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