the website for disclosing
 Description of provisional announcement               Date of disclosing
                                                                                           provisional announcements

Announcement of Resolutions of the 15th                                             China Securities Daily, Hong Kong
 Meeting of the Seventh Board of Directors August 19, 2014                          Commercial Daily and
 (Equity incentive)                                                               www.cninfo.com.cn

Announcement of Resolutions of the 8th                                              China Securities Daily, Hong Kong
Meeting of the seventh Supervisors          August 19, 2014                         Commercial Daily and
Committee(Equity incentive)                                                       www.cninfo.com.cn

Announcement of Resolutions of the 18th                                             China Securities Daily, Hong Kong
Meeting of the Seventh Board of Directors September 15,2014                         Commercial Daily and
( Re-purchasing of B shares)                                                      www.cninfo.com.cn

Announcement of Resolutions of the                                                  China Securities Daily, Hong Kong
second provisional shareholders’ general   October 8,2014                          Commercial Daily and
meeting in 2014.                                                                    www.cninfo.com.cn


III.The commitments of the Company and its shareholders holding over 5% of the Company’s total shares
in the report year of extending to the report year from previous year.

√ Applicable □ Not applicable



                                                                                      Time of
                                                                                                    Period of
      Commitment            Commitment maker                  Contents                 making                     Fulfillment
                                                                                                  commitment
                                                                                    commitment



                                                                                                                                 6
                                                       Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014


                                                  If listed companies plans to sell
                                                  tradable stocks through the bid trading
                                                  system of Shenzhen Stock Exchange
                                                  and sell greater than 5% of shares
                                                  within six months after the first sales,
                            Shijiazhuang Baoshi
Commitment on share                               will disclose the contents specified by                    Long-term   Under
                            Electronics Group                                                July 23, 2009
reform                                            the Form Guide to Prompt                                   effective   Fulfillment
                            Co., Ltd
                                                  Announcement of Removing
                                                  Restriction on Sales of Non-tradable
                                                  Stocks of Listed Companies through
                                                  the prompt announcement of
                                                  disclosing sales of listed companies.

Commitment in the
acquisition report or the
report on equity changes

Commitment made
upon the assets
replacement

                                                  1.From the date of commitment letter
                                                  issued, except the managed hosting
                                                  company for Dongxue
                                                  Optoelectronic , this company and
                                                  majority-owned subsidiaries do not in
                                                  any way, directly or indirectly
                                                  engaged in business and Dongxue
                                                  Optoelectronic and its subsidiaries are
                                                  the same, or similar, future Dongxue
                                                  Optoelectronic shares and its
                                                  subsidiaries are not engaged in the
                            1.Dongxu Group,       same or similar businesses.
Commitments made            2.Shijiazhuang Baoshi 2.The company assurances against the                       Long-term   Under
                                                                                             April 1, 2012
upon issuance               Electronics Group     use of precious stones share any act                       effective   Fulfillment
                            Co., Ltd.             prejudicial to the control relationship
                                                  of Dongxu Optoelectronic interests
                                                  and its wholly-owned subsidiaries,
                                                  holding, or causing Dongxue
                                                  Optoelectronic shares and its
                                                  wholly-owned subsidiaries, holding
                                                  form business competition decisions.
                                                  3. The company will not directly
                                                  invest, purchase and Dongxu
                                                  Optoelectronic identical or similar
                                                  business enterprises and projects.
                                                  4.If the assets owned by the Dongxu

                                                                                                                                       7
                         Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014


                    Optoelectronic . compete with , the
                    company will adopt effective
                    measures and give up the same
                    business. 5. If the company has
                    horizontal competition with Dongxu
                    Optoelectronic and lead to lose to it,
                    the company will bear all the
                    responsibilities.
                    6. Before December 31, 2015, by way
                    of designated placement, the company
                    will transfer all the shares that
                    Dongxu Optoelectronic Investment,
                    entrusted to Zhengzhou Xufei
                    company and all the shares that are
                    entrusted to Baoshi Group, to Dongxu
                    Optoelectronics; Before December 31,
                    2016, by way of designated
                    placement, the company will transfer
                    all the shares that Dongxu Group
                    entrusted to Dongxu Yingkou and
                    Sichuan Xuhong to Dongxu
                    Optoelectronics. Within the time limit
                    mentioned above, if there were the
                    external factors such as a depression
                    of industry as a whole, or the changes
                    in regulatory requirements, which
                    lead to the result that the shares of
                    hosting company can not meet the
                    requirements of capital investment, Li
                    Zhaoting, the actual controller,
                    Dongxu Optoelectronic Investment ,
                    Dongxu Group and Baoshi Group as
                    well as the company will actively
                    negotiate with related parties,
                    continue to entrust the above
                    mentioned shares and the power of
                    management to Dongxu
                    Optoelectronics. Within the period
                    when the company is still the
                    controlling shareholder of Dongxu
                    Optoelectronics, the commitments are
                    in effect.

Dongxu Group Co.,   Dongxu Group Co., Ltd. subscribed                         From April   Under
                                                             April 17, 2013
Ltd.                for 25.01% of the shares privately                        18, 2013 to Fulfillment


                                                                                                        8
                                                       Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014


                                                  issued by the Company and promised                     April 17,
                                                  that the period of sale restriction of                 2016.
                                                  such shares was 36 months from the
                                                  first day of listing.

                                                  If Dongxu Group loses the case in
                                                  which U.S. Conning sued Dongxu
                                                  Group in respect of infringement upon
                                                  business secrets according to the final
                                                  judgment of China's court and
                                                                                                                     The two sides
                                                  economic losses are thus incurred to
                                                                                                                     have signed
                                                  the production and operation of panel
                          1.Dongxu Group,                                                                            an
Other commitments                                 display glass substrate by the
                          2.Shijiazhuang Baoshi                                             October 1,   Long-term   agreement,
made to minority                                  Company and its subsidiaries, our
                          Electronics Group                                                 2012         effective   the court has
shareholders                                      company will compensate the
                          Co., Ltd.                                                                                  been closed
                                                  Company and its subsidiaries for the
                                                                                                                     in mediation
                                                  economic losses thus incurred. After
                                                  the non-public issue of controlling
                                                  shareholders Dongxu Group is
                                                  committed to compensate the
                                                  economic losses of Baoshi group and
                                                  its subsidiaries

Executed timely or not? Yes


IV.Prediction of Business performance for 2014.

Estimation of 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 of reason.

□ Applicable √ Not applicable


V. Securities investment

□ Applicable √ Not applicable
There is no securities investment during the report period.


VI. Derivative investment

□   Applicable √ Not applicable

There is no derivative investment during the report period.




                                                                                                                                     9
                                                     Dongxu Optoelectronic Technology Co., Ltd The Third Quarterly Report 2014


VII. The registration form of acceptance of investigation, communication and interview in the report
period for future reference

√ Applicable □ Not applicable

                                                                                                         Content of discussion and
       Date              Place        Mode             Type                     Visitor
                                                                                                            materials provided

                                                                                                        Visit the company
                                                                                                        showroom, understand the
                                   Onsite
January 6, 2014      The Company                   Organization   Fortune SG Fund, Boshi Fund           raised investment project
                                   investigation
                                                                                                        progress and business scope
                                                                                                        and R & D in 2014.

                                                                  Guangfa Securities, Xinhua Asset,
                                                                  CCB Fund , Haifutong Fund,
                                                                                                        Know about the company
                                                                  Huaxia Fund, ICBC Credit Suisse
                                   Onsite                                                               raise investment project
January 17, 2014     The Company                   Organization   Assets Management Co., Ltd.,
                                   investigation                                                        progress and situation of
                                                                  Manulife Teda fund, Huashang
                                                                                                        main business of 2014
                                                                  Fund, Jingshun Great wall and
                                                                  Dacheng Fund.

                                                                  Guangfa Securities, Jingtai Lifeng,
                                                                                                        Know about the company
                                                                   Guosen Fund, Gfund Management
                                                                                                        raised investment project
                                                                   Co., Ltd., Yimin Fund, CITICPE,
                                                                                                        progress, hosting company
                                   Onsite                          Yinhua Fund, Sun Assets, Kgi
May 12, 2014         The Company                   Organization                                         operations, hosting
                                   investigation                   Securities, Huaxia Fund, Zhongjin
                                                                                                        company investment
                                                                   Company, Hezhong Assets,
                                                                                                        arrangements and future
                                                                   Efunds, Lion Fund and
                                                                                                        development strategy.
                                                                   Changsheng Fund

                                                                                                        Know about the company
                                                                  Cathay Securities, Capital            raised investment project
                                                                    Securities Investment, Taishin      progress, hosting company
                                   Onsite
June 18,2014         The Company                   Organization     Securities, 、United Securities     operations, performance
                                   investigation
                                                                    and Zhaofeng International          description of whole year
                                                                    Securities Investment               2013 and the first quarter of
                                                                                                        2014
                                                                                                        Know about the company
                                                                                                        production and operation,
January 1, 2014 to
                     The Company Telephone         Individual     Investor                              raised investment project
September 30,2014
                                                                                                        progress and hosting
                                                                                                        company operation.


                                                                    Dongxu Optoelectronic Technology Co., Ltd.
                                                                    Chairman of the Board:Li Zhaoting
                                                        Issue day approved by the Board of Directors:October 17,2014




                                                                                                                                     10