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RoboSense Technology Co., Ltd — Audit Report / Information 2017
Aug 7, 2017
50628_rns_2017-08-07_2dc73019-ff3e-494f-a52a-bba28bdb1f18.pdf
Audit Report / Information
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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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ANNOUNCEMENT IN RESPECT OF THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE REORGANISATION
Luoyang Glass Company Limited (the “ Company ”) and all members of the board (the “ Board ”) of directors (the “ Directors* ”) of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of this announcement, and accept several and joint responsibilities for any false information, misleading statements or material omissions in this announcement.
This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
References are made to the announcements of the Company dated (i) 7 February 2017 in relation to its (a) very substantial acquisitions and connected transactions; (b) the proposed A share placing; and (c) application for whitewash waiver (the “ Announcement ”); and (ii) 24 February 2017 in relation to, among other things, the update of the proposed A share placing. Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the Announcement.
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Since the Reorganisation of the Company constitutes a significant asset restructuring of listed companies according to the relevant PRC laws and regulations, the Company is required to prepare the pro forma consolidated financial statements of the Company for the Reorganisation according to the relevant requirements of the “Administrative Measures for Significant Asset Restructuring of Listed Companies (上市公司重大資產 重組管理辦法)” and the “Standards concerning the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 26 – Significant Asset Restructuring of Listed Companies (公開發行證券的公司信息披露內容與格式準則第 26號 – 上市公司重大資產重組)” (Revised in 2014) of the CSRC.
The Appendix I to this announcement is the “Auditors’ Report (審計報告)” (WUYIGE Shen Zi [2017] No.2–01204) issued by WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP. as at 7 August 2017, which contains the pro forma consolidated financial statements of the Company and its subsidiaries for the five months ended 31 May 2017 and for the year ended 31 December 2016, prepared in accordance with the PRC Accounting Standards for Business Enterprises, for the purpose of submission by the Company to the CSRC as one of the significant asset restructuring documents. Such report is prepared in Chinese and the English translation is provided for reference only.
(Unless otherwise stated, the figures contained in this announcement are denominated in Renminbi.)
By order of the Board Luoyang Glass Company Limited* Zhang Chong Chairman
Luoyang, the PRC 7 August 2017
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 nonexecutive Director: Mr. Xie Jun; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.
- For identification purposes only
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APPENDIX I
LUOYANG GLASS COMPANY LIMITED* AUDITORS’ REPORT WUYIGE Shen Zi [2017] No. 2-01204
大信會計師事務所(特殊普通合夥)
WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP
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AUDITORS’ REPORT
WUYIGE Shen Zi [2017] No. 2-01204
To the Shareholders of Luoyang Glass Company Limited*
We have audited the accompanying pro forma financial statements of Luoyang Glass Company Limited (the “ Company* ”) prepared in accordance with the basis of preparation set out in note 3 thereto, which comprise the pro forma consolidated balance sheets of the Company as at 31 May 2017 and 31 December 2016, the pro forma consolidated income statements of the Company for the period from January to May of 2017 and the year ended 31 December 2016 and the notes to the pro forma financial statements.
I. Management’s Responsibilities
Management of the Company is responsible for the preparation and fair presentation of the pro forma financial statements. This responsibility includes: (1) preparing and fairly presenting the pro forma financial statements in accordance with requirements of the Accounting Standards for Business Enterprises and the basis of preparation as set out in the notes to the pro forma financial statements; (2) designing, implementing and maintaining necessary internal control so that the pro forma financial statements are free from material misstatement, whether due to fraud or error.
II. Certified Public Accountants’ Responsibilities
Our responsibility is to express an opinion on the pro forma financial statements based on our audit. We conducted our audit in accordance with the Chinese Auditing Standards issued by the Chinese Institute of Certified Public Accountants. Those standards require us to comply with ethical requirements, and plan and perform the audit to obtain a reasonable assurance as to whether the pro forma financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the pro forma financial statements. The procedures selected depend on the judgment of the certified public accountants, including the assessment of the risks of material misstatement of the pro forma financial statements, whether due to fraud or error. In making those risk assessments, we consider the internal control relating to the preparation of pro forma financial statements so as to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the pro forma financial statements.
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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
III. Opinion
In our opinion, the pro forma financial statements have been prepared, in all material aspects, in accordance with the requirements of the Accounting Standard for Business Enterprises and the basis of preparation as set out in the note 3 to the accompanying pro forma financial statements, which give a fair view of the pro forma financial position of the Company as at 31 May 2017 and 31 December 2016 and the pro forma operating results of the Company for the period from January to May of 2017 and the year ended 31 December 2016.
IV. Other Explanations
This report is to be used solely by the Company for submissions to the China Securities Regulatory Commission in connection with its significant assets restructuring, and shall not be used for any other purpose. We and our certified public accountants who performed this engagement take no responsibility for any consequences arising from inappropriate use of this report.
WUYIGE Certified Public Accountants LLP Chinese Certified Public Accountant: Qiao Guanfang Beijing, the PRC Chinese Certified Public Accountant: Wang Haizhou
7 August 2017
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Pro Forma Consolidated Balance Sheet
| Prepared by: Luoyang Glass Company | Limited* | Unit: RMB Yuan | |
|---|---|---|---|
| Item | Notes | 31 May 2017 | 31 December 2016 |
| Current Assets: | |||
| Cash and cash equivalents | VII (1) | 158,756,516.02 | 248,020,020.85 |
| Financial assets at fair value through | |||
| profit or loss | |||
| Derivative financial assets | |||
| Bills receivables | VII (2) | 223,290,507.17 | 104,356,977.54 |
| Accounts receivables | VII (3) | 552,674,902.11 | 356,764,683.62 |
| Prepayments | VII (4) | 14,088,209.35 | 9,150,661.72 |
| Interests receivables | |||
| Dividends receivables | |||
| Other receivables | VII (5) | 36,161,429.08 | 109,961,482.90 |
| Inventories | VII (6) | 228,169,240.65 | 225,066,290.40 |
| Classified as assets held for sale | |||
| Non-current assets due within one year | |||
| Other current assets | VII (7) | 55,077,329.27 | 66,898,919.96 |
| Total current assets | 1,268,218,133.65 | 1,120,219,036.99 |
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| Item Notes Non-current assets: Available-for-sale financial assets VII (8) Held-to-maturity investments Long-term receivables VII (9) Long-term equity investments Investment properties Fixed assets VII (10) Construction in progress VII (11) Construction materials Disposal of fixed assets Productive biological assets Gas assets Intangible assets VII (12) Development expenditure Goodwill Long-term deferred expenses VII (13) Deferred tax assets VII (14) Other non-current assets VII (15) Total non-current assets Total assets |
31 May 2017 31 December 2016 55,000,000.00 55,000,000.00 1,844,221,327.35 1,885,812,876.39 157,476,788.13 95,120,361.81 323,473,519.73 268,594,635.93 5,835,840.02 3,515,290.90 3,229,760.70 5,074,137.91 3,745,323.12 5,838,860.00 2,392,982,559.05 2,318,956,162.94 3,661,200,692.70 3,439,175,199.93 |
31 May 2017 31 December 2016 55,000,000.00 55,000,000.00 1,844,221,327.35 1,885,812,876.39 157,476,788.13 95,120,361.81 323,473,519.73 268,594,635.93 5,835,840.02 3,515,290.90 3,229,760.70 5,074,137.91 3,745,323.12 5,838,860.00 2,392,982,559.05 2,318,956,162.94 3,661,200,692.70 3,439,175,199.93 |
|---|---|---|
| 3,439,175,199.93 |
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| Item | Notes | 31 May 2017 | 31 December 2016 |
|---|---|---|---|
| Current liabilities: | |||
| Short-term loans | VII (16) | 687,377,750.00 | 376,100,000.00 |
| Financial liabilities at fair value through | |||
| profit or loss | |||
| Derivative financial liabilities | |||
| Bills payable | VII (17) | 171,446,667.77 | 172,586,473.44 |
| Accounts payables | VII (18) | 530,175,609.80 | 513,315,481.35 |
| Receipts in advance | VII (19) | 16,336,811.45 | 14,665,222.41 |
| Employee compensation payable | VII (20) | 24,989,328.40 | 36,128,119.69 |
| Tax payables | VII (21) | 15,249,641.46 | 22,497,684.36 |
| Interests payables | VII (22) | 6,059,407.29 | 1,769,060.99 |
| Dividends payables | |||
| Other payables | VII (23) | 424,581,187.23 | 228,094,542.29 |
| Classified as liabilities held for sale | |||
| Non-current liabilities due within one | |||
| year | VII (24) | 188,048,843.18 | 521,207,062.91 |
| Other current liabilities | |||
| Total current liabilities | 2,064,265,246.58 | 1,886,363,647.44 |
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Item Notes 31 May 2017 31 December 2016
Non-current liabilities: Long-term borrowings VII (25) 354,175,868.75 307,721,374.23 Debentures payable Of which: preference share Perpetual bonds Long-term payables Long-term employee compensation payable Special payables Estimated liability Deferred income VII (26) 8,027,636.92 19,290,781.82 Deferred tax liabilities Other non-current liabilities Total non-current liabilities 362,203,505.67 327,012,156.05 Total Liabilities 2,426,468,752.25 2,213,375,803.49 Owners’ equity: Total owners’ equity attributable to parent company 1,140,566,289.34 1,132,672,674.95 Minority interests 94,165,651.11 93,126,721.49 Total owners’ equity 1,234,731,940.45 1,225,799,396.44 Total liabilities and owners’ equity 3,661,200,692.70 3,439,175,199.93 Legal representative: Person in charge of Person in charge of accounting: accounting department: Zhang Chong Ma Yan Chen Jing
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Pro Forma Consolidated Income Statement
Prepared by: Luoyang Glass Company Limited*
Unit: RMB Yuan
| January–May | ||||
|---|---|---|---|---|
| Item | Notes | 2017 | 2016 | |
| I. Operating revenue | VII (27) | 564,679,132.94 | 1,167,664,709.74 | |
| Less: Operating cost | VII (27) | 442,362,305.16 | 943,672,429.92 | |
| Tax and surcharges | VII (28) | 7,498,883.59 | 11,904,922.43 | |
| Selling expenses | VII (29) | 23,549,575.00 | 36,984,647.94 | |
| Administrative expenses | VII (30) | 60,761,151.71 | 138,823,047.83 | |
| Financial expenses | VII (31) | 29,401,148.44 | 41,291,378.06 | |
| Impairment losses of assets | VII (32) | 553,614.83 | 22,716,501.72 | |
| Add: Gains from changes in | ||||
| fair value | ||||
| Investment income | ||||
| Including: Gains from | ||||
| investment in | ||||
| associates | ||||
| and joint | ||||
| ventures | ||||
| Other gains | VII (33) | 2,310,699.53 | ||
| II. Operating profit (loss is | ||||
| represented by “-”) | 2,863,153.74 | -27,728,218.16 | ||
| Add: Non-operating income | VII (34) | 13,560,987.10 | 108,295,260.83 | |
| Including: Gains on | ||||
| disposal of | ||||
| non-current | ||||
| assets | VII (34) | 22,266.73 | 282,222.82 | |
| Less: Non-operating expense | VII (35) | 236,243.61 | 4,459,894.98 | |
| Including: Loss on disposal | ||||
| of non-current | ||||
| assets | VII (35) | 15,875.60 | ||
| III. Total profit (total loss is | ||||
| represented by “-”) | 16,187,897.23 | 76,107,147.69 | ||
| Less: Income tax expenses | VII (36) | 7,255,353.22 | 16,290,022.67 | |
| IV. Net profit (net loss is represented | ||||
| by “-”) | 8,932,544.01 | 59,817,125.02 | ||
| Including: Net profit attributable | ||||
| to the owners of the | ||||
| parent company | 7,893,614.39 | 59,660,718.95 | ||
| Minority interests | 1,038,929.62 | 156,406.07 |
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January–May 2017 2016
Item Notes
V. Other comprehensive income, net of tax Other comprehensive income attributable to owners of the parent company, net of tax Other comprehensive income attributable to minority interests, net of tax VI. Total comprehensive income 8,932,544.01 59,817,125.02 Total comprehensive income attributable to owners of the parent company 7,893,614.39 59,660,718.95 Total comprehensive income attributable to minority interests 1,038,929.62 156,406.07 VII. Earnings per share (I) Basic earnings per share 0.01 0.11 (II) Diluted earnings per share Legal representative: Person in charge of Person in charge of accounting: accounting department: Zhang Chong Ma Yan Chen Jing
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Notes to the Pro Forma Financial Statements
(All monetary amounts in these notes are expressed in RMB unless otherwise stated)
I. COMPANY PROFILE
Luoyang Glass Company Limited (the “ Company ”) was incorporated in the People’s Republic of China (the “ PRC* ”) as a joint stock limited company.
The Company was established as part of the restructuring plan of China Luoyang Float Glass Group Company Limited (“ CLFG* ”), a state-owned enterprise. Pursuant to approvals from relevant PRC authorities including the State Commission for Economic Restructuring and the National Administration Bureau of State-owned Assets, CLFG, as the sole promoter, established the Company on 6 April 1994. At the time of its establishment, the Company had a registered capital of RMB400,000,000 divided into 400,000,000 state-owned legal person shares of RMB1.00 each, which was paid up in full by CLFG by way of transfer of its principal business undertakings and subsidiaries together with the relevant assets and liabilities.
On 29 June 1994, the Company issued 250,000,000 H shares at the issue price of HK$3.65 per share, which were listed on The Stock Exchange of Hong Kong Limited on 8 July 1994.
Pursuant to the plan disclosed in the H shares prospectus and with the approval from the Securities Commission of the State Council, the Company issued 40,000,000 A shares to the public in the PRC and 10,000,000 A shares to the employees of the Company on 29 September 1995 at RMB5.03 each, which were listed on the Shanghai Stock Exchange on 30 October 1995 and 10 May 1996, respectively.
In June 2006, pursuant to Administrative Measures for Equity Division Reform of Listed Companies ( 上市公司股權分置改革管理辦法 ) issued by the China Securities Regulatory Commission (“ CSRC ”) and Operational Guideline for Equity Division Reform of Listed Companies (上市公司股權分置改革業務操作 指引) issued by the Shanghai Stock Exchange, CLFG took its 21,000,000 shares in the Company as consideration to compensate holders of tradable A-shares of the Company for the purpose of getting the circulation right to the Company’s shares after the proposal was agreed by shareholders at a general meeting of the Company and approved by the Ministry of Commerce of the PRC with the document Shang Zi Pi [2006] No. 1232. Upon completion of the equity division reform, CLFG held 379,000,000 shares of the Company.
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On 30 November 2006, the Intermediate People’s Court of Luoyang, Henan Province made an adjudication Luo Zhi Zi [2007] No. 18-32 ((2007)洛執字第 18-32號) ordering CLFG to pay off its debts of RMB629,942,543 owning to the Company with the 199,981,758 A shares held by it in the Company. Upon change of registration for such shares at China Securities Depository & Clearing Corp. Ltd. Shanghai Branch on 6 December 2006, the number of shares of the Company held by CLFG was decreased to 179,018,242 and the total share capital of the Company was changed to 500,018,242 shares.
On 3 September 2010, CLFG sold down 20,000,000 unrestricted tradable shares of the Company through the block trading system of Shanghai Stock Exchange, accounting for approximately 4% of the Company’s total share capital. After the sell-down, CLFG held 159,018,242 unrestricted tradable shares of the Company, accounting for 31.8% of the Company’s total share capital.
Pursuant to the resolution of 2015 first extraordinary general meeting of the Company held on 25 August 2015, and the Approval for Issuance of Shares by Luoyang Glass Company Limited to China Luoyang Float Glass (Group) Company Limited for Assets Acquisition and Raising of Supporting Funds (Zheng Jian Xu Ke [2015] No. 2813) issued by the CSRC on 4 December 2015, the Company issued 15,000,000 new shares to CLFG for the purpose of purchasing relevant assets in December 2015. On 26 January 2016, the Company issued 11,748,633 RMB-denominated ordinary shares of RMB1.00 each to specific investors at a fixed price. After this issuance, the total share capital of Company comprised 526,766,875 shares.
On 17 October 2016, CLFG transferred its 69,000,000 shares in the Company to Bengbu Institute by way of agreement. Upon completion of the transfer, the de facto controller of the Company remained unchanged. CLFG held 105,018,242 shares of the Company, accounting for 19.94% of the Company’s total share capital. Bengbu Institute held 69,000,000 shares of the Company, accounting for 13.10% of the Company’s total share capital.
The principal activities of the Company and its subsidiaries (the “ Group ”) are manufacturing and sale of ultra-thin glass substrates. The scope of business includes manufacturing of glass and relevant sophisticated processed goods, integrated mechanical equipment, electric appliances and accessories, sale of self-produced products, provision of technical consultancy and technical services.
Registration Number/Unified Social Credit Code: 914103006148088992;
Legal representative: Zhang Chong;
Registered address and address of head office: No. 9, Tang Gong Zhong Lu, Xigong District, Luoyang.
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As at 31 May 2017, the total share capital of the Company comprised 526,766,875 shares.
These financial statements were approved for disclosure by the board of directors of the Company.
II. SIGNIFICANT ASSETS RESTRUCTURING
(I) Plan for Significant Assets Restructuring
Pursuant to the plan for assets restructuring, the Company proposed to acquire an aggregate of 100% equity interest in CNBM (Hefei) New Energy Company Limited (“ Hefei New Energy ”) held by China Luoyang Float Glass (Group) Company Limited (“ CLFG ”) and Hefei High-Tech Construction Investment Group Company (“ Hefei High-Tech ”), an aggregate of 100% equity interest in CNBM (Tongcheng) New Energy Materials Company Limited (“ Tongcheng New Energy ”) held by Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd. (“ Huaguang Group ”), Bengbu Design & Research Institute for Glass Industry (“ Bengbu Institute ”) and China Triumph International Engineering Co., Ltd. (“ International Engineering ”), and an aggregate of 70.99% equity interest in CNBM (Yixing) New Energy Company Limited (“ Yixing New Energy ”) held by Triumph Technology Group Company (“ Triumph Group ”), Yixing Environmental Technology Innovation Venture Investment Company Limited (“ Yixing Environmental Technology ”) and GCL System Integration Technology Co., Ltd. (“ GCL System Integration ”), and to issue shares to no more than 10 specific investors including Triumph Group to raise supporting funds of up to RMB511,865,700 (“ Restructuring ” or “ Transaction* ”).
The considerations for these underlying assets were determined by reference to the valuation results set out in the Asset Valuation Reports issued by Beijing Pan-China Assets Appraisal Co., Ltd. (“ Beijing Pan-China ”) taking 31 October 2016 as valuation base date and filed with competent state-owned assets supervision and administration authorities
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As at 31 October 2016, i.e. the valuation base date for the underlying assets of the Transaction, the appraised values of 100% equity interest in Hefei New Energy, 100% equity interest in Tongcheng New Energy and 100% equity interest in Yixing New Energy were RMB307,824,981.58, RMB221,651,108.68 and RMB345,238,266.81, respectively. By reference to the appraised values and upon negotiations among the parties concerned, the considerations for 100% equity interest in Hefei New Energy, 100% equity interest in Tongcheng New Energy and 70.99% equity interest in Yixing New Energy were determined at RMB307,825,000, RMB221,651,200, and RMB245,089,500, respectively. The issue price of the shares to be issued for acquisition of the assets is RMB23.45 per share, which is not less than 90% of the average trading price of A shares of the Company over the 20 trading days preceding the price determination date (i.e. 8 February 2017, being the announcement date of the board resolution in respect of the Transaction) and is subject to approval by the shareholders of the Company at general meeting and approval by the CSRC.
Based on the consideration for 100% equity interest in Hefei New Energy and the issue price, the number of shares to be issued to each of CLFG and Hefei High-Tech is 10,097,588 and 3,029,276, respectively, totaling 13,126,864 shares.
Based on the consideration for 100% equity interest in Tongcheng New Energy and the issue price, the number of shares to be issued to each of Huaguang Group, Bengbu Institute and International Engineering is 6,377,490, 2,365,976 and 708,610, respectively, totaling 9,452,076 shares.
Based on the consideration for 70.99% equity interest in Yixing New Energy and the issue price, the number of shares to be issued to each of Triumph Group, Yixing Environmental Technology and GCL System Integration is 7,508,991, 1,877,247 and 1,065,338, respectively, totaling 10,451,576 shares.
(II) Basic information on assets to be acquired
1. Hefei New Energy
Hefei New Energy was invested and established by China Triumph International Engineering Co., Ltd. (中國建材國際工程集團有限公司) and Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd. (安徽華光光電材料科技集團有限公司) on 4 March 2011, and it had obtained the Enterprise Business License with an operating period commencing on 4 March 2011 and expiring on 4 March 2061 issued by Hefei Administration for Industry & Commerce.
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At its inception, Hefei New Energy had a registered capital of RMB100,000,000.00, and as verified by the Capital Verification Report (Wan Zhong An Yan Zi [2011] No. 071) issued by Anhui Zhongan Certified Public Accountants Co., Ltd.(安徽中安會計 師事務所有限公司) on 2 March 2011, it had received an initial contribution amounting to RMB20,000,000.00. On 14 November 2011, pursuant to the resolutions passed at its general meeting, Hefei New Energy increased its registered capital from RMB100,000,000.00 to RMB130,000,000.00, and the increase in paid-in capital of RMB110,000,000.00 had been verified by the Capital Verification Report (Anhui Yong He Yan Zi [2011] No. 093) issued by Anhui Yong He Certified Public Accountants Ltd.(安徽永合會計師事務 所有限公司) on 29 November 2011. Upon such change in registered capital, Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd. (安徽華光光電材料科技集團有限公司), China Triumph International Engineering Co., Ltd. (中國建材國際工程集團有限公 司) and Hefei High-Tech Construction Investment Group Company (合肥高新建設投資集團公司) had contributed RMB70,000,000.00, RMB30,000,000.00 and RMB30,000,000.00, respectively, representing 53.84%, 23.08% and 23.08% of the registered capital, respectively. On 12 July 2014, pursuant to the resolutions passed at the general meeting of Hefei New Energy, Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd. (安徽華光光電材料科技集團有限公司) transferred its 53.84% equity interests in Hefei New Energy to China Luoyang Float Glass (Group) Company Limited (中國洛陽浮法玻璃 集團有限責任公司), and such equity transfer had been registered with the administration for industry & commerce on 20 August 2014. On 20 October 2014, pursuant to the resolutions passed at the general meeting of Hefei New Energy, China Triumph International Engineering Co., Ltd. (中國建材國際工程集團有限公司) transferred its 23.08% equity interests in Hefei New Energy to China Luoyang Float Glass (Group) Company Limited* (中國洛陽浮法玻璃集團有限責任公司), and such equity transfer had been registered with the administration for industry & commerce on 30 October 2014.
Legal representative: Zhang Chong;
Corporate domicile: 601 Changning Avenue, High-tech Zone, Hefei;
Unified social credit code: 91340100570418775Y;
The registered capital is RMB130,000,000.00, among which, CLFG and Hefei High-Tech Construction Investment Group Company (合 肥高新建設投資集團公司) had contributed RMB100,000,000.00 and RMB30,000,000.00, respectively, representing 76.92% and 23.08% of the registered capital, respectively. The controlling shareholder is China Luoyang Float Glass (Group) Company Limited(中國洛陽浮法 玻璃集團有限責任公司).
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Its scope of business mainly includes research, development, production and sales of solar photovoltaic glass and further processed glass; import and export of technologies; and investment in solar photovoltaic industry related enterprises.
2. Tongcheng New Energy
Tongcheng New Energy is a company with limited liability established with joint contributions made by Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd. (安徽華光光電材料科技 集團有限公司), Anhui Hengchang Group Co., Ltd. (安徽恒昌集 團有限公司) and China Triumph International Engineering Co., Ltd. (中國建材國際工程集團有限公司). On 24 December 2010, it was issued the Enterprise Business License with the registration number of 340881000046390(1-1) by Tongcheng Administration for Industry & Commerce. At its inception, Tongcheng New Energy had a registered capital of RMB100 million, among which, Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd. (安徽華光光 電材料科技集團有限公司), Anhui Hengchang Group Co., Ltd. (安 徽恒昌集團有限公司) and China Triumph International Engineering Co., Ltd. (中國建材國際工程集團有限公司) had contributed RMB50 million, RMB40 million and RMB10 million, respectively, representing 50%, 40% and 10% of the registered capital, respectively.
On 4 September 2013, it was resolved at the general meeting of Tongcheng New Energy that Anhui Hengchang Group Co., Ltd. (安 徽恒昌集團有限公司) was approved to transfer all its 40% equity interests in Tongcheng New Energy to Tongcheng Construction Investment and Development Co., Ltd.(桐城市建設投資發展有限責 任公司).
On 28 August 2016, it was resolved at the general meeting of Tongcheng New Energy that Tongcheng Construction Investment and Development Co., Ltd.(桐城市建設投資發展有限責任公司) was approved to transfer all its 40% equity interests in Tongcheng New Energy to Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd. (安徽華光光電材料科技集團有限公司).
On 21 October 2016, it was resolved at the general meeting of Tongcheng New Energy that the registered capital was approved to increase from RMB100 million to RMB133.38898 million. This increase in registered capital of RMB33.38898 million had been fully subscribed for by a new shareholder Bengbu Design & Research Institute for Glass Industry* (蚌埠玻璃工業設計研究院). Upon such change in equity interests, Anhui Huaguang Photoelectricity Materials
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Technology Group Co., Ltd. (安徽華光光電材料科技集團有限公司), China Triumph International Engineering Co., Ltd. (中國建材國際工 程集團有限公司) and Bengbu Design & Research Institute for Glass Industry* (蚌埠玻璃工業設計研究院) had contributed RMB90 million, RMB10 million and RMB33.38898 million, respectively, representing 67.47%, 7.5% and 25.03% of the registered capital, respectively.
Unified social credit code: 91340881567507232G
Corporate domicile: North Third Road of Tongcheng Economic Development Zone, Anqing, Anhui
Legal representative: Mao Lingwen
Registered capital: RMB133.38898 million
Scope of business: research, development, production and sales of solar photovoltaic, photothermal materials, components and ancillary products; and self-operated and commissioned import and export business for products and technologies (other than products and technologies whose dealing, import or export is restricted or prohibited to operate by the State).
3. Yixing New Energy
Yixing New Energy is a company with limited liability established with joint contributions made by Triumph Technology Group Company (凱 盛科技集團公司), Far East Optoelectronics Company Limited (遠東 光電股份有限公司), Yixing Environmental Technology Innovation Venture Investment Company Limited (宜興環保科技創新創業投資 有限公司) and GCL System Integration Technology Co., Ltd. (協鑫 集成科技股份有限公司). On 28 October 2016, it was issued a business license with the unified social credit code of 91320282MA1MXWBJ1H by Yixing Market Supervision and Administration Bureau. At its inception, Yixing New Energy had a registered capital of RMB313.7 million, among which, Triumph Technology Group Company (凱盛 科技集團公司), Far East Optoelectronics Company Limited (遠東 光電股份有限公司), Yixing Environmental Technology Innovation Venture Investment Company Limited (宜興環保科技創新創業投 資有限公司) and GCL System Integration Technology Co., Ltd. (協 鑫集成科技股份有限公司) had contributed RMB160,000,000.00, RMB91,000,000.00, RMB40,000,000.00 and RMB22,700,000.00, respectively, representing 51.00%, 29.01%, 12.75% and 7.24% of the registered capital, respectively.
Corporate domicile: No. 1 Xinyunlai Road, Taoyuan Development Zone, Gaocheng Town, Yixing
Legal representative: Zhang Chong
Registered capital: RMB313.7 million
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Scope of business: development, research, production and sales of photovoltaic glass. (Businesses that require approval under laws shall only be carried out with the approval from the relevant authorities)
III. BASIS OF PREPARATION OF PRO FORMA FINANCIAL STATEMENTS
As the Reorganisation constitutes a significant assets restructuring of the listed companies, the pro forma consolidated financial statements are required to be prepared with regard to the financial statements of the business of the Company after Reorganization pursuant to requirements under Administrative Measures on Significant Assets Restructuring of Listed Companies(《上市公司重大資產 重組管理辦法》) and the Standards Concerning the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 26 — Significant Asset Restructuring of Listed Companies (revised in 2014)(《公開發 行證券的公司信息披露內容與格式準則第26號-上市公司重大資產重組》(2014 年修訂)) of China Securities Regulatory Commission.
Assuming that the purchase of the respective 100% equity interest in Hefei New Energy and Tongcheng New Energy by issuance of shares was completed on 1 January 2016 and the purchase of 70.99% equity interest in Yixing New Energy (incorporated in October 2016) by issuance of shares was completed on 31 October 2016, under the circumstances where the Company maintains sustained operation as a prerequisite, based on the shareholding structure after the Reorganisation, the pro forma financial statements are prepared on the following assumptions:
-
That the relevant resolutions contained in Note 2 to the pro forma financial statements be approved by the Shareholders at the general meeting of the Company and China Securities Regulatory Commission.
-
Assuming that as at 1 January 2016, the Company completed the issuance of 22,578,940 A Shares of par value of RMB1 at the issue price of RMB23.45 per share for purchase of the respective 100% equity interest in Hefei New Energy and Tongcheng New Energy, and went through all procedures in relation to the asset purchase on 1 January 2016; assuming that as at 31 October 2016,the Company completed the issuance of 10,451,576 A Shares of par value of RMB1 at the issue price of RMB23.45 per share for purchase of 70.99% equity interest in Yixing New Energy, and went through all procedures in relation to the assets purchase on 31 October 2016;
-
The pro forma financial statements are based on the 2016 Annual Financial Statements of the Company having been audited by WUYIGE Certified Public Accountants LLP, the financial statements of the Company from January to May having been audited by WUYIGE Certified Public
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Accountants LLP and the respective financial statements for the assets to be purchased for the year 2016 and from January to May 2017 having been audited by WUYIGE Certified Public Accountants LLP, and prepared using important accounting policies and estimates as well as preparation method of consolidated financial statements as described in the Notes.
The abovementioned financial statements for the assets to be purchased refer to the financial statements of Yixing New Energy from 28 October 2016 (the “ Incorporation Date ”) to 31 December 2016 and from January to May 2017 and the respective financial statements of Hefei New Energy and Tongcheng New Energy for the year 2016 and from January to May 2017.
-
Given that the Company, Hefei New Energy, Tongcheng New Energy and Yixing New Energy are all controlled by Triumph Technology Group Company* (凱盛科技集團公司) before and after the transactions, the pro forma consolidated financial statements have therefore followed relevant requirements of accounting treatments concerning business combination under common control.
-
The pro forma financial statements take no account of fund raising for the Reorganisation by way of non-public share issue.
-
The pro forma financial statements take no account of relevant taxes and charges that might incur during the Reorganisation.
-
In consideration of the assumption that the transactions have been completed during the relevant periods (one of the preparation basis), and for the abovementioned specific purposes, the pro forma financial statements do not include the pro forma statement of cash flows and the pro forma statement of changes in equity. In preparing the pro forma consolidated balance sheet, only total equity attributable to shareholders of the parent company and total minority interests are presented instead of any detailed breakdown in the segment of shareholders’ equity.
As the Reorganization plan is subject to approval at the general meeting of the Company and ratification of the CSRC, the final approved reorganisation plan may be deviant from the abovementioned assumptions used in the pro forma financial statements in respect of the actual share issue and the consideration thereof as well as the issuance costs of the Company, etc. Therefore, adjustments will be made to relevant assets and liabilities accordingly when finally recorded in the accounts after the completion of the Reorganisation.
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IV. STATEMENT ON COMPLIANCE WITH ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES
The pro forma financial statements of the Company were prepared in accordance with Accounting Standards for Business Enterprises and the basis of preparation contained in Note 3, reflecting the Company’s pro forma financial positions, operating results and other relevant information on a true and complete basis.
V. IMPORTANT ACCOUNTING POLICIES AND ESTIMATES
(I) Accounting period
Accounting year of the Company is the calendar year from 1 January to 31 December.
(II) Operating cycle
The normal operating cycle of the Company is 12 months in a year, and the operating cycle is determined as the classification criterion of the liquidity of assets and liabilities.
(III) Functional currency
The Company’s functional currency is the Renminbi (“RMB”).
(IV) Business combination
1. Enterprise merger under common control
In case the consideration for the long-term equity investments formed in the enterprise merger under common control is paid by way of cash, transfer of non-cash assets or assumption of debts, the Company will regard the share of carrying amount of the net assets of the merged party in the ultimate controller’s consolidated financial statements obtained as the initial investment cost of long-term equity investments as at the date of combination. In case the consideration for the combination is paid by issuance of equity instruments, the aggregate nominal value of shares issued will be deemed as the share capital. The difference between the initial investment cost of long-term equity investments and the carrying amount of consideration (or aggregate nominal value of shares issued) for the combination shall be adjusted against capital reserve. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
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2. Enterprise merger not under common control
For this kind of enterprise merger, the acquisition cost is the aggregate fair value of assets paid, liabilities incurred or assumed and equity instruments issued by the acquirer in exchange for the control of the acquiree on the date of acquisition. The recognizable and identifiable assets, liabilities and contingent liabilities acquired or assumed, through enterprise merger not under common control shall be measured at fair values on the date of acquisition. When the cost of the enterprise merger exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets obtained, the difference shall be recognized as goodwill value. Where the cost of the enterprise merger is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference shall be included in non-operating income for the current period if it remains true after reassessment.
(V) Preparation method of consolidated financial statements
1. Scope of consolidated financial statements
The Company incorporated all of its subsidiaries (including the separate entities controlled by the Company) into the scope of consolidated financial statements, including the enterprises under the Company’s control, divisible part in the investees and structured entities.
2. To unify the accounting policies, date of balance sheets and accounting periods of the parent company and subsidiaries
When preparing consolidated financial statements, adjustments are made if the subsidiaries’ accounting policies and accounting periods are different from that of the Company, in accordance with the Company’s accounting policies and accounting periods.
3. Offset matters in the consolidated financial statements
The consolidated financial statements shall be prepared on the basis of the balance sheets of the parent company and subsidiaries, which offset the internal transactions incurred between the parent company and subsidiaries and within subsidiaries. The owners’ equity of the subsidiaries not attributable to the parent company shall be presented as “minority interests” under the owners’ equity item in the consolidated balance sheet. The long-term equity investment of the parent company held by the subsidiaries, deemed as treasury stock of the corporate group as well as the reduction of owners’ equity, shall be presented as “Less: Treasury stock” under the owners’ equity item in the consolidated balance sheet.
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4. Accounting treatment of subsidiaries acquired from merger
For subsidiaries acquired under enterprise merger involving enterprises under common control, mergers were deemed to have taken place when the ultimate controller began to exercise control over them, the assets, liabilities, operating results and cash flows of the subsidiaries are included in the consolidated financial statements from the beginning of the financial year in which the combination took place. When preparing the consolidated financial statements, for the subsidiaries acquired from business combination not involving entities under common control, the identifiable net assets of the subsidiaries are adjusted on the basis of their fair values on the date of acquisition.
(VI) Classification of joint arrangements and accounting for joint operations
1. Classification of joint arrangements
Joint arrangements are divided into joint operations and joint ventures. Joint arrangements achieved not through separate entities are classified as joint operations. Separate entities refer to the entities with separate identifiable financial architecture including separate legal entities and legally recognized entities without the qualification of legal entity. Joint arrangements achieved through separate entities are generally classified as joint ventures. In case of changes in rights entitled to and obligations undertaken by the parties of joint venture under a joint arrangement due to the changes in relevant facts and circumstances, the parties of joint venture will re-assess the classification of joint arrangements.
2. Accounting treatment for joint operations
The parties of joint operation should recognize the following items in relation to their share of interest in joint operation, and proceed with accounting in accordance with the relevant provisions under the Accounting Standards for Business Enterprises: to recognize their separate assets or liabilities held, and recognize the assets or liabilities jointly held according to their respective shares; to recognize the income from the disposal of their output share under joint operation; to recognize the income from the disposal of output under joint operation according to their respective shares; to recognize the expenses incurred separately, and recognize the expenses incurred under joint operation according to their respective shares.
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For the parties of a joint operation not under common control, if they are entitled to relevant assets and undertake relevant liabilities of the joint operation, accounting will be carried out with reference to the provisions of the parties of joint operation; otherwise, it should be subject to relevant provisions under the Accounting Standards for Business Enterprises.
3. Accounting treatment for joint ventures
The parties of a joint venture should perform accounting for investments in the joint venture in accordance with the Accounting Standards for Business Enterprises No. 2 – Long-term Equity Investments. The parties do not share the control of the joint venture should carry out accounting depending on their influence on the joint venture.
(VII) Recognition standard for cash and cash equivalents
Cash presented in the cash flow statements represents the cash on hand and deposits available for payment at any time. Cash equivalents presented in the cash flow statements refer to short-term, highly liquid investments held that are readily convertible to known amounts of cash and which are subject to an insignificant risk on change in value.
(VIII) Translation of foreign currency transactions and financial statements denominated in foreign currency
1. Translation of foreign currency transactions
Foreign currency transactions of the Company are recorded in the reporting currency translated at the spot exchange rates on the transaction date. At the balance sheet date, foreign currency monetary items are translated to RMB using the spot exchange rate at that date. Exchange differences arising from the difference between the spot exchange rate on the balance sheet date and the spot exchange rate used in initial recognition or on the last balance sheet date shall be recorded into the profit or loss for the current period, except for those arising from borrowings denominated in foreign currencies and used for financing the construction of qualifying assets, which are capitalized as cost of the related assets. Foreign currency non-monetary items measured at historical cost shall continue to be translated using the spot exchange rate at the date of transaction. Foreign currency non-monetary items measured at fair value shall be translated at the spot exchange rate on the date when the fair value is determined. The exchange difference arising therefrom shall be treated as the change in fair value (including the change in exchange rate), and included in profit or loss for the current period or recognized as other comprehensive income.
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2. Translation of financial statements denominated in foreign currency
If the functional currencies used as the bookkeeping base currency by the subsidiaries, joint ventures and associates under the control of the Company are different from that of the Company, their financial statements denominated in foreign currencies shall be translated to perform accounting and prepare the consolidated financial statements. The assets and liabilities in the balance sheet are translated into functional currency at the spot exchange rates at the balance sheet date. Except the item “Retained earnings”, the owner’s equity items are translated into functional currency at the spot exchange rates. The income and expenses items in the income statement are translated into functional currency at the spot exchange rates at the transaction dates. The resulting exchange differences of the financial statements denominated in foreign currencies are presented under other comprehensive income of owner’s equity item in the balance sheet. The cash flow of foreign currency which can be determined by the systematic and reasonable system shall be translated at the spot exchange rate at the transaction date. The effect of exchange movement on the cash shall be included separately in the cash flow statement. On disposal of foreign operations, exchange differences arising from the translation of financial statements denominated in foreign currencies related to the foreign operation shall be transferred to profit or loss for the current period either entirely or at the proportion of disposal of foreign operations.
(IX) Financial instruments
1. Classification and recognition of financial instruments
Financial instruments are classified as financial assets or financial liabilities and equity instruments. A financial asset, a financial liability or an equity instrument is recognized when the Company becomes a contractual party of a financial instrument.
At initial recognition, financial assets are classified into financial assets at fair value through profit or loss, held-to-maturity investments, receivables and available-for-sale financial assets. Except for receivables, the classification of financial assets is based on the purpose and capability of holding the financial assets of the Company and its subsidiaries. At initial recognition, financial liabilities are classified into financial liabilities at fair value through profit or loss and other financial liabilities.
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Financial assets at fair value through profit or loss include held-for-trading financial assets held for the purpose of selling in the short term and financial assets designated at fair value through profit or loss at initial recognition; receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market; available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories at initial recognition; held-to-maturity investments are non-derivative financial assets with fixed maturity and fixed or determinable payments that management has the positive intention and ability to hold to maturity.
2. Measurement of financial instruments
Financial instruments of the Company are initially recognized and measured at fair values. Subsequent measurement is dealt with based on different categories: financial assets at fair value through profit or loss, financial assets available for sale and financial liabilities at fair value through profit or loss are subsequently measured at fair values; held-to-maturity investments, loans and receivables and other financial liabilities are subsequently measured at amortized costs; derivative financial assets or liabilities linked to and which must be settled by delivery of an equity instrument (without a quoted price in an active market) whose fair value cannot be measured reliably are subsequently measured at cost. Except for financial instruments held for hedging purposes, the gains or losses arising from the changes in fair values in subsequent measurements of the Company’s financial assets or financial liabilities are accounted for as follows: (i) the gains or losses resulting from the changes in fair values of the financial assets or financial liabilities which are measured at fair values through profit and loss for the current period are recorded as change in fair value in profit or loss; and (ii) changes in fair values of available-for-sale financial assets are recorded in other comprehensive income.
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3. Recognition of the fair value of financial instruments by the Company
As for the instruments for which there is an active market, the quoted prices in the active market shall be used to determine the fair values thereof. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques to determine its fair value. The value appraisal techniques mainly include market approach, income approach and cost approach.
4. Basis of recognition and measurement of transfer of financial assets and liabilities
When the Company has transferred nearly all of the risks and rewards related to the ownership of a financial asset to the transferee, or neither transferred nor retained nearly all of the risks and rewards related to the ownership of the financial asset but given up the control of the financial asset, the financial asset shall be derecognized. When the criteria for derecognition of a financial asset are met, the difference between the carrying amount of the transferred financial asset and the sum of the consideration received from the transfer and the accumulated fair value changes previously recorded in other comprehensive income are recorded in profit or loss for the current period. If the partial transfer satisfies the criteria for derecognition, the entire carrying amount of the transferred financial asset shall proportionally allocated between the derecognized portion and the retained portion according to their respective relative fair value.
When all or part of the current obligation to a financial liability has been terminated, the entire or part of such financial liability shall be derecognized.
5. Impairment of financial assets
When an impairment loss on a financial asset carried at amortized cost has occurred, the amount of loss is provided for at the difference between the asset’s carrying amount and the present value of its estimated future cash flows (excluding future credit losses that have not been incurred). If there is objective evidence that the value of the financial asset recovered and the recovery is related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed and the amount of reversal is recognized in profit or loss for the current period.
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When an impairment loss on a financial asset measured at cost has occurred, the amount of loss is provided for at the difference between the asset’s carrying amount and the present value of its estimated future cash flows. The impairment loss on such financial asset will not be reversed once it is recognized.
Where there is objective evidence that an impairment loss on available-for-sale financial assets occurs, the cumulative loss arising from the decline in fair value that had been recognized directly in equity is removed from equity and recognized in impairment loss. For an investment in debt instrument classified as available-for-sale on which impairment losses have been recognized, if, in a subsequent period, its fair value increases and the increase can be objectively related to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed and recognized in profit or loss for the current period. For an investment in an equity instrument classified as available-for-sale on which impairment losses have been recognized, the increase in its fair value in a subsequent period is recognized in equity directly.
For investments in equity instruments, the specific quantitative criteria for the Company to determine “serious” or “not temporary” decrease in their fair value, cost computing method, method for determining closing fair value, and basis for determining the continuous decrease period are set out below:
Specific quantitative criterion on “serious” decrease in their fair value
Decrease in closing fair value relative to the cost has reached or exceeded 50%.
Specific quantitative criterion on “not temporary” decrease in their fair value
Fall for 12 consecutive months.
Cost computing method
Consideration of payment at acquisition (net of cash dividends declared but not yet paid or due but unpaid interest on bonds) and the relevant transaction cost are recognized as the investment cost.
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Method for determining As for a financial instrument for which fair value at period there is an active market, the quoted end prices in the active market shall be used to recognize the fair values thereof. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques to determine its fair value. Basis for determining The rebound in the continuous fall or the continuous the period with the continuous trend decrease period of fall is less than 20%. Rebound duration not more than six months is treated as continuous decrease period.
(X) Receivables
The receivables of the Company mainly included account receivables, long-term receivables and other receivables. If there is objective evidence that receivables have been impaired at the balance sheet date, impairment loss shall be recognized base on the differences between the carrying amount and the present value of estimated future cash flows.
1. Receivables individually significant and with provision for bad debts on an individual basis
Basis and criteria Receivables with the book balance of for determining over RMB5 million whether a receivable is individually significant Methods for making To confirm according to the difference bad debt provision between the carrying amount and the for individually present value of estimated future cash significant receivables flows
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2. Receivables for which bad debt provision is made on group basis
Basis for group Nature of receivables and risk determination characteristics The group with Except for receivables for which no badprovision for bad debt provision is made, receivables debts based on aging which are unimpaired through separate analysis methods test of impairment are divided into certain portfolios of credit risk in accordance with the aging analysis methods, and then the provision for bad debts is made in proportion to the balance of these receivable portfolios.
-
The group without (1) Various guarantee and security provision for bad deposits related to the production debts and operations that are fully recoverable upon maturity;
-
(2) Receivables due from related parties with good financial position;
-
(3) Other balances that have positive evidence indicating they are fully recoverable.
Methods for making provision for bad debts on group basis
The group with Aging analysis methods provision for bad debts based on aging analysis methods
The group without No provision for bad debts will be made provision for bad debts
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In the groups, the provision for bad debts based on aging analysis methods set out as follows:
| Provision rate | Provision | |
|---|---|---|
| for accounts | rate for other | |
| Age | receivable | receivables |
| (%) | (%) | |
| Within 1 year (including 1 year) | 0 | 0 |
| 1–2 years | 30 | 30 |
| 2–3 years | 50 | 50 |
| 3–4 years | 100 | 100 |
| 4–5 years | 100 | 100 |
| Over 5 years | 100 | 100 |
3. Individually insignificant receivables with provision for bad debts on an individual basis
Basis for individual Concrete evidence indicates that there is provision obvious difference in recoverability. Provision method Bad-debt provision is made on individual basis, and full provisions are made for receivables due from related parties that are estimated to be fully unrecoverable.
(XI) Inventories
1. Classification
Inventories means finished goods or merchandise held for sale in the ordinary course of business, unfinished products in the process of production, materials or supplies used in the process of production or rendering of services. Inventories mainly include raw materials, revolving materials, work in progress and goods in stock.
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2. Measurement for delivered inventories
Upon delivery of inventories, the actual cost of such inventories will be determined by using weighted average method.
3. Provision for impairment
At the end of the period, after a thorough inspection of the inventories, provision for decline in value of inventories will be made and adjusted at the lower of the cost and the net realizable value. Net realizable value of held-for-sale commodity stocks, such as finished goods, goods in stock, and held-for-sale raw materials, during the normal course of production and operation, shall be determined by their estimated selling prices less the related selling expenses and taxes; the net realizable value of material inventories, which need to be processed, during the normal course of production and operation, shall be determined by the amount after deducting the estimated cost of completion, estimated selling expenses and relevant taxes from the estimated selling price of finished goods; the net realizable value of inventories held for execution of sales contracts or labor contracts shall be calculated on the ground of the contracted price. If an enterprise holds more inventories than the quantity stipulated in the sales contract, the net realizable value of the exceeding part shall be calculated on the ground of general selling price.
Provision for decline in value of inventories is made on an item-by-item basis at the end of the period. For large quantity and low value items of inventories, provision may be made based on categories of inventories; for items of inventories relating to a product line that is produced and marketed in the same geographical area and with the same or similar end uses or purposes, which cannot be measured separately from other items in that product line, provision for decline in value of inventories may be determined on an aggregate basis.
Should the factors causing any write-down of the inventories do not exist, the amount of write-down will be recovered and be reversed from the provision for diminution in value of inventories that has been made. The reversed amount will be included in the current profits and losses.
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4. Inventory system
The Company adopts perpetual inventory system.
5. Amortization of low-value consumables and packaging materials
Low-value consumables are amortized using one-off write-off method. Packaging materials and other revolving materials are amortized using equal-split amortization method.
(XII) Recognition of assets held for sale
Non-current assets meeting the following criteria shall be recognized as assets held for sale: (i) the resolution has been made to dispose this non-current asset; (ii) there is an irrevocable transfer agreement that has been made between the Company and the transferee; (iii) the whole transfer shall be completed within one year.
(XIII) Long-term equity investments
1. Determination of initial investment cost
For a long-term equity investment obtained from business combination under common control, the initial cost is measured at the share of the carrying amount of the equity of the combined party; for a long-term equity investment obtained from business combination not under common control, the initial cost is the combination cost at the date of acquisition. For a long-term equity investment acquired by cash, the initial investment cost shall be the total purchase price. For a long-term equity investment acquired by the issue of equity securities, the initial investment cost shall be the fair value of the securities issued. For a long-term equity investment acquired by debt restructuring, the initial investment cost is recognized according to relevant requirements of Accounting Standards for Business Enterprises No.12 – Debt Restructuring. For a long-term equity investment acquired by exchange of non-monetary assets, the initial investment cost is recognized according to relevant standards and regulations.
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2. Subsequent measurement and profit or loss recognition
Where the investor has a control over the investee, long-term equity investments are measured using cost method. Long-term equity investments in associates and joint ventures are measured using equity method. Where part of the equity investments of an investor in its associates are held indirectly through venture investment institutions, common fund, trust companies or other similar entities including investment linked insurance funds, such part of equity investments indirectly held by the investor shall be measured at fair value through profit or loss according to relevant requirements of Accounting Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments regardless whether the above entities have significant influence on such part of equity investments, while the remaining part shall be measured using equity method.
3. Basis of determination of common control and significant influence over the investee
Joint control over an investee refers to where the activities which have a significant influence on return on certain arrangement could be decided only by mutual consent of the investing parties sharing the control, which includes the sales and purchase of goods or services, management of financial assets, acquisition and disposal of assets, research and development activities and financing activities, etc.. Significant influence on the investee refers to that: significant influence over the investee exists when holding more than 20% but less than 50% of the shares with voting rights or even if the holding is below 20%, there is still significant influence if any of the following conditions is met: there is representative in the board of directors or similar governing body of the investee; participation in the investee’s policy setting process; assigning key management to the investee; the investee relies on the technology or technical information of the investing company; or major transactions with the investee.
(XIV) Fixed assets
1. Recognition conditions of fixed assets
Fixed assets are tangible assets that are held for production, provision of services, leasing or administrative purposes, and have useful life of more than one financial year. A fixed asset is recognized when both of the following conditions are met: economic benefits associated with the fixed asset are very likely to flow into the enterprise; and the cost of the fixed asset can be measured reliably.
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2. Classification and depreciation methods of fixed assets
The fixed assets of the Company are mainly classified as buildings and structures, machinery and equipment, electronic equipment, transportation tools, etc. Depreciation is provided based upon the straight-line method. The Company determines the useful life and estimates net residual value of a fixed asset according to the nature and use pattern of the fixed asset. The Company, at the end of each year, has a review on the useful life, expected residual value and the depreciation method of the fixed assets. If it differs from its previous estimate, adjustment will be made accordingly. The Company provides depreciation for all its fixed assets other than fully depreciated fixed assets that are still in use and land individually accounted for.
| Estimated net | Annual | ||
|---|---|---|---|
| Estimated | residual value | depreciation | |
| Category | useful life | rate | rate |
| (years) | (%) | (%) | |
| Buildings and structures | 30-50 | 3-5 | 1.90-3.23 |
| Machinery and equipment | 4-28 | 3-5 | 3.39-24.25 |
| Electronic equipment | 10 | 3 | 9.70 |
| Transportation tools | 6-12 | 3-5 | 7.92-16.17 |
| Other equipment | 4-28 | 3-5 | 3.39-24.25 |
(XV) Construction in progress
There are two types of construction in progress for the Company: self-construction and sub-contracting construction. Construction in progress is transferred to fixed assets when the project is completed and ready for its intended use. A fixed asset is ready for intended use if any of the following criteria is met: the construction of the fixed asset (including installation) has been completed or substantially completed; the fixed asset has been put to trial production or trial operation and it is evidenced that the asset can operate normally or produce steadily qualified products; or the result of trial operation proves that it can run or operate normally; little or no further expenditure will be incurred for construction of the fixed asset; or the fixed asset constructed has achieved or almost achieved the requirement of design or contract.
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(XVI) Borrowing costs
1. Recognition principle for capitalization of borrowing costs
The Company’s borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized and included in the cost of the asset. Other borrowing costs are recognized as expenses when incurred through profit and loss account. Qualifying assets include fixed assets, investment properties and inventories that necessarily take a substantial period of time for acquisition, construction or production to get ready for their intended use or sale.
2. Calculation of amount to be capitalized
The capitalization period refers to the period beginning from the commencement of capitalizing borrowing costs to the date of ceasing capitalization, excluding the period of suspension of capitalization. Where the acquisition and construction or production of a qualifying asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended.
For designated borrowings, the capitalized amount shall be the actual interest expense incurred for the designated borrowings, less the interest income from the unused funds of the designated borrowings or investment income from the temporary investments; and for general borrowings, the capitalized amount shall be the weighted average of the accumulated expenditure exceeding the capital expenditure from designated borrowings times the capitalization rate of the general borrowings occupied (i.e. the weighted average rate of the general borrowings); and for borrowings with discount or premium, the discount or premium is amortized over the term of the borrowings to adjust the interest in every period using effective interest rate method.
Effective interest rate method is a method that amortized discount or premium or interest expense is calculated according to the actual rate of borrowings. Effective interest rate is the rate used to discount the future cash flow of borrowings during its expected duration to the present carrying amount of the borrowings.
– 36 –
(XVII) Intangible assets
1. Measurement of intangible assets
Intangible assets are initially measured at costs. The actual costs of purchased intangible assets include the considerations and relevant expenses paid. The actual costs of intangible assets contributed by investors are the prices contained in the investment agreements or mutually agreed. If the price contained in the investment agreement or mutually is not a fair value, the fair value of the intangible asset is regarded as the actual cost. The cost of a self-developed intangible asset is the total expenditure incurred for bringing the asset to its intended use.
Subsequent measurement of the Company’s intangible assets: Intangible assets with finite useful lives are amortized on a straight-line basis; at the end of each year, the useful lives and amortization policy are reviewed, and adjusted accordingly if there are differences from original estimates. Intangible assets with indefinite useful lives are not amortized and the useful lives are reviewed at the end of each year. If there is objective evidence that the useful life of an intangible asset is finite, the intangible asset is amortized using the straight line method according to the estimated useful life.
2. Determination basis of infinite useful life
An intangible asset is regarded as having an indefinite useful life when there is no foreseeable limit to the period over which the asset is expected to generate economic benefits for the Company or it has no definite useful life. The determination basis of intangible assets with infinite useful lives: derived from contractual rights or other legal rights and there are no explicit years of use stipulated in the contract or laws and regulations; the period over which the asset is expected to generate economic benefits for the Company still could not be estimated after considering the industrial practices or relevant expert opinion.
At the end of each year, the useful lives of the intangible assets with indefinite useful lives are reviewed. The review is performed by the departments that use the intangible assets, using the down-to-top approach, to determine if there are changes to the indefinite useful lives.
– 37 –
3. Basis for research and development phases for internal research and development project and basis for capitalization of expenditure incurred in development stage
As for an internal research and development project, expenditure incurred in the research phase is recognized in profit or loss in the period as incurred. Expenses incurred in the development stage are recognized as intangible assets if all of the following conditions are met: (1) the technical feasibility of completing the intangible asset so that it will be available for use or for sale; (2) the intention to complete the intangible asset for use or for sale; (3) the intangible asset will generate economic benefits including there is evidence that the products produced using the intangible asset has a market or the intangible asset itself has a market; if the intangible asset is for internal use, there is evidence that there exists usage for the intangible asset; (4) the availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; (5) the expenditures attributable to the development of the intangible asset could be reliably measured.
Basis for distinguishing research phase and development phase of an internal research and development project: research stage is the activities carried out for the planned investigation and search of new technology and knowledge, which has the characteristics of planning and exploration; before commercial production or other uses, the application of new technologies and new knowledge obtained from the research phase to produce new or improved materials, equipment and products is regarded as development phase, which has the characteristics of very probable pinpointing and forming results.
(XVIII) Impairment of long-term assets
Long-term assets such as long-term equity investments, fixed assets, construction in progress and intangible assets are tested for impairment if there is any indication that these assets may be impaired at the balance date. If the result of the impairment test indicates that the recoverable amount of the asset is less than its carrying amount, a provision for impairment and an impairment loss are recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. Provision for asset impairment is determined and recognized on the individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of a group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows.
– 38 –
Once the impairment loss of such assets is recognized, it will not be reversed in any subsequent period.
(XIX) Long-term deferred expenses
Long-term deferred expenses of the Company are expenses which have been paid but the benefit period is over one year (not including one year). Long-term deferred expenses are amortized over the benefit period. If a long-term deferred expense cannot benefit the future accounting period, the unamortized balance shall be transferred to the profit or loss in the current period.
(XX) Staff remuneration
Staff remuneration refers to compensation or indemnification in various forms given to employees by a company for services rendered by such employees or for termination of employment relationship with such employees. Staff remuneration mainly includes short-term remuneration, post-employment benefits, termination benefits and other long-term employee benefits.
1. Short-term remuneration
During the accounting period in which an employee provides service, short-term remuneration incurred is recognized as liabilities and charged to profit or loss, or if otherwise required or allowed by other accounting standards, to the related costs of assets for the current period. At the time of actual occurrence, the Company’s employee benefits are recorded into the profits and losses of the current year or assets associated costs according to the actual amount. The non-monetary employee benefits are measured at fair value. Regarding to the medical insurance, work-related injury insurance, maternity insurance and other social insurances, housing provident fund and labor union expenditure and personnel education that the Company paid for employees, the Company should recognize corresponding staff remuneration payables according to the appropriation basis and proportion as stipulated by relevant requirements and recognize the corresponding liabilities and include these expenses in the profits or losses of the current period or recognized as respective assets costs.
– 39 –
2. Post-employment benefits
During the accounting period for which employees provide their service, the Company shall recognize the amounts payable as liabilities calculated based on the defined contribution plans, and shall recognize it in current profit and loss or the relevant asset cost. According to the formula confirmed by the expected accumulated welfare unit method, the welfare obligations generated in defined benefit plans shall be attributable to the period for which employees provide their service and shall be recognized in current profit and loss or the relevant asset cost.
3. Termination benefits
When the Company provides employees with termination benefits, the staff remuneration liabilities arising from termination benefits are recognized and recorded in current profit and loss whichever of the following is earlier: when the Company cannot unilaterally revoke such termination benefits provided due to dissolution of labor relationship plan or layoff proposal; when the Company recognizes such cost or expenses associated with the restructuring involving the payment of termination benefits.
4. Other long-term employee benefits
Such other long-term employee benefits provided to employees by the Company is in compliance with the conditions for the defined contribution plans and shall be processed pursuant to the provisions of the defined contribution plans. In addition, net liabilities or net assets of other long-term employee benefits shall be recognized and measured pursuant to the relevant provisions of the defined benefits pwlan.
(XXI) Estimated liability
If an obligation in relation to contingency is the present obligation of the Company and the performance of such obligation are likely to lead to the outflow of economic benefits and its amount can be reliably measured, such obligation shall be recognized as accrued liability. Initial measurement should be made by the Company in accordance with the best appraisable amount of expenses to fulfill relevant current obligation. The best appraisable amount should be a middle value if the expense occurred in a continuous period in which kinds of results occurred at the same possibility. If there are lots of projects, the best appraisable amount should be based on kinds of results and relevant possibility.
– 40 –
At the balance sheet date, the Company reviews the carrying amount of estimated liability and an adjustment is necessary according to the current best appraisable amount if there is obvious evidence that carrying amount cannot fairly represent the best appraisable amount.
(XXII) Revenue
1. Sales of goods
Revenue from the sale of goods shall be recognized at the amount received or receivable from buyers based on contractual or agreed prices, only when all of the following conditions are satisfied: (i) the significant risks and rewards of ownership of the goods have been passed to the buyer; (ii) the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; (iii) the amount of revenue can be measured reliably; (iv) it is probable that the associated economic benefits will flow to the enterprise; and (v) the associated costs incurred or to be incurred can be measured reliably.
Specific recognition method for revenue: Upon delivery of goods, receipt by customers upon acceptance, and invoice or bill of lading or other relevant documents being delivered to customers who purchase goods, the sales revenue is realized.
If the selling income according to the contract or agreement is deferred and is of financial nature, the revenue from sale of goods should be the fair value of receivable amount of contract or agreement.
2. Provision of services
At the balance sheet date, when the outcome of a transaction involving the rendering of services can be estimated reliably, revenue from provision of services shall be recognized using the percentage of completion method. The progress of completion of the transaction is recognized by the Company by reference to ratio of the actual cost with respect to the estimated total cost. At the balance sheet date, when the outcome of the transaction involving the rendering of services cannot be estimated reliably, it shall be dealt with in the following ways: (i) if the cost of services incurred is expected to be compensated, the revenue from the rendering of services is recognized to the extent of actual cost incurred to date, and the relevant cost is transferred to cost of service; or (ii) if the cost of services incurred is not expected to be compensated, the cost incurred should be included in current profit or loss, and no revenue from the rendering of services may be recognized.
– 41 –
3. Abalienating the right to use an asset
When the inflow of economic benefits from the abalienation of assets is probable and the income can be measured reliably, the income from abalienating the right to use an asset is recognized.
(XXIII) Government grants
1. Accounting treatment for government grants related to assets
The government grant that is obtained by the Company and is used for acquisition or construction or forming long-term assets in other ways shall be recognized as the government grants related to assets. Government grants related to an asset shall be recognized as deferred income. Commencing from the day on which the relevant assets are available for use, deferred income shall be recorded into profits and loss for the current period on an even and amortized basis according to the estimated useful life of the relevant assets.
2. Accounting treatment for government grants related to income
The governmental grants other than that is related to asset shall be recognized as the government grants related to income. Government grants related to income shall be treated as follows: those used to compensate relevant expenses or losses to be incurred by the enterprise in subsequent periods are recognized as deferred income and recorded in profit and loss for the period when such expenses are recognized; those used to compensate relevant expenses or losses that have been incurred by the enterprise are recorded directly in profit or loss for the current period.
3. Specific standards for differentiating government grants related to asset from that related to income
Where there is no express regulation on subsidy object in government documents, the criteria for differentiating government grants related to asset from that related to income is as below: (i) government grant subject to a certain project shall be separated according to the proportion of expenditure budget and capitalization budget, and the proportion shall be reviewed and modified if necessary on the balance sheet date; and (ii) government grants shall be categorized as related to income if its usage is just subject to general statement and not limited to designated specific project in relevant document.
– 42 –
(XXIV) Deferred tax assets and deferred tax liabilities
-
Deferred tax assets or deferred tax liabilities are recognized based on the difference between the carrying amounts of the assets or liabilities and their tax bases (or, for items not recognized as assets or liabilities but whose tax base can be determined under tax laws, such tax base can be determined as their difference), and are calculated at the tax rates expected to apply to the period in which the assets are recovered or the liabilities are settled.
-
Deferred income tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. At the balance sheet date, deferred tax assets unrecognized in prior periods are recognized to the extent that there is obvious evidence that it has become probable that sufficient taxable profit will be available in subsequent periods against which the deductible temporary differences can be utilized. The carrying amount of a deferred tax asset is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the benefit of the deferred tax asset to be utilized.
-
As for taxable temporary difference related to the investments of subsidiaries and associated enterprises, the deferred income tax liabilities are recognized unless the Company can control the timing for the reversal of temporary differences and such differences are much likely not to be reversed in the foreseeable future. As for the deductible temporary difference related to investments of subsidiaries and associated enterprises, the deferred income tax assets shall be recognized when such temporary differences are much likely to be reversed in the foreseeable future and the taxable profit are available against which the deductible temporary difference can be utilized.
(XXV) Leases
-
Accounting treatment for operating leases: Rental expenses for operating leases shall be recorded into the cost of the relevant asset or the current period’s profit and loss on a straight-line basis during the lease term.
-
Accounting treatment for financing leases: the lower of the fair value of the leased assets and the present value of the minimum lease payment shall be taken as the book value of the leased assets. The difference of the book value of the assets under lease and the minimum lease payment shall be the unrecognized financing expenses and shall be amortized according to the actual interest rate within the lease term. The balance derived from deducting the unrecognized financing expenses from the minimum lease payment shall be presented as long-term payables.
– 43 –
(XXVI) Explanation on changes in significant accounting policies and accounting estimates
Nil
VI. TAXES
| Category Tax basis |
Tax rate |
|---|---|
| Value added tax Assessable value-added part of sales |
13%-17% |
| revenue and labor services | |
| Urban maintenance and Value added tax and business tax paid |
5%-7% |
| construction tax | |
| Educational surcharges Value added tax and business tax paid |
3% |
| Enterprise income tax Enterprise income tax |
15%, 25% |
| Name of entity paying taxes | Income tax rate |
| The Company | 25% |
| Longhai Company, Bengbu Company, Hefei New Energy | 15% |
| Other subsidiaries | 25% |
VII. N O T E S T O S I G N I F I C A N T I T E M S O F T H E P R O F O R M A CONSOLIDATED FINANCIAL STATEMENTS
(I) Cash and cash equivalents
| Item Cash Deposits at banks Other monetary funds Total |
31 May 2017 268,289.67 118,799,130.97 39,689,095.38 158,756,516.02 |
31 December 2016 333,549.75 191,242,361.52 56,444,109.58 248,020,020.85 |
|---|---|---|
Note: At the end of the period, the guarantee deposit for bank acceptance in the balance of the other monetary funds was RMB39,689,095.38.
– 44 –
(II) Bills receivable
| Items Bank acceptances Trade acceptance Letter of credit Total |
31 May 2017 137,014,010.58 86,145,742.49 130,754.10 223,290,507.17 |
31 December 2016 76,446,675.70 27,910,301.84 104,356,977.54 |
|---|---|---|
(III) Accounts receivable
1. Accounts receivable by category
| Category Accounts receivable with significant single amount and individual provision for bad debts Accounts receivable with provision for bad debts made on group basis Including: Groups with provision for bad debts based on aging analysis Groups without provision for bad debts Account receivables with insignificant single amount and individual provision for bad debts Total |
31 May 2017 Carrying amount Provision for bad debts Amount Ratio Amount Provision ratio (%) (%) 610,548,577.86 100.00 57,873,675.75 9.48 536,984,445.22 87.95 57,873,675.75 10.78 73,564,132.64 12.05 610,548,577.86 100.00 57,873,675.75 9.48 |
|---|---|
– 45 –
| Category Account receivables with significant single amount and individual provision for bad debts Accounts receivable with provision for bad debts made on group basis Including: Groups with provision for bad debts based on aging analysis Groups without provision for bad debts Account receivables with insignificant single amount and individual provision for bad debts Total |
31 December 2016 Carrying amount Provision for bad debts Amount Ratio Amount Provision ratio (%) (%) 414,041,262.09 100.00 57,276,578.47 13.83 346,497,720.78 83.69 57,276,578.47 16.53 67,543,541.31 16.31 414,041,262.09 100.00 57,276,578.47 13.83 |
31 December 2016 Carrying amount Provision for bad debts Amount Ratio Amount Provision ratio (%) (%) 414,041,262.09 100.00 57,276,578.47 13.83 346,497,720.78 83.69 57,276,578.47 16.53 67,543,541.31 16.31 414,041,262.09 100.00 57,276,578.47 13.83 |
|---|---|---|
| 13.83 |
-
(1) Accounts receivable with provision for bad debts made on group basis
-
(i) Accounts receivable with provision for bad debts based on aging analysis
| Aging 31 May 2017 Carrying amount Provision ratio (%) Within 1 year 472,687,156.50 1–2 years 7,582,615.61 30.00 2–3 years 2,231,564.09 50.00 3–4 years 511,851.41 100.00 4–5 years 605,589.30 100.00 Above 5 years 53,365,668.31 100.00 Total 536,984,445.22 10.45 |
31 Provision for bad debts Carrying amount 282,895,221.68 2,274,784.68 8,631,825.88 1,115,782.05 567,285.02 511,851.41 1,037,719.89 605,589.30 2,672,254.67 53,365,668.31 50,693,413.64 57,873,675.75 346,497,720.78 |
December 2016 Provision ratio Provision for bad debts (%) 30.00 2,589,547.76 50.00 283,642.51 100.00 1,037,719.89 100.00 2,672,254.67 100.00 50,693,413.64 16.53 57,276,578.47 |
December 2016 Provision ratio Provision for bad debts (%) 30.00 2,589,547.76 50.00 283,642.51 100.00 1,037,719.89 100.00 2,672,254.67 100.00 50,693,413.64 16.53 57,276,578.47 |
|---|---|---|---|
| 57,276,578.47 |
– 46 –
- (ii) In groups, accounts receivable without provision for bad debts are as follows:
| 31 May | 31 December |
||
|---|---|---|---|
| Item | 2017 | 2016 | |
| Group with no provision | |||
| for bad debts (related | |||
| parties) | 73,564,132.64 | 67,543,541.31 | |
| Total | 73,564,132.64 | 67,543,541.31 | |
| Top five debtors as at 31 May 2017 | |||
| As a percentage | |||
| of the total | |||
| balance of | |||
| accounts | |||
| receivable at | |||
| Carrying | the end of |
||
| Company names | amount | the period | |
| (%) | |||
| Risen Energy Co., Ltd.* (東方 | |||
| 日昇新能源股份有限公司) | 120,230,724.99 | 19.69 | |
| Jetion Solar (China) Co., Ltd.* | |||
| (中建材浚鑫科技有限公司) | 43,119,117.03 | 7.06 | |
| Shenzhen Yongchangsheng | |||
| New Materials Co., Ltd.*. | |||
| (深圳市永昌晟新型材料有 | |||
| 限公司) | 39,918,216.18 | 6.54 | |
| Realforce Power Co., Ltd.*(潤 | |||
| 峰電力有限公司) | 32,530,472.74 | 5.33 | |
| Shenzhen Jinronghua Electronic | |||
| Technology Co., Ltd.* | |||
| (深圳市金榮華電子科技有 | |||
| 限公司) | 31,823,033.96 | 5.21 | |
| Total | 267,621,564.90 | 43.83 |
2. Top five debtors as at 31 May 2017
– 47 –
(IV) Prepayments
1. Aging analysis of prepayments
| 31 May | 2017 | 2017 | 31 December 2016 | 31 December 2016 | 31 December 2016 | |||
|---|---|---|---|---|---|---|---|---|
| Aging Amount |
Ratio | Amount | Ratio | |||||
| (%) | (%) | |||||||
| Within 1 year 14,011,109.42 |
99.46 | 9,075,366.83 | 99.18 | |||||
| 1–2 years 45,632.69 |
0.32 | 48,487.65 | 0.53 | |||||
| 2–3 years 7,300.00 |
0.05 | 5,740.00 | 0.06 | |||||
| Above 3 years 24,167.24 |
0.17 | 21,067.24 | 0.23 | |||||
| Total 14,088,209.35 |
100.00 | 9,150,661.72 | 100.00 | |||||
| 2. | Top five debtors in terms of prepayments as at | 31 May 2017 | ||||||
| As a percentage | ||||||||
| of the total | ||||||||
| Carrying | balance of |
|||||||
| Company name | amount | prepayments | ||||||
| (%) | ||||||||
| Jiangsu Electric Power Company | ||||||||
| Yixing Power Supply Company* | ||||||||
| (江蘇省電力公司宜興市 | ||||||||
| 供電公司) | 3,817,860.28 | 27.10 | ||||||
| Anhui Debang Chemicals Co., Ltd.* | ||||||||
| (安徽德邦化工有限公司) | 2,963,141.04 | 21.03 | ||||||
| State Grid Anhui Electric Power | ||||||||
| Company Hefei Power Supply | ||||||||
| Company* (國網安徽省電力公司 | ||||||||
| 合肥供電公司) | 2,441,451.19 | 17.33 | ||||||
| Triumph Technology Group | ||||||||
| Company* (凱盛科技集團公司) | 1,093,959.02 | 7.77 | ||||||
| Luoyang Junhua Certified Public | ||||||||
| Accountants Co., Ltd.* (洛陽君華 | ||||||||
| 會計師事務所有限公司) | 870,873.80 | 6.18 | ||||||
| Total | 11,187,285.33 | 79.41 |
– 48 –
(V) Other receivables
1. Categories of other receivables
| Category Other receivables with significant single amount and individual provision for bad debts Other receivable with provision for bad debts made on group basis Including: Groups with provision for bad debts based on aging analysis Groups without provision for bad debts Other receivables with insignificant single amount and individual provision for bad debts Total |
31 May 2017 Carrying amount Provision for bad debts Amount Ratio Amount Provision ratio (%) (%) 10,808,704.00 12.45 10,808,704.00 100.00 75,985,960.90 87.55 39,824,531.82 52.41 64,341,548.33 74.13 39,824,531.82 61.90 11,644,412.57 13.42 86,794,664.90 100.00 50,633,235.82 58.34 |
|---|---|
– 49 –
| Category Other receivables with significant single amount and individual provision for bad debts Other receivable with provision for bad debts made on group basis Including: Groups with provision for bad debts based on aging analysis Groups without provision for bad debts based Other receivables with insignificant single amount and individual provision for bad debts Total |
31 December 2016 Carrying amount Provision for bad debts Amount Ratio Amount Provision ratio (%) (%) 10,808,704.00 6.76 10,808,704.00 100.00 149,131,350.76 93.24 39,169,867.86 26.27 41,264,516.69 25.80 39,169,867.86 94.92 107,866,834.07 67.44 159,940,054.76 100.00 49,978,571.86 31.25 |
31 December 2016 Carrying amount Provision for bad debts Amount Ratio Amount Provision ratio (%) (%) 10,808,704.00 6.76 10,808,704.00 100.00 149,131,350.76 93.24 39,169,867.86 26.27 41,264,516.69 25.80 39,169,867.86 94.92 107,866,834.07 67.44 159,940,054.76 100.00 49,978,571.86 31.25 |
|---|---|---|
| 31.25 |
(1) Other receivables with significant single amount and individual provision for bad debts as at 31 May 2017
– 50 –
| Name of the debtor Z h e n g z h o u X i l i S u b - b r a n c h , o f China Construction Bank(建行鄭州西 裡支行) Total* |
Carrying amount 10,808,704.00 10,808,704.00 |
Amount of bad debts Aging Provision ratio Reason for making provision (%) 10,808,704.00 Above 5 years 100.00% Full provision for bad debts due t o f a i l u r e o f recovery 10,808,704.00 |
|---|---|---|
-
(2) Other receivables with provision for bad debts made on group basis
-
(i) Other receivables with provision for bad debts based on aging analysis
| Aging Within 1 year 1–2 years 2–3 years 3–4 years 4–5 years Above 5 years Total |
31 May 2017 Carrying amount Provision ratio (%) 23,973,608.89 73,344.82 30.00 984,132.51 50.00 886,984.00 100.00 278,813.89 100.00 38,144,664.22 100.00 64,341,548.33 85.77 |
Provision for bad debts 22,003.45 492,066.26 886,984.00 278,813.89 38,144,664.22 39,824,531.82 |
31 Carrying amount 958,282.07 980,792.51 899,624.00 281,153.89 202,850.27 37,941,813.95 41,264,516.69 |
December 2016 Provision ratio Provision for bad debts (%) 30.00 294,237.75 50.00 449,812.00 100.00 281,153.89 100.00 202,850.27 100.00 37,941,813.95 94.92 39,169,867.86 |
December 2016 Provision ratio Provision for bad debts (%) 30.00 294,237.75 50.00 449,812.00 100.00 281,153.89 100.00 202,850.27 100.00 37,941,813.95 94.92 39,169,867.86 |
|---|---|---|---|---|---|
| 39,169,867.86 |
- (ii) In the group, other receivables with no provision for bad debts
Item
31 May 31 December 2017 2016
Group with no provision for bad debts (related party, petty cash, security deposit, etc.) 11,644,412.57 107,866,834.07 Total 11,644,412.57 107,866,834.07
– 51 –
2. Other receivables categorized by nature
| Nature Guarantee deposits, security deposits, petty cash Compensation for performance commitment Current accounts Total |
31 May 2017 30,350,883.50 56,443,781.40 86,794,664.90 |
31 December 2016 82,312,284.44 23,783,372.88 53,844,397.44 159,940,054.76 |
|---|---|---|
3. Top five debtors in terms of other receivables as at 31 May 2017
| Name of debtor Nature International Far Eastern Leasing Co., Ltd. (遠東國際租賃有限 公司) Guarantee deposit Zhengzhou Xili Sub-branch of China Construction Bank (建行鄭州西裡支行) Current accounts Taiping & Sinopec Financial Leasing Co., Ltd. (太平石 化金融租賃有限責任公司) Guarantee deposit Zhuge County Government (諸葛鎮政府) Current accounts Shenzhen Cynthia Industrial Company Limited (深圳新西亞實業有限公司) Current accounts Total* |
Carrying amount Aging As a percentage of the total carrying amount of other receivables (%) 13,636,363.00 1 -2 years 15.71 10,808,704.00 More than 5 years 12.45 10,430,000.00 Within 1 year 11.52 9,856,832.00 More than 5 years 11.35 4,600,000.00 More than 5 years 5.30 49,331,899.00 56.33 |
Balance of provision for bad debts 10,808,704.00 9,856,832.00 4,600,000.00 25,265,536.00 |
|---|---|---|
– 52 –
(VI) Inventories
1. Category of inventories
| Category Raw materials Work in progress Goods in stock Revolving materials Total |
Carrying amount 91,460,249.70 5,698,824.17 155,040,460.27 535,365.23 252,734,899.37 |
31 May 2017 Provision for depreciation 1,325,240.88 269,863.36 22,970,554.48 24,565,658.72 |
Book value 90,135,008.82 5,428,960.81 132,069,905.79 535,365.23 228,169,240.65 |
31 December 2016 Carrying amount Provision for depreciation 79,031,101.49 1,375,019.80 6,930,279.06 172,848,223.97 32,915,410.22 547,115.90 259,356,720.42 34,290,430.02 |
Book value 77,656,081.69 6,930,279.06 139,932,813.75 547,115.90 |
|---|---|---|---|---|---|
| 225,066,290.40 |
2. Change of provision for depreciation of inventories
| Category 31 December 2016 Raw materials 1,375,019.80 Work in progress Goods in stock 32,915,410.22 Total 34,290,430.02 |
Provision for the current period Decrease for the Reversal 225,895.73 269,863.36 1,193,905.50 495,759.09 1,193,905.50 |
current period Write-off 275,674.65 8,750,950.24 9,026,624.89 |
31 May 2017 1,325,240.88 269,863.36 22,970,554.48 |
|---|---|---|---|
| 24,565,658.72 |
(VII) Other current assets
| Item Tax to be verified and deducted Taxes paid in advance Total |
31 May 2017 52,841,404.97 2,235,924.30 55,077,329.27 |
31 December 2016 64,628,416.15 2,270,503.81 |
|---|---|---|
| 66,898,919.96 |
– 53 –
(VIII) Available-for-sale financial assets
1. Available-for-sale financial assets
| Item Available-for-sale equity instruments Including: measured at cost Total |
Carrying amount 7,791,217.53 7,791,217.53 7,791,217.53 |
31 May 2017 Provision for impairment 7,791,217.53 7,791,217.53 7,791,217.53 |
Book value | 31 December 2016 Carrying amount Provision for impairment 7,791,217.53 7,791,217.53 7,791,217.53 7,791,217.53 7,791,217.53 7,791,217.53 |
Book value |
|---|---|---|---|---|---|
2. The investment breakdown in important equity instruments measured at cost at the end of the period
| Investee Carrying amount 31 December 2016 Increase for the current period Decrease for the current period 1. CLFG Luoyang Jingwei Glass Fibre Co., Ltd. (Note) 4,000,000.00 2. CLFG Luoyang Jingjiu Glass Products Company Limited (Note) 1,500,000.00 3. CLFG Luoyang New Lighting Company Limited_(Note)_ 2,291,217.53 Total 7,791,217.53 |
Provision for depreciation 31 May 2017 31 December 2016 Increase for the current period Decrease for the current period 4,000,000.00 4,000,000.00 1,500,000.00 1,500,000.00 2,291,217.53 2,291,217.53 7,791,217.53 7,791,217.53 |
Shareholding ratio in the investee Cash dividend for the current period 31 May 2017 (%) 4,000,000.00 35.90 1,500,000.00 31.08 2,291,217.53 29.45 7,791,217.53 |
|---|---|---|
Note: The Company is of the view that, despite the Company’s shareholding in the investees exceeds 20%, since the Company did not assign any management personnel to the investees, or participate in any formulation of the investees’ financial and operating policies, or engage in any significant transactions with the investees, or provide any key technological information to the investees. Thus, the Company is of the view that it has no significant impact on the investees and was classified as available-for-sale financial assets.
– 54 –
3. Change in the impairment of available-for-sale financial assets during the Reporting Period
| Available-for- | ||
|---|---|---|
| Category of available-for-sale | sale equity | |
| financial assets | instruments | Total |
| Balance of provision for impairment | ||
| as at 31 December 2016 | 7,791,217.53 | 7,791,217.53 |
| Provision for the period | ||
| Including: transfer from other | ||
| comprehensive income | ||
| Decrease for the period | ||
| Including: subsequent reverse from | ||
| increase in fair value | ||
| Balance of provision for impairment | ||
| at 31 May 2017 | 7,791,217.53 | 7,791,217.53 |
(IX) Long-term receivables
1. Long-term receivables
| Item Receivables from disposal of equity interest in the Industrial Company Total |
Carrying amount 55,000,000.00 55,000,000.00 |
31 May 2017 Provision for bad debts |
Book value 55,000,000.00 55,000,000.00 |
31 December 2016 Carrying amount Provision for bad debts Book value 55,000,000.00 55,000,000.00 55,000,000.00 55,000,000.00 |
Range of discount rate |
|---|---|---|---|---|---|
– 55 –
(X) Fixed assets
1. Fixed assets
| Transportation | ||||||
|---|---|---|---|---|---|---|
| Item | Buildings | Machinery | equipment | Others | Total | |
| I. Original book value: | ||||||
| 1. | Balance as at 31 | |||||
| December 2016 | 776,304,414.60 | 1,555,875,079.77 | 7,078,846.14 | 5,824,975.25 | 2,345,083,315.76 | |
| 2. | Increase for the |
|||||
| current period | 12,535,249.77 | 22,600,287.73 | 66,337.60 | 187,907.90 | 35,389,783.00 | |
| (1) Purchase | 19,345.00 | 20,445,619.27 | 66,337.60 | 187,907.90 | 20,719,209.77 | |
| (2) Transferred from | ||||||
| construction in | ||||||
| progress | 12,515,904.77 | 2,154,668.46 | 14,670,573.23 | |||
| 3. | Decrease for the | |||||
| current period | 7,505,338.05 | 62,199,179.84 | 62,865.00 | 69,767,382.89 | ||
| (1) Disposal or | ||||||
| retirement | 62,865.00 | 62,865.00 | ||||
| (2) Transfer into | ||||||
| construction in | ||||||
| progress | 7,505,338.05 | 62,199,179.84 | 69,704,517.89 | |||
| 4. | Balance as at 31 May | |||||
| 2017 | 781,334,326.32 | 1,516,276,187.66 | 7,082,318.74 | 6,012,883.15 | 2,310,705,715.87 | |
| II. Accumulated | ||||||
| depreciation | ||||||
| 1. | Balance as at 31 | |||||
| December 2016 | 68,560,649.06 | 376,634,725.45 | 4,134,651.11 | 2,393,847.32 | 451,723,872.94 | |
| 2. | Increase for the | |||||
| current period | 8,783,360.49 | 38,921,584.72 | 278,409.75 | 436,781.30 | 48,420,136.26 | |
| (1) Provision | 8,783,360.49 | 38,921,584.72 | 278,409.75 | 436,781.30 | 48,420,136.26 | |
| 3. | Decrease for the | |||||
| current period | 118,834.52 | 41,062,049.92 | 25,302.67 | 41,206,187.11 | ||
| (1) Disposal or | ||||||
| retirement | 25,302.67 | 25,302.67 | ||||
| (2) Transfer into | ||||||
| construction in | ||||||
| progress | 118,834.52 | 41,062,049.92 | 41,180,884.44 | |||
| 4. | Balance as at 31 May | |||||
| 2017 | 77,225,175.03 | 374,494,260.25 | 4,387,758.19 | 2,830,628.62 | 458,937,822.09 |
– 56 –
| Transportation | |||||
|---|---|---|---|---|---|
| Item | Buildings | Machinery | equipment | Others | Total |
| III. Provision for | |||||
| impairment | |||||
| 1. Balance as at 31 | |||||
| December 2016 | 7,546,566.43 | 7,546,566.43 | |||
| 2. Increase for the | |||||
| current period | |||||
| 3. Decrease for the | |||||
| current period | |||||
| 4. Balance as at 31 May | |||||
| 2017 | 7,546,566.43 | 7,546,566.43 | |||
| IV. Book value | |||||
| 1. Book value as at 31 | |||||
| May 2017 | 704,109,151.29 | 1,134,235,360.98 | 2,694,560.55 | 3,182,254.53 | 1,844,221,327.35 |
| 2. Book value as at 31 | |||||
| December 2016 | 707,743,765.54 | 1,171,693,787.89 | 2,944,195.03 | 3,431,127.93 | 1,885,812,876.39 |
– 57 –
(XI) Construction in progress
1. Construction in progress
| Item Carrying amount Longhai – new-generation information display ultra-thin glass substrate production line 11,822,228.50 Ultra-white photothermal materials projects 216,107.06 CNBM (Hefei) New Energy Industrial base phase I preparatory engineering 36,047,605.34 Oxy-combustion new photovoltaic cover material phase II production line project 77,358.49 Smart plant 464,102.59 Testing center 1,777,649.57 48 million m2solar coating glass production line 94,040,700.17 Tongcheng processing glass production lines 1# 12,791,036.41 Tongcheng processing glass production lines 4# 240,000.00 Total 157,476,788.13 |
31 May 2017 Provision for impairment |
Book value 11,822,228.50 216,107.06 36,047,605.34 77,358.49 464,102.59 1,777,649.57 94,040,700.17 12,791,036.41 240,000.00 157,476,788.13 |
31 December 2016 Carrying amount Provision for impairment 44,224,322.64 1,728,535.21 49,167,503.96 95,120,361.81 |
Book value 44,224,322.64 1,728,535.21 49,167,503.96 |
|---|---|---|---|---|
| 95,120,361.81 |
– 58 –
(XII) Intangible Assets
| Land use | Patent | Non-patent |
Trademark | ||||
|---|---|---|---|---|---|---|---|
| Item | Software | rights | right | technology | use rights | Total | |
| I. Original book value | |||||||
| 1. | Balance as at 31 | ||||||
| December 2016 | 491,453.02 | 286,739,028.89 | 94,339.62 | 12,316,037.70 | 6,000,000.00 | 305,640,859.23 | |
| 2. | Increase for the current | ||||||
| period | 58,360,200.60 | 58,360,200.60 | |||||
| (1) External purchase | 58,360,200.60 | 58,360,200.60 | |||||
| 3. | Decrease for the current | ||||||
| period | |||||||
| 4. | Balance as at 31 May | ||||||
| 2017 | 491,453.02 | 345,099,229.49 | 94,339.62 | 12,316,037.70 | 6,000,000.00 | 364,001,059.83 | |
| II. Accumulated amortization | |||||||
| 1. | Balance as at 31 | ||||||
| December 2016 | 192,663.80 | 24,807,529.56 | 4,717.08 | 6,041,312.86 | 6,000,000.00 | 37,046,223.30 | |
| 2. | Increase for the current | ||||||
| period | 68,257.35 | 2,895,960.45 | 3,930.80 | 513,168.20 | 3,481,316.80 | ||
| (1) Provision | 68,257.35 | 2,895,960.45 | 3,930.80 | 513,168.20 | 3,481,316.80 | ||
| 3. | Decrease for the current | ||||||
| period | |||||||
| 4. | Balance as at 31 May | ||||||
| 2017 | 260,921.15 | 27,703,490.01 | 8,647.88 | 6,554,481.06 | 6,000,000.00 | 40,527,540.10 | |
| III. Provision for impairment | |||||||
| IV. Book value | |||||||
| 1. | Book value as at 31 May | ||||||
| 2017 | 230,531.87 | 317,395,739.48 | 85,691.74 | 5,761,556.64 | 230,531.87 | 323,473,519.73 | |
| 2. | Book value as at 31 | ||||||
| December 2016 | 298,789.22 | 261,931,499.33 | 89,622.54 | 6,274,724.84 | 298,789.22 | 268,594,635.93 | |
| Note: 1. | The land use right certificate for the | land located in the development zone | |||||
| in Luoyang with an amount of RMB9,415,764.88, the intangible | asset of the | ||||||
| Group, was under application | as at the | end of the period. |
- Land use rights among the Group’s intangible assets were all for lands located in the PRC with remaining use periods ranging from 28 to 50 years.
– 59 –
(XIII) Long-term deferred expenses
| Category Reconstruction of the electrical circuit of the office Refurbishment fees Consultation service charge Total |
31 December 2016 270,000.00 3,245,290.90 3,515,290.90 |
Increase for the current period 757,941.76 2,500,000.00 3,257,941.76 |
Amortized amount for the current period 45,000.00 50,529.45 841,863.19 937,392.64 |
Other decreased amount |
31 May 2017 225,000.00 707,412.31 4,903,427.71 5,835,840.02 |
|---|---|---|---|---|---|
(XIV) Deferred tax assets and deferred tax liabilities
1. Deferred tax assets and deferred tax liabilities before offsetting
| Item Deferred tax assets Provision for impairment of assets Deferred income Total |
31 May 2017 Deferred tax assets/ liabilities Deductible/ taxable temporary differences 2,686,948.20 16,174,951.10 542,812.50 3,618,750.00 3,229,760.70 19,793,701.10 |
31 December 2016 Deferred tax assets/ liabilities Deductible/ taxable temporary differences 3,200,642.11 19,383,172.46 1,873,495.80 12,489,972.00 5,074,137.91 31,873,144.46 |
|---|---|---|
– 60 –
(XV) Non-current assets
| Item Prepayment for engineering and equipment Input VAT deductible Total (XVI) Short-term loans 1. Category of short-term loans Conditions Mortgage loan Guaranty loan Total (XVII) Notes payable Item Bank’s acceptance bills Commercial acceptance bills Total |
31 May 2017 1,733,802.58 2,011,520.54 3,745,323.12 31 May 2017 15,000,000.00 672,377,750.00 687,377,750.00 31 May 2017 119,602,651.20 51,844,016.57 171,446,667.77 |
31 December 2016 5,838,860.00 5,838,860.00 31 December 2016 151,600,000.00 224,500,000.00 376,100,000.00 31 December 2016 122,586,473.44 50,000,000.00 172,586,473.44 |
|---|---|---|
– 61 –
(XVIII) Accounts payable
| Item Within 1 year (including 1 year) Over 1 year Total |
31 May 2017 197,923,431.28 332,252,178.52 530,175,609.80 |
31 December 2016 161,838,847.96 351,476,633.39 513,315,481.35 |
|---|---|---|
Significant accounts payables aged over one year as at 31 May 2017
Carrying Reason for Name of Creditor amount non-payment China Triumph International Engineering Co., Ltd. 273,423,781.04 Unsettled China Triumph International Engineering Co., Ltd. Bengbu Branch 38,961,654.50 Unsettled
Total 312,385,435.54
(XIX) Payments received in advance
31 May 31 December Item 2017 2016 Within 1 year (including 1 year) 12,533,964.03 5,628,290.37 Over 1 year 3,802,847.42 9,036,932.04 Total 16,336,811.45 14,665,222.41
– 62 –
(XX) Staff remuneration payables
1. Staff remuneration payables are shown as follows:
| Item 31 December 2016 I. Short-term remuneration 32,204,787.69 II. Post-employment benefits – defined contribution plan 3,923,332.00 III. Termination benefits Total 36,128,119.69 2. Short-term staff remuneration Item 31 December 2016 1. Salary, bonus, allowance and subsidy 16,439,043.74 2. Staff’s welfare 3. Social insurance premium 1,026,787.39 Including: Medical insurance 864,437.80 Work-related injury insurance 102,754.01 Maternity insurance 59,595.58 4. Housing Provident fund 6,974,821.03 5. Labor union expenses and employee education expenses 7,764,135.53 Total 32,204,787.69 |
Increase for the period 64,244,685.44 7,250,421.71 128,934.67 71,624,041.82 Increase for the period 53,442,362.93 4,843,192.09 3,220,747.76 2,562,987.28 441,458.70 216,301.78 2,243,335.33 495,047.33 64,244,685.44 |
Decrease for the period 71,817,296.33 10,816,602.11 128,934.67 82,762,833.11 Decrease for the period 60,967,868.65 4,843,192.09 4,076,858.55 3,295,003.58 513,314.36 268,540.61 1,406,320.05 523,056.99 71,817,296.33 |
31 May 2017 24,632,176.80 357,151.60 24,989,328.40 31 May 2017 8,913,538.02 170,676.60 132,421.50 30,898.35 7,356.75 7,811,836.31 7,736,125.87 24,632,176.80 |
|---|---|---|---|
– 63 –
3. Defined contribution plans
| Item 31 December 2016 1.Basic pension insurance 3,729,121.98 2.Unemployment insurance 194,210.02 Total 3,923,332.00 (XXI) Tax payable Category Value-added tax Business tax Enterprise income tax City maintenance tax Property tax Land-use tax Individual income tax Education surcharges Other tax and charges Total (XXII) Interest payable Category Interest on long-term and short-term loan Total |
Increase for the period Decrease for the period 31 May 2017 6,991,676.48 10,378,360.36 342,438.10 258,745.23 438,241.75 14,713.50 7,250,421.71 10,816,602.11 357,151.60 31 May 2017 31 December 2016 5,107,809.26 2,959,791.08 75,649.29 75,649.29 2,874,134.76 12,102,375.43 126,384.51 294,379.66 3,945,505.10 3,377,760.99 2,604,880.99 3,045,112.59 313,060.83 250,303.14 87,517.21 207,513.66 114,699.51 184,798.52 15,249,641.46 22,497,684.36 31 May 2017 31 December 2016 6,059,407.29 1,769,060.99 6,059,407.29 1,769,060.99 |
|
|---|---|---|
– 64 –
(XXIII) Other payables
| Nature of payment 31 May 2017 Borrowings from related parties 402,282,885.38 Deposits and security deposits 2,004,773.70 Contribution from minority shareholders in the form of debts 4,500,000.00 Announcement and intermediary fee 4,869,560.06 Other current account 10,923,968.09 Total 424,581,187.23 (XXIV) Non-current liabilities due within one year Item 31 May 2017 Long-term loans due within one year 188,048,843.18 Total 188,048,843.18 (XXV) Long-term loans Nature 31 May 2017 Mortgage loan 307,657,003.59 Guaranty loan 202,897,708.34 Credit loan 31,670,000.00 Total 542,224,711.93 Less: Long-term loans due within one year 188,048,843.18 Total 354,175,868.75 |
31 December 2016 199,845,421.83 1,301,963.70 10,000,000.00 5,617,787.84 11,381,242.92 228,146,416.29 31 December 2016 521,207,062.91 521,207,062.91 31 December 2016 222,478,306.53 574,780,130.61 31,670,000.00 828,928,437.14 521,207,062.91 307,721,374.23 |
|---|---|
Note: As at 31 May 2017, the range of the interest rates for long-term loans was between 2.5% and 6.44%.
– 65 –
(XXVI) Deferred income
1. Deferred income is shown as follows by category:
| Item 31 December 2016 Increase for the period Government grants 19,290,781.82 Total 19,290,781.82 2. Government-subsidized projects Item 31 December 2016 New additional subsidy for the current period Amount recorded in non-operating income for the current period Fiscal subsidy for ultra-thin and ultra- white glass production lines 2,632,500.00 506,250.00 Land-use subsidy for ultra-thin and ultra-white glass production lines projects 2,305,103.82 22,466.90 0.45mm E-glass technology research and application projects 1,863,206.01 1,863,206.01 Special fund for ultra-thin production line 600,000.00 31,250.00 Subsidy for stabilizing employment from the Social Security Bureau 70,018.76 70,018.76 Special fund for innovative provincial construction of Anhui province of 2016 1,050,000.00 Special municipal supporting funds for major provincial technology projects of 2016 2,000,000.00 Technology projects construction funds 8,769,953.23 8,769,953.23 Total 19,290,781.82 11,263,144.90 |
Decrease for the period 11,263,144.90 11,263,144.90 Other changes |
31 May 2017 Reasons of formation 8,027,636.92 8,027,636.92 31 May 2017 Related to assets/income 2,126,250.00 Related to assets 2,282,636.92 Related to assets Related to income 568,750.00 Related to assets Related to income 1,050,000.00 Related to income 2,000,000.00 Related to income Related to income 8,027,636.92 |
Reasons of formation |
|---|---|---|---|
– 66 –
(XXVII) Operating income and operating cost
| Item I. Principal operations Glasses II. Other operations Raw material, utility, and technological services, etc. Total |
January to May of 2017 Income Cost 543,162,730.93 422,998,311.18 543,162,730.93 422,998,311.18 21,462,041.65 19,363,993.98 21,462,041.65 19,363,993.98 564,679,132.94 442,362,305.16 |
2016 Income Cost 1,127,693,415.85 910,437,783.96 1,127,693,415.85 910,437,783.96 39,971,293.89 33,234,645.96 39,971,293.89 33,234,645.96 1,167,664,709.74 943,672,429.92 |
2016 Income Cost 1,127,693,415.85 910,437,783.96 1,127,693,415.85 910,437,783.96 39,971,293.89 33,234,645.96 39,971,293.89 33,234,645.96 1,167,664,709.74 943,672,429.92 |
|---|---|---|---|
| 943,672,429.92 |
(XXVIII) Tax and surcharges
| Item January to May of 2017 Business tax Property tax 2,654,422.67 Land-use tax 4,066,953.63 City maintenance tax 163,621.42 Education surcharges 70,129.57 Others 543,756.30 Total 7,498,883.59 |
2016 5,741.68 3,361,344.70 6,029,812.87 1,828,424.52 237,057.06 442,541.60 |
|---|---|
| 11,904,922.43 |
– 67 –
(XXIX) Selling expenses
| Item January to May of 2017 Staff’s remuneration 3,091,897.08 Depreciation expenses 92,845.70 Transportation costs 19,200,742.13 Handling charges 222,761.80 Material consumption 115,078.88 Other selling expenses 826,249.41 Total 23,549,575.00 (XXX) Administrative expenses Item January to May of 2017 Staff’s remuneration 18,602,947.91 Depreciation of fixed assets 5,054,723.28 Amortization of intangible assets 3,220,216.95 Intermediary engagement fees 2,783,150.31 Research and development fees 23,044,357.79 Taxes 500.00 Transportation fees 546,648.83 Business travelling fees 1,262,085.29 Repair fees 945,320.34 Utility 676,119.53 Property management fees 706,433.15 Low-value consumables 343,052.60 Other expenses 3,575,595.73 Total 60,761,151.71 |
2016 6,987,769.25 278,399.29 26,859,610.45 624,331.64 397,595.15 1,836,942.16 |
|---|---|
| 36,984,647.94 | |
| 2016 55,948,912.35 7,209,853.67 6,427,460.86 9,145,329.32 24,595,765.11 5,833,468.74 1,667,104.30 2,351,773.84 1,286,172.14 1,283,291.46 2,003,325.12 6,758,245.03 14,312,345.89 |
|
| 138,823,047.83 |
Note: Pursuant to the “Regulations for the Accounting Treatment of VAT” (Cai Kuai [2016] No. 22) (“增值稅會計處理規定”(財會[2016]22號)), the relevant taxes such as property tax, land use tax, vehicle use tax and stamp duty used for calculation of administrative expenses occurred subsequent to 1 May 2016 were adjusted to be presented as items under the “tax and surcharges”.
– 68 –
(XXXI) Financial expenses
| Item January to May of 2017 Interest expense 27,296,022.93 Less: Interest income 589,513.06 Exchange loss 63,411.14 Less:Exchange gain Bank charges (interest paid on discounting of bills) 1,186,697.87 Other expenses 1,444,529.56 Total 29,401,148.44 (XXXII) Asset impairment losses Item January to May of 2017 Loss on bad debts 1,251,761.24 Loss on inventory depreciation -698,146.41 Impairment losses on fixed assets Total 553,614.83 (XXXIII) Other income Item January to May of 2017 Subsidies for solar power generation 2,310,699.53 Total 2,310,699.53 |
2016 42,522,305.70 8,558,290.78 148,153.54 34,209.89 4,022,638.91 3,190,780.58 |
|---|---|
| 41,291,378.06 | |
| 2016 -1,953,197.39 22,197,414.53 2,472,284.58 |
|
| 22,716,501.72 | |
| 2016 | |
– 69 –
(XXXIV) Non-operating income
1. Breakdown of non-operating income
| Item Total gain on disposal of non-current assets Including: Gain on disposal of fixed assets Gain from disposal of intangible assets Government grants Gain from debt restructuring Other gains Total |
January to May of 2017 Amount Amount recognized as non-recurring gain or loss of the current period 22,266.73 22,266.73 22,266.73 22,266.73 11,811,944.90 11,811,944.90 1,615,899.47 1,615,899.47 110,876.00 110,876.00 13,560,987.10 13,560,987.10 |
2016 Amount Amount recognized as non-recurring gain or loss of the current period 282,222.82 282,222.82 27,348.92 27,348.92 254,873.90 254,873.90 104,840,076.91 104,840,076.91 3,130,969.27 3,130,969.27 41,991.83 41,991.83 108,295,260.83 108,295,260.83 |
2016 Amount Amount recognized as non-recurring gain or loss of the current period 282,222.82 282,222.82 27,348.92 27,348.92 254,873.90 254,873.90 104,840,076.91 104,840,076.91 3,130,969.27 3,130,969.27 41,991.83 41,991.83 108,295,260.83 108,295,260.83 |
|---|---|---|---|
| 108,295,260.83 |
2. Government grants recognized as gain or loss of the current period
Item
Supporting fund for the management committee of industrial cluster zone in Puyang county Special subsidy for new materials granted by the Bureau of Finance of Longzihu District of Bengbu Subsidy granted by Treasury Payment Center of Yanshi (incentive funds for supporting enterprise development) Fund for supporting enterprises granted by the Bureau of Finance of Longzihu District of Bengbu
January to May Related to assets/ of 2017 2016 income 66,474,750.00 Related to income 17,000,000.00 Related to income 10,322,700.00 Related to income 2,500,000.00 Related to income
– 70 –
| Item Subsidy for supporting enterprises and stabilizing employment granted by Social Security Funds Collecting Center of Bengbu Funds for construction of technology projects in Comprehensive Experimental Zone for Independent Innovation of Bengbu Fiscal subsidy for ultra-thin and ultra-white glass production line Subsidy for stabilizing enterprise employment allocated by Social Security Center of Luoyang Special subsidy for “application technology R&D” Special fund for ultra-thin glass production line Land-use subsidy for ultra-thin and ultra- white glass production line project Hefei R&D project subsidies Incentive payments for energy saving and consumption reduction Incentive payments for being recognized as a “National High – tech Enterprise” Others Total |
January to May of 2017 124,018.76 8,769,953.23 506,250.00 1,863,206.01 31,250.00 22,466.90 50,000.00 200,000.00 244,800.00 11,811,944.90 |
2016 Related to assets/ income 2,482,648.98 Related to income 1,230,046.77 Related to income 1,215,000.00 Related to assets 540,880.00 Related to income 280,131.60 Related to income 75,000.00 Related to assets 53,920.56 Related to assets 2,254,000.00 Related to income Related to income Related to income 410,999.00 Related to income 104,840,076.91 |
|---|---|---|
– 71 –
(XXXV) Non-operating expenses
| Item Total loss on disposal of non-current assets Including: Loss on disposal of fixed assets Indemnities, liquidated damages and penalties Other expenses Total |
January to May of 2017 Amount Amount recognized as non-recurring gain or loss of the current period 226,243.61 226,243.61 10,000.00 10,000.00 236,243.61 236,243.61 |
2016 Amount Amount recognized as non-recurring gain or loss of the current period 15,875.60 15,875.60 15,875.60 15,875.60 4,431,441.73 4,431,441.73 12,577.65 12,577.65 4,459,894.98 4,459,894.98 |
2016 Amount Amount recognized as non-recurring gain or loss of the current period 15,875.60 15,875.60 15,875.60 15,875.60 4,431,441.73 4,431,441.73 12,577.65 12,577.65 4,459,894.98 4,459,894.98 |
|---|---|---|---|
| 4,459,894.98 |
(XXXVI) Income tax expenses
1. Breakdown of income tax expense
| Item January to May of 2017 Current income tax expenses under applicable tax laws and regulations 5,410,976.01 Deferred income tax expenses 1,844,377.21 Total 7,255,353.22 |
2016 17,102,003.10 -811,980.43 |
|---|---|
| 16,290,022.67 |
– 72 –
(XXXVII) Assets under restricted ownership or use right
Book value at Reasons for Item 31 May 2017 restriction Security deposits Monetary funds 39,689,095.38 for bills Bills receivable 30,360,796.18 Pledge Fixed assets 378,298,043.67 Mortgage loan Intangible assets 48,471,445.67 Mortgage loan Total 496,819,380.90 –
VIII. EQUITY INTERESTS IN OTHER ENTITIES
(I) Interests in subsidiaries
1. Companies now comprising the Group
| Place of | ||||||
|---|---|---|---|---|---|---|
| Place of | principal | Nature of | Methods of | |||
| Name of subsidiaries | Registration | business | business | Shareholding | percentage(%) | Acquisition |
| Direct | Indirect | |||||
| CLFG Longmen Glass Company | Yanshi City | Yanshi City | Production | 100 | Investment | |
| Limited*(洛玻集團龍門玻璃有限 | and sale | |||||
| 責任公司) | ||||||
| CLFG Longhai Electronic Glass Co., Ltd.* | Yanshi City | Yanshi City | Production | 100 | Investment | |
| (洛玻集團洛陽龍海電子玻璃有限公司) | and sale | |||||
| CNBMG (Puyang) Photoelectric Material | Puyang City | Puyang City | Production | 100 | Investment | |
| Co., Ltd.* (formerly known as Luoyang | and sale | |||||
| Luobo Furuida Commerce Co., Ltd*) (中 | ||||||
| 建材(濮陽)光電材料有限公司) | ||||||
| Bengbu CNBM Information Display | Bengbu City | Bengbu City | Production | 100 | Business | |
| Material Co., Ltd.*(蚌埠中建材信息顯示 | and sale | combination under | ||||
| 材料有限公司) | common control |
– 73 –
| Place of | ||||||
|---|---|---|---|---|---|---|
| Place of | principal | Nature of | Methods of | |||
| Name of subsidiaries | Registration | business | business | Shareholding | percentage(%) | Acquisition |
| Direct | Indirect | |||||
| CNBM (Hefei) New Energy Company | Hefei City | Hefei City | Production | 100 | Business | |
| Limited* | and sale | combination under | ||||
| common control | ||||||
| CNBM (Tongcheng) New Energy Materials | Tongcheng | Tongcheng | Production | 100 | Business | |
| Company Limited* | City | City | and sale | combination under | ||
| common control | ||||||
| CNBM (Yixing) New Energy Company | Yixing City | Yixing City | Production | 70.99 | Business | |
| Limited* | and sale | combination under | ||||
| common control |
IX. RELATED PARTY AND RELATED PARTY TRANSACTIONS
(I) Parent company of the Company
| Equity | Voting | ||||
|---|---|---|---|---|---|
| Name of Parent | Place of | Nature of | Registered | interest in | shares in the |
| Company | registration | business | capital | the Company | Company |
| (%) | (%) | ||||
| China Luoyang Float | Luoyang, | Production of | |||
| Glass (Group) | China | glass, related raw | |||
| Company Limited* | materials and | ||||
| complete sets of | |||||
| equipment | 1,286,740,000.00 | 19.94 | 19.94 |
The ultimate controller of the Company is China National Building Material Group Co., Ltd.*.
– 74 –
(II) Subsidiaries
For details, please refer to “VIII. Equity Interests in Other Entities”.
(III) Other related parties
Name of other related parties
Relationship with the Company
Triumph Technology Group Company*
Controlled shareholder of the parent company Wholly-owned subsidiary of the parent company Controlled subsidiary of the parent company Controlled subsidiary of the parent company Wholly-owned subsidiary of the parent company
CLFG (Beijing) International Engineering Co., Ltd*
CLFG Luoyang Jingrun Coating Glass Co., Ltd(洛陽晶潤鍍膜玻璃有限公司) Luoyang New Jingrun Engineering Glass Co., Ltd.(洛陽新晶潤工程玻璃有限公司) CLFG Luoyang Glass Engineering Design and Research Co., Ltd.* (洛玻集團洛陽 玻璃工程設計研究有限公司)
CLFG Warehousing & Logistics Company Limited (洛陽洛玻物流有限公司) Luoyang Luobo Glass Fibre Co., Ltd. (洛陽玻纖玻璃纖維有限公司) China Triumph International Engineering Co., Ltd.*
Wholly-owned subsidiary of the parent company Controlled subsidiary of the parent company Subsidiary of the de facto controller Subsidiary of the de facto controller Subsidiary of the de facto controller Subsidiary of the de facto controller Subsidiary of the de facto controller Subsidiary of the de facto controller Subsidiary of the de facto controller
Anhui Bengbu Huayi Conductive Film Glass Co., Ltd.* (安徽省蚌埠華益導 電膜玻璃有限公司)
Henan Zhonglian Glass Co., Ltd. (河南省 Subsidiary of the de facto 中聯玻璃有限責任公司) controller Bengbu Design & Research Institute for Subsidiary of the de facto Glass Industry controller Triumph Science & Technology Co., Ltd. Subsidiary of the de facto (凱盛科技股份有限公司) controller CTIEC Shenzhen Scieno-tech Engineering Subsidiary of the de facto Company Limited (深圳市凱盛科技 controller 工程有限公司) Triumph Bengbu Engineering and Technology Subsidiary of the de facto Company Limited (蚌埠凱盛工程技術 controller 有限公司) Jiangsu CTIEC Environmental Protection Subsidiary of the de facto Research Institute Co., Ltd. (江蘇中建材 controller 環保研究院有限公司) Triumph Bengbu Engineering and Technology Subsidiary of the de facto Company Limited controller Sino-Italian CTIEC (Bengbu) Glass Cold-End Machinery
– 75 –
Name of other related parties
Relationship with the Company
Company Limited (中意凱盛(蚌埠)玻璃冷 端機械有限公司) Anhui Huaguang Photoelectric Materials Technology Group Co., Ltd. Bengbu Chemical Engineering Machinery Making Co., Ltd.* (蚌埠化工機械製造 有限公司)
CNBM (Bengbu) Photovoltaic Materials Company Limited* (中建材(蚌埠) 光電材料有限公司)
Dengfeng Hongzhai Silicon Co., Ltd.* (登封紅寨硅砂有限公司)
CNBM Triumph Robotics (Shanghai) Co., Ltd.* (中建材凱盛機器人(上海) 有限公司)
Anhui Tianzhu Green Energy Technology Co., Ltd.* (安徽天柱綠色能源科技 有限公司)
CNBM (Zhenjiang) Photovoltaic Application Technology Research Institute Company Limited* (中建材(鎮江)光電應用 技術研究院有限公司)
Jetion Solar (China) Co., Ltd.* (中建材浚 鑫科技有限公司)
Shanghai CTIEC Luculent Information Technology Co., Ltd.* (上海凱盛朗坤 信息技術股份有限公司)
Light Industry Automation Institute* (輕工業自動化研究所)
Sinoma Science & Technology Co., Ltd. (中材科技股份有限公司)
AVIC Sanxin Solar Photoelectric Glass Co., Ltd.* (中航三鑫太陽能光電玻璃 有限公司)
Wonderful Sky Financial Group Limited
Subsidiary of the de facto controller
Subsidiary of the de facto controller Subsidiary of the de facto controller
Subsidiary of the de facto controller
Controlled subsidiary of the parent company Subsidiary of the de facto controller
Subsidiary of the de facto controller
Subsidiary of the de facto controller
Subsidiary of the de facto controller Subsidiary of the de facto controller
Subsidiary of the de facto controller Subsidiary of the de facto controller others
others
– 76 –
(IV) Related party transactions
1. Purchase and sales of goods and provision and receiving of services
| Name of related party | Content of related | January to | 2016 |
|---|---|---|---|
| party transaction | May of 2017 | ||
| Purchasing of goods/receiving | |||
| of services: | |||
| Anhui Tianzhu Green Energy | Procurement of | 3,247,863.24 | 4,710,256.39 |
| Technology Co., Ltd.* | Equipment | ||
| Bengbu Design & Research | Raw material, | 327,889.74 | 1,460,358.39 |
| Institute for Glass Industry | electricity, | ||
| maintenance | |||
| Bengbu Design & Research | Technical service | 349,056.60 | 292,452.83 |
| Institute for Glass Industry | |||
| Bengbu Design & Research | Capital utilization fee | 3,941,834.23 | |
| Institute for Glass Industry | |||
| Bengbu Design & Research | Service fee | 480,000.00 | 1,580,009.43 |
| Institute for Glass Industry | |||
| Bengbu Design & Research | Purchase of Patents | 94,339.62 | |
| Institute for Glass Industry | |||
| Bengbu Chemical Engineering | Raw material, | 3,029,909.64 | 5,436,619.89 |
| Machinery Making Co., Ltd.* | maintenance | ||
| Triumph Bengbu Engineering | Raw material and | 152,564.10 | 131,940.17 |
| and Technology Company | labor service | ||
| Limited* | |||
| Dengfeng Hongzhai Silicon Co., | Raw material | 814,687.63 | 2,992,250.98 |
| Ltd.* | |||
| Wonderful Sky Financial Group | Bulletin fees | 1,062,620.00 | 2,404,865.49 |
| Limited | |||
| Triumph Technology Group | Capital utilization fee | 1,791,435.34 | 700,627.99 |
| Company* | |||
| Triumph Technology Group | Procurement of | 39,736,957.14 | 88,473,037.99 |
| Company* | raw material | ||
| Triumph Quartz Materials (Huang | Procurement of |
1,429,923.77 | 544,415.40 |
| Shan) Co., Ltd.* (凱盛石英材 | raw material | ||
| 料(黃山)有限公司) | |||
| Light Industry Automation | Procurement of | 420,588.83 | |
| Institute* (輕工業自動化研究 | spare parts and | ||
| 所) | components | ||
| Shanghai CTIEC Luculent | Technical services | 828,205.17 | |
| Information Technology | |||
| Co., Ltd.* |
– 77 –
| Name of related party | Content of related | January to | 2016 |
|---|---|---|---|
| party transaction | May of 2017 | ||
| CTIEC Shenzhen Scieno-tech | Procurement of raw | 23,247.86 | |
| Engineering Company | material | ||
| Limited* | |||
| CTIEC Shenzhen Scieno-tech | Raw material, | 15,384.62 | 71,466.67 |
| Engineering Company Limited. | equipment |
||
| Bengbu Branch* | |||
| Yinan Huasheng Mineral | Raw material | 82,096.24 | |
| Products Industry Co., Ltd.* | |||
| (沂南華盛礦產實業有限公司) | |||
| China Triumph International | Procurement of | 17,094,017.09 | |
| Engineering Co., Ltd. | equipment | ||
| Bengbu Branch* | |||
| China Triumph International | Procurement of goods | 8,275,126.76 | 25,038,360.60 |
| Engineering Co., Ltd. | |||
| Hainan Branch* | |||
| China Triumph International | Procurement of | 6,183,658.11 | 13,117,569.20 |
| Engineering Co., Ltd. | equipment | ||
| Jiangsu Branch* | |||
| China Luoyang Float Glass | Capital utilization fee | 3,556,067.66 | 7,119,644.41 |
| (Group) Company Limited* | |||
| CNBM (Bengbu) Photovoltaic | Capital utilization fee | 746,569.45 | 440,437.50 |
| Materials Company Limited* | |||
| CNBM (Zhenjiang) Photovoltaic | Commissioned | 2,075,471.64 | |
| Application Technology | development fee | ||
| Research Institute | |||
| Company Limited* | |||
| Jetion Solar (China) Co., Ltd.* | Procurement of raw | 9,689.08 | |
| material | |||
| CNBM Triumph Robotics | Procurement of | 1,290,256.41 | 1,997,435.92 |
| (Shanghai) Co., Ltd.* | Equipment | ||
| Sino-Italian CTIEC (Bengbu) | Spare parts and | 15,760.69 | 68,675.21 |
| Glass Cold-End Machinery | components/ | ||
| Company Limited* | Equipment | ||
| Sales of goods/provision of | |||
| services: | |||
| Anhui Bengbu Huayi Conductive | Sales of products | 3,085,024.35 | 85,980,878.54 |
| Film Glass Co., Ltd.* |
– 78 –
| Name | of related party | Content of | related | January to | 2016 | ||||
|---|---|---|---|---|---|---|---|---|---|
| party transaction | May of 2017 | ||||||||
| Anhui | Tianzhu Green Energy | Sales of photovoltaic | 2,329,861.51 | 54,177.78 | |||||
| Technology Co., Ltd.* | modules | ||||||||
| Bengbu Design & Research | Provision of service | 1,886,792.46 | |||||||
| Institute for Glass Industry | |||||||||
| Triumph Science & Technology | Sales of product | 396,555.10 | 1,469,883.78 | ||||||
| Co., Ltd* | |||||||||
| Triumph Technology Group | Capital utilization fee | 5,005,800.80 | |||||||
| Company* | |||||||||
| CLFG | Longhao Glass Co., Ltd.* | Technical services | 1,679,245.29 | ||||||
| CLFG | Longhao Glass Co., Ltd.* | Sales of raw material | 8,107,000.00 | ||||||
| China | Triumph International | Sales of products | 5,209,638.68 | ||||||
| Engineering Co., Ltd.* | |||||||||
| China | Luoyang Float Glass | Tenant and | utilities | 79,172.65 | 164,549.58 | ||||
| (Group) Company Limited* | |||||||||
| AVIC | Sanxin Solar Photoelectric | Sales of products |
9,345,898.30 | 1,381,103.60 | |||||
| Glass Co., Ltd.* | |||||||||
| CNBM (Bengbu) Photovoltaic | Technical services | 471,698.10 | 377,358.48 | ||||||
| Materials Company Limited* | |||||||||
| Jetion | Solar (China) Co., Ltd.* | Sales of products | 12,492,296.38 42,692,437.86 | ||||||
| 2. | Related party guarantees | ||||||||
| Guarantee | Start date of | End date of | Guarantee | ||||||
| Guarantor | Guaranteed party | amount | guarantee | guarantee | fulfilled or not | ||||
| China National Building | Luoyang Glass Company | 106,860,000.00 | 25 January 2017 | 25 January 2018 | No | ||||
| Material Group Co., | Ltd. | Limited* | |||||||
| China National Building | Luoyang Glass Company | 57,600,000.00 | 26 January 2017 | 26 January 2018 | No | ||||
| Material Group Co., | Ltd. | Limited* | |||||||
| China National Building | Luoyang Glass Company | 71,424,000.00 | 10 February 2017 9 February 2018 | No | |||||
| Material Group Co., | Ltd. | Limited* | |||||||
| China National Building | Luoyang Glass Company | 92,721,000.00 | 16 January 2017 | 5 January 2018 | No | ||||
| Material Group Co., | Ltd. | Limited* | |||||||
| China National Building | Luoyang Glass Company | 28,758,400.00 | 6 June 2016 | 6 June 2017 | No | ||||
| Material Group Co., | Ltd. | Limited* | |||||||
| China National Building | Luoyang Glass Company | 9,014,600.00 | 30 October 2016 | 30 October 2017 | No | ||||
| Material Group Co., | Ltd. | Limited* | |||||||
| China National Building | Luoyang Glass Company | 50,000,000.00 | 13 June 2016 | 13 June 2017 | No | ||||
| Material Group Co., | Ltd. | Limited* |
– 79 –
| Guarantee | Start date of | End date of | Guarantee | ||
|---|---|---|---|---|---|
| Guarantor | Guaranteed party | amount | guarantee | guarantee | fulfilled or not |
| China Luoyang Float Glass | CLFG Longhai Electronic | 50,000,000.00 | 19 June 2015 | 18 June 2018 | No |
| (Group) Company Limited, | Glass Limited* | ||||
| Triumph Technology | |||||
| Group Company* | |||||
| China Luoyang Float Glass | CLFG Longhai Electronic | 63,636,363.00 | 23 June 2015 | 22 June 2018 | No |
| (Group) Company Limited, | Glass Limited* | ||||
| Triumph Technology | |||||
| Group Company* | |||||
| Triumph Technology | Bengbu China National | 100,000,000.00 | 8 December 2016 | 8 December 2019 | No |
| Group Company* | Building Materials | ||||
| Information Display Material | |||||
| Co., Ltd.* | |||||
| Triumph Technology | Bengbu China National | 100,000,000.00 | 12 April 2017 | 12 April 2022 | No |
| Group Company* | Building Materials | ||||
| Information Display Material | |||||
| Co., Ltd.* | |||||
| Triumph Technology | CNBM (Hefei) New Energy | 20,000,000.00 | 2 June 2017 | 1 June 2019 | No |
| Group Company* | Company Limited* | ||||
| Triumph Technology | CNBM (Hefei) New Energy | 30,000,000.00 | 4 February 2018 | 3 February 2020 | No |
| Group Company* | Company Limited* | ||||
| Triumph Technology | CNBM (Hefei) New Energy | 45,500,000.00 | 7 February 2018 | 6 February 2020 | No |
| Group Company* | Company Limited* | ||||
| Triumph Technology | CNBM (Hefei) New Energy | 30,000,000.00 | 9 March 2018 | 8 March 2020 | No |
| Group Company* | Company Limited* | ||||
| Triumph Technology | CNBM (Hefei) New Energy | 15,000,000.00 | 24 May 2018 | 23 May 2020 | No |
| Group Company* | Company Limited* | ||||
| Triumph Technology | CNBM (Yixing) New Energy | 30,000,000.00 | 12 April 2017 | 30 June 2022 | No |
| Group Company* | Company Limited* | ||||
| Triumph Technology | CNBM (Yixing) New Energy | 75,000,000.00 | 27 March 2017 | 26 March 2018 | No |
| Group Company* | Company Limited* | ||||
| Triumph Technology | CNBM (Yixing) New Energy | 50,000,000.00 | 28 March 2017 | 27 March 2018 | No |
| Group Company* | Company Limited* | ||||
| Triumph Technology | CNBM (Yixing) New Energy | 50,000,000.00 | 26 December | 26 December 2018 | No |
| Group Company* | Company Limited* | 2016 |
– 80 –
(V) Accounts receivable from and payable to related parties
1. Items of receivables
| Item | Name of related party | 31 May | 2017 | 31 December | 2016 |
|---|---|---|---|---|---|
| Book | Bad debt | Book | Bad debt | ||
| balance | provision | balance | provision | ||
| Bills receivable | AVIC Sanxin Solar Photoelectric | 6,500,000.00 | |||
| Glass Co., Ltd.* | |||||
| Bills receivable | Jetion Solar (China) Co., Ltd.* | 4,000,000.00 | |||
| Accounts receivable | Anhui Huaguang Photoelectric | 289,079.90 | |||
| Materials Technology Group | |||||
| Co., Ltd.* | |||||
| Accounts receivable | Anhui Bengbu Huayi Conductive | 24,546,298.49 | 28,621,134.25 | ||
| Film Glass Co., Ltd.* | |||||
| Accounts receivable | Anhui Tianzhu Green Energy | 717,356.40 | |||
| Technology Co., Ltd.* | |||||
| Accounts receivable | Triumph Science & Technology | 463,969.47 | 22,038.01 | ||
| Co., Ltd.* | |||||
| Accounts receivable | Luoyang New Jingrun Engineering | 1,349,753.33 | |||
| Glass Co., Ltd.* | |||||
| Accounts receivable | China Triumph International | 46.64 | 46.64 | ||
| Engineering Co., Ltd.* | |||||
| Accounts receivable | AVIC Sanxin Solar Photoelectric | 5,434,701.01 | |||
| Glass Co., Ltd.* | |||||
| Accounts receivable | Jetion Solar (China) Co., Ltd.* | 43,119,117.03 | 36,514,466.49 | ||
| Prepayments | Triumph Bengbu Engineering and | 44,000.00 | 13,500.00 | ||
| Technology Company Limited* | |||||
| Prepayments | Light Industry Automation Institute* | 205,000.00 | |||
| Prepayments | Triumph Technology Group | 1,093,959.02 | 279,436.97 | ||
| Company* | |||||
| Prepayments | CNBM Triumph Robotics | 3,022.23 | 5,600.00 | ||
| (Shanghai) Co., Ltd.* | |||||
| Prepayments | Sinoma Science & Technology | 42,888.00 | |||
| Co., Ltd. | |||||
| Prepayments | Sino-Italian CTIEC (Bengbu) | 3,247.43 | |||
| Glass Cold-End Machinery | |||||
| Company Limited* | |||||
| Other receivables | Bengbu Design & Research Institute | 76,988.98 | |||
| for Glass Industry | |||||
| Other receivables | CLFG (Beijing) International | 22,796.95 | 82,796.95 | ||
| Engineering Co., Ltd.* | |||||
| Other receivables | Luoyang Luobo Glass Fibre | 150,738.92 | 150,738.92 | ||
| Co., Ltd.* | |||||
| Other receivables | China Triumph International | 1,650,000.00 | 1,650,000.00 | ||
| Engineering Co., Ltd.* | |||||
| Other receivables | China Luoyang Float Glass (Group) | 288,005.60 | 23,982,714.48 | ||
| Company Limited* | |||||
| Other non-current | Anhui Tianzhu Green Energy | 1,303,700.00 | 5,103,700.00 | ||
| assets | Technology Co., Ltd.* | ||||
| Other non-current | Triumph Bengbu Engineering and | 36,000.00 | |||
| assets | Technology Company Limited* |
– 81 –
2. Items of payables
| 31 May | 31 December | ||
|---|---|---|---|
| Item | Name of related party | 2017 | 2016 |
| Bills payable | Triumph Quartz Materials (Huang | 231,196.00 | |
| Shan) Co., Ltd.* | |||
| Bills payable | Light Industry Automation Institute* | 205,000.00 | 205,000.00 |
| Bills payable | China Triumph International | 50,000,000.00 | 50,000,000.00 |
| Engineering Co., Ltd. Bengbu | |||
| Branch* | |||
| Bills payable | China Triumph International | 17,819,504.79 | |
| Engineering Co., Ltd. Jiangsu | |||
| Branch* | |||
| Accounts payable | Anhui Tianzhu Green Energy | 5,550.00 | |
| Technology Co., Ltd.* | |||
| Accounts payable | Bengbu Design & Research Institute | 989,893.08 | 963,003.08 |
| for Glass Industry | |||
| Accounts payable | Bengbu Chemical Engineering | 2,683,568.14 | 2,061,966.37 |
| Machinery Making Co., Ltd.* | |||
| Accounts payable | Triumph Bengbu Engineering and | 64,636.90 | 125,036.90 |
| Technology Company Limited* | |||
| Accounts payable | Dengfeng Hongzhai Silicon Co., Ltd.* | 472,417.48 | 517,453.69 |
| Accounts payable | Jiangsu CTIEC Environmental | 1,182,499.11 | 3,544,508.91 |
| Protection Research Institute | |||
| Co., Ltd.* | |||
| Accounts payable | Triumph Technology Group Company* | 2,382,477.67 | 14,326,296.59 |
| Accounts payable | Triumph Quartz Materials | 1,297,626.03 | |
| (Huang Shan) Co., Ltd.* | |||
| Accounts payable | Light Industry Automation Institute* | 227,516.33 | |
| Accounts payable | CTIEC Shenzhen Scieno-tech | 3,406.84 | |
| Engineering Company Limited. | |||
| Bengbu Branch* | |||
| Accounts payable | Yinan Huasheng Mineral Products | 2,714.60 | |
| Industry Co., Ltd.* | |||
| Accounts payable | China Triumph International | 273,423,781.04 | 282,519,058.29 |
| Engineering Co., Ltd.* | |||
| Accounts payable | China Triumph International | 56,598,406.71 | 38,961,654.50 |
| Engineering Co., Ltd. Bengbu | |||
| Branch* | |||
| Accounts payable | China Triumph International | 14,965,177.42 | 11,203,545.18 |
| Engineering Co., Ltd. Hainan | |||
| Branch* |
– 82 –
| 31 May | 31 December | ||
|---|---|---|---|
| Item | Name of related party | 2017 | 2016 |
| Accounts payable | China Triumph International | 3,695,594.22 | 13,347,556.00 |
| Engineering Co., Ltd. Jiangsu | |||
| Branch* | |||
| Accounts payable | Jetion Solar (China) Co., Ltd.* | 11,336.22 | |
| Accounts payable | CNBM Triumph Robotics (Shanghai) | 1,628,051.28 | 796,000.00 |
| Co., Ltd.* | |||
| Accounts payable | Sino-Italian CTIEC (Bengbu) Glass | 85,400.00 | 135,400.00 |
| Cold-End Machinery Company | |||
| Limited* | |||
| Payments received | Anhui Bengbu Huayi Conductive Film | 746,721.84 | 5,496,513.80 |
| in advance | Glass Co., Ltd.* | ||
| Payments received | Bengbu China National Building | 1,300,000.00 | 1,800,000.00 |
| in advance | Materials Photovoltaic Materials | ||
| Company Limited* | |||
| Payments received | Sino-Italian CTIEC (Bengbu) Glass | 6,552.00 | 6,552.00 |
| in advance | Cold-End Machinery Company | ||
| Limited* | |||
| Other payables | Bengbu Design & Research Institute | 7,073,715.35 | 1,574,125.80 |
| for Glass Industry | |||
| Other payables | Bengbu Chemical Engineering | 3,500.00 | 3,500.00 |
| Machinery Making Co., Ltd.* | |||
| Other payables | Triumph Bengbu Engineering and | 11,840.00 | |
| Technology Company Limited* | |||
| Other payables | Wonderful Sky Financial Group | 3,021,234.05 | 2,659,797.02 |
| Limited | |||
| Other payables | Triumph Technology Group Company* | 154,007,063.33 | 29,611,416.67 |
| Other payables | Triumph Quartz Materials (Huang | 5,000.00 | 5,000.00 |
| Shan) Co., Ltd.* | |||
| Other payables | Light Industry Automation Institute* | 3,000.00 | 3,000.00 |
| Other payables | China Triumph International | 140,000.00 | 140,000.00 |
| Engineering Co., Ltd. Bengbu | |||
| Branch* | |||
| Other payables | China Luoyang Float Glass (Group) | 187,270,618.96 | 169,994,823.96 |
| Company Limited* | |||
| Other payables | Sino-Italian CTIEC (Bengbu) Glass | 1,600.00 | 1,600.00 |
| Cold-End Machinery Company | |||
| Limited* | |||
| Other payables | Bengbu China National Building | 55,746,569.45 | |
| Materials Photovoltaic Materials | |||
| Company Limited* |
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X. COMMITMENTS AND CONTINGENCIES
(I) Capital commitments
As at 31 May 2017, the Group did not need to disclose significant capital commitments.
(II) Contingencies
None
XI. EVENTS AFTER THE BALANCE SHEET DATE
None
XII. SUPPLEMENTARY INFORMATION
(I) Breakdown of non-recurring profit and loss for the current period
| Item 1. Profit/loss on disposal of non-current assets, including write-off of provision for asset impairment 2. Government subsidies (except for the grants which are closely related to the Company’s business and have the standard amount and quantities in accordance with the national standard) attributable to profits and losses for the period 3. Profit/loss from debt restructuring 4. Costs of corporate reorganization, i.e. expenses for staff settlement, integration costs, etc. 5. Other non-operating income and expenses other than the aforesaid items 6. Effect of income tax Total |
January to May of 2017 22,266.73 11,811,944.90 1,615,899.47 -125,367.61 -1,433,107.30 11,891,636.19 |
2016 266,347.22 104,840,076.91 3,130,969.27 -9,171,745.41 -4,402,027.55 -3,899,002.77 |
|---|---|---|
| 90,764,617.67 |
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(II) Return on net assets and earnings per share
| Profit for the Reporting Period Net profit attributable to holders of ordinary shares of the Company Net profit attributable to holders of ordinary shares of the Company after deducting non-recurring profit and loss |
Weighted average return on net assets (%) Basic earnings per share January to May of 2017 2016 January to May of 2017 2016 0.69 8.22 0.0141 0.1066 -0.35 -4.29 -0.0071 -0.0556 Luoyang Glass Company Limited* 7 August 2017 |
|---|---|
- For identification purposes only
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