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RoboSense Technology Co., Ltd Annual Report 2018

Mar 22, 2018

50628_rns_2018-03-22_c55a0a4f-f65b-44da-8c4d-33580c249d2e.pdf

Annual Report

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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LUOYANG GLASS COMPANY LIMITED ANNUAL RESULTS ANNOUNCEMENT FOR 2017

I. IMPORTANT NOTICE

  • 1.1 In order to fully understand the Company’s operating results, financial position and future development plans, investors should carefully read the full text of the Annual Report at the website of Shanghai Stock Exchange (SSE) and other websites designated by China Securities Regulatory Commission (CSRC).

  • 1.2 The Board of Directors, the Board of Supervisors, the directors, the supervisors and senior management of the Company confirm that the information contained in the Annual Report is true, accurate and complete without any false and misleading statements or material omissions, and bear joint and several legal responsibilities.

  • 1.3 All directors of the Company attended the Board meeting.

  • 1.4 PKF Daxin Certified Public Accountants LLP has issued an auditor’s report with standard unqualified opinions for the Company.

– 1 –

1.5 Company Profile

Stock Abbreviation Luoyang Glass Stock Code 600876
Stock Listing Exchange Shanghai Stock Exchange (SSE)
Stock Abbreviation Luoyang Glass LTD Stock Code 01108
Stock Listing Exchange The Stock Exchange of Hong
Kong Limited
Contact Persons and Representative of
Contact Methods Secretary to the Board Securities Affairs
Name Wu Zhixin Zhao Zhiming
Tel. 86-379-63908588 86-379-63908833
Fax 86-379-63251984 86-379-63251984
E-mail [email protected] [email protected]

II. BRIEF INTRODUCTION TO MAIN SERVICES OR PRODUCTS DURING THE REPORTING PERIOD

During the reporting period, the Company was principally engaged in the production and sale of ultra-thin optical electronic and information display substrate glasses and has three ultra-thin glass production lines (one of which is being upgraded). The Company ranks among the leading manufacturers of ultrathin glass in China in terms of production capacity as well as product varieties and specifications. Its products are mainly distributed across 18 provinces (or municipalities directly under the central government) including Anhui, Guangdong, Jiangsu, Shanghai, Zhejiang and Hebei.

Float glass production enterprises have the feature of uninterrupted production. In their business model, sales are determined by production and sales of inventory are commonly adopted. Based on sales determined by production, the Company manages to base production on sales to the maximum extent with reference to the historical sales record and market demand forecasts of various kinds of product as well as the actual operation of production lines, thus effectively increasing the utilization rate of production capacity and sales-to-output ratio. The Company adopts two sales models, namely distribution and direct sale, where the direct sale model is adopted for ITO conductive film glass manufacturers; and the model of distribution by professional distributors is mainly adopted for protective shield manufacturers and other manufacturers.

– 2 –

The products of the Company are mainly used in the downstream of the flat panel display industry and touch panel industry, including TN-LCD, STN-LCD, OLED and other kinds of displays, as well as ITO glass substrates for touch screens and cover glass for touch screen devices. During the reporting period, the products of the Company take up approximately 15%–20% share of the domestic market.

III. SUMMARY OF ACCOUNTING DATA AND FINANCIAL INDICATORS

Unit: Yuan Currency: RMB

Increase/
decrease over
2017 2016 the last year 2015
(%)
Total assets 1,373,132,245.83 1,356,917,020.31 1.20 1,314,035,081.52
Operating revenue 367,047,136.12 392,095,626.14 -6.39 662,156,635.13
Net profit attributable
to shareholders of the
Company 20,568,060.51 11,516,063.78 78.60 -184,755,120.74
Net assets attributable
to shareholders of the
Company 559,139,146.36 523,269,416.96 6.85 278,344,996.00
Net cash flow from
operating activities 50,453,331.32 30,552,921.95 65.13 -131,037,564.70
Closing total share capital 526,766,875 526,766,875 515,018,242
Basic earnings per share
(RMB/share) 0.0390 0.0219 78.08 -0.3587
Diluted earnings per share
(RMB/share) 0.0390 0.0219 78.08 -0.3587
Increased by
Weighted average return 1.43 percentage
on net assets (%) 3.85 2.42 points -29.58

– 3 –

IV. MAJOR QUARTERLY FINANCIAL INDICATORS IN 2017

Unit: Yuan Currency: RMB

Q1 (January– Q2 (April– Q3 (July– Q4 (October–
March) June) September) December)
Operating revenue 76,356,597.31 78,612,679.73 106,469,086.57 105,608,772.51
Net profit attributable
to shareholders of the
Company 1,158,297.48 19,661.54 -608,779.97 19,998,881.46
Net cash flow from
operating activities -29,306,072.80 -46,530,296.12 47,609,488.44 78,680,211.80

V. INFORMATION OF SHAREHOLDERS

5.1 Number of ordinary shareholders and preferred shareholders whose voting rights are restored and shareholdings of top 10 shareholders

Number of ordinary shareholders at the end 57,229,including57183 holders of A shares and of the reporting period 46 holders of H shares Total number of ordinary shareholders at 56,329, including 56283 holders of A shares the end of one month prior to publishing and 46 holders of H shares date of the Annual Report

– 4 –

Shareholdings of top 10 Shareholders and top 10 holders of circulating shares (or holders of shares not subject to trading moratorium) at the end of the reporting Period

Unit: shares

Shareholdings of top 10 Shareholdings of top 10 Shareholders
Increase/ Number Pledged or Frozen
decrease of Shares
during subject to
Name of Shareholder reporting Closing trading Nature of
(Full Name) period shareholding Proportion moratorium Status Number Shareholder
(%)
HKSCC NOMINEES 10,000 248,680,699 47.21 0 Unknown 0 Overseas legal
LIMITED person
China Luoyang Float Glass 0 105,018,242 19.94 15,000,000 Pledged 41,000,000 State-owned legal
(Group) Company Limited person
CNBMG Bengbu Design & 0 69,000,000 13.10 0 Unknown 0 State-owned legal
Research Institute for Glass person
Industry Co., Ltd.
Beijing Taiji Huaqing 2,400,000 2,400,000 0.46 0 Unknown 0 Domestic non-
Information System state-owned
Co., Ltd. legal person
Hong Kong Securities 82,377 600,290 0.11 0 Unknown 0 Overseas legal
Clearing Company Limited person
Beijing Taiji Huaqing 430,000 430,000 0.08 0 Unknown 0 Domestic non-
Peicheng Software state-owned
Technology Co., Ltd. legal person
CHUK YEE MEN LIZA U/D 0 374,000 0.07 0 Unknown 0 Overseas legal
person
Hou Liyuan 353,500 353,500 0.07 0 Unknown 0 Domestic natural
person
Jin Ruiming 315,394 315,394 0.06 0 Unknown 0 Domestic natural
person
Liu Bibo -700,000 300,000 0.06 0 Unknown 0 Domestic natural
person

– 5 –

Shareholdings of top 10 holders of shares not subject to trading moratorium

Number of circulating
shares held not subject Type and number of shares
Name of Shareholder to trading moratorium Type Number
HKSCC NOMINEES LIMITED 248,680,699 Overseas listed foreign shares
248,680,699
China Luoyang Float Glass (Group) Company 90,018,242 Ordinary shares denominated 90,018,242
Limited in RMB
CNBMG Bengbu Design & Research Institute 69,000,000 Ordinary shares denominated 69,000,000
for Glass Industry Co., Ltd in RMB
Beijing Taiji Huaqing Information System Co.,
2,400,000
Ordinary shares denominated 2,400,000
Ltd. in RMB
Hong Kong Securities Clearing Company 600,290 Ordinary shares denominated 600,290
Limited in RMB
Beijing Taiji Huaqing Peicheng Software 430,000 Ordinary shares denominated 430,000
Technology Co., Ltd. in RMB
CHUK YEE MEN LIZA U/D 374,000 Overseas listed foreign shares 374,000
Hou Liyuan 353,500 Ordinary shares denominated 353,500
in RMB
Jin Ruiming 315,394 Ordinary shares denominated 315,394
in RMB
Liu Bibo 300,000 Ordinary shares denominated 300,000
in RMB
Explanation on connected relationship or There are connected parties or persons acting in concert as defined by
action acting in concert among the Regulations for Disclosure of Changes in Shareholding of Listed Companies
aforesaid shareholders (“上市公司股東持股變動信息披露管理辦法”) issued by the CSRC
among the top 10 shareholders of the Company, including China Luoyang
Float Glass (Group) Company Limited and CNBMG Bengbu Design &
Research Institute for Glass Industry Co., Ltd. The Company is not aware
of any parties acting in concert or any connected relationship among other
holders of circulating shares.

Explanations on preference shareholders with None voting rights restored and the number of shares held

  • Notes: 1. Shares held by HKSCC NOMINEES LIMITED are held on behalf of various customers.

  • The ordinary shares dominated in Renminbi held by Hong Kong Securities Clearing Company Limited are held on behalf of overseas investors who held these shares via Northbound Trading in the Shanghai-Hong Kong Stock Connect.

– 6 –

5.2 Number of shares held by top 10 holders of shares subject to trading moratorium and trading moratorium

Unit: shares

Shares Shares subject to
trading moratorium
available for listing
and trading
Number of
Number of additional
shares held Time shares
Name of holders of subject to available available for
shares subject to trading for listing listing and
NO. trading moratorium moratorium and trading trading Trading moratorium
1 China Luoyang Float Glass 15,000,000 2018-12-29 0 Non-transferable within
(Group) Company Limited 36 months from the
completion date of the
issuance
2 Caitong Fund Management Co.,
10,546,448
2017-03-22 10,546,448 Non-transferable within
Ltd. 12 months from the
completion date of the
issuance
3 First Capital Securities Co., Ltd. 1,202,185 2017-03-22 1,202,185 Non-transferable within
12 months from the
completion date of the
issuance
Explanation on connected There are no connected parties or persons acting in concert as defined by Regulations
relationship or action acting in for Disclosure of Changes in Shareholding of Listed Companies among the aforesaid
concert among The aforesaid shareholders, including China Luoyang Float Glass (Group) Company Limited and
shareholders other holders of shares subject to trading moratorium. The Company is not aware of
any parties acting in concert or any connected relationship among other holders of
shares subject to trading moratorium.

– 7 –

5.3 Block Diagram on Equity and Control Relationship among the Company and Controlling Shareholders, and De Facto Controllers

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----- Start of picture text -----

State-owned Assets Supervision and
Administration Commission of the State
100%
China National Building Material
Group Co., Ltd.
100%
100%
Triumph Technology
Group Company
CNBMG Bengbu Design &
53.64% Research Institute for Glass
Industry Co., Ltd
China Luoyang Float Glass (Group)
19.0%
19.94%
Luoyang Glass Company Limited
13.10%
----- End of picture text -----

– 8 –

VI. DISCUSSION AND ANALYSIS OF THE OPERATIONS

  • 6.1 Discussion and analysis on the Company’s operations during the reporting period

During the reporting period, the Company implemented the spirit of the 19th National Congress of the CPC, adhered to the management principles of “integration and optimization, quality improvement and benefit increase” and the business culture of “profit and efficiency as the first priority” and insisted on operation policies of “price stabilization, quantity assurance, cost reduction, receivables collection, inventory control, adjustment”. On this basis, the Company implemented its development strategy in an all-round way so as to achieve the goals and tasks of the year.

1. Actively promote the major asset restructuring and expand and strengthen the new glass business.

In 2017, the Company has made substantial progress in assets acquisition by issuance of shares and supporting funds raising. It has obtained approvals from the State-owned Assets Supervision and Administration Commission of the State Council, the Shanghai Stock Exchange and Hong Kong Stock Exchange, the CSRC and the SFC, and the approvals from the Board of Directors and the general meeting of Luoyang Glass, ensuring the steady advancement of the restructuring work.

On 15 March 2018, the assets acquisition by issuance of shares and supporting funds raising (connected transaction) by the Company were approved by the CSRC.

Through this restructuring, the Company increased photovoltaic glass business on the basis of its existing optical electronic and information display glasses business. The successful implementation of the restructuring broadened the scope of application of the Company’s new glass products, diversified product categories and downstream markets, and reduced dependence on a single downstream market. With the expansion of the size of and the improvement of the quality of the assets of the Company, it is expected to further enhance the stability and sustainability of future business development, and enhance profitability and overall competitiveness.

– 9 –

2. Steadily promote technological upgrading projects and new product projects, and strive to drive high-quality development.

  • (1) The Company proactively coped with competitions in the ultrathin glass market, improves weak links, and carried out production line transformation and technological upgrading project.

During the reporting period, the Company implemented the technological transformation and upgrading of the ultra-thin electronic glass production line of Longhai Company that was discontinued in the second half of 2016, and invested to rebuild a new generation of information display ultra-thin glass substrate production line, and optimized and improved production technology and core equipment. According to the design plan, the main line’s technology and equipment and automatic control of the new-generation production line will reach the advanced level of the industry. The melting capacity of the melting furnace will be 180t/d, and the annual production capacity will be about 15.5 million square meters. At present, the project is progressing in an orderly manner.

  • (2) Consolidate and enhance the ability of continuous innovation and expand new energy materials business.

The ultra-white solar thermal materials are the basic materials of condenser, the core basic component used for solar thermal power generation. At present, domestic glass manufacturers haven’t engaged in this field. According to the development strategy of the Company, and based on the pre-project market research, technological R&D, and the unique location advantage of the project site as well as energy supply advantage, the Company started the construction of the Ultra-White Solar Thermal Material Project in the industrial cluster district of Puyang County, Henan Province in May 2017. The project is to build a ultra-white solar thermal material production line with a daily melting capacity of 400 tonnes, which could produce 14 million square meters of solar thermal power generation raw materials for glasses production and 2.80 million square meters of high-end auto windshield and dashboard glass materials annually. And it will build an ancillary deep processing production line of solar thermal power generation reflector with an annual production capacity of 6.80 million square meters during later phase.

The Company also plans to construct a photoelectric material R&D center and its ancillary facilities in the industrial cluster district of Puyang County, Henan Province. The completion and operation of the R&D center will create a good research environment for attracting high-level talents and fostering key technical personnel and will also effectively enhance the scientific research level and innovation capabilities of the Company in new materials and strengthen the core competitiveness of the Company.

– 10 –

3. Manage factories internally, and expand market externally to achieve stable growth during the production and operation courses.

  • (1) The Company increased the production of, and intensified the marketing and market synergy of marketable and high value-added products, and steadily raised the product selling price. During the reporting period, the selling prices of various products such as 0.33mm, 0.4mm, 0.7mm and 1.1mm products have been improved to varying degrees. The sales-to-output ratio of Longmen Company reached over 110%, which is the highest level in record.

  • (2) It has achieved remarkable results in new product R&D, and quality improvement through technological innovation. In the two production lines of the Company, the customer use rate of Longmen Company’s 1.1mm product increased by approximately 20% year-on-year, and the gross rate of finished products of Bengbu Company’s 0.33mm product increased by 5%. 0.25mm aluminum glass product has been successfully developed and has been continuously and stably produced.

  • (3) The efforts in “improving efficiency, cutting expenditures and reducing costs” has achieved substantial results. The Company reduced procurement costs and capital costs through centralized purchasing of bulk raw material and centralized use of funds, and optimized processing technologies and upgraded equipment to save raw material consumption and improve energy efficiency. The Company also adhered to benchmarking management, strictly controlled various costs and expenditures, and revitalized stock assets. Various measures such as repairing old facilities and reusing wastes were carried out, saving a total of about RMB20,000,000.

4. Major progress has been made in scientific research projects with remarkable scientific and technological achievements.

During the reporting period, Bengbu Company undertook a total of 4 R&D projects, including the provincial-level major special project, namely Research on the Production Technology and Key Technology in the Industrialization of 0.15mm Ultra-Thin Float Electronic Glass (0.15mm 及薄浮法電子玻璃工藝及產業化關鍵技術研究 ), the project of Research on the Production Technology of Industrialization of 0.2mm High Strength Electronic Glass ( 高強 0.2mm 電子玻璃工 業化生產技術研究 ) and the project of Research on the Production Technology of 3D Wear-Resistant Glass Substrate ( 耐磨 3D 玻璃基 板生產技術研究 ). The latter two projects were established as major projects of independent innovation in Bengbu City.

– 11 –

During the reporting period, the Company applied for a total of 12 patents, including 4 invention patents and 8 utility model patents. It has also obtained 9 authorized patents and the Building Material Innovative Technology Award of China ( 中國建材技術革新獎 ). In 2017, the technology center of Bengbu Company was rated as a city-level enterprise technology center of Bengbu City. In addition, the Company has participated in revising the national standard GB/T 20314-2006 Float Glass for Liquid Crystal Displays (《液晶顯示器用薄浮法玻 璃》), which will be formally implemented from 1 August 2018.

The information-based and digitized management project of the smart factory achieved staged results. The constructed digital workshop of the united float workshop of Bengbu Company was recognized as the provincial digital workshop in Anhui Province.

5. Enhance production safety to ensure no accident in production throughout the year and achieve remarkable results in energy conservation and emission reduction.

In 2017, the comprehensive energy consumption per RMB10,000 of total output value was 1.73 tons of standard coal, which was 19.9% lower than the same period of last year. The major pollutant emission indexes, waste gas, waste water, SO2, NOx, particulate matter, and COD were reduced by 32%, 49.5%, 2%, 66.0%, 42.4% and 58.9% yearon-year respectively.

6. Optimize personnel allocation of the Company and reform the remuneration system, both yielding good results.

In line with the goal of “highly capable personnel, efficient operation, harmonious company, and development promotion”, the Company completed the resettlement of 199 redundant personnel. At the same time, the reform of the remuneration system will be implemented to achieve the initial goal of matching corresponding personnel and salary to relevant posts, and deciding remuneration based on performance. The salary level of employees has been greatly improved, which has further mobilized the enthusiasm of the staff.

– 12 –

6.2 Analysis of Principal Businesses

6.2.1 Analytical Statement of Changes in Relevant Items in the Income Statement and Cash Flow Statement

Unit: Yuan Currency: RMB

Item 2017 2016 Change
(%)
Operating revenue 367,047,136.12 392,095,626.14 -6.39
Operating costs 256,499,345.38 343,709,563.17 -25.37
Selling expenses 6,851,477.86 7,482,306.95 -8.43
Administration expenses 98,426,434.95 87,025,947.92 13.10
Finance expenses 29,554,391.47 8,433,936.20 250.42
Net cash flow from Operating activities 50,453,331.32 30,552,921.95 65.13
Net cash flow from Investment activities 61,987,355.67 -150,917,078.02 141.07
Net cash flow from Financing activities -50,413,260.74 190,549,383.10 -126.46
R&D expenditures 17,793,597.50 21,276,277.57 -16.37
Taxes and surcharges 6,956,503.80 5,232,136.49 32.96
Gains on disposal of assets (loss is
represented by “-”) 6,063,804.98 239,093.33 2,436.17
Other income 39,751,226.80 0.00 100
Non-operating income 40,561,205.33 105,623,639.01 -61.60

Reasons for change in finance expenses: an increase in interest-bearing liabilities in the reporting period.

Reasons for change in net cash flow from operating activities: the decrease in cash outflows from operating activities in the reporting period.

Reasons for change in net cash flow from investment activities: On the one hand, the subsidy received for project investment in the reporting period; on the other hand, the payment of differences for asset swap over the same period last year.

Reasons for change in net cash flow from financing activities: on the one hand, the proceeds received from the non-public issuance of shares over the same period last year, on the other hand, the decrease of financing for the period.

Reasons for change in taxes and surcharges: mainly due to the adjustment of the accounting items under the Provisions Concerning the Accounting Treatments of Value-Added Tax (Cai Kuai [2016] No.22) promulgated by the Ministry of Finance of the PRC.

– 13 –

Reasons for change in gains on disposal of assets: the increase in net income due to disposal of old equipment by the subsidiaries in the reporting period.

Reasons for change in other income: The government grants related to daily activities during the reporting period were presented in the “other income” item and were still presented in the “non-operating income” item during the same period last year according to the amended Accounting Standards for Business Enterprises No. 16 – Government Grants published by the Ministry of Finance of the PRC.

Reasons for change in non-operating income: The government grants related to daily activities during the reporting period were presented in the “other income” item and were still presented in the “nonoperating income” item during the same period last year according to the amended Accounting Standards for Business Enterprises No. 16 – Government Grants published by the Ministry of Finance of the PRC.

6.2.2 Revenue

  • (1) Analysis of the reasons for changes in revenue

During the reporting period, the Company recorded an operating revenue of RMB367,047,100, representing a decrease of 6.39% as compared to that of last year, mainly due to the sales volume of Longhai Company (a subsidiary of the Company) decreased yearon-year for stopped production for technical transformation.

  • (2) Major sales to customers

The total sales to the top five customers amounted t o RMB202,855,700, representing 55.27% of the total annual sales, of which sales to the related party amounted to RMB15,257,100, representing 4.16% of the total annual sales.

– 14 –

6.2.3 Costs

(1) Analytical Statement of Costs

Unit: Yuan Currency: RMB

By industry By industry
Percentage
Percentage Percentage of changes
over total over total in amount
cost for cost for the over the
By Component the current same period same period
industry of cost 2017 period 2016 last year last year Explanation
(%) (%) (%)
New Direct materials 173,582,042.22 69.39 247,219,997.05 73.25 -29.79 year-on-year
materials decrease
Direct labour 21,812,641.44 8.72 28,147,641.99 8.34 -22.51 year-on-year
decrease
Manufacturing 54,765,238.79 21.89 62,134,063.42 18.41 -11.86 year-on-year
expenses decrease
By products
Percentage
Percentage Percentage of changes
over total over total in amount
cost for the cost for the over the
By Component current same period same period
products of cost 2017 period 2016 last year last year Explanation
(%) (%) (%)
Photoelectric
Direct materials
173,582,042.22 69.39 247,219,997.05 73.25 -29.79 year-on-year
glass decrease
Direct labour 21,812,641.44 8.72 28,147,641.99 8.34 -22.51 year-on-year
decrease
Manufacturing 54,765,238.79 21.89 62,134,063.42 18.41 -11.86 year-on-year
expenses decrease

(2) Major Suppliers

The purchase amount of top five suppliers is RMB132,785,400, representing 76.63% of total purchase amount of the year, of which the amount purchased from the related parties was RMB19,539,600, representing11.28% of total purchase amount of the year.

– 15 –

6.2.4 Expenses

Unit: Yuan Currency: RMB

Reasons of
Item 2017 2016 Changes Changes
Selling expenses 6,851,477.86 7,482,306.95 -8.43
Administration 98,426,434.95 87,025,947.92 13.10
expenses
Finance expenses 29,554,391.47 8,433,936.20 250.42 the increase in
interest-bearing
liabilities in the
reporting period
Income tax expenses 13,098,505.13 9,654,432.12 35.67 the year-on-
year increase
of the profit of
subsidiaries in the
reporting period.

6.2.5 R&D expenditures

(1) R&D expenditures

Unit: Yuan Currency: RMB

Expensed R&D expenditure in current period 17,793,597.50
Capitalized R&D expenditure in current period
Total of R&D expenditure 17,793,597.50
Percentage of total R&D expenditure to operating
revenue (%) 4.85
Number of the Company’s R&D staff 63
Percentage of R&D staff number to the Company’s
total number of employees (%) 9.13
Percentage of capitalized R&D expenditure (%)

– 16 –

6.2.6 Cash flow

  • (1) The net cash flow from operating activities amounted to RMB50,453,300, representing a decrease in net inflow of RMB19,900,400 as compared with RMB30,552,900 for the same period last year, mainly due to the decrease of cash outflow from operating activities during the reporting period.

  • (2) The net cash flow from investing activities amounted to RMB61,987,400, representing an increase of net inflow of RMB212,904,400 over RMB-150,917,100 for the same period last year, on the one hand, the subsidy received for project investment in the reporting period; on the other hand, the payment of differences for asset swap over the same period last year.

  • (3) The net cash flow from financing activities amounted to RMB-50,413,300, representing an decrease of net inflow of RMB240,962,600 over RMB190,549,400 for the same period last year, mainly due to, on the one hand, the proceeds received from the non-public issuance of shares over the same period last year, on the other hand, the decrease of financing for the period.

6.2.7 Others

  • (1) Explanation for major changes in the composition of profits or source of profits of the Company

During the reporting period, the subsidy received from the government was higher, of which RMB78,201,300 was included in extraordinary profit and loss.

– 17 –

6.3 Analysis of operations by industry, products or regions

6.3.1 Statement of the principal operations by industry and products

Unit: Yuan Currency: RMB

Principal operations by industry

Increase/ Increase/ Increase/
decrease of decrease of decrease of
operating operating gross profit
revenue as costs as margin as
Gross compared compared compared
Operating Operating profit with with with
By industry revenue costs margin last year last year last yea
(%) (%) (%) (%)
increased by
16.93
percentage
New materials 348,115,904.29 250,159,922.45 28.14 -8.41 -25.88 points
Principal operations by products
Increase/ Increase/ Increase/
decrease of decrease of decrease of
operating operating gross profit
revenue as costs as margin as
Gross compared compared compared
Operating Operating profit with with with
By products revenue costs margin last year last year last year
(%) (%) (%) (%)
increased by
16.93
percentage
Photoelectric glass 348,115,904.29 250,159,922.45 28.14 -8.41 -25.88 points

– 18 –

6.3.2 Principal operations by regions

Unit: Yuan Currency: RMB

Increase/decrease of
revenue from
principal operations
Revenue from as compared with
Regions principal operations last year
(RMB) (%)
PRC 348,115,904.29 -8.41
Explanation of principal There was no export business during the reporting
operations by regions period

6.4 Analysis of assets and liabilities

6.4.1 Analytical statement of assets and liabilities

Unit: Yuan Currency: RMB

Increase/
decrease
Percentage of closing
of closing Percentage balance
balance of of closing of current
current balance of period over
Closing period over Closing last period closing
balance of the total balance of over the balance of
Item current period assets last period total assets **last period ** Explanation
(%) (%) (%)
Notes receivable 86,642,392.18 6.31 45,986,571.00 3.39 88.41 mainly due to the
increase in payment
in form of notes
Prepayments 742,542.55 0.05 1,638,352.47 0.12 -54.68 mainly due to
the decrease
in advances to
suppliers

– 19 –

Increase/
decrease
Percentage of closing
of closing Percentage balance
balance of of closing of current
current balance of period over
Closing period over Closing last period closing
balance of the total balance of over the balance of
Item current period assets last period total assets **last period ** Explanation
(%) (%) (%)
Inventory 87,935,528.43 6.40 132,978,500.26 9.80 -33.87 mainly due to
the decrease
inventories
Other current 10,632,360.95 0.77 34,874,034.35 2.57 -69.51 mainly due to the
assets decrease in input
tax to be deducted
Intangible assets 117,435,554.98 8.55 62,609,172.40 4.61 87.57 mainly due to the
increase of land use
right
Long-term 4,920,152.57 0.36 3,515,290.90 0.26 39.96 mainly due to the
deferred increase in handling
expenses charges for finance
and service fees
Deferred income 2,071,257.08 0.15 4,341,222.30 0.32 -52.29 mainly due to the
tax assets reversal of deferred
income tax assets
Other non-current 6,652,062.63 0.48 0.00 100.00 mainly due to the
assets prepayment for
Desulfurization,
Denitrification and
Heat Recovery
Boiler Project
Short-term loans 366,009,000.00 26.66 20,000,000.00 1.47 1,730.05 mainly due to
additional working
capital borrowings
Notes payable 0.00 0.00 90,000,000.00 6.63 -100.00 mainly due to the
reimbursement of
bill financing due

– 20 –

Increase/
decrease
Percentage of closing
of closing Percentage balance
balance of of closing of current
current balance of period over
Closing period over Closing last period closing
balance of the total balance of over the balance of
Item current period assets last period total assets **last period ** Explanation
(%) (%) (%)
Staff remuneration 14,451,972.62 1.05 25,743,969.95 1.90 -43.86 mainly due to the
payables increase in actual
payment of staff
salary
Interest payable 2,214,172.42 0.16 713,868.25 0.05 210.17 mainly due to
the increase in
provision for loan
interests
Non-current 87,076,248.22 6.34 471,337,062.91 34.74 -81.53 mainly due to the
liabilities due repayment of long-
within one year term borrowings
due
Long-term loans 130,781,745.65 9.52 87,836,374.23 6.47 48.89 mainly due to
the increase in
borrowings from
finance leasing
Deferred income 108,193,683.26 7.88 19,290,781.82 1.42 460.86 mainly due to
the increase in
government grants
related to assets

6.4.2 Explanation for changes in assets measured by fair value and measurement nature of major assets:

There is no change in assets measured by fair value and measurement nature of major assets.

– 21 –

6.5 Analysis of core competitiveness

  1. Advantages in brand. The Company is the place of origin for one of three major float glass manufacturing methods in the world – “Luoyang Float Glass Technology”. The Company has successively won “National –

Quality Award for Float Glass – Silver Award (國家浮法玻璃質量獎 銀質獎)”, “Gold Invention Award (金質發明獎)”, “National Consumer Trustworthy Product ( 全國消費者信得過產品 )”,“Well-known Trademark ( 馳名商標 )”, “National Science & Technology Progress Award (first class) (國家科學技術進步一等獎)”, etc. “CLFG” (洛玻) brand still internationally and domestically enjoys certain popularity and brand recognition.

  1. Strong capacity in respect of product development and continuous innovation. The Company is the first domestic enterprise that carried out research and development and commercial production of ultrathin float grass products. It possesses core production technology of float glass and a number of proprietary intellectual property rights and holds a leading position in PRC in the production technology of ultrathin, ultra-thin and ultra-white, and ultra-thick float glass. Meanwhile, it fostered core technology teams in product research and development, processing technology improvement and quality control, etc. During the reporting period, a number of scientific and technological achievements were achieved, with a total of 12 patent applications.

  2. Advantages in series and scale of products. The Company has 3 ultrathin glass production lines and ranks among the leading ultra-thin glass manufacturer in China,being capable of producing 0.15mm– 2.0mm series of ultra-thin glass in large scale. In particular, the 150t/d production line of Bengbu Company, equipped with most advanced technical equipment in China, is the only production line capable of producing 0.15mm ultra-thin glass substrate in large scale. The Company will fully combine the technical characteristics and different advantages of its 3 production lines, and coordinate and manage products, technologies, marketing channels,funds and personnel in a unified manner, so as to make the best out of its overall advantages in terms of personnel, technology and brand and strengthen its advantage in economies of scale and synergistic effects,thereby continuously enhancing its profitability.

  3. China National Building Materials Group, the de facto controller of the Company, is an enterprise directly under the SASAC, the largest comprehensive building material group corporation in China and an enterprise of Fortune Global 500.China National Building Materials Group supports the establishment of Luoyang Glass as a capital operation and industry integration platform specializing in ultra-thin glass substrate business and new energy glass business.

– 22 –

6.6 Analysis of Investment

6.6.1 Overall Analysis of External Equity Investment

The company proposed to acquire 100% equity interest in Hefei New Energy, 100% equity interest in Tongcheng New Energy and 70.99% equity interest in Yixing New Energy by by means of issuance of shares. As of the date of this report, the matter has been approved by the China Securities Regulatory Commission.

6.6.2 Analysis of major subsidiaries and investee companies

  • (1) Basic information on major subsidiaries and investee companies

Unit: Yuan Currency: RMB

Major
products Registered
Company name Industry or services capital Total assets Net assets Net profit
CLFG Longmen New photoelectric 20,000,000 148,032,166.38 -547,025,836.06 -37,134,946.08
Glass Company materials glass
Limited
CLFG Longhai New photoelectric 100,000,000 213,944,003.78 166,093,810.83 -10,396,410.41
Electronic Glass materials glass
Co., Ltd.
Bengbu CNBMG New photoelectric 632,764,300 1,066,867,264.66 824,350,103.80 67,947,367.99
Information materials glass
Display Material
Co., Ltd.
CNBMG (Puyang) New photoelectric 240,000,000 180,507,862.40 79,640,165.66 627,828.68
Photoelectric materials glass
Material Co., Ltd.

Notes: As at 1 March 2017, Luoyang Luobo Furuida Commerce Co., Ltd. was renamed CNBMG (Puyang) Photoelectric Material Co., Ltd.

– 23 –

6.7 Continuing Connected Transactions in 2017

In 2017, the transaction amount of the continuing connected transactions of the Group amounted to RMB1,333,810,000, and the annual caps being considered and approved amounted to RMB1,712,500,000 in aggregate. Each continuing connected transaction did not exceed the annual caps as disclosed in the announcement.

All the continuing connected transactions of the Group were indispensable parts of the day-to-day operations of the Group and entered into on normal commercial terms or terms not less favourable than those available to or from independent third parties, and the transaction prices of which were fair and reasonable, and in the interests of the shareholders of the Company as a whole.

All the continuing connected transactions of the Company in 2017 implemented corresponding consideration and approval procedures pursuant to relevant requirements under the Listing Rules on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, and the aggregate transaction amount did not exceed the approval threshold. The Company’s independent auditors have reviewed and issued a special audit report on the continuing connected transactions. The independent directors of the Company also reviewed and confirmed the continuing connected transactions conducted in 2017.

6.8 Industry competition pattern and development trend

2018 is the first year for the full implementation of the spirit of the 19th CPC National Congress and is also a crucial year for the completion of building of a moderately prosperous society in all respects and the implementation of the 13th Five-Year Plan. The report of the 19th CPC National Congress explicitly pointed out that China’s economy has been transitioning from a phase of rapid growth to a stage of high-quality development, and that this is a pivotal stage for transforming our growth model, improving our economic structure, and fostering new drivers of growth. The strategic goal of China’s economic development is to develop a modernized economy, raise total factor productivity and steadily strengthen the innovation capacity and competitiveness of economy based on efforts for better quality, higher efficiency, and more robust drivers of economic growth through reform. In the new historical period, opportunities coexist with challenges.

The market demand for information display ultra-thin glass mainly derives from the demand increase in downstream markets and the expansion of application fields. The mobile Internet application penetrates into all aspects of consumption in daily life more quickly, and the intelligentization in professional application fields including on-board equipment, industrial

– 24 –

control, intelligent household appliances and medical treatment continued to intensify in an accelerated manner. It is expected that the demand for ultra-thin glass substrate, as a core material for touch screen, will reach 101 million square meters by 2020. China has become the largest producer and exporter of ITO conductive glass, TP touch screen glass, cover glass and protective shields. The overall market developments show favorable signs as domestic and international markets have maintained stable growth driven by the expansion, upgrading and growth of relevant consumer markets.

In recent years, China has introduced a series of industrial policies to promote the healthy development of the photovoltaic industry, which promotes the growth of China’s domestic photovoltaic application market and the extensive application of photovoltaic energy. From 2013 to 2016, the annual growth rate of new PV installed capacity was 54.80%. According to Guidelines of the National Energy Administration on the Implementation of the 13th Five-Year Development Plan for Renewable Energy (《國家 能源局關於可再生能源發展「十三五」規劃實施的指導意見》) (Guo Neng Fa Xin Neng [2017] No. 31), the additional construction scale of photovoltaic power generation for 2017 to 2020 is 86.50GW. Photovoltaic glass is one of the important components of the photovoltaic industry, and its development is closely related to the development of the photovoltaic industry. At present, China is the world’s largest producer of photovoltaic glass. According to statistics, 93% of photovoltaic modules in the world use photovoltaic glass produced in China in 2015. With the diversified application and scale development of photovoltaic power generation technology, solar energy will gradually transition from complementary energy in some regions to alternative energy for the whole country. Driven by domestic and international demand for photovoltaic power generation, photovoltaic glass will have a larger market as it is an indispensable key material for photovoltaic module packaging.

At the same time, new production capacity is also increasing, so the market competition must be fiercer. 2018 will be a year of competitions in the quality of manufacturers.

6.9 Future development strategy

Led by innovation, the Company will maintain the lead in respect of Luoyang float glass technology. With the stress laid on consolidating information display glass substrate to enhance competitive edge and market advantage, the Company, centering on new glass, new material and new energy market, aims at becoming a provider of special high-tech glass through expansion of application fields and optimization of product mix.

– 25 –

6.10 Business plan

In 2018, by adopting a quality-oriented approach, the Company will continue to conduct business operations based on a high starting point, and focusing on pursuing high standards, high level, and high efficiency. In the courses of production and operation, the Company will conduct assets restructuring, and put the projects into production and make those projects reach design capacity and meet production standards, which can drive the growth of the Company. Taking strengthening the internal control and management as the focus of efforts, the Company will continue to reduce cost and improve efficiency. We will take pride in hard work, face the market with a high sense of mission and a strong sense of responsibility, and wholeheartedly provide customers with high-standard and strictly-required products and services, so as to create reliable brands, powerful strengths, strong innovation ability and creativity.

In 2017, the Company’s main operation targets are to strive to achieve production volume of 89.62 million square meters, to realize operating revenue of RMB1,741,190,000 and fully complete major development projects of the Company.

Based on the aforesaid annual targets, the Company will take the following measures:

1. Continue to do a good job in production and operation and fully complete the goals and tasks of production and operation.

  • (1) The Company will create marketing synergy to produce synergy effects. Adhere to the operation guiding principle of “Price-CostProfit”, the Company will stabilize the price and increase the quantity of products, and sale products with current quality level. It will make efforts to consolidate traditional markets, expand deeper into market segments, and secure major customers and big contracts. It will also pay attention to product prices, stabilize its existing market share, and help to maintain market stability.

  • (2) The Company will continue to make technological innovation, do a good job in production and management, and promote the steady improvement of product quality and output.

  • (3) The Company will implement fine management and control cost. Emphasis should be placed on key indicators such as revenue and profit to create an atmosphere in which every employee pays attention to the operation and development of the Company. The Company will effectively reduce costs and fees, increase profitability, strictly control the risk of accounts receivable, reduce inventory and capital occupation.

– 26 –

  • (4) The Company will continue to intensify efforts in “improving efficiency, cutting expenditures and reducing costs”, which is a long-term activity that has no finishing line and requires full participation of the staff. The Company will proactively implement the “eight measures”, insist on benchmarking management, strictly control costs and reduce various types of consumption. We will innovate process technology, strengthen lean management to improve the quality and output of products, realize cost reduction and efficiency improvement, increase revenue and reduce expenditures. In 2018, we expect to realize the goal of”improving efficiency, cutting expenditures and reducing costs” to increase our revenue by more than 20% year-on-year.

  • (5) Focusing on project construction and production and operation activities, the Company will raise funds to meet the capital requirements for project construction and daily production and operation activities.

2. Promote major special projects in a solid manner and create reliable brands and hard strengths of the Company.

  • (1) The Company should make asset delivery and other relevant works conduct smoothly followed the major assets restructuring, and start to raise supporting funds in due course.

  • (2) The Company will actively push forward the construction of the cold repair technology upgrading project and the UltraWhite Solar Thermal Materials Project in Puyang of Longhai Company. According to the project network schedule, we will make reasonable arrangements and conduct scientific construction to ensure safety, good quality and high efficiency. After the upgrading project of Longhai Company is completed and put into production, we will fully meet the requirements on highend ITO glass from downstream market, to become a leading manufacture in the industry and truly achieve the desired results. We will make the Ultra-White Solar Thermal Materials Project in Puyang into a quality project, which will enable our company to become a benchmarking enterprise in the region. We will ensure that the project will be put into production on schedule and start to produce photothermal glass in 2018.

  • (3) The Company will plan to conduct the upgrading project of Longmen Company. The melting furnace of Longmen Company is about to expire. We will plan to carry out the upgrading of the production line as soon as possible, conduct pre-project investigation and feasibility studies, go through the various procedures for project approval, and start construction as soon as possible.

– 27 –

3. Deepen internal mechanism reform, strengthen internal control and management and prevent various risks

  • (1) The Company will establish a new type of management and control mode that meets the Company’s future requirements to achieve efficient operations. Combining the reorganization of the Company and the addition of new companies and business segments after the completion of the project construction, the internal control will be further optimized to ensure the efficient operation of the Company. At the same time, upon the completion of the reorganization, we must integrate and optimize the business, personnel, and corporate culture of newly joined companies to create synergy effects and become united as one.

  • (2) The Company will deepen the reform of internal mechanisms. Giving priority to efficiency, we will reform the mechanism to make it show a positive correlation between the interests of management, employees, and corporate profits. We will improve the performance evaluation system of the Company, so that management personnel and employees can share the growing corporate value and benefits. We will research the professional manager system and stock appreciation right incentive in due course, and in accordance with the market-based principles, foster energetic professional managers with strong political position and good management capability, explore enterprise annuity system to encourage employees develop with the Company.

  • (3) The Company will strengthen internal control and management and prevent various risks. All departments of the Company must follow the requirements of the Internal Control Manual (《內控手 冊》) to ensure the legal compliance of the Company’s operations and asset security. We will strengthen the self-evaluation of the effectiveness of the Company’s internal control structure and procedures. We will also strengthen risk management and control, fully implement the risk management system to effectively control various risk points and ensure the safe and efficient operation of the Company.

  • (4) The Company will strengthen production safety, energy saving and emission reduction. We must always make unremitting efforts to ensure safe production and no accidents, and realize the goal of energy conservation and emission reduction. Production and business units must put production safety first, strictly implement the safety responsibility system, and conduct standard operations in strict compliance with the requirements of the operational

– 28 –

procedures to prevent the occurrence of major safety accidents, so as to ensure production safety, equipment in good condition, personal safety, and property security. We will strictly follow the requirements of the Notice on Soliciting the Opinions on Revising the Work Plan for the Prevention and Control of Atmospheric Pollution in Henan Province in 2018 (Exposure Draft) (《關於徵 求河南省 2018 年大氣污染防治攻堅戰工作方案(徵求意 見稿)修改意見的通知》) to upgrade existing environmental protection facilities to meet the “ultra-low emission” standard.

4. Strengthen cultural construction and team building

We will carry out extensive learning activity throughout the Company to remind the staff to stay true to their original selves, to enable them to know the mission of the Company, learn to shoulder responsibility and improve skills. We will actively implement the management training plan and the reserve talent training plan to make every effort to build a team of cadres who have the overall awareness, sense of innovation, pioneering spirit, the courage to undertake responsibility, and the willingness to work hard, and who have the comprehensive ability and qualities of wanting to work hard, being able to serve and achieving success, daring to take responsibility, and doing good in their posts, and to train a group of competent leaders, a number of managers with strong will, and a group of first-line employees with the craftsmanship. We will strengthen the cultivation of reserve talents, select and emphatically train a group of young talents in the whole Company who will have a promising future after training and are loyal to the Company, establish a system of trainee foremen and trainee directors (managers), and accelerate the growth of reserve talents.

The Company will establish professional talent pools to handle the Company’s various urgent production technology problems and provide talent support. The Company will also establish a growth mechanism for technical talents, operational talents, and management talents, set up professional positions of chief engineers, chief technicians, and senior managers to give full play to the role of various talents.

– 29 –

6.11 Potential Risks

1. Risks arising from policies and the industry

Risks arising from the industry are mainly reflected in the following aspects: the ultra-thin glass substrate is primarily used for consumer electronic products which are upgraded at fast pace, giving rise to the rapidly changing demands for nature and quality of basic materials. In this regard, the upstream manufacturers are required to possess cuttingedge R&D strengthen and technical equipment, keep abreast of the changing market demands, and produce quality products with high added-value, so as to maintain stable profitability and high profit level.

Countermeasures: The Company has a core technical team and has strong technical strength in product R&D, process technology improvement, and quality control. The Company will further increase the research and development of new products, continue to innovate and improve to strive to become the industry leader.

2. Risks arising from price of raw materials

The major raw materials of the Company’s products include fuel, sodium carbonate and silica sands, the procurement costs represent a significant percentage of the product cost. Price fluctuation of raw and fuel materials might bring in certain risks in respect of increase in costs.

Countermeasures: the Company will fully capitalize on its centralized procurement platform and take good advantage of large scale procurement; accurately follow the fluctuations of prices to purchase in due course so as to reduce purchasing costs. In addition, the Company will expand supply channels to ensure the stability and efficiency of its supply channels.

3. Risks arising from new engineering projects

New engineering projects are subject to capital input, construction progress and subsequent market operation, product introduction period and other factors. In addition, certain market risks may arise from longer ramp-up period in the initial stage after the projects are put into operation.

– 30 –

Countermeasures: The Company will proactively raise funds to guarantee project construction progress, doing project construction management to ensure project quality; collect information from different ways to enhance forward-looking forecast and analysis of the market; proactively raise funds to guarantee project construction progress; prepare the project budget appropriately, purchase equipment for the projects in time and promote construction progress of the projects; organize resources to produce marketable new products; enhance training and reserve of the front-line staff and formulate comprehensive and reasonable remuneration system to increase staff’s welfare and keep a stable talents team

4. Financial Risks

Credit risk: The Company’s credit risk arises mainly from accounts receivable; most clients of the Company have been implemented delivery on cash while a few clients with sound reputation have been granted credit extension. As such, the Company faces low credit risks.

Liquidity risk: The Company has sufficient cash and cash equivalents to basically meet its operational needs. In addition, it has obtained financial assistance commitment from its controlling shareholder that can satisfy its long- and short-term capital demand.

Interest rate risk: The Company’s interest rate risk arises mainly from bank and other loans as well as bank deposit. As there is no significant connection between the vast majority of Company’s expenses and operating cash flows and the changes in market interest rates, bank loans at fixed interest rate will be not sensitive to the changes in the market interest rates.

5. Technological risks

All of the core techniques of the Company are self-researched and selfdeveloped, with proprietary intellectual property rights. The Company has applied advanced techniques to its production of ultra-thin and ultra-white glass and gained abundant experience in product research and development. Therefore, the Company does not confront with technical risks regarding the above.

– 31 –

6.12 Proposal for Profit Distribution or Conversion of Capital Reserves into Share Capital

The Parent Company recorded a net profit of RMB2,883,500 for 2017, which is audited by PKF Daxin Certified Public Accountants LLP, and together with the undistributed profit of RMB-1,399,150,600 at the beginning of the previous year, the accumulated undistributed profit of the Parent Company at the end of 2017 was RMB-1,396,267,100.

As provided in the relevant provisions of Articles of Association that the profit after tax should first be used to cover the deficit, the Company will not distribute profits nor convert capital reserve into share capital in 2017.

6.13 Repurchase, Sale and Redemption of Shares

During the reporting period, the Company and its subsidiaries did not repurchase, sell and redeem any securities of the Company.

6.14 Compliance with the Corporate Governance Code

The Group has complied with all the code provisions of the Code on Corporate Governance Practices set out in Appendix 14 to the Listing Rule of the Hong Kong Stock Exchange.

6.15 Audit Committee

The audit committee of the Board of the Company has reviewed this annual report.

VII. MATTERS RELATED TO FINANCIAL REPORT

  • 7.1 Compared with the financial report of the last year, whether the Company’s accounting policies, accounting estimates and accounting methods have been changed or not.

In 2017, the Ministry of Finance issued the Accounting Standards for Business Enterprises No. 42 – Non-Current Assets and Disposal Groups Held for Sale and Termination of Business Operation, which took effect on 28 May 2017. Non-current assets and disposal groups held for sale and termination of business operation existing on the date of the implementation shall be handled with prospective application method.

In 2017, the Ministry of Finance revised the Accounting Standards for Business Enterprises No. 16 – Government Grants, and the revised standards will be implemented since 12 June 2017. The government grant existing on 1 January 2017 shall be handled with prospective application method; and the new government grant from 1 January 2017 to the date of the implementation shall also be adjusted according to the revised standard.

– 32 –

In 2017, the Ministry of Finance issued the Notice of the Ministry of Finance on Revising and Issuing the Format of Financial Statements of General Enterprises (《財政部關於修訂印發一般企業財務報表格式的通知》) (Cai Kuai〔2017〕No. 30). Enterprises that apply the Accounting Standards for Business Enterprises shall prepare the financial statements for 2017 and the future periods in accordance with the Accounting Standards for Business Enterprises and the requirements of the Notice.

The main impacts of the Company’s implementation of the above two standards and the Notice (Cai Kuai [2017] No. 30) are as follows:

Unit: RMB

The amount of The amount of The amount of
affected items of non-operating on-operating
Affected items financial Restated amount income reported expenses reported
Changes in accounting of financial statement during of the previous in the previous in the previous
policies and causes statement the current period period period period
1. Government grants Other income 39,751,226.80 21,647,581.14
related to the daily
operations of the
Company are
included in other
income
2. Adjustment to the Gains from asset
6,063,804.98
239,093.33 254,968.93 15,875.60
presentation of disposal
gains and losses
from asset disposal
  • 7.2 During the reporting period, whether there is significant accounting error correction in the Company or not.

None

  • 7.3 Compared with the financial report of the last year, if the consolidation scope of the financial report is changed, the Company shall make specific explanation.

None

– 33 –

VIII. NOTES TO THE FINANCIAL STATEMENTS

Consolidated Balance Sheet 31 December 2017

Prepared by: Luoyang Glass Company Limited*

Unit: Yuan Currency: RMB

Item
Current Assets:
Cash and cash equivalents
Bills receivables
Accounts receivables
Prepayments
Other receivables
Inventories
Assets classified as held for sale
Non-current assets due within one year
Other current assets
Total current assets
Non-current assets:
Held-to-maturity investment
Long-term receivables
Long-term equity investment
Fixed assets
Construction in progress
Engineering materials
Disposal of fixed assets
Intangible assets
Development expenditures
Long-term deferred expenses
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets
Closing Balance Operating Balance
175,955,511.45
157,528,516.53
86,642,392.18
45,986,571.00
105,313,043.46
101,891,329.13
742,542.55
1,638,352.47
78,228,794.75
107,581,717.91
87,935,528.43
132,978,500.26
10,632,360.95
34,874,034.35
545,450,173.77
582,479,021.65
55,000,000.00
55,000,000.00
561,330,800.42
648,972,313.06
80,258,263.80
13,980.58
117,435,554.98
62,609,172.40
4,920,152.57
3,515,290.90
2,071,257.08
4,341,222.30
6,652,062.63
827,682,072.06
774,437,998.66
1,373,132,245.83
1,356,917,020.31
Closing Balance Operating Balance
175,955,511.45
157,528,516.53
86,642,392.18
45,986,571.00
105,313,043.46
101,891,329.13
742,542.55
1,638,352.47
78,228,794.75
107,581,717.91
87,935,528.43
132,978,500.26
10,632,360.95
34,874,034.35
545,450,173.77
582,479,021.65
55,000,000.00
55,000,000.00
561,330,800.42
648,972,313.06
80,258,263.80
13,980.58
117,435,554.98
62,609,172.40
4,920,152.57
3,515,290.90
2,071,257.08
4,341,222.30
6,652,062.63
827,682,072.06
774,437,998.66
1,373,132,245.83
1,356,917,020.31
582,479,021.65
55,000,000.00
648,972,313.06
62,609,172.40
3,515,290.90
4,341,222.30
774,437,998.66
1,356,917,020.31

– 34 –

Item

Closing Balance Operating Balance

Current liabilities:

Short-term borrowings
Bills payables
Accounts payables
Receipts in advance
Employee compensation payable
Taxes payable
Interest payable
Dividend payable
Other payables
Non-current liabilities due within one year
Other current liabilities
tal current liabilities
on-current liabilities:
Long-term borrowings
Accrued liability
Deferred income
Deferred tax liabilities
Other non-current liabilities
tal non-current liabilities
tal Liabilities
366,009,000.00
39,537,119.64
10,817,124.88
14,451,972.62
11,764,954.55
2,214,172.42
43,147,078.23
87,076,248.22
575,017,670.56
130,781,745.65
108,193,683.26
238,975,428.91
813,993,099.47
20,000,000.00
90,000,000.00
46,373,902.20
14,391,654.50
25,743,969.95
15,381,067.45
713,868.25
42,578,922.04
471,337,062.91
726,520,447.30
87,836,374.23
19,290,781.82
107,127,156.05
833,647,603.35

Total current liabilities

Non-current liabilities:

Total non-current liabilities

Total Liabilities

– 35 –

Closing Balance Operating Balance

Item

Owners’ equity
Share capital 526,766,875.00 526,766,875.00
Capital reserve 1,488,406,708.39 1,473,105,039.50
Surplus reserve 51,365,509.04 51,365,509.04
Undistributed profit -1,507,399,946.07 -1,527,968,006.58
Total owners’ equity attributable to
owners of the Company 559,139,146.36 523,269,416.96
Minority interests
Total owners’ equity 559,139,146.36 523,269,416.96
Total liabilities and owners’ equity 1,373,132,245.83 1,356,917,020.31
Person in charge of
Person in charge of
Legal representative: accounting:
accounting department:
Zhang Chong Ma Yan
Chen Jing

– 36 –

Balance Sheet of the Company 31 December, 2017

Prepared by: Luoyang Glass Company Limited*

Item
Current Assets:
Cash and cash equivalents
Bills receivables
Accounts receivables
Prepayments
Other receivables
Inventories
Assets classified as held for sale
Non-current assets due within one year
Other current assets
Total current assets
Non-current assets:
Held-to-maturity investment
Long-term receivables
Long-term equity investment
Investment properties
Fixed assets
Construction in progress
Intangible assets
Long-term deferred expenses
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets
Unit: Yuan
Closing Balance
52,744,789.07
7,469,611.05
204,327,727.83
30,238.87
31,131,296.66
489,663.39
296,193,326.87
55,000,000.00
868,986,593.99
2,508,762.95
63,612,709.86
162,000.00
990,270,066.80
1,286,463,393.67
Currency: RMB
Opening Balance
109,837,249.29
12,832,190.32
207,658,323.10
58,700.86
82,751,723.72
52,829.24
413,191,016.53
55,000,000.00
748,986,593.99
2,878,637.33
6,674,333.25
270,000.00
813,809,564.57
1,227,000,581.10

– 37 –

Closing Balance Opening Balance

Item

Current liabilities:

Short-term borrowings 347,509,000.00 347,509,000.00
Bills payable 90,000,000.00
Accounts payable 5,062,801.26 15,317,580.28
Receipts in advance 7,813,062.37 11,625,410.24
Employee compensation payable 8,089,982.67 8,015,791.49
Taxes payable 566,122.59 807,117.66
Interest payable 472,432.69
Dividend payable
Other payables 465,380,879.74 281,486,640.75
Liabilities classified as held for sale
Non-current liabilities due within one year 404,406.94 386,428,324.30
Other current liabilities
Total current liabilities 835,298,688.26 793,680,864.72
Non-current liabilities:
Long-term borrowings 606,605.65 946,806.31
Other non-current liabilities
Total non-current liabilities 606,605.65 946,806.31
Total Liabilities 835,905,293.91 794,627,671.03
Owners’ equity:
Share capital 526,766,875.00 526,766,875.00
Capital reserve 1,268,692,769.04 1,253,391,100.15
Surplus reserve 51,365,509.04 51,365,509.04
Undistributed profit -1,396,267,053.32 -1,399,150,574.12
Total owners’ equity 450,558,099.76 432,372,910.07
Total liabilities and owners’ equity 1,286,463,393.67 1,227,000,581.10
Person in charge of Person in charge of
Legal representative: accounting: accounting department:
Zhang Chong Ma Yan Chen Jing

– 38 –

Consolidated Income Statement January–December 2017

Unit: Yuan Currency: RMB

Amount for Amount for current period previous period I. Total operating revenue 367,047,136.12 392,095,626.14 Including: Operating revenue 367,047,136.12 392,095,626.14 II. Total operating costs 419,356,209.01 472,351,862.60 Including: Operating costs 256,499,345.38 343,709,563.17 Taxes and surcharges 6,956,503.80 5,232,136.49 Selling expenses 6,851,477.86 7,482,306.95 Administration expenses 98,426,434.95 87,025,947.92 Finance expenses 29,554,391.47 8,433,936.20 Impairment loss on assets 21,068,055.55 20,467,971.87 Gain on disposal of assets (loss is represented by “-”) 6,063,804.98 239,093.33 Other income 39,751,226.80 Operating profit (loss is represented by “-”) -6,494,041.11 -80,017,143.13 Add: Non-operating income 40,561,205.33 105,623,639.01 Less: Non-operating expenses 400,598.58 4,435,999.98 IV. Total profit (total loss is represented by “-”) 33,666,565.64 21,170,495.90 Less: Income tax expenses 13,098,505.13 9,654,432.12 V. Net profit (net loss is represented by “-”) 20,568,060.51 11,516,063.78 (I) Classified on a going concern basis 1. Ne t profit from continued operation (Net loss is represented by “-”) 20,568,060.51 11,516,063.78 2. Ne t profit from discontinued operation (Net loss is represented by “-”) (II) Classified by ownership 1. Pro fit or loss attributable to minority interests 2. Ne t profit attributable to the shareholders of the Parent Company 20,568,060.51 11,516,063.78

Item

  • I. Total operating revenue Including: Operating revenue

II. Total operating costs

III. Operating profit (loss is represented by “-”) Add: Non-operating income Less: Non-operating expenses

IV. Total profit (total loss is represented by “-”) Less: Income tax expenses

V. Net profit (net loss is represented by “-”)

– 39 –

Amount for Amount for
Item current period previous period
VI. Other comprehensive income net of tax
VII. Total comprehensive income 20,568,060.51 11,516,063.78
Total comprehensive income attributable to
owners of the parent company 20,568,060.51 11,516,063.78
Total comprehensive income attributable to
minority interests
VIII. Earnings per share
(I) Basic earnings
per share (RMB/share) 0.04 0.02
(II) Diluted earnings
per share (RMB/share) 0.04 0.02
Person in charge of
Legal representative: Chief accountant: accounting department:
Zhang Chong Ma Yan Chen Jing

– 40 –

Income Statement of the Company January–December 2017

Unit: Yuan Currency: RMB

Amount for Amount for
Item current period previous period
I. Operating revenue 176,945,128.22 181,485,316.09
Less: Operating costs 174,063,052.65 179,007,684.25
Taxes and surcharges 1,120,916.64 81,363.39
Selling expenses 534,770.21 795,650.43
Administration expenses 20,920,881.42 31,401,951.45
Finance expenses 26,328,207.69 121,920.22
Impairment loss on assets 600,521.22 93,488,833.51
Investment income
(loss is represented by “-”) 11,085,247.18 11,066,925.00
Gain on disposal of assets (loss is
represented by “-”) -4,235.58
Other income
II. Operating profit (loss is represented by “-”) -35,537,974.43 -112,349,397.74
Add: Non-operating income 38,622,001.35 70,032,828.38
Less: Non-operating expenses 200,506.12 3,399,038.30
III. Total profit (total loss is represented by “-”) 2,883,520.80 -45,715,607.66
Less: Income tax expenses
IV. Net profit (loss is represented by “-”) 2,883,520.80 -45,715,607.66
(I) Ne t profit from continued operation
(Net loss is represented by “-”) 2,883,520.80 -45,715,607.66
(II) Ne t profit from discontinued operation
(Net loss is represented by “-”)
V. Other comprehensive income net of tax
VI. Total comprehensive income 2,883,520.80 -45,715,607.66
VII. Earnings per share
(I) Ba sic earnings
per share (RMB/share)
(II) Di luted earnings
per share(RMB/share)
Person in charge of
Legal representative: Chief accountant: accounting department:
Zhang Chong Ma Yan Chen Jing

– 41 –

Consolidated Cash Flow Statement January–December 2017

Unit: Yuan Currency: RMB

Amount for Amount for
Item current period previous period
I. Cash flows from operating activities:
Cash received from sale of goods or
rendering of services 180,851,556.08 136,730,044.67
Tax refunds received
Other cash received from activities related to
operation 71,981,153.19 115,177,751.23
Sub-total of cash inflow from operating activities 252,832,709.27 251,907,795.90
Cash paid for purchase of goods and
rendering of services 65,795,658.53 100,904,584.34
Cash paid to and on behalf of employees 92,293,809.21 75,241,190.93
Tax payments 27,030,576.69 21,684,812.32
Other cash paid for activities related to operation 17,259,333.52 23,524,286.36
Sub-total of cash outflow from operating
activities 202,379,377.95 221,354,873.95
Net cash flow from operating activities 50,453,331.32 30,552,921.95
II. Cash flow from investment activities:
Cash from recovery of investment
Cash received from return of investment
Net cash received from disposal of fixed assets,
intangible assets and other long term assets 2,348,600.00 322,732.92
Net cash received from disposal of subsidiaries
and other operating units
Other cash received from activities related to
investment 100,000,000.00 9,930,000.00
Sub-total of cash inflow from investment
activities 102,348,600.00 10,252,732.92
Cash paid for purchase and construction of
fixed assets, intangible assets and other
long-term assets 40,361,244.33 56,177,058.27
Cash paid for investment
Net cash paid for acquisition of subsidiaries
and other operating entities
Other cash paid for activities related to
investment 104,992,752.67
Sub-total of cash outflow from investment
activities 40,361,244.33 161,169,810.94
Net cash flow from investment activities 61,987,355.67 -150,917,078.02

– 42 –

Amount for Amount for
Item current period previous period
III. Cash flow from financing activities:
Cash received from capital contributions 209,624,984.30
Proceeds from loans 173,300,000.00 120,000,000.00
Other cash received from financing-related
activities 372,779,589.38 340,319,034.02
Sub-total of cash inflow from financing activities 546,079,589.38 669,944,018.32
Cash paid for repayment of loans 153,584,862.41 141,829,011.07
Cash payment for distribution of dividends and
profits or repayment of interest 22,198,364.85 6,927,438.38
Other cash paid for financing-related activities 420,709,622.86 330,638,185.77
Sub-total of cash outflow from financing
activities 596,492,850.12 479,394,635.22
Net cash flow from financing activities -50,413,260.74 190,549,383.10
IV. Effects of changes in exchange rate on cash
and cash equivalents -431.33 428.59
V. Net increase in cash and cash equivalents 62,026,994.92 70,185,655.62
Add: Opening balance of cash and cash
equivalents 112,528,516.53 42,342,860.91
VI. Closing balance of cash and cash equivalents 174,555,511.45 112,528,516.53
Person in charge of
Legal representative:
Chief accountant:
accounting department:
Zhang Chong
Ma Yan
Chen Jing

– 43 –

Cash Flow Statement of the Company January–December 2017

Unit: Yuan Currency: RMB

Amount for Amount for
Item current period previous period
I. Cash flows from operating activities:
Cash received from sale of goods or
rendering of services 75,092,063.97 73,259,614.17
Tax refunds received
Other cash received from activities related to
operation 77,674,347.14 94,349,331.54
Sub-total of cash inflow from operating activities 152,766,411.11 167,608,945.71
Cash paid for goods purchased and services
rendered 1,086,900.00 24,063,475.66
Cash paid to and on behalf of employees 12,143,285.40 25,871,529.56
Tax payments 1,407,217.36 798,236.01
Other cash paid for activities related
to operation 128,184,563.20 15,144,757.50
Sub-total of cash outflow from operating
activities 142,821,965.96 65,877,998.73
Net cash flow from operating activities 9,944,445.15 101,730,946.98
II. Cash flow from investment activities:
Cash from recovery of investment
Cash received from return of investment
Net cash received from disposal of fixed assets,
intangible assets and other long-term assets
400,000.00
Other cash received from activities related to
investment 43,164,222.88 9,930,000.00
Sub-total of cash inflow from investment
activities 43,564,222.88 9,930,000.00
Cash paid for purchase and construction of
fixed assets, intangible assets and
other long-term assets 3,361,300.60 55,076,952.45
Cash paid for investment
120,000,000.00
Other cash paid for activities related to
investment 104,992,752.67
Sub-total of cash outflow from investment
activities 123,361,300.60 160,069,705.12
Net cash flow from investment activities -79,797,077.72 -150,139,705.12

– 44 –

Amount for Amount for
Item current period previous period
III. Cash flow from financing activities:
Cash received from capital contributions 209,624,984.30
Other cash received from activities related to
financing
Other cash received from activities related to
financing 938,578,015.21 548,024,419.90
Sub-total of cash inflow from financing activities 938,578,015.21 757,649,404.20
Cash paid for repayment of loans 37,636,864.81 43,410,524.18
Cash paid for dividends, profit, or interest
payment 13,537,872.66 40,688.87
Other cash paid for financing-related activities 831,042,674.06 601,374,849.08
Sub-total of cash outflow from financing
activities 882,217,411.53 644,826,062.13
Net cash flow from financing activities 56,360,603.68 112,823,342.07
IV. Effects of changes in exchange rate on cash
and cash equivalents -431.33 428.59
V. Net increase in cash and cash equivalents -13,492,460.22 64,415,012.52
Add: Opening balance of cash and cash
equivalents 64,837,249.29 422,236.77
VI. Closing balance of cash and cash equivalents 51,344,789.07 64,837,249.29
Person in charge of
Legal representative:
Chief accountant:
accounting department:
Zhang Chong
Ma Yan
Chen Jing

– 45 –

Consolidated Statement of Changes in Owners’ Equity January–December 2017

Unit: Yuan Currency: RMB

Item
I. Balance at the end
of last year
Add: C hanges in
accounting
policies
Effects of correction
of prior period
errors
Business
combination
under common
control
Others
II. Balance at the
beginning of the year
III. Increase/decrease in
the year (decrease is
represented by “-”)
(I) T otal comprehensive
income
(II)S hareholders’
contribution and
decrease in capital
Others
(III)Profit distribution
(IV)I nternal carry-forward
of shareholders’
equity
(V)Special reserve
(VI)Others
IV. Balance at the end of
the year
Current Period
Equity attributable to owners of the Company
Share
capital
Other equity instruments
Capital
reserve
Less:
Treasury
stock
Other
comprehensive
income
Special
reserve
Surplus
reserve
General
risk
provisions
Undistributed
profit
Minority
interest
Total
shareholder’s
equity
Preferential
shares
Perpetual
bonds
Others
526,766,875.00
1,473,105,039.50
51,365,509.04
-1,527,968,006.58
523,269,416.96
526,766,875.00
1,473,105,039.50
51,365,509.04
-1,527,968,006.58
523,269,416.96
15,301,668.89
20,568,060.51
35,869,729.40
20,568,060.51
20,568,060.51
15,301,668.89
15,301,668.89
15,301,668.89
15,301,668.89
526,766,875.00
1,488,406,708.39
51,365,509.04
-1,507,399,946.07
559,139,146.36

– 46 –

Last Period
Equityattributable to owners of the Company
Other equity instruments Less: Other General Total
Share Preferential Perpetual Capital
Treasury

comprehensive
Special Surplus risk Undistributed Minority shareholder’s
Item capital shares bonds Others reserve stock income reserve reserve provisions profit interest equity
I. Balance at the end
of last year 515,018,242.00 1,251,445,315.32 51,365,509.04 -1,539,484,070.36 278,344,996.00
II. Balance at the
beginning of the year 515,018,242.00 1,251,445,315.32 51,365,509.04 -1,539,484,070.36 278,344,996.00
III. Increase/decrease in
the year (decrease is
represented by “-”) 11,748,633.00 221,659,724.18 11,516,063.78 244,924,420.96
(I) T otal comprehensive
income 11,516,063.78 11,516,063.78
(II)S hareholders’
contribution and
decrease in capital 11,748,633.00 221,659,724.18 233,408,357.18
1. O rdinary shares
paid by
shareholders 11,748,633.00 197,876,351.30 209,624,984.30
2. Others 23,783,372.88 23,783,372.88
(III)Profit distribution
(IV)I nternal carry-forward
of shareholders’
equity
(V)Special reserve
(VI)Others
IV. Balance at the end of
the year 526,766,875.00 1,473,105,039.50 51,365,509.04 -1,527,968,006.58 523,269,416.96
Person in charge of
Legal representative: Chief accountant: accounting department:
Zhang Chong Ma Yan Chen Jing

– 47 –

Statement of Changes in Owners’ Equity of the Company January–December 2017

Unit: Yuan Currency: RMB

Item
I. Balance at the end of
last year
II. Balance at the
beginning of
the year
III. Increase/decrease in
the year (decrease
is represented by
“-”)
(I)T otal
comprehensive
income
(II)O wners’
contribution
and decrease in
capital
Others
(III)Profit distribution
(IV)I nternal carry-
forward of owners’
equity
(V)Special reserve
(VI)Others
IV. Balance at the end of
the year
Current Period
Share
capital
Other equity instruments
Capital
reserve
Less:
Treasury
stock
Other
comprehensive
income
Special
reserve
Surplus
reserve
Undistributed
profit
Total
owners’
equity
Preferential
shares
Perpetual
bonds
Others
526,766,875.00
1,253,391,100.15
51,365,509.04
-1,399,150,574.12
432,372,910.07
526,766,875.00
1,253,391,100.15
51,365,509.04
-1,399,150,574.12
432,372,910.07
15,301,668.89
2,883,520.80
18,185,189.69
2,883,520.80
2,883,520.80
15,301,668.89
15,301,668.89
15,301,668.89
15,301,668.89
526,766,875.00
1,268,692,769.04
51,365,509.04
-1,396,267,053.32
450,558,099.76

– 48 –

Last Period

Last Period
Other equity instruments Less: Other Total
Share
Preferential
Perpetual Capital Treasury comprehensive Special Surplus Undistributed owners’
Item capital shares bonds Others reserve stock income reserve reserve profit equity
I. Balance at the end of
last year 515,018,242.00 1,030,115,828.84 51,365,509.04 -1,353,434,966.46 243,064,613.42
II. Balance at the
beginning of
the year 515,018,242.00 1,030,115,828.84 51,365,509.04 -1,353,434,966.46 243,064,613.42
III. Increase/decrease in
the year (decrease
is represented by
“-”) 11,748,633.00 223,275,271.31 -45,715,607.66 189,308,296.65
(I) T otal
comprehensive
income -45,715,607.66 -45,715,607.66
(II) O wners’
contribution
and decrease in
capital 11,748,633.00 221,659,724.18 233,408,357.18
1. O rdinary shares
paid by
shareholders 11,748,633.00 197,876,351.30 209,624,984.30
2. Others 23,783,372.88 23,783,372.88
(III)Profit distribution
(IV) I nternal carry-
forward of owners’
equity
(V) Special reserve
(VI) Others 1,615,547.13 1,615,547.13
IV. Balance at the end of
the year 526,766,875.00 1,253,391,100.15 51,365,509.04 -1,399,150,574.12 432,372,910.07
Person in charge of
Legal representative: Chief accountant: accounting department:
Zhang Chong Ma Yan Chen Jing

– 49 –

NOTES TO THE FINANCIAL STATEMENTS For the year 2017 (Expressed in RMB)

I. COMPANY PROFILE

Luoyang Glass Company Limited (the “ Company ”) is a company incorporated in the People’s Republic of China (the “ PRC ”) as a joint stock limited company. The activities of the Company and its subsidiaries are manufacturing and sale of photoelectric glass.

II. IMPORTANT ACCOUNTING POLICIES

1. Basis for preparation of financial statements

The financial statements of the Company have been prepared on a going concern basis in respect of the actual transactions and events in accordance with the Accounting Standards for Business Enterprises, the Application Guideline of the Accounting Standards for Business Enterprises, the Interpretation to the Accounting Standards for Business Enterprises and other regulations issued by the Ministry of Finance, and based on the following significant accounting policies and estimates.

2. Accounting period

Accounting year of the Company is the calendar year from January 1 to December 31.

3. Measurement currency

The Company’s reporting currency is the Renminbi (“ RMB ”).

– 50 –

4. Preparation method of consolidated financial statements

The Company incorporates the subsidiaries over which the Company owns actual control and the entities for special purpose into the scope of the consolidated financial statements.

The Company’s consolidated financial statements are prepared pursuant to the requirements of the Accounting Standards for Business Enterprises No. 33 – Consolidated Financial Statements and the relevant regulations, and offset all significant internal transactions and deals within the consolidation scope at the time of consolidation. Shareholders’ equity of the subsidiaries that are not attributable to the parent company is presented as minority equity in the consolidated financial statements separately.

If the accounting policies or accounting period adopted by the subsidiaries are different from that of the Company, in preparation of the consolidated financial statements, necessary adjustment is made to the financial statements of the subsidiaries according to the Company’s accounting policies or accounting period.

As to the subsidiaries acquired through business merger under non-common control, in preparation of the consolidated financial statements, subsidiaries individual financial statements are adjusted based on the fair value of the net identifiable assets on the date of acquisition; as to the subsidiaries acquired through business merger under common control, such business merger is deemed having been accrued at the beginning of the year for merger, and the assets, liabilities, operating results and cash flows are included in the consolidated financial statements from the beginning of the year for merger.

III. SEGMENT REPORTING

During the year, the Company’s revenue mainly generated from the sale of photoelectric glass, thus it is regarded as the single reportable segment. The management of the Company reviewed the Company’s performance based on such single segment and regularly reviewed its financial information to determine resources allocation thereto and assess its performance.

– 51 –

1. Geographic information

The following table sets out information about the geographical location of the Company’s revenue from external customers and the Company’s noncurrent assets (excluding financial assets and deferred income tax assets). The geographical location of customers is stated as the location at which goods were delivered to customers. The geographical location of fixed assets, construction in progress and lease prepayments under non-current assets is determined as the physical location of the assets; the geographical location of intangible assets and exploration and evaluation assets is determined as the location of relevant operations; the geographical location of interests in associates and other investments is determined as the location of their respective operations.

Item
China
Total
Revenue from external customers
2017
2016
367,047,136.12
392,095,626.14
367,047,136.12
392,095,626.14
Non-current assets
31 December
2017
31 December
2016
770,610,814.98
715,096,776.36
770,610,814.98
715,096,776.36

2. Major customers

The Company has a relatively concentrated major customer base in 2017. The transaction amount of its top 5 sales customers exceeds 50% of the Company’s revenue.

– 52 –

IV. TURNOVER

Turnover is the invoiced value of the goods sold to the customers after deduction of any trade discounts, VAT and added value; and the analyses of turnover are as follows:

(1) Details of operating revenue

Amount for Amount for Item current period previous period Revenue from main operating activities 348,115,904.29 380,091,217.36 Revenue from other operating activities 18,931,231.83 12,004,408.78 Total operating revenue 367,047,136.12 392,095,626.14 (2) Revenue from main operating activities by product Designation of product Amount for Amount for or labor service current period previous period Photoelectric glass 348,115,904.29 380,091,217.36 Total 348,115,904.29 380,091,217.36 V. OTHER INCOME Amount for Amount for Item current period previous period Government grant 39,751,226.80 Total 39,751,226.80

– 53 –

VI. GAINS ON THE DISPOSAL OF ASSETS

Item
Gains and losses from disposal
of fixed assets
Gains and losses from disposal of
Intangible assets
Total
VII. NON-OPERATING INCOME
Item
Government grant
Income from debt restructuring
Others
Total
VIII.PRE-TAX PROFITS
Pre-tax profits have (deducted)/included:
(1) Financial expenses
Item
Interest expense
Less: interest income
Exchange losses
(less: exchange income)
Other finance expenses
Total
Amount for
current period
6,002,653.36
61,151.62
6,063,804.98
Amount for
current period
38,450,106.00
2,000,783.33
110,316.00
40,561,205.33
Amount for
current period
26,379,527.79
711,870.89
-238,846.73
4,125,581.30
29,554,391.47
Amount for
previous period
-15,780.57
254,873.90
239,093.33
Amount for
previous period
102,455,677.91
3,130,969.27
36,991.83
105,623,639.01
Amount for
previous period
9,207,506.10
3,669,695.12
113,943.65
2,782,181.57
8,433,936.20

– 54 –

(2) Operating costs

Item
Principal business costs
Other business costs
Total of operating costs
(3) Tax and surcharges
Item
Business tax
Property tax
Land-use tax
City maintenance tax
Education surcharges
Others
Total
(4) Selling expenses
Item
Staff expense
Depreciation expenses
Transportation costs
Loading and unloading expenses
Travel Expense
Other selling expenses
Total
Amount for
current period
250,159,922.45
6,339,422.93
256,499,345.38
Amount for
current period
2,074,194.28
3,611,055.11
449,083.06
320,773.60
501,397.75
6,956,503.80
Amount for
current period
4,389,291.11
174,878.85
887,604.11
459,594.80
532,402.03
407,706.96
6,851,477.86
Amount for
previous period
337,501,702.46
6,207,860.71
343,709,563.17
Amount for
previous period
5,741.68
1,382,796.18
1,710,769.63
1,692,633.65
275,385.63
164,809.72
5,232,136.49
Amount for
previous period
5,255,815.70
237,707.59
203,121.71
624,331.64
443,600.90
717,729.41
7,482,306.95

– 55 –

(5) Administrative expenses

Item
Staff expense
Depreciation of fixed assets
Amortization of intangible assets
Intermediary engagement
and consulting fees
Research and development fees
Repairing cost
Taxes
Staff settlement fees
Other expenses
Total
(6) Asset impairment loss
Item
Bad debt loss
Inventory falling price loss
Impairment loss of fixed assets
Total
(7) Non-operating expenses
Item
Indemnities, liquidated
damages and penalties
Others expenses
Total
Amount for
current period
28,283,042.04
3,832,378.65
2,691,951.27
17,937,955.22
17,793,597.50
1,494,572.99
19,411,503.76
6,981,433.52
98,426,434.95
Amount for
current period
1,586,196.00
9,926,191.35
9,555,668.20
21,068,055.55
Amount for
current period
51,014.49
349,584.09
400,598.58
Amount for
previous period
37,479,187.08
2,612,502.24
1,840,418.68
7,864,025.28
21,276,277.57
794,003.10
2,282,801.22
9,171,745.41
3,704,987.34
87,025,947.92
Amount for
previous period
-4,058,434.40
22,054,121.69
2,472,284.58
20,467,971.87
Amount for
previous period
4,431,441.73
4,558.25
4,435,999.98

– 56 –

IX. INCOME TAX EXPENSES

Item
Current income tax expenses based on tax
laws and relevant regulations
Deferred income tax expenses
Total
Amount for
current period
10,828,539.91
2,269,965.22
13,098,505.13
Amount for
previous period
9,904,280.09
-249,847.97
9,654,432.12

Note: Longhai Company and Bengbu Company, the wholly-owned subsidiaries of the Company, have been approved as the high-tech enterprise in 2016 and paid the enterprise income tax at a tax rate of 15% in 2017.

X. DIVIDENDS

The Company’s Board of Directors did not recommend distributing dividends for the year ended 31 December 2017.

XI. BASIC EARNINGS PER SHARE

The basic earnings per share are calculated by the merging net profits of the holders of ordinary shares in the parent company divided by weighted average of the ordinary shares issued by the parent company:

Item
Net profits attributable to the holders
of ordinary shares of the Company
Closing total shares
Basic earnings per share
Amount for
current period
20,568,060.51
526,766,875.00
0.04
Amount for
previous period
11,516,063.78
526,766,875.00
0.02

For the year ended 31 December 2017, the Company does not have any potential diluted shares, so no diluted earnings per share are calculated.

– 57 –

XII. ACCOUNTS RECEIVABLE AND NOTES RECEIVABLE

1. Accounts receivable:

Item
Account receivable
Less: Provision for bad debts
Net amount
Carrying amount
160,817,363.43
55,504,319.97
105,313,043.46
Opening balance
156,466,612.01
54,575,282.88
101,891,329.13

Generally, 1 to 6 months of credit period are granted to the main customers and the Company sells its products by receiving advances for new customers or customers with small business.

The aging of accounts receivable based on their recording dates is analysed as below:

Aging
Within 1 year
1–2 years
2–3 years
3–4 years
4–5 years
Over 5 years
Total
2.
Notes receivable by category
Item
Bank acceptance
Trade acceptance
Total
Closing balance
78,591,460.02
28,161,799.88
13,125.10
79,720.82
605,589.30
53,365,668.31
160,817,363.43
Closing balance
86,642,392.18
86,642,392.18
Opening balance
98,896,250.79
1,880,549.56
1,718,554.05
605,589.30
2,672,254.67
50,693,413.64
156,466,612.01
Opening balance
45,586,571.00
400,000.00
45,986,571.00

– 58 –

XIII. ACCOUNTS PAYABLE AND NOTES PAYABLE

1. Accounts payable by aging

Item
Within 1 year (including 1 year)
Over 1 year
Total
2.
Notes payable by category
Item
Bank acceptance
Total
Closing balance
25,532,687.36
14,004,432.28
39,537,119.64
Closing balance
Opening balance
17,853,268.60
28,520,633.60
46,373,902.20
Opening balance
90,000,000.00
90,000,000.00

XIV. RESERVES 1. Capital reserve

Item
I. Share capital premium
II. Other capital reserves
Total
Opening balance
1,400,804,566.23
72,300,473.27
1,473,105,039.50
Increase
in this period
Decrease
in this period
15,301,668.89
15,301,668.89
Closing balance
1,400,804,566.23
87,602,142.16
1,488,406,708.39

Notes: Pursuant to the performance compensation commitment to Bengbu Company issued by CLFG in November 2015, since the performance of Bengbu Company in 2017 has not reached its committed amount, RMB15,301,668.89 of performance committed compensation payable by CLFG to the Company included in the capital reserve.

– 59 –

2. Surplus reserve

Increase
Decrease
Item
Opening balance
in this period **in this period ** Closing balance
Statutory surplus reserve
51,365,509.04
51,365,509.04
Total
51,365,509.04
51,365,509.04
Undistributed profits
Closing balance
Percentage
of allocation or
Item Amount distribution
Undistributed profit at the end of the
previous year before adjustment -1,527,968,006.58
Total of adjustment of undistributed
profit at the beginning of the
period (increase expresses with+,
and decrease expressed with -)
Undistributed profit at the beginning
of the period after adjustment -1,527,968,006.58
Add: Net profit attributable to
owners of parent company during
the period 20,568,060.51
Less: Appropriation to Statutory
surplus reserve
Appropriation to discretionary
surplus reserve
Dividend payable in respect of
ordinary shares
Dividend on ordinary shares as
converted into share capital
Undistributed profit at the end of the
period -1,507,399,946.07

3. Undistributed profits

– 60 –

XV. MATTERS AFTER BALANCE SHEET DATE

1. The company’s significant asset restructuring was reviewed by the Listed Companies Merger and Reorganization Vetting Committee of China Securities Regulatory Commission

The Issuance of Shares by Luoyang Glass Company Limited to China Luoyang Float Glass (Group) Company Limited for Asset Acquisition and Raising of Supporting Funds Proceeds (CSRC Permit [2018] No. 475) received from CSRC on 19 March 2018 approved that the Company issued 10,097,588 shares to China Luoyang Float Glass (Group) Company Limited.,3,029,276 shares to Hefei High-Tech Construction Investment Group Company,6,377,490 shares to Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd., 2,365,976 shares to CNBMG Bengbu Design & Research Institute for Glass Industry Co., Ltd., 708,610 shares to China Triumph International Engineering Co., Ltd., 7,508,991 shares to Triumph Technology Group Company, 1,877,247 shares to Yixing Environmental Technology Innovation Venture Investment Company Limited and 1,065,338 shares to GCL System Integration Technology Co., Ltd, respectively, and approved that the supporting funds proceeds raised from the non-public issuance of shares of the Company does not exceed RMB511,865,700.

Chairman: Zhang Chong Luoyang Glass Company Limited 22 March 2018

As at the date of this announcement, the Board comprises four executive Directors: Mr. Zhang Chong, Mr. Ni Zhisen, Mr. Wang Guoqiang and Mr. Ma Yan; one non-executive Directors: Mr. Xie Jun; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.

– 61 –