盈方微(000670) - 2015 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions Important Notice The company's management guarantees the report's accuracy and completeness, while planning no cash dividends or bonus share distributions for the period - The company's management guarantees the truthfulness, accuracy, and completeness of the report content and assumes corresponding legal responsibilities[3] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the 2015 semi-annual period[5] Definitions This chapter defines abbreviations and full names of key company entities, related parties, and professional terms used in the report, providing a basis for understanding the content - The report clarifies the referents of key entities such as "Infront Micro," "Controlling Shareholder," and "Actual Controller"[10] Company Profile Company Basic Information This chapter provides the company's basic business registration information, including its Chinese and English names, stock code (000670), listing exchange (Shenzhen Stock Exchange), and legal representative Company Basic Information | Item | Content | | :--- | :--- | | Stock Abbreviation | Infront Micro | | Stock Code | 000670 | | Chinese Name | Infront Microelectronics Co, Ltd | | Legal Representative | Shi Haoliang | Contact Person and Information This section lists the names and detailed contact information, including address, phone, fax, and email, for the company's Board Secretary and Securities Affairs Representative - The company's Board Secretary is Zhang Yun, and the Securities Affairs Representative is Jin Zhicheng[13] Other Information During the reporting period, the company's office address, information disclosure newspaper, and document storage location changed, but its registration status remained unchanged - During the reporting period, the company's office address and information disclosure channels changed, but its registration information remained unchanged[14][15][17] Summary of Accounting Data and Financial Indicators Key Accounting Data and Financial Indicators In the first half of 2015, the company's operating revenue increased by 93.20% year-on-year, but net profit attributable to shareholders turned from profit to loss, significantly decreasing to -28.82 million RMB, and operating cash flow also turned negative, indicating profitability and cash flow pressures despite expansion Key Accounting Data and Financial Indicators | Indicator | Current Reporting Period (RMB) | Prior Year Period (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 124,361,216.76 | 64,368,976.59 | 93.20% | | Net Profit Attributable to Listed Company Shareholders | -28,821,865.61 | 713,973.02 | -4,136.83% | | Net Cash Flow from Operating Activities | -37,126,116.47 | 614,343.84 | -6,143.21% | | Basic Earnings Per Share (RMB/share) | -0.0353 | 0.0041 | -960.98% | | Total Assets | 677,819,019.57 | 761,111,231.12 | -10.94% | | Net Assets Attributable to Listed Company Shareholders | 516,131,684.01 | 495,175,784.75 | 4.23% | Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to -3.53 million RMB, primarily due to a 6.57 million RMB loss from disposal of non-current assets, partially offset by 3.18 million RMB in government grants Non-Recurring Gains and Losses Items and Amounts | Item | Amount (RMB) | | :--- | :--- | | Gains/Losses from Disposal of Non-Current Assets | -6,572,764.33 | | Government Grants Included in Current Profit/Loss | 3,184,932.33 | | Other Non-Operating Income and Expenses | 71,373.67 | | Total | -3,530,166.52 | Board of Directors' Report Overview The company believes that the Chinese semiconductor industry faces significant development opportunities in the post-Moore's Law era, supported by national policies like "Made in China 2025," with new growth drivers from areas such as connected vehicles and cloud computing providing a stable external environment for its chip design business - Semiconductor industry growth is driven by new demands such as connected vehicles, the internet, cloud computing, and big data, laying a stable foundation for China's semiconductor industry[28] - Policies like "Made in China 2025" and the "National Integrated Circuit Industry Development Promotion Outline" provide a comprehensive support system for the integrated circuit industry[28] Analysis of Main Business In the first half of 2015, the company's operating revenue increased by 93.20% year-on-year, primarily due to business type and channel expansion; however, operating costs, selling expenses, and administrative expenses also significantly increased, leading to a net loss, while the company advanced several strategic initiatives including the acquisition of YuXin Technology, construction of a Houston cloud computing center, and a private placement of shares Main Business Financial Indicators | Financial Indicator | Current Reporting Period (RMB) | Year-on-Year Change | Main Reasons for Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 124,361,216.76 | 93.20% | Business type, channel expansion | | Operating Cost | 90,604,344.18 | 143.96% | Business type, channel expansion | | Administrative Expenses | 54,351,077.90 | 109.64% | Increase in personnel, rent, and other expenses | | Net Cash Flow from Operating Activities | -37,126,116.47 | -6,143.21% | Increase in operating expenditures | - The company strengthened its application and expansion capabilities in the mobile intelligent terminal dedicated market and Beidou industry chain by acquiring a 70% equity stake in YuXin Technology[33] - The company invested approximately 9.4 million USD to build a cloud computing service center in Houston, USA, expected to commence operations in Q3 2015[33] Composition of Main Business The company's main business is predominantly electronic equipment manufacturing, with a smaller contribution from real estate; electronic components, chips, and service fees are the primary revenue sources by product, while mainland China and Hong Kong contribute similarly to revenue, but mainland China shows rapid revenue growth Main Business Composition | Category | Operating Revenue (RMB) | Gross Profit Margin | Year-on-Year Change in Operating Revenue | | :--- | :--- | :--- | :--- | | By Industry | | | | | Electronic Equipment Manufacturing | 118,628,349.76 | 29.61% | 84.29% | | Real Estate Industry | 5,732,867.00 | -23.80% | - | | By Product | | | | | Chips | 29,242,960.58 | 30.96% | -46.68% | | Service Fees | 27,100,008.31 | 88.20% | 184.42% | | Electronic Product Complete Machines | 26,240,249.48 | 6.25% | - | | Electronic Components | 36,045,131.39 | 1.46% | - | | By Region | | | | | Mainland China | 61,099,401.67 | 38.91% | 540.90% | | Hong Kong | 63,261,815.09 | 15.78% | 15.37% | Analysis of Core Competencies The company attributes its core competitiveness to five key advantages: advanced SoC processor design capabilities, deep market understanding, strong industry chain collaboration with major partners, a stable and efficient talent team, and optimized chip design processes ensuring product performance and power efficiency - The company's core competencies include: - Technology Advantage: Possesses excellent design capabilities in high-end SoC processor research and development - Market Advantage: Deeply understands the market-demand-oriented development model - Industry Chain Collaboration Advantage: Established close cooperative relationships with renowned companies such as ARM and Synopsys - Talent Advantage: Owns a stable, lean, and efficient technical talent team - Product Advantage: Unique chip design and verification processes ensure optimized product performance and power consumption[38][39] Analysis of Investment Status During the reporting period, the company had no new external equity investments, holdings in financial enterprises, securities investments, or entrusted wealth management, with this section primarily focusing on the operating performance of its major subsidiaries Major Subsidiaries' Operating Performance | Company Name | Main Business | Operating Revenue (RMB) | Net Profit (RMB) | | :--- | :--- | :--- | :--- | | Shanghai Infront Microelectronics Co, Ltd | Integrated circuit R&D and sales | 72,272,645.35 | 2,494,649.66 | | Infront Microelectronics (Hong Kong) Co, Ltd | Electronic product sales | 63,261,815.09 | 1,653,798.49 | | Shanghai Hanting Electronic Technology Co, Ltd | Electronic product sales | 26,169,020.74 | -1,623,759.89 | | Changxing Xiaoran Real Estate Development Co, Ltd | Real estate development and sales | 5,732,867.00 | -12,086,880.62 | Significant Events Asset Transactions During the reporting period, the company completed two significant asset transactions: acquiring a 70% equity stake in Shanghai YuXin Technology Co, Ltd through a subsidiary's bid to enhance chip design capabilities, and selling a 40% equity stake in Shangyu Lianyi Real Estate Co, Ltd to optimize asset structure and recover funds Asset Transactions | Transaction Type | Target Asset | Transaction Price (10,000 RMB) | Impact | | :--- | :--- | :--- | :--- | | Asset Acquisition | YuXin Technology 70% Equity | 999.6 | Strengthens the company's chip design and software development capabilities in mobile intelligent terminals, connected vehicles, and other fields | | Asset Sale | Shangyu Lianyi Real Estate 40% Equity | 2,240 | Optimizes the company's asset structure and focuses resources on core businesses | Significant Related Party Transactions During the reporting period, the company engaged in ordinary course of business transactions with related parties, primarily involving acceptance of renovation services and office space leases, totaling 716,000 RMB, all within approved transaction limits Significant Related Party Transactions | Related Party | Related Transaction Content | Related Transaction Amount (10,000 RMB) | | :--- | :--- | :--- | | Shun Yuan Construction (Group) Co, Ltd | Acceptance of renovation services | 31.39 | | Shun Yuan Holding Group Co, Ltd | Office building lease | 40.21 | | Total | | 71.6 | Significant Contracts and Their Performance The company provided multiple guarantees for its subsidiaries during the reporting period to support their business development, with a total guarantee limit of 68 million RMB and an actual guarantee balance of 30 million RMB, representing 5.81% of the company's net assets; additionally, related party ShuoYing Digital Technology also provided several performance guarantees for the company's subsidiaries - During the reporting period, the company provided joint liability guarantees for its subsidiaries Shanghai Infront Microelectronics and Shanghai YuXin Technology, with an actual guarantee balance totaling 30 million RMB[81] - Related party ShuoYing Digital Technology (China) Co, Ltd provided joint liability guarantees for the company's subsidiaries' procurement contracts with suppliers such as ARM, ON2, and Synopsys[84][85] Shareholder Commitments The controlling shareholder and actual controller made multiple commitments, including performance pledges, share lock-ups, minimum reduction prices, avoidance of horizontal competition, and standardization of related party transactions, all of which were effectively fulfilled during the reporting period, with the 2014 performance compensation commitment already completed - Controlling shareholder Shanghai Infront Microelectronics Technology Co, Ltd committed that the 2015 non-recurring net profit would not be less than 125 million RMB, with cash compensation if not achieved[88] - The controlling shareholder committed that the price for reducing company shares through the secondary market would not be less than 15 RMB per share within 48 months from the completion date of the share reform plan[89] - The 2014 performance commitment compensation was fully fulfilled on April 23, 2015[91] Explanation of Other Significant Matters The company disclosed three other significant matters: a pending private placement of A-shares not exceeding 2.3 billion RMB, a planned 303 million RMB venture capital fund in collaboration with SoftBank, and the full receipt of 50.67 million RMB in 2014 performance compensation from the controlling shareholder - The company plans to privately issue A-shares, raising a total of no more than 2.3 billion RMB to supplement working capital, with the application accepted by the China Securities Regulatory Commission on June 15, 2015[97] - The company has fully received the 2014 performance commitment compensation payment from controlling shareholder Infront Microelectronics, totaling 50,669,429.75 RMB[98][99] Share Changes and Shareholder Information Share Change Status During the reporting period, the company's total share capital remained unchanged at 816,627,360 shares, with restricted shares accounting for 43.18% and unrestricted shares for 56.82% Share Change Status | Share Type | Quantity (shares) | Proportion | | :--- | :--- | :--- | | Restricted Shares | 352,620,960 | 43.18% | | Unrestricted Shares | 464,006,400 | 56.82% | | Total Shares | 816,627,360 | 100.00% | Number of Shareholders and Shareholding Status As of the end of the reporting period, the company had 56,423 common shareholders, with Shanghai Infront Microelectronics Technology Co, Ltd as the largest shareholder holding 25.92% and Shanghai Shun Yuan Enterprise Investment Development Co, Ltd as the second largest with 10.63% Top Ten Shareholders' Shareholding Status | Shareholder Name | Shareholding Proportion | Number of Common Shares Held (shares) | Share Status | | :--- | :--- | :--- | :--- | | Shanghai Infront Microelectronics Technology Co, Ltd | 25.92% | 211,692,576 | Pledged 195,765,000 | | Shanghai Shun Yuan Enterprise Investment Development Co, Ltd | 10.63% | 86,777,984 | Pledged 80,000,000 | | Jinma Holding Group Co, Ltd | 3.76% | 30,720,000 | Pledged 30,720,000 | Shareholder Share Increase Plan During the reporting period, the company's actual controller Chen Zhicheng and shareholder Shun Yuan Investment, holding over 5% of shares, both completed their share increase plans, acquiring 2.103 million and 2 million shares respectively, demonstrating confidence in the company's future development - Actual controller Chen Zhicheng completed the share increase plan, accumulating an additional 2,103,000 shares, representing 0.26% of the total share capital[109] - Shareholder Shun Yuan Investment completed the share increase plan, accumulating an additional 2,000,000 shares, representing 0.25% of the total share capital[109] Preferred Share Information Preferred Share Status The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[112] Directors, Supervisors, and Senior Management Information Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the company's directors, supervisors, or senior management, nor in their shareholdings; however, Vice Chairman and General Manager Chen Zhicheng increased his shareholding by 2.103 million shares after the reporting period (July 1st and 2nd) - The company's directors, supervisors, and senior management did not change during the reporting period[115] - The company's Vice Chairman and General Manager Chen Zhicheng increased his shareholding by 2,103,000 shares through the secondary market in early July 2015[114] Financial Report Audit Report The company's 2015 semi-annual financial report is unaudited - The company's semi-annual financial report is unaudited[118] Financial Statements This section includes the company's unaudited consolidated and parent company financial statements, comprising the balance sheet, income statement, cash flow statement, and statement of changes in owners' equity Consolidated Balance Sheet As of June 30, 2015, the company's total assets were 677.82 million RMB, a 10.94% decrease from the beginning of the period; total liabilities were 163.12 million RMB, a 26.12% decrease; and total owners' equity attributable to the parent company was 516.13 million RMB, a 4.23% increase Consolidated Balance Sheet | Item | Period-End Balance (RMB) | Period-Beginning Balance (RMB) | | :--- | :--- | :--- | | Total Assets | 677,819,019.57 | 761,111,231.12 | | Total Liabilities | 163,115,820.33 | 220,799,661.39 | | Total Owners' Equity Attributable to Parent Company | 516,131,684.01 | 495,175,784.75 | Consolidated Income Statement In the first half of 2015, the company achieved total operating revenue of 124.36 million RMB, a 93.2% year-on-year increase; however, due to significant increases in costs and expenses and investment losses, operating profit was -32.17 million RMB, and net profit attributable to the parent company was -28.82 million RMB, representing a substantial turn to loss year-on-year Consolidated Income Statement | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Total Operating Revenue | 124,361,216.76 | 64,368,976.59 | | Total Operating Costs | 149,957,511.81 | 65,817,761.53 | | Operating Profit | -32,173,691.75 | -1,448,784.94 | | Net Profit Attributable to Parent Company Owners | -28,821,865.61 | 713,973.02 | Consolidated Cash Flow Statement During the reporting period, net cash flow from operating activities was -37.13 million RMB, a significant outflow year-on-year, primarily due to increased expenditures for purchasing goods and paying employee compensation; net cash outflow from investing activities was 114.45 million RMB, mainly for technology licensing fees; and net cash inflow from financing activities was 52.26 million RMB, primarily from received performance compensation and new bank borrowings Consolidated Cash Flow Statement | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -37,126,116.47 | 614,343.84 | | Net Cash Flow from Investing Activities | -114,445,534.05 | 218,300,890.91 | | Net Cash Flow from Financing Activities | 52,262,403.91 | -9,811,869.67 | | Net Increase in Cash and Cash Equivalents | -100,313,938.78 | 208,681,751.41 | Notes to Consolidated Financial Statements This section provides detailed notes on key items in the consolidated financial statements, explaining their composition, reasons for changes, and accounting treatment methods Goodwill During the reporting period, the company recognized new goodwill of 13,337,959.09 RMB due to the non-same-control business combination acquisition of a 70% equity stake in Shanghai YuXin Technology Co, Ltd - The company completed the acquisition of YuXin Technology on March 3, 2015, with a merger cost of 9,996,000.00 RMB, which exceeded the fair value share of identifiable net assets acquired, resulting in the recognition of goodwill of 13,337,959.09 RMB[238][239] Capital Reserve During the reporting period, the company's capital reserve increased by 50,669,429.75 RMB, primarily due to the receipt of the 2014 performance commitment compensation from controlling shareholder Shanghai Infront Microelectronics Technology Co, Ltd - The company received the 2014 performance commitment compensation and performance bond totaling 50,669,429.75 RMB from the controlling shareholder, which was recorded in capital reserve[274][275] Changes in Consolidation Scope During the reporting period, the company's consolidation scope changed, primarily including: 1. A non-same-control business combination adding Shanghai YuXin Technology Co, Ltd as a new controlled subsidiary; 2. Disposal of a subsidiary, Shangyu Lianyi Real Estate Co, Ltd, which is no longer consolidated after transferring a 40% equity stake; and 3. Establishment of a new wholly-owned grandchild company, Infront Micro International Co, Ltd in Taiwan, which is now included in the consolidation scope - Acquired a 70% equity stake in YuXin Technology through bidding for 9.996 million RMB, consolidating it from March 3, 2015[310][311] - Transferred a 40% equity stake in Shangyu Lianyi Real Estate for 22.4 million RMB, losing control and deconsolidating it from June 15, 2015[319] - Established a new wholly-owned grandchild company, Infront Micro International Co, Ltd in Taiwan, and included it in the consolidation scope[320] Reference Documents Catalog List of Reference Documents This chapter lists the available reference documents, including the signed report text by the legal representative, financial statements signed and sealed by relevant responsible persons, and the originals of all publicly disclosed documents and announcements during the reporting period - Reference documents include: - Signed semi-annual report text - Signed and sealed financial statements - Originals of all disclosed documents and announcements during the reporting period[363]