Important Notice, Table of Contents, and Definitions This section provides important notices, clarifies forward-looking statements, and outlines key risks, alongside defining essential terms for report comprehension Important Notice and Risk Factors This chapter emphasizes the report's truthfulness, clarifies forward-looking statements, and details key risks such as new product expansion, policy changes, trade disputes, margin decline, technology upgrades, and potential dilution - The company faces six major risks - New Product Expansion Risk: New products like LiDAR are in mass production but face customer uncertainty and order instability34 - Industry Policy and Development Risk: Company performance is highly correlated with global telecom and data center capital expenditures; a slowdown in downstream demand could adversely affect performance5 - International Trade Dispute Risk: High overseas revenue (top client over 50% in 2023) and reliance on imported raw materials and equipment expose the company to trade policy changes impacting procurement and sales5 - Product Gross Margin Decline Risk: Intense industry competition and declining product prices, coupled with higher initial costs at the Thailand factory, may lead to a decrease in gross margin56 - Product Technology Upgrade Risk: Rapid iteration of new technologies like AI and silicon photonics poses a risk of product obsolescence if core technologies are not upgraded promptly6 - Immediate Return Dilution Risk: The long construction period of the 2021 private placement project may lead to a short-term decline in earnings per share and return on net assets7 Definitions This chapter defines key professional terms and abbreviations, including regulatory bodies, associated entities, and critical optical communication technologies, providing a foundational understanding of the report Company Profile and Key Financial Indicators This section presents the company's basic profile and highlights its significant financial performance and key indicators for the reporting period Company Profile This chapter provides essential company information, including its stock name, code, full names, legal representative, and contact details, noting registration changes during the reporting period - The company's stock abbreviation is 'Tianfu Communications', with stock code 300394, listed on the Shenzhen Stock Exchange13 Key Accounting Data and Financial Indicators The company achieved explosive growth in H1 2024, with revenue up 134.27% to RMB 1.556 billion and net profit attributable to shareholders surging 177.20% to RMB 654 million, indicating strong profitability Key Financial Performance | Indicator | Current Period | Prior Year Same Period | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (RMB) | 1,555,952,429.46 | 664,170,359.25 | 134.27% | | Net Profit Attributable to Shareholders (RMB) | 654,195,158.60 | 236,001,248.00 | 177.20% | | Net Cash Flow from Operating Activities (RMB) | 480,197,801.31 | 289,444,780.53 | 65.90% | | Basic Earnings Per Share (RMB/share) | 1.1824 | 0.5986 | 97.53% | | Weighted Average Return on Net Assets | 18.83% | 8.58% | Increased by 10.25 percentage points | | Indicator | End of Current Period | End of Prior Year | YoY Change | | Total Assets (RMB) | 4,359,433,189.52 | 3,898,223,252.92 | 11.83% | | Net Assets Attributable to Shareholders (RMB) | 3,503,220,043.75 | 3,192,524,118.67 | 9.73% | Non-recurring Gains and Losses and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to RMB 12.98 million, primarily comprising government subsidies and financial asset-related gains Non-recurring Gains and Losses | Item | Amount (RMB) | | :--- | :--- | | Gains/Losses on Disposal of Non-current Assets | -242,548.34 | | Government Subsidies Included in Current Profit/Loss | 11,536,256.06 | | Gains/Losses from Financial Assets and Liabilities | 4,349,139.18 | | Other Non-operating Income and Expenses | -130,768.76 | | Less: Income Tax Impact | 2,376,330.51 | | Less: Impact of Minority Interests (After Tax) | 151,452.55 | | Total | 12,984,295.08 | Management Discussion and Analysis This section offers management's detailed discussion and analysis of the company's operations, financial condition, and investment activities Company's Main Business Activities During the Reporting Period The company operates as an optical device solution provider and advanced optical packaging manufacturer, expanding into new areas like LiDAR, driven by AI computing demand in H1 2024, with a global footprint and a 'production-to-order' model - The company has established two core business segments: optical device integrated solutions and advanced optical packaging services25 - The company has established a global network with dual headquarters in Suzhou and Singapore, R&D centers in Japan, Shenzhen, and Suzhou, and dual mass production bases in Jiangxi and Thailand31 H1 2024 Performance Overview | Dimension | H1 2024 Performance | | :--- | :--- | | Operating Revenue | RMB 1.556 billion, a 134.27% YoY increase | | Net Profit Attributable to Shareholders | RMB 654 million, a 177.20% YoY increase | | Q2 Revenue | RMB 824 million, a 12.66% QoQ increase | | Q2 Net Profit Attributable to Shareholders | RMB 375 million, a 34.58% QoQ increase | - During the reporting period, the company's R&D investment was RMB 112 million, accounting for 7.20% of operating revenue, a 76.64% YoY increase36 Analysis of Core Competencies The company's core competencies encompass corporate culture, vertical integration, rapid delivery, leading R&D, international layout, efficient operations, and strong market brand, supported by eight technology platforms and a global presence - The company has developed eight technology and innovation platforms, including WDM coupling, FA fiber array design and manufacturing, and TO-CAN/BOX chip packaging and testing, offering vertically integrated, one-stop product solutions51 - The company has established a global network, including dual headquarters in Suzhou and Singapore, multiple R&D centers (Suzhou, Japan, Shenzhen), and dual mass production bases (Jiangxi, Thailand), to meet global customer needs and ensure business continuity54 Analysis of Main Business The company's main business showed strong performance with significant revenue and profit growth, driven by AI-related high-speed optical device demand, while maintaining good cost control and increasing R&D and management expenses for strategic investments Key Financial Items and Changes | Item | Current Period (RMB) | Prior Year Same Period (RMB) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 1,555,952,429.46 | 664,170,359.25 | 134.27% | AI computing demand drove growth in high-speed optical device products | | Operating Cost | 657,057,165.23 | 325,713,842.37 | 101.73% | Increased in line with sales growth | | Administrative Expenses | 64,632,155.71 | 35,644,550.09 | 81.32% | Primarily due to accrual of equity incentive expenses | | R&D Investment | 112,089,366.88 | 63,456,523.31 | 76.64% | Increased R&D project investment and accrual of equity incentive expenses | | Net Cash Flow from Operating Activities | 480,197,801.31 | 289,444,780.53 | 65.90% | Increased cash collection from sales growth | | Net Cash Flow from Investing Activities | -321,729,984.59 | 358,084,314.48 | -189.85% | Changes in wealth management scale and YoY increase in fixed asset expenditures | | Net Cash Flow from Financing Activities | -272,023,279.70 | -124,987,503.26 | -117.64% | YoY increase in annual dividend payments | Operating Performance by Product/Service | By Product or Service | Operating Revenue (RMB) | Operating Cost (RMB) | Gross Margin | YoY Revenue Change | YoY Operating Cost Change | YoY Gross Margin Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Optical Passive Devices | 696,896,918.10 | 216,422,606.47 | 68.94% | 63.39% | 12.88% | 13.89% | | Optical Active Devices | 820,312,595.87 | 436,046,163.26 | 46.84% | 267.35% | 233.60% | 5.37% | Analysis of Assets and Liabilities As of the end of the reporting period, total assets reached RMB 4.36 billion, an 11.83% increase from the beginning of the year, with changes primarily in accounts receivable and trading financial assets due to sales growth and wealth management, while liabilities remained stable - Accounts receivable balance at period-end was RMB 655 million, a 54.15% increase from the beginning of the year, with its proportion of total assets rising from 10.89% to 15.02%, primarily due to sales growth64 - Trading financial assets balance at period-end was RMB 601 million, a 37.8% increase from the beginning of the year, primarily due to changes in the scale of bank wealth management products6465 Analysis of Investment Status During the reporting period, the company's investment activities focused on the 'High-Speed Optical Engine Project for 5G and Data Centers', which has utilized RMB 540 million of its RMB 777 million raised funds, reaching 69.50% completion, alongside significant investments in wealth management products Fundraising Project Investment Progress | Fundraising Project | Net Raised Funds (RMB 10k) | Cumulative Investment (RMB 10k) | Investment Progress | Estimated Completion Date | | :--- | :--- | :--- | :--- | :--- | | High-Speed Optical Engine Project for 5G and Data Centers | 77,704.67 | 54,006.28 | 69.50% | December 31, 2024 | - During the reporting period, the company engaged in entrusted wealth management using RMB 520 million of its own funds and RMB 270 million of raised funds, with a total outstanding balance of RMB 600 million at period-end85 Analysis of Major Holding and Participating Companies During the reporting period, core subsidiary Jiangxi Tianfu Technology Co., Ltd. significantly contributed with RMB 377 million in revenue and RMB 157 million in net profit, while the company plans to acquire the remaining minority stake in Suzhou Tianfu Zhixing Technology Co., Ltd. to achieve 100% ownership Key Subsidiary Financial Data | Subsidiary Name | Registered Capital (RMB) | Total Assets (RMB) | Net Assets (RMB) | Operating Revenue (RMB) | Net Profit (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangxi Tianfu Technology Co., Ltd. | 150,000,000.00 | 754,125,730.96 | 595,266,679.83 | 377,428,658.72 | 156,792,907.21 | - The company plans to acquire Mr. Zou Zhinong's 46.67% equity in Tianfu Zhixing for RMB 234 million using its own funds, aiming for 100% control upon completion, pending shareholder approval95 Corporate Governance This section details the company's corporate governance practices, including profit distribution and equity incentive plans Profit Distribution and Capital Reserve Conversion to Share Capital The board approved a H1 2024 profit distribution plan to pay a cash dividend of RMB 5 (tax inclusive) per 10 shares based on 553,911,681 shares, totaling RMB 277 million, with no stock dividends or capital reserve conversions, aligning with company policy H1 2024 Profit Distribution Plan | Distribution Plan | Details | | :--- | :--- | | Dividend per 10 shares (RMB, tax inclusive) | 5 | | Share Capital Base for Distribution Plan (shares) | 553,911,681 | | Cash Dividend Amount (RMB, tax inclusive) | 276,955,840.50 | | Proportion of Total Cash Dividend to Total Profit Distribution | 100.00% | Implementation of Equity Incentive Plans During the reporting period, the company continued its equity incentive plans, completing the listing of 764,424 shares for 178 grantees under the 2021 restricted stock plan's third vesting period, and adjusting grant prices and quantities for both 2021 and 2023 plans due to the 2023 equity distribution - 2021 Incentive Plan: The first batch of the third vesting period was completed, with 178 grantees receiving 764,400 shares, listed on May 22, 2024. Due to the 2023 dividend, the grant price for the remaining unvested portion was adjusted from RMB 21.29/share to RMB 14.49/share118 - 2023 Incentive Plan: Due to the 2023 dividend, the grant price (including reserved portion) was adjusted from RMB 39.66/share to RMB 27.61/share, and the initial grant quantity was adjusted from 2.503 million shares to 3.5042 million shares120 Environmental and Social Responsibility This section outlines the company's commitment and performance regarding environmental protection and social responsibilities Overview of Environmental and Social Responsibility The company and its subsidiaries are not key polluters and received no environmental penalties, demonstrating social responsibility through transparent information disclosure, consistent high cash dividends, comprehensive employee benefits, and active community engagement - The company and its subsidiaries are not classified as key polluting entities by environmental protection authorities and received no administrative penalties for environmental issues during the reporting period123124 - Since its listing, the company has consistently distributed cash dividends exceeding 40% of the net profit attributable to shareholders for ten consecutive years125 Significant Matters This section reports on significant events and material transactions that occurred during the reporting period Significant Related Party Transactions A significant related party transaction involved the company and its actual controller, Mr. Zou Zhinong, proportionally increasing the capital of 'Tianfu Zhixing' from RMB 351 million to RMB 501 million, maintaining the company's 53.33% stake, with a subsequent plan to acquire the remaining 46.67% for full ownership - On June 14, 2024, the company and its actual controller, Zou Zhinong, proportionally increased the capital of the controlled subsidiary 'Tianfu Zhixing', raising its registered capital from RMB 351 million to RMB 501 million134 - On August 14, 2024, the company's board approved a proposal to acquire Zou Zhinong's 46.67% equity in Tianfu Zhixing for RMB 234 million using its own funds, aiming for 100% control, pending shareholder approval135 Share Changes and Shareholder Information This section provides details on changes in the company's share capital and the status of its shareholders Share Changes During the reporting period, the company's total share capital increased from 395 million to 554 million shares, primarily due to the vesting of 764,424 shares from the 2021 equity incentive plan and a capital reserve conversion of 158 million shares (4 shares per 10), increasing unrestricted shares to 99.79% Share Capital Changes | Item | Before This Change | Increase/Decrease in This Change | After This Change | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 36,386,894 | -35,219,200 | 1,167,694 | | II. Unrestricted Shares | 358,499,883 | +194,244,104 | 552,743,987 | | III. Total Shares | 394,886,777 | +159,024,904 | 553,911,681 | - The main reasons for the increase in total shares are - Vesting of equity incentives, adding 764,424 shares144145 - Capital reserve conversion to share capital (4 shares per 10 shares), adding 158,260,480 shares144146 Shareholder Numbers and Shareholding Status As of the reporting period end, the company had 57,362 common shareholders, with Suzhou Tianfu Renhe Investment Management Co., Ltd. and overseas individual Zhu Guodong as the top two, holding 38.04% and 8.90% respectively, while Hong Kong Securities Clearing Company Limited held 3.09% - As of the end of the reporting period, the company had 57,362 common shareholders150 Top 5 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period-End | | :--- | :--- | :--- | :--- | | Suzhou Tianfu Renhe Investment Management Co., Ltd. | Domestic Non-State-Owned Legal Person | 38.04% | 210,714,328 | | Zhu Guodong | Overseas Natural Person | 8.90% | 49,324,505 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 3.09% | 17,140,383 | | E Fund ChiNext ETF | Other | 1.10% | 6,105,486 | | CSI 500 ETF | Other | 0.69% | 3,835,796 | Preferred Shares Information This section addresses any information pertinent to the company's preferred shares Preferred Shares Status The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period166 Bonds Information This section provides information regarding the company's bonds Bonds Status The company had no bonds during the reporting period - The company had no bonds during the reporting period167 Financial Report This section contains the complete financial statements and their accompanying notes for the reporting period Financial Statements This chapter presents the unaudited H1 2024 consolidated and parent company financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, showing significant growth in assets, revenue, and profit, with a stable financial position Key Items from Consolidated Income Statement | Key Items from Consolidated Income Statement | H1 2024 (RMB) | H1 2023 (RMB) | | :--- | :--- | :--- | | I. Total Operating Revenue | 1,555,952,429.46 | 664,170,359.25 | | III. Operating Profit | 743,538,666.13 | 267,351,933.92 | | V. Net Profit | 655,537,192.30 | 236,108,455.93 | | Net Profit Attributable to Parent Company Shareholders | 654,195,158.60 | 236,001,248.00 | Key Items from Consolidated Cash Flow Statement | Key Items from Consolidated Cash Flow Statement | H1 2024 (RMB) | H1 2023 (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 480,197,801.31 | 289,444,780.53 | | Net Cash Flow from Investing Activities | -321,729,984.59 | 358,084,314.48 | | Net Cash Flow from Financing Activities | -272,023,279.70 | -124,987,503.26 | | Net Increase in Cash and Cash Equivalents | -102,354,206.24 | 538,852,551.57 | Notes to Financial Statements The notes detail the company's background, financial statement preparation basis, significant accounting policies and estimates, and provide comprehensive explanations for key consolidated financial statement items, including revenue recognition, financial instruments, and long-term equity investments - The company's main business involves the R&D, mass production, and sales of high-speed optical devices, with application areas expanding from optical communications to LiDAR and beyond209 - Revenue recognition principles: domestic sales are recognized upon customer acceptance and reconciliation; for export sales, non-consignment models are based on the customs declaration export date, while consignment models are based on customer actual receipt and reconciliation completion266 - As of period-end, the book value of goodwill was RMB 29.6476 million, primarily from the acquisitions of Tianfu Precision and Polaris Optoelectronics, with no impairment provision made386387
天孚通信(300394) - 2024 Q2 - 季度财报