久其软件(002279) - 2016 Q2 - 季度财报

Section I Important Notes, Table of Contents, and Definitions Important Notes The company's management guarantees report accuracy and completeness, with no dividend plans, while highlighting risks like seasonal performance and unfulfilled M&A benefits - The company's management ensures the report's truthfulness, accuracy, and completeness, assuming corresponding legal responsibilities[3] - The company plans no cash dividends, bonus shares, or capital reserve to share capital conversion for the 2016 semi-annual period[5] - The company highlights major operating risks including seasonal performance fluctuations, new business development, and unfulfilled merger and acquisition benefits[5] Table of Contents This report comprises ten sections, detailing the company profile, financial data, board report, significant events, share changes, governance, and financial statements Definitions This section defines key terms and abbreviations, including company and subsidiary references, alongside industry-specific terminology like PaaS, SaaS, and DSP Major Subsidiaries and Business Abbreviations | Abbreviation | Full Name | | :--- | :--- | | Jiuqi Government | Beijing Jiuqi Government Software Co., Ltd. | | YiQiLian Technology | Beijing YiQiLian Technology Co., Ltd. | | Huaxia DianTong | Beijing Huaxia DianTong Technology Co., Ltd. | | PaaS | Platform as a Service | | SaaS | Software as a Service | | DSP | Demand Side Platform | Section II Company Profile Basic Company Information This section provides basic information for Beijing Jiuqi Software Co., Ltd., including its stock abbreviation, code, full names, and legal representative Basic Company Information | Item | Content | | :--- | :--- | | Stock Abbreviation | Jiuqi Software | | Stock Code | 002279 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Full Name | Beijing Jiuqi Software Co., Ltd. | | Legal Representative | Zhao Fujun | Section III Summary of Accounting Data and Financial Indicators Major Accounting Data and Financial Indicators The company reported strong financial performance with significant revenue and net profit growth, turning profitable after non-recurring items, despite negative and worsening operating cash flow Major Financial Indicators for H1 2016 | Indicator | Current Period | Prior Year Period | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (CNY) | 433,810,899.36 | 158,604,804.30 | 173.52% | | Net Profit Attributable to Shareholders (CNY) | 15,797,539.06 | 7,265,311.83 | 117.44% | | Net Profit Attributable to Shareholders (Excl. Non-recurring) (CNY) | 12,956,099.20 | -1,770,857.41 | - | | Net Cash Flow from Operating Activities (CNY) | -151,263,474.71 | -59,567,546.29 | - | | Basic Earnings Per Share (CNY/share) | 0.0292 | 0.0152 | 92.11% | | Weighted Average Return on Net Assets | 0.80% | 0.65% | Increased by 0.15 percentage points | Non-recurring Gains and Losses Items | Item | Amount (CNY) | | :--- | :--- | | Government Grants Recognized in Current Profit/Loss | 3,199,929.53 | | Gains/Losses on Disposal of Non-current Assets | -120,822.86 | | Other Non-operating Income and Expenses | 203,382.32 | | Total | 2,841,439.86 | Section IV Board Report Overview In H1 2016, the company achieved significant revenue and net profit growth, driven by business integration and the consolidation of Huaxia DianTong H1 2016 Performance Overview | Indicator | Amount (million Yuan) | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 43,381.09 | 173.52% | | Total Profit | 2,010.97 | 96.71% | | Net Profit Attributable to Parent | 1,579.75 | 117.44% | Analysis of Main Business All four main business segments grew, with e-government and internet services showing significant increases due to consolidation and digital marketing expansion, leading to a surge in operating costs Major Financial Data Changes and Reasons | Item | Current Period (CNY) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 433,810,899.36 | 173.52% | Primarily due to increased revenue from consolidated Huaxia DianTong and YiQiLian Technology | | Operating Cost | 198,722,191.71 | 445.04% | Primarily due to expanded business scale from consolidated Huaxia DianTong and YiQiLian Technology | | Administrative Expenses | 186,876,402.56 | 74.02% | Primarily due to consolidated Huaxia DianTong and increased company labor costs | | R&D Investment | 100,621,299.52 | 54.12% | Primarily due to consolidated Huaxia DianTong and increased R&D personnel labor costs | Main Business Revenue by Industry (CNY) | Industry | Operating Revenue (CNY) | YoY Growth | | :--- | :--- | :--- | | E-Government | 167,363,638.73 | 245.30% | | Group Control | 63,205,427.08 | 31.10% | | Internet Services | 201,007,582.24 | 226.32% | - The source of profit significantly changed, with newly consolidated Huaxia DianTong contributing 33.44 million Yuan in net profit to the company during the reporting period[32] Analysis of Core Competitiveness The company's core competitiveness remained stable, strengthened by a strategy combining organic growth and external expansion, focusing on industry, technology, and service enhancement - During the reporting period, the company's core competitiveness was not severely impacted by factors such as core team turnover, technology upgrades, or changes in profit models[50] Analysis of Investment Status External equity investment decreased significantly, with raised funds primarily for the Huaxia DianTong acquisition's cash consideration, which largely remains unpaid, alongside detailed subsidiary operating performance Operating Performance of Major Subsidiaries (CNY) | Company Name | Operating Revenue (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | | Beijing YiQiLian Technology Co., Ltd. | 199,162,430.51 | 20,711,089.02 | | Beijing Huaxia DianTong Technology Co., Ltd. | 101,827,701.07 | 33,442,728.32 | | Beijing Jiuqi Government Software Co., Ltd. | 4,316,050.14 | -6,604,123.70 | - Total raised funds of approximately 90 million Yuan are allocated to pay the cash consideration and intermediary fees for the Huaxia DianTong equity acquisition, with 9.26 million Yuan invested in the current period and a cumulative investment of 9.76 million Yuan, representing 10.85% of the total investment progress[59][63] - Due to the lengthy tax declaration procedures, the cash consideration for the 46 individual counterparties involved in the Huaxia DianTong acquisition was not paid during the reporting period and is expected to be completed by August 2016[63] Forecast of Operating Performance for Jan-Sep 2016 The company forecasts net profit for Jan-Sep 2016 to range from 65 million Yuan to 85 million Yuan, a 62.36% to 112.31% increase, primarily due to Huaxia DianTong's consolidation 2016 Jan-Sep Performance Forecast | Item | Content | | :--- | :--- | | Net Profit Change Range | 62.36% to 112.31% | | Net Profit Range | 65 million Yuan to 85 million Yuan | | Net Profit for Same Period in 2015 | 40.04 million Yuan | | Reason for Performance Change | Consolidation of wholly-owned subsidiary Huaxia DianTong boosted operating performance | Section V Significant Events Corporate Governance, Litigation, Asset Transactions, etc. The company's corporate governance complied with regulations, with no major litigation, arbitration, media questioning, bankruptcy, or significant asset transactions during the period - The company's corporate governance aligns with the requirements of the Company Law and relevant CSRC regulations[79] - During the reporting period, the company had no major litigation or arbitration, nor any asset acquisitions, disposals, or corporate mergers[80][82][83][84] Equity Incentives and Related Party Transactions The 2015 employee stock ownership plan completed purchases and is locked up, with no significant related party transactions except for a disclosed joint investment with a supervisor's spouse - The company's 2015 employee stock ownership plan completed stock purchases totaling 100.50 million Yuan, with shares locked up for 12 months from December 4, 2015[86] - The company jointly invested with Supervisor Sun Jianwei's spouse to establish Beijing Jiuqi Yunfu Technology Co., Ltd., which provides enterprise-level SaaS cloud services[89] Commitments This section details commitments by controlling shareholders and related parties regarding share lock-up, competition avoidance, and related party transactions, all of which were strictly adhered to - Controlling shareholder Beijing Jiuqi Technology Investment Co., Ltd. committed to a 36-month lock-up period (until December 10, 2018) for shares subscribed through matching raised funds in the Huaxia DianTong restructuring project[99] - Controlling shareholders and actual controllers Dong Taixiang and Zhao Fujun both made long-term effective commitments to avoid horizontal competition and regulate related party transactions[99][100] Section VI Share Changes and Shareholder Information Share Change Information The company's total share capital increased significantly due to a capital reserve to share capital conversion, leading to a rise in the proportion of restricted shares Share Change Information (shares) | Category | Before Change | After Change | Post-Change Ratio | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 128,729,116 | 359,052,515 | 66.31% | | II. Unrestricted Shares | 87,867,664 | 182,439,435 | 33.69% | | III. Total Shares | 216,596,780 | 541,491,950 | 100.00% | - The primary reason for the share change was the implementation of the 2015 profit distribution plan's capital reserve to share capital conversion (15 bonus shares for every 10 shares held)[110] Shareholder Information The company had 42,872 common shareholders, with Beijing Jiuqi Technology Investment, Dong Taixiang, and Zhao Fujun as the top three, the latter two being joint actual controllers Top Three Shareholders' Holdings | Shareholder Name | Shareholding Ratio | Number of Shares (shares) | Share Nature | | :--- | :--- | :--- | :--- | | Beijing Jiuqi Technology Investment Co., Ltd. | 24.17% | 130,871,747 | Restricted | | Dong Taixiang | 15.29% | 82,776,995 | Restricted | | Zhao Fujun | 11.04% | 59,792,807 | Restricted | - Shareholders Dong Taixiang and Zhao Fujun are a married couple and the company's actual controllers; they, along with shareholders Shi Ruifeng and Ouyang Yao, are also shareholders of the controlling shareholder Beijing Jiuqi Technology Investment Co., Ltd.[118] Section VII Preferred Share Information Explanation of Preferred Shares The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[124] Section VIII Information on Directors, Supervisors, and Senior Management Changes in Holdings of Directors, Supervisors, and Senior Management Shareholdings of directors, supervisors, and senior management increased due to capital reserve conversion, with no active trading or personnel changes during the period Major D&S&SM Shareholding Changes (shares) | Name | Position | Shares Held at Beginning of Period | Shares Held at End of Period | | :--- | :--- | :--- | :--- | | Zhao Fujun | Chairman | 23,917,123 | 59,792,807 | | Shi Ruifeng | Director, President | 1,043,979 | 2,609,948 | | Ouyang Yao | Director, Vice President | 5,471,785 | 13,679,462 | - There were no changes in the company's directors, supervisors, and senior management during the reporting period[127] Section IX Financial Report Financial Statements This section presents the unaudited H1 2016 consolidated and parent company financial statements, including balance sheet, income statement, cash flow, and equity changes, showing total assets of 2.38 billion Yuan and net profit of 15.80 million Yuan Consolidated Balance Sheet As of June 30, 2016, total assets were 2.38 billion Yuan, a 4.73% decrease, with parent equity stable at 1.96 billion Yuan, driven by changes in receivables, prepayments, and employee compensation Consolidated Balance Sheet Summary (June 30, 2016) | Item | Period-End Balance (CNY) | Period-Beginning Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 2,379,100,786.90 | 2,497,285,739.62 | | Total Current Assets | 1,106,556,575.40 | 1,214,533,006.63 | | Total Non-current Assets | 1,272,544,211.50 | 1,282,752,732.99 | | Total Liabilities | 411,329,223.46 | 519,973,987.30 | | Equity Attributable to Parent Company | 1,960,197,068.30 | 1,965,596,669.68 | Consolidated Income Statement In H1 2016, total operating revenue grew 173.52% to 434 million Yuan, with total operating costs up 160.36% to 424 million Yuan, yielding 15.80 million Yuan in net profit attributable to the parent, up 117.44% Consolidated Income Statement Summary (Jan-Jun 2016) | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 433,810,899.36 | 158,604,804.30 | | Total Operating Costs | 424,103,604.22 | 160,356,182.41 | | Total Profit | 20,109,683.83 | 10,223,102.69 | | Net Profit | 9,656,951.56 | 4,651,107.86 | | Net Profit Attributable to Parent Company Owners | 15,797,539.06 | 7,265,311.83 | Consolidated Cash Flow Statement Net cash flow from operating activities was a significant outflow of -151 million Yuan, worsening from the prior year, with net outflows also from investing and financing activities, resulting in 632 million Yuan in cash and equivalents at period-end Consolidated Cash Flow Statement Summary (Jan-Jun 2016) | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -151,263,474.71 | -59,567,546.29 | | Net Cash Flow from Investing Activities | -20,951,971.52 | -81,805,496.37 | | Net Cash Flow from Financing Activities | -31,071,355.57 | 105,806,762.89 | | Net Increase in Cash and Cash Equivalents | -203,237,443.39 | -35,566,279.77 | Notes to Consolidated Financial Statements This section details key consolidated financial statement items, including 856 million Yuan in goodwill from acquisitions, significant revenue and cost increases from new subsidiaries, and 101 million Yuan in fully expensed R&D - Period-end goodwill book value was 856 million Yuan, with 446 million Yuan from the acquisition of Beijing YiQiLian Technology Co., Ltd. and 407 million Yuan from Beijing Huaxia DianTong Technology Co., Ltd.; no goodwill impairment was identified during the reporting period[301][302][303] - Total R&D expenditure during the reporting period was 100,621,299.52 Yuan, all expensed and recognized in current administrative expenses[299] Operating Revenue and Cost Composition (CNY) | Item | Revenue (CNY) | Cost (CNY) | | :--- | :--- | :--- | | Main Business | 431,576,648.05 | 198,255,551.25 | | Other Businesses | 2,234,251.31 | 466,640.46 | | Total | 433,810,899.36 | 198,722,191.71 | Post-Balance Sheet Events Post-period, the company plans to acquire Beijing Ruiyi Hengdong Technology for 205 million Yuan to expand digital marketing and issue up to 780 million Yuan in convertible bonds - The company plans to acquire 100% equity of Beijing Ruiyi Hengdong Technology Co., Ltd. for 205 million Yuan to strengthen its digital marketing business[415] - The company intends to publicly issue convertible corporate bonds totaling no more than 780 million Yuan, pending approval from the shareholders' meeting and the CSRC[415] Section X Catalogue of Reference Documents List of Reference Documents This section lists available reference documents, including the original report and financial statements signed by key personnel, and original copies of all publicly disclosed documents - Reference documents include: - Original semi-annual report text signed by the Chairman - Financial report text signed and sealed by the legal representative, chief accountant, and head of accounting department - Original copies of all publicly disclosed documents and announcements from the reporting period[447][449]