盈方微(000670) - 2014 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions Important Notice The company's board, supervisory board, and senior management guarantee the report's truthfulness and completeness, while the company plans no profit distribution for the period - Board, supervisory board, and senior management ensure report truthfulness, accuracy, and completeness, bearing legal responsibility[3] - 2014 semi-annual profit distribution plan includes no cash dividends, no bonus shares, and no capitalization from capital reserves[5] Definitions This section defines key terms, company abbreviations, and identifies the controlling shareholder and actual controller - Company name is Infotmic Microelectronics Co., Ltd., formerly known as Shunyuan Industrial Development Co., Ltd[10] - The company's actual controller is Chen Zhicheng, and the controlling shareholder is Shanghai Infotmic Microelectronics Technology Co., Ltd[10] Company Profile Company Basic Information and Changes This section details the company's basic information and significant changes, including a shift in business scope from real estate to integrated circuit chip R&D, design, and sales - Company stock abbreviation is “Infotmic”, stock code “000670”, listed on the Shenzhen Stock Exchange[13] - During the reporting period, the company's business scope significantly changed from real estate-related businesses to integrated circuit chip R&D, design, sales, and related technical services[19] Summary of Accounting Data and Financial Indicators Key Accounting Data and Financial Indicators In the first half of 2014, operating revenue and net profit significantly declined, but total assets and net assets sharply expanded due to the reverse acquisition of Shanghai Infotmic Microelectronics, impacting financial data comparison 2014 Semi-Annual Key Financial Indicators | Indicator | Current Period | Prior Year (Adjusted) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (Yuan) | 64,368,976.59 | 103,063,024.78 | -37.54% | | Net Profit Attributable to Shareholders of Listed Company (Yuan) | 713,973.02 | 14,069,741.72 | -94.93% | | Net Cash Flow from Operating Activities (Yuan) | 614,343.84 | -10,318,184.83 | -105.95% | | Basic Earnings Per Share (Yuan/share) | 0.0041 | 0.0805 | -94.91% | | Total Assets (Yuan) | 738,578,743.98 | 189,127,757.79 | 290.52% | | Net Assets Attributable to Shareholders of Listed Company (Yuan) | 486,333,568.28 | 112,210,769.69 | 333.41% | - During the reporting period, the company completed the acquisition of Shanghai Infotmic Microelectronics Co., Ltd. through a share reform, constituting an accounting reverse acquisition, leading to a significant increase in total assets and net assets as consolidated statements were prepared with Shanghai Infotmic Microelectronics as the acquirer[21][22] Non-recurring Gains and Losses and Amounts During the reporting period, the company's non-recurring gains and losses totaled 2.9186 million yuan, primarily from government subsidies 2014 Semi-Annual Non-recurring Gains and Losses | Item | Amount (Yuan) | | :--- | :--- | | Government subsidies included in current profit/loss | 3,271,081.97 | | Other non-operating income and expenses | 64,803.99 | | Less: Income tax impact | 416,944.05 | | Less: Impact on minority interests (after tax) | 333.59 | | Total | 2,918,608.32 | Board of Directors' Report Overview In the first half of 2014, the chip design industry benefited from global prosperity and national policy, presenting opportunities despite challenges like high capital investment and rapid product updates - The chip design industry experienced favorable market development opportunities in the first half of 2014, supported by the global semiconductor industry's high prosperity and national policies like the "National Integrated Circuit Industry Development Promotion Outline"[28] - Key challenges for the company include substantial capital investment, rapid product iteration, and the need for enhanced continuous innovation capabilities[29] Main Business Analysis In the first half of 2014, revenue and net profit declined due to existing product sales decrease and new products not yet launched, while the main business shifted to SoC chip design, focusing on smart home and Beidou industrialization markets Year-on-Year Changes in Key Financial Data | Indicator | Current Period (Yuan) | Prior Year (Yuan) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 64,368,976.59 | 103,063,024.78 | -37.54% | Decline in original product sales, new products not yet launched | | Operating Cost | 37,138,379.71 | 60,895,714.72 | -39.01% | Same as above | | Financial Expenses | 747,004.39 | -207,182.47 | -460.55% | Increased exchange losses due to exchange rate fluctuations | | R&D Investment | 38,926,693.61 | 25,030,919.04 | 55.51% | Accelerated progress of research projects | | Net Cash Flow from Investing Activities | 218,300,890.91 | -16,858,272.14 | -1,394.92% | Cash received from merged company due to reverse acquisition | - The company's business has transformed into SoC chip design, with a focus on smart home (OTT set-top box) and Beidou industrialization markets[34][35] - The company collaborated with Alibaba Cloud and Jiashi Interactive in the OTT set-top box sector, with related products expected to be mass-produced in the second half of the year; new products like W10 wearable chips, Q3 image chips, and IMAPX780 64-bit processors are progressing smoothly[35][36] Main Business Composition The company's main business is in computer, communication, and electronic equipment manufacturing, with chip and software sales as the primary revenue source, technical services as a new growth area, and Hong Kong contributing most revenue Main Business Composition (First Half of 2014) | Category | Operating Revenue (Yuan) | Operating Cost (Yuan) | Gross Margin | YoY Revenue Change | | :--- | :--- | :--- | :--- | :--- | | By Product | | | | | | Chips and Software | 54,840,674.70 | 37,138,379.71 | 32.28% | -46.79% | | Technical Service Income | 9,528,301.89 | 0.00 | 100.00% | N/A | | By Region | | | | | | Mainland China | 9,533,337.36 | 3,291.17 | 99.97% | -80.21% | | Hong Kong | 54,835,639.23 | 37,135,088.54 | 32.28% | -0.10% | Analysis of Core Competencies The company's core competencies include leading IC design technology, deep market understanding, strong industry chain collaboration, a stable talent team, and optimized chip design processes - Technological Advantage: The company possesses multiple core technologies in chip design, enabling it to provide high-performance, diversified solutions to customers[40] - Industry Chain Synergy: Established close cooperative relationships with ARM, Synopsys, and world-class wafer foundries[40] - Talent Advantage: Built a scientific management and incentive mechanism, boasting a stable and skilled core technical team[41] Investment Status Analysis During the reporting period, the company made no significant external equity, securities, or derivative investments, but utilized 96 million yuan of idle funds for wealth management, generating 0.784 million yuan in income, with its Hong Kong subsidiary being the primary profit contributor Wealth Management Activities in First Half of 2014 | Trustee | Product Type | Entrusted Wealth Management Amount (Ten Thousand Yuan) | Actual Profit/Loss for the Period (Ten Thousand Yuan) | | :--- | :--- | :--- | :--- | | Evergrowing Bank | Bank wealth management product | 5,600 | 44.57 | | Shanghai International Trust | Trust product | 4,000 | 33.83 | | Total | -- | 9,600 | 78.4 | Operating Performance of Major Subsidiaries (First Half of 2014) | Company Name | Net Assets (Yuan) | Operating Revenue (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | | Shanghai Infotmic Microelectronics Co., Ltd. | 71,197,064.43 | 15,925,554.93 | -3,313,341.80 | | Infotmic Microelectronics (Hong Kong) Co., Ltd. | 40,578,434.59 | 54,835,639.23 | 11,687,117.19 | Significant Events Major Litigation and Arbitration Matters The company is involved in a 40 million yuan major asset restructuring dispute arbitration case with Ganzhou Chenguang Rare Earth New Materials Co., Ltd., having received an unfavorable award but applied for its revocation, with the final impact uncertain - The company is in dispute with Chenguang Rare Earth and Huang Ping over the "Major Asset Restructuring Cooperation Intent Letter", leading to arbitration involving 40 million yuan[58] - The company received the arbitration award but believes it violates legal procedures and has applied to the Shanghai No. 2 Intermediate People's Court for its revocation; as of the end of the reporting period, the court has not yet ruled, so the final impact on the company's profit cannot be determined[58][59] Business Combination During the reporting period, the company acquired 99.99% equity of Shanghai Infotmic Microelectronics Co., Ltd. through a share reform plan, receiving a 200 million yuan cash gift and the equity, constituting an accounting reverse acquisition - As part of the share reform, the company acquired 99.99% equity of Shanghai Infotmic Microelectronics Co., Ltd., which became a controlling subsidiary of the company[64] - This business combination is treated as a reverse acquisition for accounting purposes, with Shanghai Infotmic Microelectronics Co., Ltd. considered the acquirer in preparing consolidated financial statements[64] Major Related Party Transactions Major related party transactions include operating leases and non-operating receivables/payables, with the company leasing office space from an affiliate and having various outstanding balances with multiple related parties - The company leases office space from related party Shunyuan Holdings Group Co., Ltd., recognizing 0.3982 million yuan in lease expenses during the reporting period[67] Major Non-Operating Related Party Receivables and Payables at Period End | Related Party | Relationship | Type | Period-End Balance (Ten Thousand Yuan) | | :--- | :--- | :--- | :--- | | Runtu Holdings Group Co., Ltd. | Subsidiary Shareholder | Accounts Payable | 5,600 | | Zhejiang Jinsheng Packaging Co., Ltd. | Subsidiary Shareholder | Accounts Payable | 4,000 | Major Contracts and Their Performance During the reporting period, the company had a related party lease contract for office space, and an affiliate provided joint liability guarantees for its subsidiary's cooperation agreements with technology suppliers - The company leases property from related party Shunyuan Holdings Group Co., Ltd. for office space, with the lease term from March 2014 to February 2015[77] - Related party ShuoYing Digital Technology (China) Co., Ltd. provided joint liability guarantees for payment obligations under multiple procurement and framework agreements between subsidiary Infotmic Co., Ltd. and companies such as ARM, ON2, Global Unichip Corp., and Synopsys[81] Commitments New controlling shareholder Shanghai Infotmic Microelectronics Technology Co., Ltd. and its controlling shareholder Chen Zhicheng made key performance commitments for 2014 and 2015, backed by cash compensation, along with share lock-up, minimum selling price, and other pledges - New controlling shareholder commits that the company's 2014 non-recurring net profit will be no less than 50 million yuan, and 2015 no less than 125 million yuan, with cash compensation if not met[84] - To secure the performance commitment, the controlling shareholder pledged to deposit 15 million yuan and 37.5 million yuan as guarantees in 2014 and 2015 respectively[84] - The controlling shareholder committed that the price for reducing company shares through secondary market transactions will not be less than 15 yuan/share (adjusted for ex-rights/ex-dividends) within 48 months after the share reform is completed[85] Share Changes and Shareholder Information Share Changes As of June 30, 2014, total share capital was 272.21 million shares, unchanged; however, post-period, it increased to 816.63 million shares on July 15, 2014, due to share reform capitalization - As of the end of the reporting period, the company's total share capital was 272,209,120 shares, with restricted shares accounting for 43.18% and unrestricted shares for 56.82%[100] - After the reporting period, the company completed its share reform plan on July 15, 2014, increasing its total share capital from 272 million shares to 817 million shares[99] Shareholder Numbers and Shareholding As of the reporting period end, the company had 20,144 common shareholders, with Shanghai Shunyuan Enterprise Investment Development Co., Ltd., Jinma Holdings Group Co., Ltd., and Jingzhou State-owned Assets Supervision and Administration Commission as the top three - At the end of the reporting period, the company had a total of 20,144 common shareholders[101] Top Three Shareholders' Shareholding (As of June 30, 2014) | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held | | :--- | :--- | :--- | :--- | | Shanghai Shunyuan Enterprise Investment Development Co., Ltd. | Domestic Non-State-owned Legal Person | 25.95% | 70,648,320 | | Jinma Holdings Group Co., Ltd. | Domestic Non-State-owned Legal Person | 9.40% | 25,600,000 | | Jingzhou State-owned Assets Supervision and Administration Commission | State-owned Legal Person | 7.42% | 20,192,000 | Changes in Controlling Shareholder or Actual Controller During the reporting period, controlling shareholder and actual controller remained unchanged; however, post-period, control shifted with Shanghai Infotmic Microelectronics Technology Co., Ltd. becoming the largest shareholder and Chen Zhicheng the actual controller - No changes in controlling shareholder and actual controller during the reporting period[103] - After the reporting period, on July 15, 2014, upon completion of the share reform plan, Shanghai Infotmic Microelectronics Technology Co., Ltd. held 25.92% of the company's shares, becoming the largest shareholder, and Chen Zhicheng became the actual controller[104] Preferred Shares Related Information Preferred Shares Information During the reporting period, the company had no issuance, listing, repurchase, or conversion of preferred shares - The company had no preferred share related matters during the reporting period[109] Directors, Supervisors, Senior Management Information Senior Management Changes No changes in director, supervisor, or senior management shareholdings occurred during the reporting period; however, post-period, the senior management team was adjusted with new appointments for General Manager and CFO Senior Management Changes (August 26, 2014) | Name | Position Held | Type | Reason | | :--- | :--- | :--- | :--- | | Shi Haoliang | General Manager | Resigned | Resigned due to personal work reasons | | Wang Guojun | Deputy General Manager, CFO | Resigned | Resigned due to personal work reasons | | Chen Zhicheng | General Manager | Appointed | Appointed by the Board of Directors | | Zhao Haifeng | CFO | Appointed | Appointed by the Board of Directors | Financial Report Audit Opinion The company's 2014 semi-annual financial report is unaudited - This semi-annual financial report is unaudited[114] Financial Statements This section presents the company's consolidated and parent company financial statements for the first half of 2014, reflecting significant asset expansion in consolidated statements due to reverse acquisition accounting, with Shanghai Infotmic Microelectronics as the accounting entity Consolidated Balance Sheet As of June 30, 2014, total assets were 738.58 million yuan, up 290.52% from 189.13 million yuan, and net assets attributable to the parent company were 486.33 million yuan, up 333.41% from 112.21 million yuan, primarily due to share reform gifts and reverse acquisition accounting Key Items from Consolidated Balance Sheet (June 30, 2014) | Item | Period-End Balance (Yuan) | Period-Beginning Balance (Yuan) | | :--- | :--- | :--- | | Cash and Bank Balances | 232,910,197.16 | 24,228,445.75 | | Inventories | 248,731,859.31 | 32,411,476.08 | | Total Assets | 738,578,743.98 | 189,127,757.79 | | Other Payables | 114,492,690.66 | 158,970.74 | | Total Liabilities | 206,795,710.96 | 76,905,765.90 | | Equity Attributable to Parent Company Owners | 486,333,568.28 | 112,210,769.69 | | Total Owners' Equity | 531,783,033.02 | 112,221,991.89 | Consolidated Income Statement In the first half of 2014, operating revenue was 64.37 million yuan, down 37.54% year-on-year, and net profit attributable to parent company owners was 0.714 million yuan, down 94.93%, mainly due to reduced sales during product iteration Key Items from Consolidated Income Statement (January-June 2014) | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 64,368,976.59 | 103,063,024.78 | | Total Operating Costs | 65,817,761.53 | 89,045,458.92 | | Operating Profit | -1,448,784.94 | 14,017,565.86 | | Total Profit | 1,887,101.02 | 16,380,793.89 | | Net Profit Attributable to Parent Company Owners | 713,973.02 | 14,069,741.72 | Consolidated Cash Flow Statement During the reporting period, net cash flow from operating activities turned positive to 0.6143 million yuan; net cash inflow from investing activities was 218.30 million yuan due to reverse acquisition; net cash outflow from financing activities was 9.81 million yuan, leading to period-end cash and cash equivalents of 233 million yuan Consolidated Cash Flow Statement Summary (January-June 2014) | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 614,343.84 | -10,318,184.83 | | Net Cash Flow from Investing Activities | 218,300,890.91 | -16,858,272.14 | | Net Cash Flow from Financing Activities | -9,811,869.67 | 11,706,258.69 | | Net Increase in Cash and Cash Equivalents | 208,681,751.41 | -15,532,420.25 | Notes to Major Items of Consolidated Financial Statements Notes detail financial statement item changes, including a surge in cash from a 200 million yuan share reform gift, increased prepayments for engineering and chips, and higher inventories due to land acquisition from a subsidiary in the reverse acquisition - Cash and bank balances at period-end were 233 million yuan, an 861.31% increase from the beginning of the year, primarily due to a 200 million yuan cash gift received from the share reform[424] - Inventories at period-end were 249 million yuan, a 667.42% increase from the beginning of the year, mainly due to land payments for Shangyu Lianyi Real Estate, a subsidiary acquired through reverse acquisition[424] - Other payables at period-end were 114 million yuan, a significant increase from 0.159 million yuan at the beginning of the year, primarily due to accrued land appreciation tax for Shangyu land and a deposit payable to Chenguang Rare Earth[424] Post-Balance Sheet Events Post-balance sheet, the company underwent significant changes, including renaming to Infotmic Microelectronics Co., Ltd. with a new integrated circuit business scope, changing its stock abbreviation to 'Infotmic', and establishing a new wholly-owned subsidiary - Company name changed to “Infotmic Microelectronics Co., Ltd.”, and business scope changed to integrated circuit chip R&D, design, and sales[398] - Effective August 18, 2014, the company's stock abbreviation changed to “Infotmic”, while the stock code “000670” remained unchanged[399] - The company invested in and established a wholly-owned subsidiary, “Shanghai Hanting Electronic Technology Co., Ltd.”[397] Documents Available for Inspection Documents Available for Inspection This section lists documents available for inspection, including the semi-annual report signed by the legal representative, financial statements signed by relevant responsible persons, and originals of all publicly disclosed documents and announcements - Documents available for inspection include financial statements signed and sealed by the legal representative, company head, and accounting head, as well as all disclosed announcement documents from the reporting period[427]