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RoboSense Technology Co., Ltd Interim / Quarterly Report 2015

Aug 27, 2015

50628_rns_2015-08-27_7d948e8e-a929-469f-bcdf-d1dea040337f.pdf

Interim / Quarterly Report

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

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2015 INTERIM REPORT ANNOUNCEMENT

The board of directors (the “Board”) of Luoyang Glass Company Limited (the “ Company ”) announces the unaudited interim results of the Company and its subsidiaries (the “ Group* ”) for the six months ended 30 June 2015. The Board of the Company and the Audit Committee of the Board have reviewed and confirmed the unaudited interim results.

I. BASIC INFORMATION ABOUT THE COMPANY

Stock abbreviation Luoyang Glass (A Share(s)) Luoyang Glass (H Share(s))
Stock code 600876 01108
Listing Exchange the Shanghai Stock Exchange The Stock Exchange of
Hong Kong Limited
Board Secretary Securities Affairs
Representative
Name Wu Zhixin Zhao Zhiming
Correspondence Secretary Office of the Board Secretary Office of the Board
address of Luoyang Glass Company of Luoyang Glass Company
Limited, No. 9, Tang Gong Limited, No. 9, Tang Gong
Zhong Lu, Xigong District, Zhong Lu, Xigong District,
Luoyang, Henan Province, Luoyang, Henan Province,
the PRC the PRC
Telephone 86-379-63908588 63908637 86-379-63908833
Facsimile 86-379-63251984 86-379-63251984
E-mail [email protected] [email protected]

– 1 –

II. MAJOR FINANCIAL DATA AND SHAREHOLDERS’ CHANGES

2.1 Accounting Data and Financial Indicators of the Company

Unit: Yuan Currency: RMB

Increase/decrease
at the end of the
Reporting Period
As at the end of As at the end of from the end of
reporting period the previous year last year
(%)
Net assets attributable to
shareholders of the Company -64,656,645.20 49,399,018.40 -230.89
Total assets 1,190,257,751.62 1,057,067,719.83 12.60
Changing from
Corresponding corresponding
period of period of
Reporting period previous year previous year
(%)
Net cash flow from
operating activities -64,243,850.47 6,794,700.09 -1,045.50
Operating Income 307,311,207.69 265,633,853.92 15.69
Net profits attributable to
shareholders of the Company -114,083,893.59 32,267,809.50 -453.55
Net profits attributable to
shareholders of the Company
after extraordinary items -112,707,736.82 -61,870,608.82 N/A
Basic earnings per share
(RMB/share) -0.2282 0.0645 -453.80
Diluted earnings per share
(RMB/share) -0.2282 0.0645 -453.80
Weighted average return
on net assets N/A 65.27 N/A

– 2 –

0

2.2 List of Holdings of the top ten shareholders

Total number of shareholders There were 26,766 shareholders of as at the end of the the Company in total, including Reporting Period 26,717 holders of A shares and (shareholder) 49 holders of H shares

Total number of recovery of voting rights of preferential shareholders as at the end of the reporting period (shareholder)

Shareholdings of top ten shareholders

Increase/
decrease Number of shares
during the Total of Number of pledged or frozen
Name of shareholder reporting shares at the restricted Status of Nature of
(Full name) period ending period Percentage shares held shares Quantity shareholder
(%)
HKSCC (Nominees) Limited -393,900 248,254,898 49.65 0 Unknown Overseas legal
person
China Luoyang Float Glass 0 159,018,242 31.80 0 Pledged 159,018,242 State-owned
(Group) Company Limited legal person
Zhang lixin 0 2,760,000 0.55 0 Unknown Domestic
natural person
Industrial and Commercial +2,497,991 2,497,991 0.50 0 Unknown Unknown
Bank of China – Zhaoshang
Core Value-Hybrid Securities
Investment Fund
Shanghai Li Yuan Equity +1,700,645 1,700,645 0.34 0 Unknown Unknown
Investment Management
Co., Ltd.
Industrial Bank Corporation +1,250,756 1,250,756 0.25 0 Unknown Unknown
Limited- CGB, CSI and
Baidu Baifa Strategy 100
Index Investment Fund
Chen Heyu +1,072,471 1,072,471 0.21 0 Unknown Domestic
natural person
Tian Zhi Fund – Industrial +1,000,000 1,000,000 0.20 0 Unknown Unknown
Bank – Tian Zhi Kai Rong
Sheng Da 2nd Rating Assets
Management Programme
Tian Zhi Fund – China +867,001 867,001 0.17 0 Unknown Unknown
Everbright Bank – Tian Zhi
Kai Rong Sheng Da 1st
Rating Assets Management
Programme +1,000,000
Postal Savings Bank of China +829,318 829,318 0.17 0 Unknown Unknown
Corporation Limited – Yi
Fang Da Reforming
Dividend-Hybrid Securities
Investment Fund

– 3 –

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

Number of
shares held
not subject
to trading
Name of shareholder moratorium Type and number of shares
Category Quantity
HKSCC (Nominees) Limited 248,254,898 Foreign capital stocks 248,254,898
listed abroad
China Luoyang Float Glass (Group) 159,018,242 RMB common stock 159,018,242
Company Limited
Zhang lixin 2,760,000 RMB common stock 2,760,000
Industrial and Commercial Bank of China 2,497,991 RMB common stock 2,497,991
– Zhaoshang Core Value-Hybrid
Securities Investment Fund
Shanghai Li Yuan Equity Investment 1,700,645 RMB common stock 1,700,645
Management Co., Ltd.
Industrial Bank Corporation Limited- CGB, 1,250,756 RMB common stock 1,250,756
CSI and Baidu Baifa Strategy 100 Index
Investment Fund
Chen Heyu 1,072,471 RMB common stock 1,072,471
Tian Zhi Fund – Industrial Bank – Tian Zhi 1,000,000 RMB common stock 1,000,000
Kai Rong Sheng Da 2nd Rating Assets
Management Programme
Tian Zhi Fund – China Everbright Bank
– Tian Zhi Kai Rong Sheng Da 1st Rating
Assets Management Programme +1,000,000 867,001 RMB common stock 867,001
Postal Savings Bank of China Corporation
Limited – Yi Fang Da Reforming
Dividend-Hybrid Securities Investment Fund 829,318 RMB common stock 829,318

Description of the connected relationship or party acting in concert among the aforesaid shareholders:

There are no connected parties or persons acting in concert as defined by Regulations for Disclosure of Changes in Shareholding of Listed Companies among the top ten shareholders of the Company, including China Luoyang Float Glass (Group) Company Limited and other shareholders of circulating shares. The Company is not aware of any parties acting in concert or any connected relationship among other shareholders of circulating shares.

– 4 –

Note:

  1. HKSCC Nominees Limited held shares on behalf of its clients and the Company has not been notified by HKSCC Nominees Limited that there was any single holder of H shares who held 10% or above of the Company’s total share capital.

  2. Save as disclosed above, as at 30 June 2015, there were no other persons who have any interests or short position in the shares or underlying shares in the equity derivatives of the Company as recorded in the register of interest kept under section 336 of the Securities and Futures Ordinance of Hong Kong.

  3. On 31 December 2014, China Luoyang Float Glass (Group) Company Limited entered into the Equity Transfer Agreement with Bengbu Design & Research Institute for Glass Industry. Pursuant to the agreement, CLFG intended to transfer its 6.9 million shares of the Company (accounting for 13.8% of the total share capital of the Company) to Bengbu Design & Research Institute for Glass Industry. The equity transfer was approved by the SASAC on 18 May 2015, but the formalities for the share transfer had yet to be completed.

  4. 2.3 Changes in Controlling Shareholder or De Facto Controller of the Company

During the Reporting Period, there was no change in the controlling shareholder and the de facto controller of the Company.

III. MANAGEMENT DISCUSSION AND ANALYSIS

3.1 Discussion and Analysis of Company Operations during Reporting Period

In the first half of 2015, the downturn in the glass market continues; there is prominent supply-demand contradictions, resulting in the cost of most manufacturing companies dropping away from the prices and the profit sliding downward to a large extent.

During the Reporting Period, the Company has realized an operating revenue of RMB307,311,200, for the same period of last year: RMB265,633,900, representing a year-on-year increase of 15.69%; it has realized an operating profit of RMB-115,364,900, for the same period of last year: RMB29,359,200, representing a year-on-year decrease of 492.94%; the net profit attributable to shareholders of the Company is RMB-114,083,900, for the same period of last year: RMB32,267,800, representing a year-on-year decrease of RMB146,351,700; the basic earnings per share attributable to shareholders of the Company are RMB-0.2282.

– 5 –

3.2 Analysis of principal operating activities

3.2.1 Analysis of changes of relevant accounts in financial statements

Unit: Yuan Currency: RMB

Amount in
corresponding
Subject In the Period period last year Rate of change
(%)
Operating Income 307,311,207.69 265,633,853.92 15.69
Operating Costs 332,403,424.62 250,301,099.35 32.80
Cost of sales 15,253,736.30 12,629,073.36 20.78
Administrative expenses 47,562,073.94 51,687,832.01 -7.98
Financial expenses 3,404,853.83 5,685,689.96 -40.12
Net cash flow from
operating activities -64,243,850.47 6,794,700.09 -1,045.50
Net cash flow from
investment activities -19,349,901.17 36,718,940.00 -152.70
Net cash flow from
financing activities 63,428,938.03 -23,799,531.17 N/A
R&D expenses 3,754,353.30 7,132,893.57 -47.37

Reasons for the changes:

  • (1) Operating revenue for the period increased by 15.69% year-on-year, mainly due to the increase in sales volume as a result of the increase in production capacity in the reporting period;

  • (2) Operating costs for the period increased by 32.80% year-on-year, mainly due to the increase in sales volume as a result of the increase in production capacity in the reporting period;

  • (3) Selling expenses for the period increased by 20.78% year-on-year, mainly due to the growth in port charges of the subsidiaries as the method of sales and settlement of silica sand has been changed in the reporting period;

  • (4) Administrative expenses for the period decreased by 7.98% year-onyear, mainly due to the decrease in technology development input for the period;

  • (5) Financial expenses for the period decreased by 40.12% year-onyear, mainly due to the decrease in interests of discounted charges year-on-year in the reporting period;

– 6 –

  • (6) Net cash outflow from operating activities increased by RMB71,038,600 year-on-year, mainly due to the increase in the cash payment of raw material purchase in the reporting period;

  • (7) Net cash outflow from investment activities increased by RMB56,068,800 year-on-year, mainly due to the increase of fixed assets expenses for development and transformation of the subsidiaries’ assembly line in the reporting period;

  • (8) Net cash inflow from financing activities increased by RMB87,228,500, mainly due to the increase in the financial aid provided by Kai Sheng Technology Group and its subsidiaries and the new collateral loans in the reporting period.

  • 3.2.2 Explanations for other substantial changes in the composition of profits or source of profits of the Company (1) Impairment loss on assets for the period showed a year-on-year increase of 328.79%, mainly due to the increased provision for depreciation of inventories with the signs of impairment;

  • (2) Investment income for the period presented a decrease of 100% on a year-on year basis, which was mainly due to the revenue from disposal of the equity interest in Luobo Industrial Co., Ltd. in the reporting period.

  • (3) Financial expenses for the period decreased by 38.55% year-onyear, mainly due to the decrease in the revenue of subsidiaries in the reporting period.

– 7 –

  • 3.3 Analysis of principal operations by business, product or geographical region

3.3.1 Principal operations by business or product

Principal operations by industry

Year-on-year Year-on-year
increase/ increase/
Gross decrease in decrease in Year-on-year
Operating Operating profit operating operating increase/decrease in
By industry Income Costs margin revenue costs gross profit margin
(%) (%) (%) (%)
Float glass 254,011,326.91 297,079,222.72 -16.96 2.35 23.27 Decreased by 19.85
percentage points
Silica sand 17,809,596.59 8,823,196.15 50.46 43.92 26.37 Increased by 6.88
percentage points

Principal operations by product

Increase/ Increase/
decrease in decrease in
Gross operating operating Increase/decrease
Operating Operating profit income from cost from in gross profit
By product Income Costs margin last year last year from last year
(%) (%) (%) (%)
Float glass 254,011,326.91 297,079,222.72 -16.96 2.35 23.27 Decreased by 19.85
percentage points
Including: ultra- 139,176,166.21 119,836,792.73 13.90 -11.50 -1.50 Decreased by 8.73
thin glass percentage points
Common glass 114,835,160.70 177,242,429.99 -54.35 26.31 48.54 Decreased by 23.11
percentage points
Silica sand 17,809,596.59 8,823,196.15 50.46 43.92 26.37 Increased by 6.88
percentage points

– 8 –

3.3.2 Principal operations by region

Region
Domestic
Overseas
Total
Operating
Income
271,820,923.50
0
271,820,923.50
Year-on-year
increase/decrease
in operating
revenue
(%)
4.33
0
4.33

3.4 Analysis of core competitiveness

During the reporting period, the Company developed the ultra-thin glass with 0.25mm, which was the thinnest in the PRC and realized commercial production, which further increased the varieties of high added-value products of the Company. This has further enhanced its variety advantage, thus strengthened the competitiveness of the Company’s products.

There was no significant change in other aspects of the Company’s competitiveness during the reporting period.

– 9 –

3.5 Analysis of investment

3.5.1 Overall analysis of equity investment

During the reporting period, there was no increase or decrease in external investment of the Company.

Shareholdings in financial enterprises are as follows:

Percentage of Change
shareholding Percentage of Profit or loss in owner’s
at the shareholding during the equity during
Initial amount beginning of at the end of Closing reporting the reporting Accounting Source of
Name of investee of investment the period the period book value period period subject shares
(RMB) (%) (%) (RMB) (RMB) (RMB)
Bank of Zhongyuan 7,000,000.00 0.0457 0.0457 4,343,500.00 Available-for-sale Purchase
Co., Ltd. financial assets
Total 7,000,000.00 0.0457 0.0457 4,343,500.00

Explanation on equity interests held in financial enterprises: The Company has not received any dividend during the reporting period.

3.5.2 Entrusted wealth management and derivative investment with nonfinancial corporations

  • (1) Entrusted wealth management

N/A

  • (2) Entrusted loans

The Company was not involved in any external entrusted loans and was only involved in entrusted loans for subsidiaries. As of June 30, 2015, the balance of the entrusted loans provided by the Company through banks to its subsidiaries amounted to RMB412,089,000.00.

  • (3) Other wealth management and derivative investment

N/A

– 10 –

3.5.3 Use of proceeds from fundraisings

N/A

3.5.4 Analysis to a major subsidiary and a joint stock company

Registered
Company name Industry Major products or services Capital: Total assets Net assets Net Profit
CLFG Longhai Electronic Building materials float glass and electronic glass 60,000,000 274,709,924.03 173,699,749.47 4,833,684.56
Glass Co., Ltd.
CLFG Longmen Glass Building materials float glass 20,000,000 225,181,342.42 -394,069,469.42 -24,029,638.03
Company Limited
CLFG Longhao Glass Building materials float glass 50,000,000 382,382,589.84 -352,048,365.59 -87,641,931.05
Co., Ltd.
CLFG Longfei Glass Building materials float glass 74,080,000 74,011,598.94 -217,733,054.81 -8,680,961.07
Company Limited
CLFG Longxiang Glass Building materials float glass 50,000,000 62,505,217.51 -53,389,616.86 -4,416,902.28
Co., Ltd.
Yinan Hua Sheng Mineral Building materials quartz sand 28,000,000 43,322,673.90 3,694,987.32 -131,970.94
Business Co., Ltd.
Dengfeng Luobo silica Building materials silica sand 13,000,000 10,739,472.04 9,590,267.54 -306,837.27
sand Co., Ltd.
Dengfeng Hong Zhai Building materials silica sand 2,050,000 14,701,647.64 -770,713.75 52,225.54
silica sand Co., Ltd.
Luoyang Luobo Furuida Trade Sales of glass and raw materials 500,000 1,131,164.85 -1,782,522.05 -741,816.16
Commerce Co., Ltd.

3.5.5 Projects financed by non-raised capital

N/A

3.5.6 Others

  • (1) Bank and other loans

  • a. Short-term loans: The closing balance in the reporting period is RMB10 million, which is the entrusted loans provided by the Group.

  • b. Long-term loans: The closing balance in the reporting period is RMB532,529,427.12, including: bank loans: RMB482,529,427.12 and non-bank financial institution loans: RMB50,000,000.00. RMB54,421,653.68 shall be repaid within a year.

– 11 –

  • (2) Liquidity and capital resources

As of June 30, 2015, the cash and cash equivalents of the Group is RMB3,272,778.69. Including: US dollar deposits of RMB114,154.55 (US dollar deposits of RMB114,175.13 on December 31, 2014), HK dollar deposits of RMB5,648.84 (HK dollar deposits of RMB5,650.43 on December 31, 2014); Euro deposits of RMB4.13 (Euro deposits of RMB4.48 on December 31, 2014). Compared with the total amount of RMB23,437,695.65 on December 31, 2014, the deposits has been decreased by RMB20,164,916.96. Cash inflows of the Group in the current period mainly came from sales revenue, financial aids, which were mainly used as working capital and for repayment of bank loans.

  • (3) Gearing ratio

The gearing ratio was calculated based on the total liabilities at the end of the period less the balance of cash and cash equivalents and divided by net assets attributable to the parent. The gearing ratio of the Group calculated using this formula was -2,081% as at 30 June 2015 and 1,869% as at 30 June 2014.

  • (4) Contingent liabilities

Nil.

  • (5) Risk of exchange rate fluctuations

The Company’s assets, liabilities and transactions are denominated in Renminbi. Therefore, fluctuations in foreign exchange rates do not have material impacts on the Group.

3.6 Business prospects in the second half of the Company

From the perspective of unfavorable factors in the industry, the production and operation difficulties suffered by float sheet glass enterprises still cannot be changed under the conflicting pressures of continued oversupply for more than two years. The real estate market is still in a weak state with limited increments; car sales are lower than expected so the contribution to float sheet glass sales is insufficient against the background where the demand is not materially improved, the glass industry will face tremendous pressure in the second half of the year. With the improved domestic production capacity, the imbalance arising from the oversupply of the mid-to-low end ultrathin glass will become even more evident and the market competition will become increasingly intense.

– 12 –

From the perspective of favorable factors in the industry, as the effects of the national policies and measures on steady growth gradually spread, the positive factors in economic operation will be gradually released and the market environment will be improved, showing moderate but stable and sound momentum of development. The market growth point is mainly about the update of the structure of traditional market needs and the continuous emergence of the potential of emerging markets like electronics and solar energy. The development of glass new technology will provide the market with enormous vitality.

In the second half, the Company will follow the overall plan of “integration and optimization, efficiency increase and debt reduction,” and “price stabilization, cost reduction, payment collection and inventory increase,” actively respond to the grim situation and challenges, make determined efforts to promote asset reorganization, promote the transformation and upgrading, and speed up product structural adjustment and optimization; relying on accumulation of innovative ultra-thin glass products and technical support, achieve the shift from traditional to emerging markets and the high degree of integration, improve profitability, ensure the completion of the annual production plan and business objectives.

3.7 Other Disclosures

3.7.1 Repurchase, Sale and Redemption

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

3.7.2 Audit Committee

The audit committee under the Board of the Company has reviewed the interim report.

3.7.3 Compliance with the Corporate Governance Code

During the reporting period, the Company complied with all the code provisions under the Corporate Governance Code as set out in Appendix 14 to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Listing Rules”).

– 13 –

3.7.4 Compliance with the Model Code

Having made specific enquires to all Directors, the Company confirmed all Directors have complied with the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 to the Listing Rules during the reporting period. In respect of the securities transactions by the Directors, the code of conduct adopted by the Company is no less exacting than the Model Code.

IV. MATTERS RELATING TO FINANCIAL REPORT

  • 4.1 There is no changes in accounting policies, accounting estimates and accounting method.

  • 4.2 There is no major accounting error with the report period that need further explanation.

  • 4.3 Compared to the latest annual report, there is no changes in the consolidated scope.

Consolidated Balance Sheet

Prepared by: Luoyang Glass Company Limited June 30, 2015

Unit: RMB

Item
Current Assets:
Cash and cash equivalents
Bills receivables
Accounts receivables
Prepayments
Other receivables
Inventories
Other current assets
Total current assets
Closing Balance
128,292,778.69
22,823,996.50
62,939,598.39
29,930,674.15
44,095,298.65
196,161,233.16
28,819,150.75
513,062,730.29
Opening balance
68,478,221.61
400,000.00
23,412,089.50
7,692,326.00
37,020,177.60
211,781,486.51
21,865,034.21
370,649,335.43

– 14 –

Opening balance

Item

Closing Balance

Non-current assets:
Available-for-sale
financial assets
Long-term receivables
Fixed assets
Construction in progress
Project materials
Intangible assets
Long-term deferred expenses
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets
4,343,500.00
50,165,060.14
323,527,692.27
234,343,449.65
595,051.16
53,047,516.76
432,000.00
2,600,666.82
8,140,084.53
677,195,021.33
1,190,257,751.62
4,343,500.00
48,649,780.65
568,040,126.38
698,734.75
428,213.56
54,815,729.68
486,000.00
3,821,811.59
5,134,487.79
686,418,384.40
1,057,067,719.83

– 15 –

Closing Balance Opening balance

Item

Current liabilities:
Short-term borrowings 10,000,000.00 10,000,000.00
Bills payables 170,000,000.00 90,000,000.00
Accounts payables 286,713,376.52 266,198,092.81
Receipts in advance 39,806,235.41 57,399,049.54
Employee compensation payable 60,840,077.26 48,625,920.94
Tax payables 21,391,465.59 27,800,706.43
Other payables 218,121,417.03 80,705,153.66
Non-current liabilities due within one year 54,421,653.68 46,293,636.87
Total current liabilities 861,294,225.49 627,022,560.25
Non-current liabilities:
Long-term borrowings 478,107,773.44 459,535,761.38
Deferred income 9,124,388.07 9,898,914.15
Total non-current liabilities 487,232,161.51 469,434,675.53
Total Liabilities 1,348,526,387.00 1,096,457,235.78
Owners’ equity
Share capital 500,018,242.00 500,018,242.00
Capital reserve 857,450,406.90 857,450,406.90
Special reserve 484,387.73 456,157.74
Surplus reserve 51,365,509.04 51,365,509.04
Undistributed profit -1,473,975,190.87 -1,359,891,297.28
Total owners’ equity
attributable to parent company -64,656,645.20 49,399,018.40
Minority interests -93,611,990.18 -88,788,534.35
Total owners’ equity -158,268,635.38 -39,389,515.95
Total liabilities and owners’ equity 1,190,257,751.62 1,057,067,719.83
Person in charge of
Person in charge of
Legal representative: accounting:
accounting department:
Ma Liyun Sun Lei Chen Jing

– 16 –

Balance Sheet of the Company Prepared by: Luoyang Glass Company Limited June 30, 2015 Unit: RMB

Item
Current Assets:
Cash and cash equivalents
Bills receivables
Accounts receivables
Prepayments
Other receivables
Total current assets
Non-current assets:
Long-term receivables
Long-term equity investments
Fixed assets
Project materials
Intangible assets
Long-term deferred expenses
Total non-current assets
Total assets
Current liabilities:
Short-term borrowings
Bills payables
Accounts payables
Receipts in advance
Employee compensation payable
Tax payables
Other payables
Non-current liabilities
due within one year
Total current liabilities
Closing Balance
120,166,947.34
693,996.50
640,381,022.30
18,190,267.03
165,795,570.72
945,227,803.89
50,165,060.14
52,597,961.54
3,567,165.55
595,051.16
6,744,228.70
432,000.00
114,101,467.09
1,059,329,270.98
10,000,000.00
165,000,000.00
63,089,664.49
31,929,111.45
21,537,718.69
2,857,429.60
187,648,411.94
43,413,636.87
525,475,973.04
Opening balance
45,193,116.50

556,257,598.52
1,485,067.67
179,069,893.00
782,005,675.69
48,649,780.65
52,597,961.54
3,813,540.76
428,213.56
6,856,321.12
486,000.00
112,831,817.63
894,837,493.32
10,000,000.00
90,000,000.00
75,935,633.93
50,176,727.50
13,822,236.57
7,262,758.60
50,643,969.60
43,413,636.87
341,254,963.07

– 17 –

Item Closing Balance Opening balance
Non-current liabilities:
Long-term borrowings 408,955,790.25 430,815,761.38
Total non-current liabilities 408,955,790.25 430,815,761.38
Total Liabilities 934,431,763.29 772,070,724.45
Owners’ equity
Share capital 500,018,242.00 500,018,242.00
Capital reserve 891,129,782.23 891,129,782.23
Surplus reserve 51,365,509.04 51,365,509.04
Undistributed profit -1,317,616,025.58 -1,319,746,764.40
Total owners’ equity 124,897,507.69 122,766,768.87
Total liabilities and
owners’ equity 1,059,329,270.98 894,837,493.32
Person in charge of
Person in charge of
Legal representative: accounting:
accounting department:
Ma Liyun Sun Lei Chen Jing

– 18 –

Consolidated Income Statement Prepared by: Luoyang Glass Company Limited January – June 2015 Unit: RMB

Amount of Amount of Item Current Period Prior Period I. Operating income 307,311,207.69 265,633,853.92 Less: Operating cost 332,403,424.62 250,301,099.35 Business tax and surcharges 2,215,194.34 4,272,807.91 Cost of sales 15,253,736.30 12,629,073.36 Administrative expenses 47,562,073.94 51,687,832.01 Financial expenses 3,404,853.83 5,685,689.96 Impairment losses 21,836,838.21 5,092,670.60 of assets Investment income 93,394,560.90 II. Operating profit -115,364,913.55 29,359,241.63 Plus: Non-operating income 1,280,720.72 2,228,942.66 Including: Gains on 58,944.92 517,234.58 disposal of non-current assets Less: Non-operating expense 2,696,368.73 1,054,742.01 III. Total profit -116,780,561.56 30,533,442.28 Less: Income tax expenses 2,152,846.32 3,503,621.19 IV. Net Profit -118,933,407.88 27,029,821.09 Wherein: Net profit attributable -114,083,893.59 32,267,809.50 to owners of parent company Minority interest income -4,849,514.29 -5,237,988.41

V. Other comprehensive after-tax net income

– 19 –

Amount of Amount of
Item Current Period Prior Period
VI. Total comprehensive income -118,933,407.88 27,029,821.09
Total comprehensive income -114,083,893.59 32,267,809.50
attributable to parent
company owners
Total comprehensive income -4,849,514.29 -5,237,988.41
attributable to minority
VII. Earnings per share
(I) Basic earnings per share -0.23 0.06
(RMB/share)
(II) Diluted earnings per share
(RMB/share)
Person in charge of
Person in
charge of
Legal representative: accounting: accounting department:
Ma Liyun Sun Lei Chen Jing

– 20 –

Income Statement of the Company Prepared by: Luoyang Glass Company Limited January – June 2015 Unit: RMB

Amount of Amount of
Item Current Period Prior Period
I. Operating income 181,916,385.17 294,388,398.98
Less: Operating cost 178,352,608.39 289,429,370.11
Business tax and surcharges 275,542.25 2,111,965.93
Cost of sales 751,982.28 1,271,732.29
Administrative expenses 10,397,585.13 10,708,303.93
Financial expenses -2,130,704.69 -3,312,173.01
Investment income 8,142,938.44 83,302,931.27
II. Operating profit 2,412,310.25 77,482,131.00
Plus: Non-operating income 55,660.38 278,903.85
Including: Gains on disposal 81,403.85
of non-current
assets
Less: Non-operating expense 337,231.81 1,019,995.36
III. Total profit 2,130,738.82 76,741,039.49
Less: Income tax expenses
IV. Net Profit 2,130,738.82 76,741,039.49
V. Other comprehensive
after-tax net income
VI. Total comprehensive income 2,130,738.82 76,741,039.49
Person in charge of
Person in charge of
Legal representative: accounting: accounting department:
Ma Liyun Sun Lei Chen Jing

– 21 –

Consolidated Cash Flow Statement Prepared by: Luoyang Glass Company Limited January – June 2015 Unit: RMB

Amount of Amount of
Items Current Period Prior Period
I. Cash flow from operating activities:
Cash received from sales of
goods or rendering of services 146,347,170.58 140,636,459.24
Other cash received related
to operating activities 5,456,140.81 8,364,081.92
Subtotal of cash inflows
from operating activities 151,803,311.39 149,000,541.16
Cash paid for sales of goods
or rendering of services 135,423,435.46 80,480,437.92
Cash paid to and for employees 33,401,002.25 32,823,801.55
Cash paid for various taxes 25,881,057.46 18,894,546.89
Other payments related to
operating activities 21,341,666.69 10,007,054.71
Subtotal of cash outflows
from operating activities 216,047,161.86 142,205,841.07
Net cash flow from
operating activities -64,243,850.47 6,794,700.09
II. Cash flow from investing activities:
Net cash received from disposals
of fixed assets, intangible assets
and other long-term assets 38,043,000.00
Net cash received from the disposal
of subsidiaries and other
operating entities 4,000,000.00
Subtotal of cash inflows
from investment activities 42,043,000.00
Cash paid for the acquisition
and construction of fixed
assets, intangible assets, and
other long-term assets 19,349,901.17 324,060.00
Other cash payments related
to investment activities 5,000,000.00
Subtotal of cash outflows from
investment activities 19,349,901.17 5,324,060.00
Net cash flow from investment activities -19,349,901.17 36,718,940.00

– 22 –

Amount of Amount of
Items Current Period Prior Period
III. Cash flows from financing
activities:
Other cash received related
to financing activities 438,568,543.48 309,122,187.01
Subtotal of cash inflows
from financing activities 438,568,543.48 309,122,187.01
Cash paid for repayments
of borrowings 22,490,707.67 23,170,918.18
Cash payment for distribution of dividends
and profits or interest repayment 273,000.00
Other cash payments related
to financing activities 352,375,897.78 309,750,800.00
Subtotal of cash outflows
from financing activities 375,139,605.45 332,921,718.18
Net cash flow from
financing activities 63,428,938.03 -23,799,531.17
IV. Effect of exchange rate changes
on cash and cash equivalents -103.35 2,055.28
V. Net increase in cash and cash
equivalents -20,164,916.96 19,716,164.20
Add: Opening balance of cash
and cash equivalents 23,437,695.65 28,316,110.10
VI. Closing balance of cash and
cash equivalents 3,272,778.69 48,032,274.30
Person in charge of
Person in charge of
Legal representative: accounting: accounting department:
Ma Liyun Sun Lei Chen Jing

– 23 –

Cash Flow Statement of the Parent Prepared by: Luoyang Glass Company Limited January – June 2015 Unit: RMB

Amount of Amount of
Items Current Period Prior Period
I. Cash flow from operating
activities:
Cash received from sales of
goods or rendering of services 219,644,282.60 128,814,707.88
Other cash received related
to operating activities 251,843,534.16 271,966,344.05
Subtotal of cash inflows
from operating activities 471,487,816.76 400,781,051.93
Cash paid for sales of goods
or rendering of services 3,837,651.18 6,343,824.99
Cash paid to and for employees 6,138,589.73 9,078,028.03
Cash paid for various taxes 3,829,550.17 1,941,394.86
Other payments related to
operating activities 154,683,616.04 158,105,107.64
Subtotal of cash outflows
from operating activities 168,489,407.12 175,468,355.52
Net cash flow from
operating activities 302,998,409.64 225,312,696.41

– 24 –

Amount of Amount of
Items Current Period Prior Period
II. Cash flow from investing activities:
Net cash receipts from the disposals
of fixed assets, intangible assets
and other long-term assets 38,043,000.00
Net cash received from the disposal
of subsidiaries and other
operating entities 4,000,000.00
Subtotal of cash inflows
from investment activities 42,043,000.00
Cash paid for the acquisition
and construction of fixed assets,
intangible assets, and other
long-term assets 2,370.00
Other cash payments related
to investment activities 5,000,000.00
Subtotal of cash outflows
from investment activities 2,370.00 5,000,000.00
Net cash flow from
investment activities -2,370.00 37,043,000.00

– 25 –

Amount of Amount of
Items Current Period Prior Period
III. Cash flow from financing
activities:
Other cash received related
to financing activities 30,000,000.00 10,000,000.00
Subtotal of cash inflows
from financing activities 30,000,000.00 10,000,000.00
Cash paid for repayments
of borrowings 21,050,707.67 21,730,918.18
Cash payment for distribution
of dividends and profits
or interest repayment 273,000.00
Other cash payments related
to financing activities 311,698,397.78 250,000,000.00
Subtotal of cash outflows
from financing activities 333,022,105.45 271,730,918.18
Net cash flow from
financing activities -303,022,105.45 -261,730,918.18
IV. Effect of exchange rate changes
on cash and cash equivalents -103.35 2,055.28
V. Net increase in cash and
cash equivalents -26,169.16 626,833.51
Add: Opening balance of cash
and cash equivalents 193,116.50 398,991.55
VI. Closing balance of cash and
cash equivalents 166,947.34 1,025,825.06
Person in charge of
Person in charge of
Legal representative: accounting: accounting department:
Ma Liyun Sun Lei Chen Jing

– 26 –

Consolidated Statement of Changes in Shareholders’ Equity Prepared by: Luoyang Glass Company Limited January – June 2015 Unit: RMB

Item
I.
Closing balance of last year
II. Opening balance of the year
III. Changes for the period
(decrease is indicated
by “-”)
(I) Total comprehensive
income
(II) Capital contributed or
reduced by owners
(III)Profit distribution
(IV) Internal transfers
of owners’ equity
(V) Special reserve
1. Appropriation for
the period
2. Utilized in the period
IV. Closing balance for the period
Item
I.
Closing balance of last year
II. Opening balance of the year
III. Changes for the period
(decrease is indicated
by “-”)
(I) Total comprehensive
income
(II) Capital contributed or
reduced by owner
(III) Profit distribution
(IV) Internal transfers
of owners’ equity
(V) Special reserve
1. Appropriation for
the period
2. Utilized in the period
IV. Closing balance for the period
Current period amount
Attributable to owners of the Parent
Share capital
Capital
reserve
Special
reserve
Surplus
reserve
Undistributed
profit
Sub-total
Minority
interests
Total owners’
equity
500,018,242.00
857,450,406.90
456,157.74
51,365,509.04
-1,359,891,297.28
49,399,018.40
-88,788,534.35
-39,389,515.95
500,018,242.00
857,450,406.90
456,157.74
51,365,509.04
-1,359,891,297.28
49,399,018.40
-88,788,534.35
-39,389,515.95


28,229.99

-114,083,893.59
-114,055,663.60
-4,823,455.83
-118,879,119.43




-114,083,893.59
-114,083,893.59
-4,849,514.29
-118,933,407.88


























28,229.99


28,229.99
26,058.46
54,288.45


60,985.31


60,985.31
56,294.14
117,279.45


-32,755.32


-32,755.32
-30,235.68
-62,991.00
500,018,242.00
857,450,406.90
484,387.73
51,365,509.04
-1,473,975,190.87
-64,656,645.20
-93,611,990.18
-158,268,635.38
Previous period amount
Attributable to owners of the Parent
Share capital
Capital
reserve
Special
reserve
Surplus
reserve
Undistributed
profit
Sub-total
Minority
interests
Total owners’
equity
500,018,242.00
857,450,406.90
367,894.52
51,365,509.04
-1,375,895,993.77
33,306,058.69
-73,208,155.34
-39,902,096.65
500,018,242.00
857,450,406.90
367,894.52
51,365,509.04
-1,375,895,993.77
33,306,058.69
-73,208,155.34
-39,902,096.65


73,738.24

32,267,809.50
32,341,547.74
-5,169,922.35
27,171,625.39




32,267,809.50
32,267,809.50
-5,237,988.41
27,029,821.09


























73,738.24


73,738.24
68,066.06
141,804.30


74,726.24


74,726.24
68,978.06
143,704.30


-988.00


-988.00
-912.00
-1,900.00
500,018,242.00
857,450,406.90
441,632.76
51,365,509.04
-1,343,628,184.27
65,647,606.43
-78,378,077.69
-12,730,471.26

Person in charge of Person in charge of Legal representative: accounting: accounting department: Ma Liyun Sun Lei Chen Jing

– 27 –

Statement of Changes in Shareholders’ Equity of the Parent Prepared by: Luoyang Glass Company Limited January – June 2015 Unit: RMB

Item
I. Closing balance of last year
II. Opening balance of the year
III. Changes for the period
(decrease is indicated by “-”)
(I) Total comprehensive income
(II) Capital contributed or reduced
by owner
IV. Closing balance for the period
Item
I. Closing balance of last year
II. Opening balance of the year
III. Changes for the period
(decrease is indicated by “-”)
(I) Total comprehensive income
(II) Capital contributed or
reduced by owner
IV. Closing balance for the period
Legal representative:
Ma Liyun
Currentperiod amount
Share capital
Capital reserve
Surplus
reserve
Undistributed
profit
Total
owners’ equity
500,018,242.00
891,129,782.23
51,365,509.04
-1,319,746,764.40
122,766,768.87
500,018,242.00
891,129,782.23
51,365,509.04
-1,319,746,764.40
122,766,768.87



2,130,738.82
2,130,738.82



2,130,738.82
2,130,738.82





500,018,242.00
891,129,782.23
51,365,509.04
-1,317,616,025.58
124,897,507.69
Previousperiod amount
Share capital
Capital reserve
Surplus reserve
Undistributed
profit
Total
owners’ equity
500,018,242.00
891,129,782.23
51,365,509.04
-1,329,788,469.85
112,725,063.42
500,018,242.00
891,129,782.23
51,365,509.04
-1,329,788,469.85
112,725,063.42



76,741,039.49
76,741,039.49



76,741,039.49
76,741,039.49





500,018,242.00
891,129,782.23
51,365,509.04
-1,253,047,430.36
189,466,102.91
Person in charge of
accounting:
Person in charge of
accounting department:
Sun Lei
Chen Jing

Person in charge of Person in charge of accounting: accounting department: Sun Lei Chen Jing

– 28 –

Notes to Financial Statements Half year as of 30 June 2015 (RMB)

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 activities of the Company and its subsidiaries (“ the Group ”) are the manufacturing and selling of float sheet glass.

II. MAJOR ACCOUNTING POLICIES

1. Basis of Preparation of Financial Statements

The financial statements of the Company have been prepared on a going concern basis in accordance with the actual transactions and events and in compliance with the requirements of Accounting Standards for Business Enterprises and the application guidelines and interpretations thereof and other relevant regulations promulgated by the Ministry of Finance and based on the following significant accounting policies and estimates.

2. Accounting period

The Group has adopted the Gregorian calendar year, which means from 1 January to 31 December as its accounting year.

3. Standard currency for accounting

The standard currency for accounting is RMB.

4. Preparation method of consolidated financial statements

Subsidiaries with actual control and special-purpose entities will be included in the scope of consolidated financial statements.

The consolidated financial statements are prepared in accordance with “Accounting Standards for Business Enterprises No.33 – Consolidated Financial Statement” and relevant provisions, and all significant internal transactions included in the consolidated scope shall be off-set. Shareholders’ equity of subsidiaries which is not attributable to parent should be presented individually as minority interest in Shareholders’ equity in consolidated financial statements.

– 29 –

In the event that the accounting policies or accounting period adopted by the subsidiaries and the Company are inconsistent, necessary adjustment of financial statements of the subsidiaries shall be performed in accordance with the accounting policies or accounting period of the Company when preparing the consolidated financial statements.

For subsidiaries acquired not under common control, when preparing consolidated financial statements, financial statements of the subsidiaries shall be adjusted on the basis of the fair value of identifiable net assets on the date of acquisition. For subsidiaries acquired under common control, the assets, liabilities, operating results and cash flow of acquired subsidiaries should be included in consolidated financial statements from the beginning of the year of acquisition.

III. DIVISIONAL REPORT

For management purposes, the Group is divided into two operating segments. The management of the Group regularly reviews the financial information of these segments to decide resources allocation and assess their performance.

The two operating segments are as follows:

  1. Float sheet glass business: production and sales of float sheet glass; and sales of raw materials for production of float sheet glass.

  2. Silicon sand business: manufacturing, sales and distribution of silicon sand.

The prices for inter-segment transfer is determined with reference to the prices offered to a third party.

– 30 –

(1) Segments information from January to June 2015 and as at 30 June 2015:

Item Float glass Silica sand Elimination Total
I. External transaction revenue 286,992,241.85 20,318,965.84 307,311,207.69
II. Divisional transaction revenue 1,145,621.27 -1,145,621.27
III. Interest income 2,351,322.84 1,784.82 -643,500.00 1,709,607.66
IV. Interest expense 297,258.95 920,629.29 -643,500.00 574,388.24
V. Asset impairment loss 21,827,177.91 9,660.30 21,836,838.21
VI. Depreciation and
amortization expenses 33,814,228.99 1,353,798.49 35,168,027.48
VII. Total profit (“-” for loss) -116,257,181.14 -523,380.42 -116,780,561.56
VIII. Income tax expenses 2,289,644.07 -136,797.75 2,152,846.32
IX. Net profit (“-” for loss) -118,546,825.21 -386,582.67 -118,933,407.88
X. Total assets 1,167,264,017.24 59,561,951.57 -36,568,217.19 1,190,257,751.62
XI. Total amount of liability 1,324,602,332.85 48,277,410.46 -24,353,356.31 1,348,526,387.00

(2) Segments information from January to June 2014 and as at 30 June 2014:

Item Float glass Silica sand Elimination Total
I. External transaction revenue 249,942,578.78 15,691,275.14 265,633,853.92
II. Divisional transaction revenue 856,709.17 -856,709.17
III. Interest income 3,526,092.78 3,111.89 -643,500.00 2,885,704.67
IV. Interest expense 242,523.11 878,471.16 -643,500.00 477,494.27
V. Asset impairment loss 5,092,670.60 5,092,670.60
VI. Depreciation and
amortization expenses 37,779,266.20 952,398.98 38,731,665.18
VII. Total profit (“-” for loss) 31,466,961.28 -94,427.90 -839,091.10 30,533,442.28
VIII. Income tax expenses 3,437,101.49 66,519.70 3,503,621.19
IX. Net profit (“-” for loss) 28,029,859.79 -160,947.60 -839,091.10 27,029,821.09
X. Total assets 1,236,988,359.95 55,970,526.56 -30,720,329.42 1,262,238,557.09
XI. Total amount of liability 1,270,088,322.57 37,473,863.03 -32,593,157.25 1,274,969,028.35

– 31 –

(3) Geographic information

The following table sets out information about the geographical location of the Group’s revenue from external customers and the Group’s non-current assets (not including financial assets and deferred income tax assets). The geographical location of customers is based on the location at which the goods delivered. The geographical location of the fixed assets, construction in progress and lease prepayments under non-current assets is based on the physical location of the assets; in the case of intangible assets and exploration and evaluation assets, the location of operations; in the case of interests in associates and other investments, the location of their respective operations.

Revenues from external customers
Item
January – June 2015
January – June 2014
Domestic
307,311,207.69
265,633,853.92
Total
307,311,207.69
265,633,853.92
Non-current Assets
30 June 2015
31 December 2014
677,195,021.33
686,418,384.40
677,195,021.33
686,418,384.40
Non-current Assets
30 June 2015
31 December 2014
677,195,021.33
686,418,384.40
677,195,021.33
686,418,384.40
686,418,384.40

(4) Major clients

The Group has a diverse customer base. Only one client entered into transactions with amounts surpassing 10% of the Group’s income from January to June 2015.

IV. BUSINESS VOLUME

Business revenue is the invoiced value of goods sold to customers after the deduction of any trade discounts, value added tax and surcharges. The analysis of it is as follow:

(1) Operating income and operating cost

Items
Principal operating income
Other operating income
Total operating revenue
Incurred in the
Current Period
271,820,923.50
35,490,284.19
307,311,207.69
Incurred in the
Prior Period
260,543,927.45
5,089,926.47
265,633,853.92

– 32 –

(2) Principal business income by product

Name of product
or labor service
Float glass
Silica sand
Total
V.
NON-OPERATING INCOME
Items
Total gains on disposal of
non-current assets
Including: Gains on disposal
of fixed assets
Gains on debt reorganization
Government grants
Other
Total
Incurred in the
Current Period
254,011,326.91
17,809,596.59
271,820,923.50
Incurred in the
Current Period
58,944.92
58,944.92
96,765.10
860,526.08
264,484.62
1,280,720.72
Incurred in the
Prior Period
248,169,292.49
12,374,634.96
260,543,927.45
Incurred in the
Prior Period
517,234.58
517,234.58
187,500.00
774,526.08
749,682.00
2,228,942.66

VI. PRE-TAX PROFIT

Pre-tax profit has been (deducted)/incurred:

(1) Financial expenses

Items
Interest expenses
Less: interest income
Exchange loss
Less: exchange income
Interests of discounted charges
Other finance expenses
Total
Incurred in the
Current Period
574,388.24
1,709,607.66
53,712.76
223,490.21
3,876,409.14
833,441.56
3,404,853.83
Incurred in the
Prior Period
242,556.30
2,885,781.06
57,952.14
32,573.32
8,141,717.65
161,818.25
5,685,689.96

– 33 –

(2) Investment income

Items
Investment income generated
by the disposal of long-term
equity investments
Total
(3) Operating cost
Items
Principal operating cost
– Float glass
– Silica sand
Other operating cost
– Raw materials, water,
electricity, gas and
technical service, etc.
Total operating cost
Incurred in the
Current Period

Incurred in the
Current Period
297,079,222.72
8,823,196.15
26,501,005.75
332,403,424.62
Incurred in the
Prior Period
93,394,560.90
93,394,560.90
Incurred in the
Prior Period
240,989,045.80
6,981,955.80
2,330,097.75
250,301,099.35

– 34 –

(4) Business tax and additional tax

Item
Business tax
Urban maintenance and
construction tax
Education surcharge
Resources tax
Total
(5) Cost of sales
Items
Staff’s salary and welfare
Social security
Depreciation expenses
Transportation costs
Material consumption
Other selling expenses
Total
Incurred in the
Current Period
86,966.67
640,111.32
614,152.24
873,964.11
2,215,194.34
Incurred in the
Current Period
4,732,504.01
1,015,048.76
780,782.01
5,571,413.65
716,956.13
2,437,031.74
15,253,736.30
Incurred in the
Prior Period
1,694,800.00
895,203.22
820,578.89
862,225.80
4,272,807.91
Incurred in the
Prior Period
4,939,632.60
1,079,216.37
808,783.29
4,008,610.08
811,420.03
981,410.99
12,629,073.36

– 35 –

(6) Administrative expenses

Items
Staff’s salary and welfare
Social security contributions
Housing funds
Depreciation of fixed assets
Intangible asset amortization
Intermediary engagement fees
Research and development fees
Taxes
Water and electricity charges
Other fees
Total
(7) Impairment losses of assets
Items
I. Bad debt losses
II. Impairment losses of
inventories
Total
(8) Non-operating expense
Items
Expenditure of donation
Indemnities, liquidated
damages and penalties
Other finance expenses
Total
Incurred in the
Current Period
12,533,873.64
5,142,352.72
646,266.98
8,312,928.01
1,606,212.92
3,200,254.71
3,754,353.30
3,115,741.00
274,021.38
8,976,069.28
47,562,073.94
Incurred in the
Current Period
62,438.00
21,774,400.21
21,836,838.21
Incurred in the
Current Period
60,000.00
2,200,325.59
436,043.14
2,696,368.73
Incurred in the
Prior Period
13,346,615.19
4,923,107.43
643,350.23
10,405,886.19
1,267,582.96
4,176,579.80
7,132,893.57
3,006,960.88
461,600.19
6,323,255.57
51,687,832.01
Incurred in the
Prior Period

5,092,670.60
5,092,670.60
Incurred in the
Prior Period

1,019,995.36
34,746.65
1,054,742.01

– 36 –

VII. INCOME TAX EXPENSES

Incurred in the Incurred in the Items Current Period Prior Period Current Income tax calculated according to tax laws and relevant requirements 931,701.55 3,503,621.19 Deferred income tax expenses 1,221,144.77 – Total 2,152,846.32 3,503,621.19

  • Note: On 26 June 2013, Longhai Company, the Company’s wholly-owned subsidiary, was recognized as high-tech enterprise as verified by Henan Scientific and Technological Department, Henan Finance Department, National Taxation Bureau of Henan Province and Local Taxation Bureau of Henan Province, and awarded “High-tech Enterprise Certificate” with an effective period of three years. In accordance with article 28, paragraph 2 of Enterprise Income Tax Law of the PRC, article 93 of Implement Regulations of Enterprise Income Tax Law of the PRC and Notices of Matters Related to Enterprise Income Tax Discounts for High Technology Enterprises Issued by the State Administration of Taxation (G.S.H. [2009] No. 203), Longhai Company. In accordance with Paragraph 2 of Article 28 of the Enterprise Income Tax Law of the PRC, Article 93 of the Regulation on the Implementation of Enterprise Income Tax Law of PRC and the relevant provisions of the Notice of the State Administration of Taxation concerning Relevant Issues for Implementation of Tax Preferential Treatment for High-Technology Enterprises (Guo Shui Han [2009] No. 203), Longhai Company was taxed at a rate of 15% in 2015. The enterprise income tax rate applicable to the Company and its subsidiaries is 25%.

VIII. DIVIDEND

Board of directors of the Company does not recommend declaring dividends for half a year as of June 30, 2015.

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IX. BASIC EARNINGS PER SHARE

Basic earnings per share is the result of consolidated net profit attributable to ordinary shareholders of the parent company divided by the weighted average number of the outstanding ordinary shares of the parent company:

Incurred in the Incurred in the
Items Current Period Prior Period
Net profit attributable to
ordinary shareholders -114,083,893.59 32,267,809.50
Total shares at the beginning of period 500,018,242.00 500,018,242.00
Basic earnings per share -0.2282 0.0645

Diluted earnings per share doesn’t be calculated because the Company had no potential diluted shares for half a year as of June 30, 2015.

X. ACCOUNTS RECEIVABLES AND BILLS RECEIVABLES

1. Accounts receivables:

Item
Accounts receivables
Less: provision for bad debts
Net amount of accounts
receivables
Book balance Beginning balance
115,503,463.58
75,951,368.06
52,563,865.19
52,539,278.56
62,939,598.39
23,412,089.50
Book balance Beginning balance
115,503,463.58
75,951,368.06
52,563,865.19
52,539,278.56
62,939,598.39
23,412,089.50
23,412,089.50

Generally, the Group sells its products by receiving advances from customers while 30 days of credit period are granted to a few customers.

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Aged analysis of accounts receivables by dates of entry:

Account duration
Closing Balance
Within 1 year
57,263,488.69
1 to 2 years
3,702,161.48
2 to 3 years
2,675,362.35
3 to 4 years
497,155.71
4 to 5 years
3,526,466.87
Over 5 years
47,838,828.48
Total
115,503,463.58
2.
Classification of bills receivable
Items
Amount at the
end of the period
Bank acceptances
22,823,996.50
Total
22,823,996.50
Opening Balance
19,048,408.58
2,352,408.18
2,821,542.85
3,890,179.97
1,944,439.71
45,894,388.77
75,951,368.06
Amount at the
beginning
of the year
400,000.00
400,000.00

XI. ACCOUNTS PAYABLE AND BILLS PAYABLE

1. Aged analysis of accounts payable

Item
Within 1 year (including 1 year)
1 to 2 years
2 to 3 years
Above 3 years
Total
Closing Balance
80,674,613.41
28,845,544.69
88,056,212.61
89,137,005.81
286,713,376.52
Opening Balance
67,875,786.71
94,591,759.50
11,562,657.38
92,167,889.22
266,198,092.81

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2. Classification of bills payable

Items
Bank acceptances
Total
Closing
Balance
170,000,000.00
170,000,000.00
Opening
balance
90,000,000.00
90,000,000.00

Notes:

1. There were no notes payable to shareholders holding 5% or more of the voting rights of the Company at the end of the period.

  1. Notes payable are mainly bank acceptances issued by the Group for purchase of materials, commodities or products with the repayment term of 1-6 months.

XII. Reserve

1. Capital reserve

Items
Capital premium
Other capital reserve
Total
Surplus reserve
Items
Statutory surplus reserve
Total
Opening
balance
Increased
amount
for the
period
Decreased
amount
for the
period
787,299,489.41


70,150,917.49


857,450,406.90


Opening
balance
Increased
amount for
the period
Decreased
amount for
the period
51,365,509.04


51,365,509.04

Closing
Balance
787,299,489.41
70,150,917.49
857,450,406.90
Closing
Balance
51,365,509.04
51,365,509.04

2. Surplus reserve

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3. Undistributed profit

Closing Balance
Appropriation
or Distribution
Items Amount Proportion
Undistributed profit at the end
of the previous year before
adjustment -1,359,891,297.28
Undistributed profit at the
beginning of the year after
adjustment -1,359,891,297.28
Plus: Net profit attributable to
owners of the parent
company for the period -114,083,893.59
Retained earnings at ending
of period -1,473,975,190.87

XIII. Future items

  1. Longhao Company, a wholly-owned subsidiary, entered into the Asset Lease Agreement with CLFG on 17 April 2014. Pursuant to the agreement, Longhao Company leased the 600T/D float glass production line, plants and other assets of CLFG for a term of 3 years at an annual lease fee of RMB31.90 million. On 17 June 2015, the parties agreed through negotiation to terminate the above Asset Lease Agreement and entered into the Asset Lease Termination Agreement after having taken into account their needs for the development of production and operations. On 25 August 2015, the Asset Lease Agreement was terminated upon the consideration and approval at the extraordinary general meeting of the Company.

In August 2015, the Company received the reply from CLFG stating that it agreed to waive the lease fee for the 600t/d production line from Longhao Company for the year 2015. Pursuant to the relevant requirements under the Accounting Standards for Business Enterprises, the amount waived will be charged to the capital reserve of Longhao Company.

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  1. According to the asset restructuring plan of the Company, the Company intended to use 100% of its equity interests in CLFG Luoyang Longhao Glass Company Limited, 63.98% of its equity interests in CLFG Longfei Glass Company Limited, 67% of its equity interests in Dengfeng CLFG Silicon Company Limited, 52% of its equity interests in Yinan Huasheng Mineral Products Company Limited and 40.29% of its equity interests in CLFG Mineral Company Limited and liabilities (including accounts receivables, other receivables and entrusted loans) of the Company to CLFG Luoyang Longhao Glass Company Limited, CLFG Longfei Glass Company Limited, CLFG Longxiang Glass Company Limited, Yinan Huasheng Mineral Products Company Limited and CLFG Mineral Company Limited as outgoing assets in this transaction to swap with the 100% equity interests in Bengbu China National Building Materials Information Display Material Company (hereinafter referred to as “ Bengbu Company ”) lawfully held by CLFG (hereinafter referred to as “ Proposed Incoming Assets ”). The difference between the value of the incoming assets and that of the outgoing assets shall be purchased by the Company through the issuance of shares and cash to CLFG.

On 17 August 2015, the above material asset restructuring plan was approved by the SASAC of the State Council. On 25 August 2015, the above asset restructuring plan was considered and approved at the extraordinary general meeting and class meeting of the Company.

Chairman: Ma Liyun Luoyang Glass Company Limited* August 27, 2015

As at the date of this announcement, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; two non-executive Directors: Mr. Zhang Chengong and Mr. Zhang Chong; and four independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Jin Zhanping.

* for identification purposes only

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