深圳市天威视讯股份有限公司 2015 年第一季度报告正文 证券代码：002238 证券简称：天威视讯 公告编号：2015-020 深圳市天威视讯股份有限公司 2015 年第一季度报告正文 1 深圳市天威视讯股份有限公司 2015 年第一季度报告正文 公司负责人郑鼎文、主管会计工作负责人龙云及会计机构负责人(会计主管 人员)吕成业声明：保证季度报告中财务报表的真实、准确、完整。 2 第一节 重要提示 深圳市天威视讯股份有限公司（以下简称"公司"）董事会、监事会及董事、 监事、高级管理人员保证季度报告内容的真实、准确、完整，不存在虚假记载、 误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 深圳市天威视讯股份有限公司 2015 年第一季度报告正文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 √ 是 □ 否 | | 本报告期 | 上年同期 | | 本报告期比上年同 | | --- | --- | --- | --- | --- | | | | | | 期增减 | | | | 调整前 ...

[Part I Important Notice, Table of Contents, and Definitions](index=2&type=section&id=Part%20I%20Important%20Notice%2C%20Table%20of%20Contents%2C%20and%20Definitions) This section provides important notices, the report's table of contents, and definitions of key terms used throughout the report [Important Notice](index=2&type=section&id=Important%20Notice) The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report content, with the Board approving a 2014 profit distribution plan to issue a cash dividend of CNY 2.00 (tax inclusive) and a capital reserve transfer of 3 shares for every 10 shares - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report content[3](index=3&type=chunk) 2014 Profit Distribution Plan | Metric | Content | | :--- | :--- | | Share Capital Base | 395,739,231 shares | | Cash Dividend per 10 Shares | 2.00 CNY (tax inclusive) | | Bonus Shares per 10 Shares | 0 shares (tax inclusive) | | Capitalization Issue per 10 Shares | 3 shares | [Significant Risk Factors](index=2&type=section&id=Significant%20Risk%20Factors) The company faces multiple risks including concentrated revenue sources, intense industry competition, market saturation, related-party transaction risks, technological upgrade challenges, and tax policy changes, for which it has adopted countermeasures such as enhancing value-added services, optimizing products, improving user experience, standardizing related-party transactions, increasing R&D investment, and seeking tax incentives - The company's primary revenue sources are concentrated in cable TV subscription, cable broadband, and program transmission, making it susceptible to market fluctuations[5](index=5&type=chunk) - Traditional cable TV business faces intense competition from IPTV and internet video, leading to user churn and difficulties in broadband user growth[5](index=5&type=chunk)[6](index=6&type=chunk) - The company's market is concentrated in the Shenzhen area, where market saturation may limit new user growth and impact basic subscription maintenance fee revenue[7](index=7&type=chunk) - The company has frequent related-party transactions with its major shareholder, Shenzhen Media Group, and its controlled entities, totaling **CNY 122.6366 million in 2014**, posing potential financial risks[7](index=7&type=chunk) - The acceleration of "triple play" development necessitates network upgrades, exposing the company to technology outlook, development, application, and loss risks, requiring continuous increase in R&D investment[8](index=8&type=chunk) - The company and its wholly-owned subsidiaries benefit from corporate income tax and VAT preferential policies, and changes in these policies could impact operating performance[9](index=9&type=chunk)[10](index=10&type=chunk) [Definitions](index=7&type=section&id=Definitions) This section provides definitions for common terms and company-related entities used in the report to ensure consistent understanding of its content - "Company" or "the Company" refers to Shenzhen Topway Video Communication Co., Ltd[15](index=15&type=chunk) - "Shenzhen Media Group" refers to Shenzhen Media Group, the company's major shareholder[15](index=15&type=chunk) - "Tianbao Network" and "Tianlong Network" refer to Shenzhen Tianbao Broadcast and Television Network Co., Ltd. and Shenzhen Tianlong Broadcast and Television Network Co., Ltd., both subsidiaries of the company[15](index=15&type=chunk) [Part II Company Profile](index=11&type=section&id=Part%20II%20Company%20Profile) This section provides an overview of the company's fundamental information, including its corporate details, contact information, and registration changes [I. Company Information](index=11&type=section&id=I.%20Company%20Information) This section introduces the company's basic information, including stock abbreviation, code, listing exchange, Chinese and English names, legal representative, registered and office addresses, company website, and email address Company Basic Information | Metric | Content | | :--- | :--- | | Stock Abbreviation | Topway Video | | Stock Code | 002238 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | 深圳市天威视讯股份有限公司 | | Legal Representative | Zheng Dingwen | | Registered/Office Address | No. 6001, Caitian Road, Futian District, Shenzhen | [II. Contact Persons and Information](index=11&type=section&id=II.%20Contact%20Persons%20and%20Information) This section provides the names, contact addresses, telephone numbers, fax numbers, and email addresses of the company's Board Secretary and Securities Affairs Representative for investor and stakeholder communication Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Zhong Lin | No. 6001, Caitian Road, Futian District, Shenzhen | 0755-83069184 | 0755-83069184 | zl@topway.cn | | Securities Affairs Representative | Lin Yang | No. 6001, Caitian Road, Futian District, Shenzhen | 0755-83067777 | 0755-83067777 | linyang@topway.cn | [III. Information Disclosure and Document Availability](index=11&type=section&id=III.%20Information%20Disclosure%20and%20Document%20Availability) This section specifies the designated newspapers for company information disclosure, the official website of the China Securities Regulatory Commission, and the location where the annual report is available, ensuring transparency - The company's designated newspapers for information disclosure are "China Securities Journal" and "Securities Times"[26](index=26&type=chunk) - The official website of the China Securities Regulatory Commission for annual report publication is http://www.cninfo.com.cn[26](index=26&type=chunk) - The company's annual report is available at the Securities Affairs and Investment Development Department[26](index=26&type=chunk) [IV. Registration Changes](index=12&type=section&id=IV.%20Registration%20Changes) This section details the company's registration information, including initial and year-end registration dates, locations, registration numbers, tax registration numbers, and organization codes, noting no changes in principal business or controlling shareholder since listing Company Registration Information | Metric | Initial Registration | Registration at End of Reporting Period | | :--- | :--- | :--- | | Registration Date | July 18, 1995 | July 17, 2014 | | Registration Location | Shenzhen Administration for Industry and Commerce | Shenzhen Administration for Industry and Commerce | | Business License Registration Number | 440301102910798 | 440301102910798 | | Tax Registration Number | 44030019235964X | 44030019235964X | | Organization Code | 19235964-X | 19235964-X | - There have been no changes in the company's principal business or controlling shareholders since its listing[27](index=27&type=chunk) [V. Other Relevant Information](index=12&type=section&id=V.%20Other%20Relevant%20Information) This section discloses information about the accounting firm and financial advisor engaged by the company, including their names, office addresses, signing accountants, and the financial advisor's continuous supervision period Accounting Firm Engaged by the Company | Name | Lixin Certified Public Accountants (Special General Partnership) | | :--- | :--- | | Office Address | 4th Floor, No. 61, Nanjing East Road, Huangpu District, Shanghai | | Signing Accountants | Zou Junmei, Gao Junlei | Financial Advisor Engaged by the Company | Name | BOC International (China) Co., Ltd. | | :--- | :--- | | Office Address | 39th Floor, BOC Tower, No. 200, Yin Cheng Road Central, Pudong New Area, Shanghai | | Lead Persons | Zhang Chi, Lu Yi | | Continuous Supervision Period | 2014—2015 | [Part III Summary of Accounting Data and Financial Indicators](index=13&type=section&id=Part%20III%20Summary%20of%20Accounting%20Data%20and%20Financial%20Indicators) This section provides a concise overview of the company's key accounting data and financial indicators, highlighting significant changes and non-recurring items [I. Key Accounting Data and Financial Indicators](index=13&type=section&id=I.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section summarizes the company's key accounting data and financial indicators for 2014, comparing them with 2013 and 2012 data, showing growth in operating revenue, net profit, and net cash flow from operating activities Key Accounting Data and Financial Indicators (2014 vs 2013) | Metric | 2014 (CNY) | 2013 (Adjusted, CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,315,685,093.55 | 1,298,174,184.61 | 1.35% | | Net Profit Attributable to Shareholders of Listed Company | 214,877,127.91 | 188,943,728.02 | 13.73% | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 154,354,167.61 | 138,697,874.12 | 11.29% | | Net Cash Flow from Operating Activities | 670,002,878.10 | 538,097,605.60 | 24.51% | | Basic Earnings Per Share (CNY/share) | 0.54 | 0.48 | 12.50% | | Diluted Earnings Per Share (CNY/share) | 0.54 | 0.48 | 12.50% | | Weighted Average Return on Net Assets | 9.45% | 8.93% | 0.52% | Period-End Asset and Liability Data (End of 2014 vs End of 2013) | Metric | End of 2014 (CNY) | End of 2013 (Adjusted, CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Total Assets | 3,037,778,790.64 | 2,793,276,644.63 | 8.75% | | Net Assets Attributable to Shareholders of Listed Company | 2,368,180,387.11 | 2,194,506,321.26 | 7.91% | [II. Non-Recurring Gains and Losses Items and Amounts](index=13&type=section&id=II.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section lists the company's non-recurring gains and losses items and their amounts for 2014, primarily including net profit/loss from subsidiaries under common control from the beginning of the period to the merger date and government grants, totaling **CNY 60,522,960.30** 2014 Non-Recurring Gains and Losses Items and Amounts | Item | 2014 Amount (CNY) | | :--- | :--- | | Gains and Losses from Disposal of Non-Current Assets | -241,528.94 | | Government Grants Recognized in Current Profit/Loss | 4,035,783.37 | | Net Profit/Loss of Subsidiaries from Beginning of Period to Merger Date Arising from Business Combinations Under Common Control | 58,076,294.44 | | Other Non-Operating Income and Expenses Apart from the Above | -405,473.85 | | Less: Income Tax Impact | 371,972.18 | | Impact on Minority Interests (After Tax) | 570,142.54 | | Total | 60,522,960.30 | [Part IV Board of Directors' Report](index=15&type=section&id=Part%20IV%20Board%20of%20Directors%27%20Report) This section provides a comprehensive report from the Board of Directors, covering the company's operational overview, business analysis, financial status, core competencies, investment activities, future outlook, and corporate governance matters [I. Overview](index=15&type=section&id=I.%20Overview) In 2014, the company maintained steady operational development with improvements across key business segments, achieving year-on-year growth in operating revenue and net profit by expanding cable digital TV, HD interactive TV, and cable broadband services, alongside strengthening internal control management and completing the acquisition of Tianbao Network and Tianlong Network to expand user scale and market reach User Terminal Numbers at End of 2014 | Business Type | User Terminals (ten thousand units/households) | Increase from End of 2013 (ten thousand units/households) | | :--- | :--- | :--- | | Cable Digital TV User Terminals | 217.46 | 2.82 | | Interactive TV User Terminals | 86.23 | 5.84 | | HD Interactive TV User Terminals | 84.60 | 6.14 | | Pay Channel User Terminals | 11.40 | 3.06 | | Cable Broadband Paying Users | 25.57 | 3.81 | 2014 Key Financial Performance | Metric | Amount (CNY ten thousand) | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 131,568.51 | 1.35% | | Operating Profit | 21,887.85 | 14.34% | | Total Profit | 22,260.62 | 9.88% | | Net Profit Attributable to Shareholders of Listed Company | 21,487.71 | 13.73% | - The company completed the acquisition of 100% equity in Tianbao Network and Tianlong Network, which are now wholly-owned subsidiaries, with business integration continuously progressing[38](index=38&type=chunk) [II. Analysis of Principal Business](index=15&type=section&id=II.%20Analysis%20of%20Principal%20Business) This section provides a detailed analysis of the company's three principal businesses—cable digital TV, cable broadband, and program transmission—for 2014, covering their operational status, revenue composition, costs, expenses, and R&D expenditures, demonstrating steady business growth through optimized marketing strategies, enriched content, technological innovation, and network integration [(1) Cable Digital TV Business](index=15&type=section&id=%281%29%20Cable%20Digital%20TV%20Business) The company expanded its basic user base by adjusting its urban village user acquisition strategy, cooperating with government crackdowns on illegal equipment, and broadening marketing channels; for value-added services, it added 8 new HD channels, offering 38 HD live and 170 SD live channels, enriched video-on-demand products, launched multiple commercial and public service programs, and reached **862,300 interactive TV user terminals** - In 2014, the company's cable digital TV user terminals totaled **2.1746 million**, including Tianbao Network and Tianlong Network[39](index=39&type=chunk) - The company added 8 new HD broadcast TV channels, including CCTV-2, now offering **38 HD live and 170 SD live channels**[39](index=39&type=chunk) - The Video-on-Demand (VOD) library has been built with SD content of **12,500 hours online and 50,000 hours in stock**, and HD content of **21,200 hours online and 25,000 hours in stock**[39](index=39&type=chunk) - As of the end of December 2014, interactive TV user terminals reached **862,300**, with HD interactive TV user terminals at **846,000**, accounting for **38.9%** of total cable digital TV user terminals[40](index=40&type=chunk) [(2) Cable Broadband Business](index=16&type=section&id=%282%29%20Cable%20Broadband%20Business) In 2014, the company implemented new marketing strategies, enhancing product competitiveness and increasing user stickiness through bandwidth upgrades, price reductions, and monthly promotional activities; as of December 31, 2014, cable broadband paying users reached **255,700 households**, an increase of **38,100 households** from the end of the previous year - The company enhanced its broadband business competitiveness through marketing activities such as "New Year's Gift," "Topway Broadband Major Upgrade," large bandwidth product price adjustments, and summer promotions[40](index=40&type=chunk) - As of December 31, 2014, the company's cable broadband paying users totaled **255,700 households**, an increase of **38,100 households** from the end of the previous year[41](index=41&type=chunk) [(3) Program Transmission Business](index=16&type=section&id=%283%29%20Program%20Transmission%20Business) During the reporting period, the company transmitted **49 domestic and international program reception channels** in accordance with a supplementary agreement signed with Shenzhen Media Group, achieving **CNY 88.9 million** in program transmission fee revenue for the year - In 2014, the company transmitted **49 domestic and international program reception channels** for Shenzhen Media Group's exclusive operation of terrestrial transmission services[41](index=41&type=chunk) 2014 Program Transmission Fee Revenue | Item | Amount (CNY ten thousand) | | :--- | :--- | | Program Transmission Fee Revenue | 8,890 | [2. Revenue](index=16&type=section&id=2.%20Revenue) In 2014, the company's operating revenue was **CNY 1.3156851 billion**, a year-on-year increase of **1.35%**, with the top five customers accounting for **10.97%** of total annual sales, and Shenzhen Media Group being the largest customer 2014 Operating Revenue | Metric | Amount (CNY) | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 1,315,685,093.55 | 1.35% | 2014 Top Five Customer Sales | No. | Customer Name | Sales Amount (CNY) | % of Total Annual Sales | | :--- | :--- | :--- | :--- | | 1 | Shenzhen Media Group | 105,408,843.13 | 8.01% | | 2 | Guangdong Broadcast and Television Network Co., Ltd. | 13,580,528.30 | 1.03% | | 3 | Shenzhen Huaxia Vision Media Co., Ltd. | 11,753,060.38 | 0.89% | | 4 | Guangdong Cable Broadcast and Television Network Co., Ltd. | 8,743,885.27 | 0.66% | | 5 | Shaanxi Broadcast and Television Network Media (Group) Co., Ltd. | 4,795,807.90 | 0.36% | | Total | -- | 144,282,124.98 | 10.97% | [3. Costs](index=17&type=section&id=3.%20Costs) In 2014, the company's operating cost was **CNY 830.731 million**, a year-on-year increase of **1.58%**, with the top five suppliers accounting for **66.21%** of total annual purchases 2014 Operating Costs | Industry Classification | Item | 2014 Amount (CNY) | % of Operating Costs | 2013 Amount (CNY) | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Cable TV Industry | Operating Costs | 830,730,994.39 | 100.00% | 817,829,821.16 | 1.58% | 2014 Top Five Supplier Purchases | Metric | Amount (CNY) | | :--- | :--- | | Total Purchase Amount from Top Five Suppliers | 169,759,363.23 | | % of Total Annual Purchases | 66.21% | [4. Expenses](index=17&type=section&id=4.%20Expenses) In 2014, selling expenses and administrative expenses both saw slight increases, while financial expenses significantly decreased by **90.60%** year-on-year, primarily due to increased interest income, and income tax expenses decreased by **11.55%** year-on-year 2014 Changes in Expenses | Expense Type | 2014 Amount (CNY) | YoY Change | | :--- | :--- | :--- | | Selling Expenses | 84,271,361.73 | 0.73% | | Administrative Expenses | 171,793,731.12 | 1.96% | | Financial Expenses | -10,948,154.45 | -90.60%（primarily due to increased interest income） | | Income Tax Expenses | 4,629,484.96 | -11.55% | [5. R&D Expenditures](index=17&type=section&id=5.%20R%26D%20Expenditures) In 2014, the company's R&D expenditure was **CNY 30.8251 million**, accounting for **2.34%** of operating revenue, primarily focused on smart HD projects (including set-top boxes, APP, app stores, new media content aggregation platforms, hotel systems, etc.) and the integration of Tianbao and Tianlong companies' business and support systems, with the company receiving multiple invention patent acceptance notices during the reporting period R&D Expenditure Situation | Metric | 2014 (CNY ten thousand) | 2013 (CNY ten thousand) | 2012 (CNY ten thousand) | | :--- | :--- | :--- | :--- | | Operating Revenue | 131,568.51 | 129,817.42 | 126,779.76 | | R&D Expenditure | 3,082.51 | 5,618.64 | 2,538.00 | | % of Revenue | 2.34% | 4.33% | 2% | - In 2014, R&D efforts primarily focused on smart HD projects (smart HD set-top boxes, APP software development, app stores, new media content aggregation platforms, hotel systems) and the unification of Tianbao and Tianlong companies' business and support systems[48](index=48&type=chunk) - The company received multiple new invention patent acceptance notices in 2014, such as "Interaction Method and Device for Set-top Box and Smart Mobile Terminal" and "A Content Aggregation System Based on Digital TV"[51](index=51&type=chunk)[53](index=53&type=chunk) [6. Cash Flow](index=19&type=section&id=6.%20Cash%20Flow) In 2014, the company's net cash flow from operating activities significantly increased by **24.51%**, reaching **CNY 670.0029 million**; cash inflow from investing activities increased by **175.09%** year-on-year, primarily due to increased government grants, while cash inflow from financing activities decreased by **100%** year-on-year, mainly due to the previous period's receipt of shareholder investments from subsidiaries 2014 Cash Flow Situation | Item | 2014 Amount (CNY) | 2013 Amount (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 670,002,878.10 | 538,097,605.60 | 24.51% | | Subtotal of Cash Inflows from Investing Activities | 7,671,433.78 | 2,788,701.05 | 175.09% | | Net Cash Flow from Investing Activities | -328,894,887.42 | -277,265,345.15 | 18.62% | | Subtotal of Cash Inflows from Financing Activities | 0 | 11,331,978.00 | -100.00% | | Net Cash Flow from Financing Activities | -51,038,975.75 | -21,508,022.00 | 137.30% | | Net Increase in Cash and Cash Equivalents | 290,071,423.45 | 239,305,804.43 | 21.21% | - Cash inflow from investing activities increased by **175.09%** year-on-year, primarily due to increased government grants received[55](index=55&type=chunk) - Cash inflow from financing activities decreased by **100%** year-on-year, mainly due to the previous period's receipt of shareholder investments from subsidiaries[55](index=55&type=chunk) [III. Composition of Principal Business](index=19&type=section&id=III.%20Composition%20of%20Principal%20Business) The company's principal business is cable TV services, with operating revenue of **CNY 1.2987535 billion** in 2014, operating costs of **CNY 825.0768 million**, and a gross profit margin of **36.47%**, showing a slight year-on-year increase, with all revenue derived from the domestic market 2014 Principal Business Composition | Category | Operating Revenue (CNY) | Operating Costs (CNY) | Gross Profit Margin | YoY Change in Operating Revenue | YoY Change in Operating Costs | YoY Change in Gross Profit Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cable TV Services | 1,298,753,473.97 | 825,076,759.05 | 36.47% | 1.51% | 1.41% | 0.06% | | Domestic | 1,298,753,473.97 | 825,076,759.05 | 36.47% | 1.51% | 1.41% | 0.06% | [IV. Analysis of Assets and Liabilities](index=20&type=section&id=IV.%20Analysis%20of%20Assets%20and%20Liabilities) This section analyzes significant changes in the company's assets and liabilities at the end of 2014, noting an increase in the proportion of monetary funds to total assets and a decrease in other current liabilities due to the transfer of government grants [1. Significant Changes in Asset Items](index=20&type=section&id=1.%20Significant%20Changes%20in%20Asset%20Items) At the end of 2014, the company's monetary funds increased by **7.72%** to **41.04%** of total assets, while the proportions of accounts receivable, investment properties, fixed assets, and construction in progress to total assets all decreased 2014 Year-End Asset Item Changes | Item | Amount at End of 2014 (CNY) | % of Total Assets | Amount at End of 2013 (CNY) | % of Total Assets | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 1,246,751,990.42 | 41.04% | 930,836,061.04 | 33.32% | 7.72% | | Accounts Receivable | 38,886,477.68 | 1.28% | 56,798,845.10 | 2.03% | -0.75% | | Investment Properties | 52,602,704.55 | 1.73% | 53,776,114.23 | 1.93% | -0.20% | | Fixed Assets | 823,579,598.78 | 27.11% | 790,406,866.97 | 28.30% | -1.19% | | Construction in Progress | 205,203,283.40 | 6.76% | 207,027,292.93 | 7.41% | -0.65% | [2. Significant Changes in Liability Items](index=20&type=section&id=2.%20Significant%20Changes%20in%20Liability%20Items) At the end of 2014, the company's other current liabilities decreased by **0.07%** as a proportion of total assets, primarily due to the transfer of government grants 2014 Year-End Liability Item Changes | Item | Amount at End of 2014 (CNY) | % of Total Assets | Amount at End of 2013 (CNY) | % of Total Assets | % Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Other Current Liabilities | 1,886,167.04 | 0.06% | 3,744,583.37 | 0.13% | -0.07% | Due to transfer of government grants | [V. Analysis of Core Competencies](index=20&type=section&id=V.%20Analysis%20of%20Core%20Competencies) The company's core competencies include its high-quality cable TV network and excellent network maintenance capabilities, leading operational capabilities and service quality, rich content resources, and significantly enhanced user scale and market reach achieved through the acquisition of Tianbao Network and Tianlong Network - The company possesses a high-quality cable TV network and excellent network maintenance capabilities, capable of providing **100M internet broadband access services**[62](index=62&type=chunk) - The company maintains a leading position in operational capabilities and service quality within the industry, with the rich development of value-added services laying the foundation for business expansion[62](index=62&type=chunk) - The controlling subsidiary, Tianhua Century Media, possesses rich content resources, solidifying the company's content and operational service advantages[63](index=63&type=chunk) - The acquisition of Tianbao Network and Tianlong Network was completed, extending the user scale and market scope to the entire city of Shenzhen, laying a foundation for business growth[63](index=63&type=chunk) [VI. Analysis of Investment Status](index=21&type=section&id=VI.%20Analysis%20of%20Investment%20Status) This section analyzes the company's investment status, including external equity investments, entrusted wealth management, derivative investments, entrusted loans, and the operating performance of major subsidiaries and associates; during the reporting period, the company completed the acquisition of Tianbao Network and Tianlong Network, expanding its business regions and market share [1. External Equity Investment Status](index=21&type=section&id=1.%20External%20Equity%20Investment%20Status) During the reporting period, the company invested in and acquired 100% equity in Shenzhen Tianbao Broadcast and Television Network Co., Ltd. and Shenzhen Tianlong Broadcast and Television Network Co., Ltd. to enhance profitability and expand development space; the company did not hold equity in financial enterprises, securities investments, or other listed company equities External Investment Status During Reporting Period | Name of Investee Company | Principal Business | % of Equity Held by Listed Company in Investee | | :--- | :--- | :--- | | Shenzhen Tianbao Broadcast and Television Network Co., Ltd. | Broadcast and television network construction, broadcast and television transmission business | 100.00% | | Shenzhen Tianlong Broadcast and Television Network Co., Ltd. | Broadcast and television network construction, broadcast and television transmission business | 100.00% | - The company did not hold equity in financial enterprises, securities investments, or other listed company equities during the reporting period[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) [2. Entrusted Wealth Management, Derivative Investments, and Entrusted Loans](index=21&type=section&id=2.%20Entrusted%20Wealth%20Management%2C%20Derivative%20Investments%2C%20and%20Entrusted%20Loans) The company had no entrusted wealth management, derivative investments, or entrusted loans during the reporting period - The company had no entrusted wealth management during the reporting period[68](index=68&type=chunk) - The company had no derivative investments during the reporting period[69](index=69&type=chunk) - The company had no entrusted loans during the reporting period[70](index=70&type=chunk) [3. Analysis of Major Subsidiaries and Associates](index=22&type=section&id=3.%20Analysis%20of%20Major%20Subsidiaries%20and%20Associates) This section details the financial data and operating performance of the company's major subsidiaries and associates, including Tianbao Network, Tianlong Network, Topway Network Engineering, Topway Advertising, Diweite, Topway Data, and Tianhua Century Media; during the reporting period, Tianbao Network and Tianlong Network became wholly-owned subsidiaries, contributing positively to the company's performance Major Subsidiaries' Financial Data (2014) | Company Name | Registered Capital (CNY) | Total Assets (CNY) | Net Assets (CNY) | Operating Revenue (CNY) | Operating Profit (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Tianbao Broadcast and Television Network Co., Ltd. | 100,000,000 | 484,430,554.94 | 416,917,901.13 | 199,600,571.72 | 41,961,435.38 | 41,909,206.03 | | Shenzhen Tianlong Broadcast and Television Network Co., Ltd. | 100,000,000 | 348,508,876.60 | 280,808,624.06 | 189,393,905.52 | 29,285,352.32 | 29,284,900.51 | | Shenzhen Topway Network Engineering Co., Ltd. | 10,000,000.00 | 40,629,210.45 | 29,184,290.66 | 71,297,781.23 | 7,616,875.35 | 5,601,150.21 | | Shenzhen Topway Advertising Co., Ltd. | 8,000,000.00 | 41,036,534.25 | 27,977,709.00 | 38,314,909.39 | 8,632,324.58 | 6,603,130.60 | | Shenzhen Diweite Culture Technology Co., Ltd. | 30,000,000.00 | 60,634,928.30 | 36,352,480.29 | 31,851,455.70 | -1,104,508.87 | 1,332,982.28 | | Shenzhen Topway Data Network Co., Ltd. | 15,000,000.00 | 19,115,163.90 | 18,325,002.17 | 22,000.00 | -929,095.89 | -929,231.38 | | Shenzhen Tianhua Century Media Co., Ltd. | 98,770,000.00 | 138,435,223.03 | 115,258,741.27 | 88,309,308.83 | 5,181,253.09 | 5,191,314.04 | | Shenzhen Zhuozhuang Network Co., Ltd. (Associate) | 83,600,000.00 | 422,092,998.10 | 381,510,507.70 | 147,586,888.75 | -3,261,806.07 | 17,832,191.97 | - During the reporting period, the company completed the acquisition of 100% equity in Tianbao Network and Tianlong Network through a share issuance for asset purchase, with both companies officially becoming wholly-owned subsidiaries, contributing positively to the company's operating performance[75](index=75&type=chunk)[76](index=76&type=chunk)[80](index=80&type=chunk) - Shenzhen Topway Data Network Co., Ltd. passed a resolution for dissolution and liquidation in 2012 and is currently still in liquidation[79](index=79&type=chunk) [4. Significant Non-Fundraising Investment Projects](index=26&type=section&id=4.%20Significant%20Non-Fundraising%20Investment%20Projects) The company's significant non-fundraising investment projects primarily include the cooperative construction of the "Shenzhen Cable TV Hub Building" project and the "Shenzhen Cable Information Transmission Building project," with cumulative actual investments totaling **CNY 15.6917 million** and **CNY 300.4579 million** respectively as of the end of the reporting period, both projects are under construction and have not yet generated revenue Significant Non-Fundraising Investment Projects | Project Name | Planned Total Investment (CNY ten thousand) | Investment in Current Reporting Period (CNY ten thousand) | Cumulative Actual Investment as of End of Reporting Period (CNY ten thousand) | Project Progress | Project Revenue Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Cooperative Construction of "Shenzhen Cable TV Hub Building" Project | 24,000 | 714.71 | 1,569.17 | N/A | N/A | | Shenzhen Cable Information Transmission Building Project | 53,610.83 | 3,398.56 | 30,045.79 | N/A | N/A | | Total | 77,610.83 | 4,113.27 | 31,614.96 | -- | -- | [VII. Special Purpose Entities Controlled by the Company](index=27&type=section&id=VII.%20Special%20Purpose%20Entities%20Controlled%20by%20the%20Company) The company had no special purpose entities under its control during the reporting period - The company had no special purpose entities under its control during the reporting period[83](index=83&type=chunk) [VIII. Outlook on the Company's Future Development](index=27&type=section&id=VIII.%20Outlook%20on%20the%20Company%27s%20Future%20Development) The company anticipates future industry development trends, facing competition from telecom and internet video service providers, but possesses advantages in network, technology, content, and scale; the company has formulated its 2015 operating plan and key initiatives, aiming to reshape core competitiveness through network integration, product upgrades, business platformization, industry chain extension, and management innovation, while also outlining future development risks and countermeasures [(I) Industry Development Trends and Competitive Landscape](index=27&type=section&id=%28I%29%20Industry%20Development%20Trends%20and%20Competitive%20Landscape) Digital TV user growth is slowing, but HD user growth is accelerating, with businesses tending towards integrated development; direct broadcast satellite user growth is accelerating; OTT TV breaks network transmission boundaries, leading to diversified video terminal development. The company faces intense competition from telecom and internet video service providers but possesses advantages in network, technology, content, and scale - Digital TV user growth is slowing, but HD user growth is accelerating, with businesses tending towards integrated development[83](index=83&type=chunk) - By the end of 2014, national direct broadcast satellite users reached **45 million households**, with "Household-to-Household" users exceeding **20.15 million households**, an increase of over **30%**[83](index=83&type=chunk) - OTT TV breaks traditional network transmission boundaries, leading to diversified video terminal development, posing a challenge to traditional cable TV operators[83](index=83&type=chunk) - The company's competitive advantages include: high-quality cable TV network and **100M access services** (network advantage), leading technical R&D capabilities (technology advantage), rich content resources from Tianhua Century Media (content advantage), and enhanced user scale after acquiring Tianbao and Tianlong Networks (scale advantage)[84](index=84&type=chunk) [(II) Topway Company's 2015 Operating Plan](index=28&type=section&id=%28II%29%20Topway%20Company%27s%202015%20Operating%20Plan) In 2015, the company plans to achieve operating revenue of **CNY 1.3704 billion**, a year-on-year increase of **4.16%**; total profit of **CNY 256 million**, a year-on-year increase of **15.00%**; and net profit attributable to shareholders of the listed company of **CNY 243.51 million**, a year-on-year increase of **13.32%**. The company will leverage the integration of Tianbao and Tianlong as an opportunity to reshape its core competitiveness through network integration, product upgrades, informatization construction, business platformization, and industry chain extension 2015 Operating Targets (Forecast) | Metric | Planned Amount (CNY ten thousand) | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 137,040 | 4.16% | | Total Profit | 25,600 | 15.00% | | Net Profit Attributable to Shareholders of Listed Company | 24,351.00 | 13.32% | - The company will leverage the integration of Tianbao and Tianlong companies as an opportunity to achieve scaled operations through network integration and capital operations, and precise operations through product upgrades and informatization construction[85](index=85&type=chunk) [(III) Key Initiatives for the Company in 2015](index=28&type=section&id=%28III%29%20Key%20Initiatives%20for%20the%20Company%20in%202015) Key initiatives for the company in 2015 include promoting the integration of digital TV and broadband services, accelerating network upgrades and transformations, developing new IoT and smart living businesses, building wireless networks, strengthening capital operations and external cooperation, management innovation, and constructing an IP-based cable TV B platform - Promote the "Million HD Action" and "Broadband 20M Free Upgrade Action" to strengthen and expand the two principal businesses of cable digital TV and cable broadband[85](index=85&type=chunk) - Accelerate the upgrade and two-way transformation of cable TV networks in Bao'an, Longgang, and other areas, promoting integrated business operations between the company and Tianbao Network, and Tianlong Network[86](index=86&type=chunk) - Vigorously promote new businesses centered on IoT and smart living, cultivating new profit growth points[86](index=86&type=chunk) - Strengthen capital operations and external cooperation, extend the industry chain, and break through the limitations of a single principal business and geographical restrictions[86](index=86&type=chunk) [(IV) Development Risks and Countermeasures](index=28&type=section&id=%28IV%29%20Development%20Risks%20and%20Countermeasures) The company faces risks from concentrated revenue sources, industry competition, market saturation, financial related-party transactions, technological upgrades, and policy changes; it will address these by strengthening value-added business development, optimizing products, standardizing related-party transactions, increasing R&D investment, and seeking tax incentives - Revenue sources are concentrated in cable TV subscription, cable broadband, and program transmission; the company will strengthen value-added business development to explore new businesses and markets[86](index=86&type=chunk) - Facing intense competition from IPTV, internet video, and other broadband operators, the company will optimize its organizational structure, launch integrated products, and enhance user experience and content differentiation[86](index=86&type=chunk)[87](index=87&type=chunk) - The Shenzhen market is nearing saturation; the company will strive to develop existing users, enrich value-added service offerings, and explore technological innovation and capital cooperation[87](index=87&type=chunk) - Frequent related-party transactions exist with the major shareholder; the company has established and strictly implements related-party transaction decision-making procedures and avoidance systems to ensure fairness[88](index=88&type=chunk) - "Triple play" integration accelerates network upgrades; the company will continue to increase R&D investment and collaborate with external institutions to enhance independent innovation capabilities[89](index=89&type=chunk) - Changes in tax policies could impact operating performance; the company and its subsidiaries benefit from corporate income tax and VAT preferential policies and will continue to monitor policy changes[90](index=90&type=chunk) [IX. Explanation by the Board of Directors and Supervisory Board on "Non-Standard Audit Report" from Accounting Firm for the Current Period](index=29&type=section&id=IX.%20Explanation%20by%20the%20Board%20of%20Directors%20and%20Supervisory%20Board%20on%20%22Non-Standard%20Audit%20Report%22%20from%20Accounting%20Firm%20for%20the%20Current%20Period) The company had no non-standard audit reports issued by its accounting firm during the reporting period - The company had no non-standard audit reports issued by its accounting firm during the reporting period[91](index=91&type=chunk) [X. Explanation of Changes in Accounting Policies, Accounting Estimates, and Accounting Methods Compared to the Previous Year's Financial Report](index=29&type=section&id=X.%20Explanation%20of%20Changes%20in%20Accounting%20Policies%2C%20Accounting%20Estimates%2C%20and%20Accounting%20Methods%20Compared%20to%20the%20Previous%20Year%27s%20Financial%20Report) The company changed its accounting policies in accordance with the Enterprise Accounting Standards revised and newly issued by the Ministry of Finance in 2014, primarily involving the reclassification of some long-term equity investments to available-for-sale financial assets and the reclassification of asset-related government grants to deferred income, with retrospective adjustments - The company implemented the "Enterprise Accounting Standard No. 2 – Long-term Equity Investments (Revised)," "Enterprise Accounting Standard No. 9 – Employee Benefits (Revised)," "Enterprise Accounting Standard No. 30 – Presentation of Financial Statements (Revised)," and other standards issued by the Ministry of Finance in 2014[91](index=91&type=chunk)[95](index=95&type=chunk) - In accordance with "Enterprise Accounting Standard No. 2 – Long-term Equity Investments (Revised)," investments in investees where the company does not have joint control or significant influence and whose fair value cannot be reliably measured were reclassified from long-term equity investments to available-for-sale financial assets, with retrospective adjustments[92](index=92&type=chunk) Impact of Accounting Policy Changes on Balance Sheet Items as of December 31, 2013 | Balance Sheet Item | Impact Amount (CNY) | | :--- | :--- | | Long-term Equity Investments | -13,000,000.00 | | Available-for-sale Financial Assets | 13,000,000.00 | - In accordance with "Enterprise Accounting Standard No. 30 – Presentation of Financial Statements (Revised)," the year-end balance of asset-related government grants was reclassified from other non-current liabilities to deferred income, with retrospective adjustments[92](index=92&type=chunk) Impact of Accounting Policy Changes on Balance Sheet Items as of December 31, 2013 | Balance Sheet Item | Impact Amount (CNY) | | :--- | :--- | | Deferred Income | 45,133,048.01 | | Other Non-Current Liabilities | -45,133,048.01 | [XI. Explanation of Significant Accounting Error Corrections Requiring Retrospective Restatement During the Reporting Period](index=30&type=section&id=XI.%20Explanation%20of%20Significant%20Accounting%20Error%20Corrections%20Requiring%20Retrospective%20Restatement%20During%20the%20Reporting%20Period) The company had no significant accounting error corrections requiring retrospective restatement during the reporting period - The company had no significant accounting error corrections requiring retrospective restatement during the reporting period[93](

深圳市天威视讯股份有限公司 2014 年第三季度报告正文 1 深圳市天威视讯股份有限公司 2014 年第三季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存在虚 假记载、误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 除下列董事外，其他董事亲自出席了审议本次季报的董事会会议 | 未亲自出席董事姓名 | 未亲自出席董事职务 | 未亲自出席会议原因 | 被委托人姓名 | | --- | --- | --- | --- | | 尚育农 | 董事 | 工作原因 | 钟林 | | 宋建武 | 独立董事 | 工作原因 | 王匡 | 公司负责人郑鼎文、主管会计工作负责人龙云及会计机构负责人(会计主管人员)吕成业声明：保证季 度报告中财务报表的真实、准确、完整。 2 证券代码：002238 证券简称：天威视讯 公告编号：2014-041 深圳市天威视讯股份有限公司 2014 年第三季度报告正文 深圳市天威视讯股份有限公司 2014 年第三季度报告正文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调 ...

深圳市天威视讯股份有限公司 2014 年半年度报告全文 深圳市天威视讯股份有限公司 2014 年半年度报告 2014 年 08 月 1 深圳市天威视讯股份有限公司 2014 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和 连带的法律责任。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 公司负责人郑鼎文、主管会计工作负责人龙云及会计机构负责人(会计主管 人员)吕成业声明：保证本半年度报告中财务报告的真实、准确、完整。 2 除下列董事外，其他董事亲自出席了审议本次半年报的董事会会议 未亲自出席董事姓名 未亲自出席董事职务 未亲自出席会议原因 被委托人姓名 郑彦 董事 工作原因 钟林 马骏 独立董事 工作原因 张建军 | 目录 | | --- | | 2014 | 半年度报告 1 | | --- | --- | | 第一节 | 重要提示、目录和释义 2 | | 第二节 | 公司简介 5 | | 第三节 | 会计数据和财务指标摘要 7 | | 第四节 | 董事会报告 9 | ...

深圳市天威视讯股份有限公司 2014 年第一季度报告正文 证券代码：002238 证券简称：天威视讯 公告编号：2014-021 深圳市天威视讯股份有限公司 2014 年第一季度报告正文 1 深圳市天威视讯股份有限公司 2014 年第一季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 公司负责人吕建杰、主管会计工作负责人龙云及会计机构负责人(会计主管 人员)吕成业声明：保证季度报告中财务报表的真实、准确、完整。 2 深圳市天威视讯股份有限公司 2014 年第一季度报告正文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 3 深圳市天威视讯股份有限公司 2014 年第一季度报告正文 二、报告期末股东总数及前十名股东持股情况表 | | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | --- | --- | --- | --- ...

Dividend and Profit Distribution - The company plans to distribute a cash dividend of 1.00 RMB per 10 shares to all shareholders based on the total share capital as of December 31, 2013[4]. - The company reported a cash dividend of CNY 32,040,000 for 2013, which represents 22.37% of the net profit attributable to shareholders[95]. - The company has a cash dividend policy that mandates at least 10% of the annual distributable profit to be distributed as cash dividends[91]. - The company has a profit distribution policy that ensures cash dividends account for at least 80% of the total profit distribution when in a mature development stage[94]. - The remaining profit after statutory surplus reserve is CNY 116,527,132.74, with the undistributed profit at the end of 2013 being CNY 764,901,112.43 after distributing CNY 32,040,000.00 in cash dividends[96]. - The company has maintained a stable cash dividend policy, distributing CNY 32,040,000.00 to shareholders, which is CNY 1.00 per 10 shares[96]. Financial Performance - The company achieved operating revenue of CNY 929,999,895.88 in 2013, representing a year-on-year increase of 3.34%[30]. - The net profit attributable to shareholders reached CNY 143,218,905.26, up 12.16% compared to the previous year[30]. - The company reported a total operating revenue of CNY 911,740,591.95 in the cable television sector, representing a year-on-year increase of 3.08%[52]. - The net profit after deducting non-recurring gains and losses was CNY 137,452,358.52, a 13.3% increase from the previous year[30]. - The company achieved a net profit completion rate of 107.16% against its annual target for 2013[40]. - The company reported a slight decline in cable TV users in 2012, with a focus on expanding broadband services to improve user engagement and revenue[104]. - The company reported a net cash flow from operating activities of CNY 348,638,444.03, a decrease of 3.49% from the previous year[30]. - The company achieved a net increase in cash and cash equivalents of CNY 94,105,583.65, a significant increase of 2,381.37% year-on-year[50]. - The company’s gross profit margin in the cable television sector was 40.13%, which is an increase of 1.08% compared to the previous year[52]. - The company reported a net profit margin of 12%, which is an improvement from 10% in the previous year[197]. User Growth and Market Expansion - The number of interactive TV user terminals increased by 23,900, with high-definition interactive TV terminals rising by 26,900[35]. - The number of cable broadband paying users grew by 24,300, reaching a total of 217,600 users[35]. - The number of high-definition interactive TV users reached 439,000 by the end of 2013, accounting for 39.08% of the total cable digital TV user terminals, with a penetration rate increase of 2.68% compared to 2012[38]. - The company plans to significantly increase the number of registered cable digital TV user terminals following the completion of acquisitions of Tianbao Network and Tianlong Network in 2014[38]. - The company is focusing on expanding its user base in the Shenzhen area, particularly in Bao'an and Longgang districts, while exploring cross-regional development opportunities[104]. - The company plans to launch the "Watch Anywhere" service based on OTT technology in 2014, extending its television services to various smart terminal screens[79]. - The company is actively pursuing the restructuring of cable network assets outside Shenzhen to facilitate user growth[99]. - The company plans to enhance user retention by launching a series of value-added services and innovative offerings, particularly focusing on high-definition interactive users[82]. Strategic Acquisitions and Partnerships - The company completed the acquisition of Tianbao Network and Tianlong Network, aiming to establish a comprehensive multimedia information service platform across Shenzhen, enhancing operational scale and network coverage[15]. - The company plans to complete the acquisition of Tianbao Network and Tianlong Network in 2014, which is expected to significantly increase its user base and market reach[57]. - The company is focusing on developing value-added services and expanding its market presence to mitigate risks associated with market saturation in the Shenzhen region[16]. - The company is exploring strategic partnerships with internet video companies to enhance its interactive platform[103]. - The company has initiated the acquisition of Tianbao Network and Tianlong Network, which is expected to significantly increase its user base[75]. Technological Innovation and R&D - The company emphasizes technological innovation and has established partnerships with key industry players to enhance its R&D capabilities and adapt to future market needs[21]. - Research and development expenses for 2013 amounted to ¥56.19 million, which is 6.04% of the total revenue, up from 2.82% in 2012[46]. - The company has developed a multi-service terminal supporting cable digital TV, internet access, and Wi-Fi home coverage, enhancing its three-network integration capabilities[46]. - The company is committed to continuous innovation, focusing on technology, business, and organizational process improvements to drive growth[98]. - The company plans to invest in OTT, WIFI network construction, and network upgrades in its 2013 capital expenditure budget[102]. - The company is focusing on the development of HD interactive services as a key growth driver[102]. Competition and Market Challenges - The company faced competition from IPTV and internet video services, which have been rapidly gaining market share, leading to potential user attrition in traditional cable services[12]. - The company is focusing on expanding its network and developing value-added services to mitigate risks associated with concentrated revenue sources[81]. - The company is facing market saturation in its primary business area, which may limit new user growth and impact revenue from basic viewing maintenance fees[84]. - The main competitor in the broadband sector is China Telecom[103]. Related Party Transactions and Governance - The company engaged in related party transactions amounting to 120.08 million RMB with its controlling shareholder, Shenzhen Broadcasting Group, in 2013[19]. - The company has reported a total of 12,007.61 million yuan in related party transactions during the reporting period, which is within the expected range of 12,235.17 million yuan[117]. - The company has committed to ensuring that its governance structure, including the shareholders' meeting and board of directors, operates independently and in accordance with national laws[163]. - The company has established a management control system for undisclosed information to prevent insider trading and ensure compliance with regulatory requirements[169]. - The company is committed to transparency in related party transactions, adhering to legal regulations and ensuring fair market pricing[169]. Future Outlook and Strategic Initiatives - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 25% based on new product launches and market expansion strategies[199]. - The company aims to enhance its communication capabilities, develop satellite TV, create quality content, and innovate in media integration and industry optimization as part of its strategic initiatives[193]. - Future guidance includes a focus on sustainable practices, aiming for a 30% reduction in carbon emissions by 2025[198]. - The management team emphasized the importance of digital transformation, with plans to invest 150 million RMB in digital infrastructure[200]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share within the next two years[197].