亚玛顿(002623) - 2017 Q2 - 季度财报

Section I Important Notice, Table of Contents and Definitions This section provides essential notices, outlines the report's structure, and defines key terminology for clarity and legal compliance Important Notice The board, supervisory board, and senior management guarantee the report's accuracy, with no planned cash dividends or bonus shares, and forward-looking statements are not substantial commitments - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the report content and assume legal responsibility[2] - Company head Lin Jinxi, chief accountant Chen Shaohui, and head of accounting department Chen Shaohui declare that the financial report is true, accurate, and complete[2] - Forward-looking statements regarding future development plans in this report do not constitute a substantial commitment by the company to investors, who should be aware of investment risks[3] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[4] Table of Contents This section outlines the report's overall structure, listing eleven main chapters and their corresponding page numbers for quick navigation - The report comprises eleven main chapters, including Important Notice, Company Profile, Business Overview, Management Discussion and Analysis, Significant Events, Share Changes, Preferred Shares, Directors, Supervisors, and Senior Management, Corporate Bonds, Financial Report, and Catalogue of Reference Documents[6] Definitions This section provides definitions for key terms used throughout the report, including company specifics and specialized photovoltaic industry terminology, to ensure clarity - Defines basic concepts such as 'the Company', 'Controlling Shareholder', and 'Actual Controller'[8] - Explains photovoltaic industry terminology, such as 'anti-reflective PV glass' referring to high-efficiency anti-reflective coated glass that can increase the output power of PV cell modules[8] - Explains 'BIPV' as Building-Integrated Photovoltaics technology, and core company products such as 'ultra-thin double-glass modules' and 'ultra-thin large-size display glass'[8][9] Section II Company Profile and Key Financial Indicators This section details the company's basic information, contact details, and key financial performance indicators, highlighting revenue growth alongside a significant decline in net profit and the impact of non-recurring items Company Profile Changzhou Almaden Co., Ltd. (stock code: 002623) is listed on the Shenzhen Stock Exchange, with Lin Jinxi as its legal representative - The company's stock abbreviation is Almaden, stock code: 002623, listed on the Shenzhen Stock Exchange[11] - The company's legal representative is Lin Jinxi[11] Contact Persons and Information The company's Board Secretary is Liu Qin, and the Securities Affairs Representative is Jin Zhenhua, both located at No. 639 Qinglong East Road, Tianning District, Changzhou City, Jiangsu Province, with detailed contact information provided - The Board Secretary is Liu Qin, and the Securities Affairs Representative is Jin Zhenhua[12] - The company's contact address is No. 639 Qinglong East Road, Tianning District, Changzhou City, Jiangsu Province[12] Other Information During the reporting period, the company's registered address, office address, postal code, website, email, and designated information disclosure newspaper and website remained unchanged, consistent with the 2016 annual report - The company's registered address, office address, postal code, website, and email remained unchanged during the reporting period[13] - The name of the information disclosure newspaper selected by the company, the website address designated by the China Securities Regulatory Commission, and the location for the company's semi-annual report remained unchanged during the reporting period[15] Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue increased by 6.45%, but net profit attributable to shareholders and non-recurring net profit significantly decreased by 74.64% and 86.21%, respectively; net cash flow from operating activities improved by 119.89%, while total assets and net assets attributable to shareholders also grew Key Accounting Data and Financial Indicators (Year-on-Year) | Indicator | Current Reporting Period (Yuan) | Prior Period (Yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (Yuan) | 833,703,382.16 | 783,197,953.91 | 6.45% | | Net Profit Attributable to Shareholders (Yuan) | 7,613,862.76 | 30,019,046.41 | -74.64% | | Net Profit Attributable to Shareholders Excluding Non-Recurring Items (Yuan) | 3,674,798.32 | 26,657,400.10 | -86.21% | | Net Cash Flow from Operating Activities (Yuan) | 32,253,976.71 | -162,158,396.36 | 119.89% | | Basic Earnings Per Share (Yuan/Share) | 0.05 | 0.19 | -73.68% | | Diluted Earnings Per Share (Yuan/Share) | 0.05 | 0.19 | -73.68% | | Weighted Average Return on Net Assets | 0.35% | 1.38% | -1.03% | Key Accounting Data and Financial Indicators (Period-End) | Indicator | Balance at End of Current Reporting Period (Yuan) | Balance at End of Prior Year (Yuan) | Change from Prior Year-End | | :--- | :--- | :--- | :--- | | Total Assets (Yuan) | 4,854,475,383.07 | 4,280,411,502.72 | 13.41% | | Net Assets Attributable to Shareholders (Yuan) | 2,168,870,334.06 | 2,165,983,916.88 | 0.13% | Differences in Accounting Data Under Domestic and Overseas Accounting Standards During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under International or overseas accounting standards and Chinese accounting standards - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards[17] - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards[18] Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to 3,939,064.44 Yuan, primarily comprising government subsidies of 4,980,456.70 Yuan, non-current asset disposal losses of -3,290.60 Yuan, and other non-operating income/expenses and income tax impacts Non-Recurring Gains and Losses Items and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Gains/Losses on disposal of non-current assets | -3,290.60 | | Government subsidies recognized in current profit or loss | 4,980,456.70 | | Other non-operating income and expenses apart from the above | -315,924.31 | | Less: Income tax impact | 722,177.35 | | Total | 3,939,064.44 | - During the reporting period, the company did not classify non-recurring gains and losses as recurring gains and losses[20] Section III Business Overview This section outlines the company's core businesses in new materials and PV, its operating model, industry trends, significant asset changes including overseas investments, and an analysis of its core competitive strengths Main Businesses Engaged by the Company During the Reporting Period The company focuses on R&D and innovation in new materials and technologies, forming a diversified business model primarily including anti-reflective PV glass, ultra-thin double-glass modules, and PV power station operations; anti-reflective PV glass faces intensified market competition and rising costs, while ultra-thin double-glass modules gain market recognition due to technological advantages and growing demand; PV power station business promotes modules through self-built stations and provides stable cash flow Company's Main Business Since its establishment, the company has focused on R&D and innovation in new materials and technologies, forming three core businesses: anti-reflective PV glass, ultra-thin double-glass modules, and PV power stations; anti-reflective PV glass faces market competition and cost pressures, while ultra-thin double-glass modules are favored due to their unique advantages and the 'Top Runner' program, and PV power station business achieves module promotion and stable revenue through self-built stations - The company is the first in China to research and produce large-area anti-reflective films for PV glass using nanomaterials, and the only domestic enterprise to mass-produce ≤2.0 mm ultra-thin physically tempered glass and ultra-thin double-glass modules using physical tempering technology[24] - The anti-reflective PV glass business has seen rising costs and declining profitability due to intensified competition in the PV manufacturing industry and insufficient raw glass supply in recent years[24] - Ultra-thin double-glass modules offer advantages such as high reliability, high power generation, long lifespan, low degradation, high safety, and environmental friendliness, with increasing market recognition[24] - As of the reporting period, the company's self-built PV power stations have a total capacity of approximately 318.44 MW, aiming to drive module market promotion and enhance the company's profitability[26] Company's Main Business Model The company's main businesses have complete R&D, procurement, production, sales, and after-sales service systems; anti-reflective PV glass and ultra-thin double-glass module businesses primarily adopt a 'production-to-order' model with long-term strategic customer relationships; solar power station business operates through the company providing ultra-thin modules and EPC project contracting, while focusing on R&D to reduce costs and improve product quality - The company's main businesses possess complete R&D, procurement, production, sales, and after-sales service systems[27] - The anti-reflective PV glass and ultra-thin double-glass module businesses primarily adopt a 'production-to-order' operating model and establish long-term strategic cooperative relationships with customers[27] - The solar power station business operates through the company providing ultra-thin modules and undertaking EPC (Engineering, Procurement, and Construction) project contracting[27] Industry Situation During the reporting period, global PV installed capacity continued rapid growth, with domestic new installations reaching 24.4 GW, a 9% year-on-year increase; emerging markets like India and the US showed strong demand; despite potential short-term market overdraw from the '630' policy, the long-term outlook for the PV industry is promising due to rapidly falling generation costs and diversified applications; the company will leverage its technological, scale, and brand advantages to enhance market share and competitiveness - During the reporting period, global PV installed capacity continued rapid growth, with domestic new PV installations reaching 24.4 GW, a 9% year-on-year increase[28] - Demand in emerging markets such as India, the United States, Mexico, and the Middle East grew rapidly[28] - In the long term, the rapid decline in PV power generation costs and diversified applications provide vast space for the PV market's development, with immense potential[28] - The company will closely follow industry development trends, leverage its technological R&D, scale, and brand advantages to increase market share and competitive position[29] Significant Changes in Major Assets During the reporting period, there were no significant changes in the company's fixed assets and intangible assets; construction in progress increased by 78.25% from the beginning of the year, mainly due to increased investment in the Zhumadian 70MW PV power generation project, Xingyi Qingshuihe 70MW PV power station project, and the commencement of the Puan Louxia 50MW agricultural PV power station project; overseas assets of Almaden Middle East North Africa Co., Ltd. amounted to 124.27 million Yuan, accounting for 5.73% of the company's net assets, but it has not yet been completed and put into operation Significant Changes in Major Assets During the reporting period, the company's fixed assets and intangible assets did not undergo significant changes; construction in progress notably increased by 78.25%, primarily due to continuous investment in multiple PV power station projects, including Zhumadian 70MW, Xingyi Qingshuihe 70MW, and Puan Louxia 50MW agricultural PV power station projects - Construction in progress increased by 78.25% compared to the beginning of the year[31] - The main reason was increased continuous investment in the company's Zhumadian 70MW PV power generation project and Xingyi Qingshuihe 70MW PV power station project, as well as the commencement of the Puan Louxia 50MW agricultural PV power station project during the reporting period[31] Major Overseas Assets The company's major overseas asset is Almaden Middle East North Africa Co., Ltd., with an asset scale of 124.27 million Yuan, accounting for 5.73% of the company's net assets; located in Dubai, it primarily engages in the production and sales of ultra-thin double-glass modules, but as of the reporting period, it has not yet been completed and put into operation, thus generating no revenue Major Overseas Assets | Specific Asset Details | Asset Scale (10,000 Yuan) | Location | Operating Model | Revenue Status | Proportion of Overseas Assets to Company's Net Assets | | :--- | :--- | :--- | :--- | :--- | :--- | | Almaden Middle East North Africa Co., Ltd. | 12,427.29 | Dubai | Production and sales of ultra-thin double-glass modules | Not yet completed and put into operation | 5.73% | Core Competitiveness Analysis During the reporting period, the company continuously enhanced its competitive strength through sustained investment and increased independent R&D efforts, with no severe impact on core competitiveness due to equipment or technology upgrades, or resignation of key technical personnel - The company enhances its competitive strength through investment and increased independent R&D efforts[33] - There were no instances where the company's core competitive capabilities were severely affected due to equipment or technology upgrades, or the resignation of key technical personnel[33] Section IV Management Discussion and Analysis This section analyzes the company's operating performance, detailing revenue and profit drivers, asset and liability changes, investment activities, and the performance of subsidiaries, concluding with a forecast and a comprehensive review of risks and mitigation strategies Overview During the reporting period, the company's operating revenue increased by 6.45%, but net profit significantly decreased by 74.64%, primarily due to declining gross margins for anti-reflective PV glass, lower-than-expected gross margins for ultra-thin double-glass modules, increased financial expenses from expanded financing, and a substantial rise in selling expenses (transportation and quality insurance fees); the company actively expanded its ultra-thin double-glass module business, increased R&D investment, and advanced capital operations to secure funding Operating Performance Overview During the reporting period, the company achieved stable operating revenue growth, reaching 833.70 million Yuan, a 6.45% year-on-year increase; however, operating profit, total profit, and net profit attributable to shareholders all significantly declined by 99.26%, 86.65%, and 74.64%, respectively, mainly due to decreased product gross margins and substantial increases in financial and selling expenses Key Operating Performance Overview | Indicator | Current Reporting Period (10,000 Yuan) | Prior Period (10,000 Yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 83,370.34 | 78,319.80 | 6.45% | | Operating Profit | 24.40 | 3,297.00 | -99.26% | | Total Profit | 490.53 | 3,673.26 | -86.65% | | Net Profit Attributable to Shareholders | 761.39 | 3,001.90 | -74.64% | - The anti-reflective PV glass product market faced fierce competition, with insufficient raw glass supply leading to rising costs and declining gross margins[36] - The expansion of the company's power station scale led to a significant increase in financing, with financial expenses growing by 443.34% year-on-year[36] - Increased export volume led to a substantial rise in transportation costs, along with increased quality insurance fees for ultra-thin double-glass modules, resulting in a significant increase in selling expenses[36] Key Work During the Reporting Period During the reporting period, the company's key initiatives included: seizing market opportunities to vigorously expand its ultra-thin double-glass module business, leveraging its advantages in distributed generation to increase market share; actively developing new products and applying new technologies, with R&D investment growing by 25.47% year-on-year, and collaborating with internationally renowned enterprises on 'solar roof' project products; smoothly advancing capital operations, raising funds through non-public stock issuance to secure financing for 90MW ground-mounted PV power generation and 1GW intelligent ultra-thin double-glass module projects - The company seized the opportunity of growing industry demand, intensified the promotion of ultra-thin double-glass modules, and increased market share by participating in tenders from large state-owned power companies and exploring emerging markets[36] - R&D investment in the first half of the year totaled 20.91 million Yuan, a year-on-year increase of 25.47%, and the company collaborated with internationally renowned enterprises to develop 'solar roof' project products, commencing bulk supply[37] - In April 2017, the company privately issued A-shares, raising a total of no more than 955.99 million Yuan for a 90MW ground-mounted PV power generation project and a new 1GW intelligent ultra-thin double-glass module project, providing financial assurance for the company's business development[38] Main Business Analysis The company's main business revenue increased by 6.45% year-on-year, but net profit significantly declined; selling expenses and financial expenses surged by 59.23% and 443.34% respectively; non-metallic mineral products and solar glass contributed the largest and fastest-growing portions of operating revenue, with electricity sales revenue dramatically increasing by 1,334.16% year-on-year; export revenue also grew by 52.28%, with improved gross margins Overview This overview section is identical to 'I. Overview' in 'Management Discussion and Analysis,' primarily explaining the reasons for the company's operating revenue growth but significant net profit decline during the reporting period, including product gross margins affected by market competition, and substantial increases in financial and selling expenses - The content of this section is identical to the disclosure in 'I. Overview' within 'Management Discussion and Analysis'[39] Year-on-Year Changes in Key Financial Data During the reporting period, the company's operating revenue increased by 6.45% year-on-year, but net profit attributable to shareholders significantly decreased by 74.64%; selling expenses and financial expenses surged by 59.23% and 443.34% respectively, mainly due to increased export transportation costs, quality insurance fees, and power station financing interest; net cash flow from operating activities significantly improved, growing by 119.89% Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (Yuan) | Prior Period (Yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 833,703,382.16 | 783,197,953.91 | 6.45% | | | Net Profit Attributable to Shareholders | 7,613,862.76 | 30,019,046.41 | -74.64% | | | Selling Expenses | 25,331,480.47 | 15,908,330.11 | 59.23% | Increased export volume led to a substantial rise in transportation costs, along with increased quality insurance fees for ultra-thin double-glass modules | | Financial Expenses | 30,604,949.80 | 5,632,736.64 | 443.34% | Expanded power station scale, increased capital demand, significant increase in financing, and increased borrowing interest | | Net Cash Flow from Operating Activities | 32,253,976.71 | -162,158,396.36 | 119.89% | Increased cash recovery from sales and reduced cash payments for product purchases due to insufficient raw glass supply | Composition of Operating Revenue During the reporting period, the company's total operating revenue was 833,703,382.16 Yuan, a 6.45% year-on-year increase; by industry, non-metallic mineral products accounted for 60.43% and new energy for 39.12%; by product, solar glass was 60.43%, solar modules 30.08%, and electricity sales 9.04%; by region, domestic sales were 82.52% and exports 17.48%; notably, electricity sales revenue surged by 1,334.16% year-on-year, and export revenue grew by 52.28% Composition of Operating Revenue (by Industry) | By Industry | Amount (Yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Non-metallic Mineral Products Industry | 503,833,506.64 | 60.43% | 24.34% | | New Energy | 326,120,778.78 | 39.12% | -0.50% | Composition of Operating Revenue (by Product) | By Product | Amount (Yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Solar Glass | 503,833,506.64 | 60.43% | 24.34% | | Solar Modules | 250,767,072.89 | 30.08% | -22.24% | | Electricity Sales | 75,353,705.89 | 9.04% | 1,334.16% | Composition of Operating Revenue (by Region) | By Region | Amount (Yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Domestic Sales | 688,011,886.55 | 82.52% | 0.07% | | Export Sales | 145,691,495.61 | 17.48% | 52.28% | Explanation of Year-on-Year Changes Exceeding 30% During the reporting period, the company's electricity sales revenue surged by 1,334.16% year-on-year, primarily due to increased power generation revenue from self-built solar power stations - Electricity sales operating revenue increased by 1,334.16% compared to the same period last year, mainly due to increased power generation revenue from the company's self-built solar power stations[46] Non-Core Business Analysis During the reporting period, non-core businesses significantly impacted total profit; asset impairment losses were -3,292,160.49 Yuan, accounting for -67.11% of total profit, mainly due to the recovery of some accounts receivable; non-operating income was 5,087,571.70 Yuan, accounting for 103.72% of total profit, primarily from government subsidies; these non-recurring gains and losses are not sustainable Impact of Non-Core Business on Total Profit | Item | Amount (Yuan) | Proportion of Total Profit | Explanation of Cause | Is it Sustainable | | :--- | :--- | :--- | :--- | :--- | | Asset Impairment | -3,292,160.49 | -67.11% | Mainly due to the recovery of some accounts receivable in the current period | No | | Non-operating Income | 5,087,571.70 | 103.72% | Mainly government subsidies | No | | Non-operating Expenses | 426,329.91 | 8.69% | | No | Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets increased by 13.41% year-on-year; fixed assets surged by 116.31% compared to the previous year, mainly due to power station projects being connected to the grid and reclassified; long-term borrowings significantly increased by 13.33%, reflecting increased financing needs due to the expansion of the company's self-built solar power stations; cash and equivalents decreased as a proportion, while accounts receivable and short-term borrowings increased; total restricted assets at period-end reached 1,279,571,991.42 Yuan, primarily for bank acceptance bill deposits and mortgage loans Significant Changes in Asset Composition At the end of the reporting period, the company's total assets reached 4,854,475,383.07 Yuan, an increase of 13.41% from the end of the previous year; fixed assets significantly increased by 116.31%, mainly due to power station projects being successively connected to the grid and reclassified from construction in progress to fixed assets; long-term borrowings also notably increased by 13.33% to support the expansion of self-built solar power stations Significant Changes in Asset Composition | Item | Amount at End of Current Reporting Period (Yuan) | Proportion of Total Assets | Amount at End of Prior Year (Yuan) | Proportion of Total Assets | Proportion Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 4,854,475,383.07 | | 4,280,411,502.72 | | 13.41% | | | Fixed Assets | 1,821,867,003.31 | 37.53% | 842,244,557.88 | 24.57% | 12.96% | Fixed assets increased by 116.31% compared to the previous year, mainly due to power station projects being successively connected to the grid and reclassified from construction in progress to fixed assets | | Long-term Borrowings | 783,080,228.84 | 16.13% | 96,000,000.00 | 2.80% | 13.33% | During the reporting period, the company's self-built solar power station scale expanded, and financing scale increased accordingly | Assets and Liabilities Measured at Fair Value During the reporting period, the company had no assets or liabilities measured at fair value - During the reporting period, the company had no assets or liabilities measured at fair value[52] Asset Restrictions as of the End of the Reporting Period As of the end of the reporting period, the company's total restricted assets amounted to 1,279,571,991.42 Yuan, primarily including 173,154,851.60 Yuan in cash and equivalents (as deposits for bank acceptance bills, letters of credit, and guarantees), and fixed assets, intangible assets, and construction in progress restricted due to mortgage loans Asset Restrictions as of the End of the Reporting Period | Item | Book Value at Period-End (Yuan) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Equivalents | 173,154,851.60 | Deposits for bank acceptance bills, letters of credit, and guarantees | | Fixed Assets | 753,888,466.19 | Mortgage loans | | Intangible Assets | 151,179,684.42 | Mortgage loans | | Construction in Progress | 199,748,989.21 | Mortgage loans | | Long-term Receivables | 1,600,000.00 | Finance lease deposit guarantee | | Total | 1,279,571,991.42 | -- | Investment Analysis During the reporting period, the company's total investment was 463,970,028.54 Yuan, a significant year-on-year increase of 1,304.76%; the company made several major equity investments, establishing or increasing capital in multiple new energy subsidiaries, and acquiring Ningbo Free Trade Zone Almaden New Energy Investment Partnership; concurrently, several major non-equity investment projects (PV power stations and module production lines) are under construction, with cumulative investments exceeding 1.1 billion Yuan; total raised funds cumulatively invested reached 1,594.04 million Yuan, but some committed projects adjusted their progress or were terminated due to market changes or technological upgrades Overall Situation During the reporting period, the company's total investment amounted to 463,970,028.54 Yuan, a substantial increase of 1,304.76% compared to the same period last year, indicating a significant increase in the company's investment in business expansion and project construction Investment Amount During the Reporting Period | Indicator | Amount (Yuan) | | :--- | :--- | | Investment Amount in Current Reporting Period | 463,970,028.54 | | Investment Amount in Prior Period | 201,309,183.63 | | Change Rate | 1,304.76% | Significant Equity Investments Acquired During the Reporting Period During the reporting period, the company made several major equity investments, including establishing Guian New Area Almaden Optoelectronic Materials Co., Ltd. (investment of 50 million Yuan), increasing capital in Puan Zhonghong New Energy Co., Ltd. (investment of 90 million Yuan) and Fengxian Yaohui New Energy Co., Ltd. (investment of 96 million Yuan), acquiring 60% equity in Ningbo Free Trade Zone Almaden New Energy Investment Partnership (Limited Partnership) (investment of 240 million Yuan), and establishing Qianxinan Yilong Almaden New Energy Co., Ltd. (investment of 100 million Yuan), totaling 576 million Yuan, primarily for expanding PV materials and power station businesses Significant Equity Investments During the Reporting Period | Name of Investee Company | Main Business | Investment Method | Investment Amount (10,000 Yuan) | Shareholding Ratio | Source of Funds | Progress | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guian New Area Almaden Optoelectronic Materials Co., Ltd. | PV coated glass for solar energy and atmospheric and vacuum coated glass products, etc. | New establishment | 5,000 | 100.00% | Self-funded | Completed industrial and commercial registration | | Puan Zhonghong New Energy Co., Ltd. | PV power station development, investment, construction, operation, maintenance, etc. | Capital increase | 9,000 | 100.00% | Self-funded | Completed industrial and commercial registration | | Fengxian Yaohui New Energy Co., Ltd. | Solar power engineering design, construction; sales and after-sales service of solar power equipment and components, etc. | Capital increase | 9,600 | 100.00% | Self-funded | Completed industrial and commercial change registration | | Ningbo Free Trade Zone Almaden New Energy Investment Partnership (Limited Partnership) | Industrial investment, venture capital; investment consulting (excluding securities, futures), enterprise management consulting, business consulting (the above consulting may not engage in brokerage), exhibition services, marketing planning. | Acquisition | 24,000 | 100.00% | Self-funded | Completed industrial and commercial change registration | | Qianxinan Yilong Almaden New Energy Co., Ltd. | PV power station development, investment, construction, operation, maintenance, etc. | New establishment | 10,000 | 100.00% | Self-funded | Completed industrial and commercial change registration | Significant Non-Equity Investments in Progress During the Reporting Period The company is undertaking multiple significant non-equity investments during the reporting period, primarily focused on PV power station projects and ultra-thin double-glass module production line construction; the Xingyi Qingshuihe 70MW PV Power Station Project, Jiangsu Xuzhou Fengxian Yaohui 40MW Agri-PV Hybrid Power Station Project, Zhumadian 70MW PV Power Generation Project, and Puan Louxia 50MW Agricultural PV Power Station Project are all under continuous construction, with progress rates of 70%, 90%, 60%, and 50% respectively; the new 1GW Intelligent Ultra-thin Double-Glass Module Project has also commenced construction, with 7% progress; these projects collectively involved an investment of 651,618,838.30 Yuan in the current reporting period, with cumulative actual investment reaching 1,191,921,667.55 Yuan Significant Non-Equity Investments in Progress During the Reporting Period | Project Name | Investment Method | Is it Fixed Asset Investment | Industry Involved | Amount Invested in Current Reporting Period (Yuan) | Cumulative Actual Investment Amount as of End of Reporting Period (Yuan) | Source of Funds | Project Progress | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xingyi Qingshuihe 70MW PV Power Station Project | Self-built | Yes | PV Power Station | 60,773,184.61 | 371,496,408.60 | Self-funded, loans | 70.00% | | Jiangsu Xuzhou Fengxian Yaohui "Top Runner" 40MW Agri-PV Hybrid Power Station Project | Self-built | Yes | PV Power Station | 251,356,204.49 | 253,652,834.06 | Self-funded, loans | 90.00% | | Zhumadian 70MW PV Power Generation Project | Self-built | Yes | PV Power Station | 126,325,021.49 | 353,607,997.18 | Self-funded, loans | 60.00% | | Guizhou Puan Louxia 50MW Agricultural PV Power Station Project | Self-built | Yes | PV Power Station | 186,964,354.67 | 186,964,354.67 | Self-funded, loans | 50.00% | | New 1GW Intelligent Ultra-thin Double-Glass Module Project | Self-built | Yes | Photovoltaic | 26,200,073.04 | 26,200,073.04 | Self-funded, loans | 7.00% | | Total | -- | -- | -- | 651,618,838.30 | 1,191,921,667.55 | -- | -- | Financial Assets Measured at Fair Value During the reporting period, the company had no financial assets measured at fair value - During the reporting period, the company had no financial assets measured at fair value[61] Securities Investment During the reporting period, the company had no securities investments - During the reporting period, the company had no securities investments[61] Derivative Investments During the reporting period, the company had no derivative investments - During the reporting period, the company had no derivative investments[62] Use of Raised Funds The company's total raised funds amounted to 1,520 million Yuan, with cumulative investment reaching 1,594.04 million Yuan; the total amount of raised funds with changed uses was 474.25 million Yuan, accounting for 31.20%; some committed projects, such as the 'PV Coated Glass Technology Transformation Project' and 'R&D and Testing Center Project', have been terminated, while the 'Ultra-thin Double-Glass BIPV Module Production Project' and 'Multi-functional Lightweight Reinforced Optoelectronic Glass Production Line Project' have seen adjusted progress or termination due to reasons like technological upgrades and market changes Overall Use of Raised Funds | Indicator | Amount (10,000 Yuan) | | :--- | :--- | | Total Raised Funds | 152,000 | | Total Raised Funds Invested in Current Reporting Period | 2.28 | | Total Raised Funds Cumulatively Invested | 159,404.24 | | Total Raised Funds with Changed Uses | 47,424.84 | | Proportion of Total Raised Funds with Changed Uses | 31.20% | - The 'PV Coated Glass Technology Transformation Project' and 'R&D and Testing Center Project' have been terminated, primarily due to changes in market demand and adjustments in technological research direction[67][68] - The construction progress of the 'Ultra-thin Double-Glass BIPV Module Production Project' and 'Multi-functional Lightweight Reinforced Optoelectronic Glass Production Line Project' has been delayed, mainly due to longer cycles for equipment customization, production line debugging, and market promotion, as well as declining PV module prices, leading to lower-than-expected benefits[67][68] Significant Non-Raised Funds Investment Projects During the reporting period, the company had no significant non-raised funds investment projects - During the reporting period, the company had no significant non-raised funds investment projects[72] Significant Asset and Equity Sales During the reporting period, the company did not engage in any significant asset sales or equity sales - The company did not sell significant assets during the reporting period[73] - The company did not sell significant equity during the reporting period[74] Analysis of Major Holding and Participating Companies During the reporting period, the company's major subsidiaries, Jiangsu Almaden Power Investment Co., Ltd. and Ningbo Free Trade Zone Almaden New Energy Investment Partnership (Limited Partnership), were profitable, with net profits of 6,621,151.70 Yuan and 17,635,446.65 Yuan respectively; however, Almaden Europe Co., Almaden Middle East North Africa Co., Ltd., and Changzhou Almaden Electronic Glass Co., Ltd. incurred losses; the company established Guian New Area Almaden Optoelectronic Materials Co., Ltd. and Qianxinan Yilong Almaden New Energy Co., Ltd. to expand capacity and develop PV power station projects, acquired 60% equity in Ningbo Free Trade Zone Almaden New Energy Investment Partnership, and transferred equity in Shanghai Almaden New Energy Co., Ltd. to reduce operating costs Major Subsidiaries and Participating Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (10,000 Yuan) | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Operating Profit (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Almaden Europe Co. | Subsidiary | Develop European market to sell Almaden Co., Ltd.'s ultra-thin double-glass modules and other products | 100 million Euro | 4,642,089.05 | 2,028,654.25 | 125,184.92 | -1,426,638.68 | -1,426,638.68 | | Jiangsu Almaden Power Investment Co., Ltd. | Subsidiary | Design, development, investment, construction, and operation management of solar power station projects; comprehensive utilization and operation of PV power stations; PV power generation technology consulting and services | 2,000 | 583,249,068.88 | 57,485,461.44 | 15,502,475.04 | 7,060,611.81 | 6,621,151.70 | | Almaden Middle East North Africa Co., Ltd. | Subsidiary | Trade of solar systems and related components; manufacturing of solar panels; production and assembly of lighting accessories and fixtures; manufacturing of safety glass | | 124,272,895.77 | 118,645,702.07 | 4,959,458.76 | -3,062,244.35 | -3,062,244.35 | | Ningbo Free Trade Zone Almaden New Energy Investment Partnership (Limited Partnership) | Subsidiary | Industrial investment, venture capital, investment consulting (excluding securities, futures), enterprise management consulting, business consulting (the above consulting may not engage in brokerage), exhibition services, marketing planning. | 50,000 | 971,586,274.53 | 402,624,699.30 | 41,963,787.88 | 17,286,423.35 | 17,635,446.65 | | Changzhou Almaden Electronic Glass Co., Ltd. | Subsidiary | Production and sales of reinforced optoelectronic glass, solar glass, display glass, smart coated glass; consulting and services for glass coating technology; production and sales of glass special equipment and spare parts | 2,000 | 11,588,256.80 | 9,539,994.28 | 413,770.48 | -1,123,555.99 | -1,123,555.99 | | Nanjing Yidianhong New Energy Co., Ltd. | Subsidiary | PV power station development, investment, construction, operation, maintenance, etc. | 20,000 | 482,024,698.89 | 210,421,371.86 | 20,984,820.50 | 4,783,620.92 | 4,783,120.92 | | Nanjing Jinghong New Energy Co., Ltd. | Subsidiary | PV power station development, investment, construction, operation, maintenance, etc. | 100 | 238,805,732.15 | 64,751,370.66 | 0.00 | -2,679,680.64 | -2,679,778.63 | Acquisition and Disposal of Subsidiaries During the Reporting Period | Company Name | Method of Acquisition and Disposal of Subsidiaries During the Reporting Period | Impact on Overall Production, Operations, and Performance | | :--- | :--- | :--- | | Guian New Area Almaden Optoelectronic Materials Co., Ltd. | New establishment | Expand ultra-thin double-glass module capacity | | Leizhou Almaden New Energy Co., Ltd. | New establishment | Favorable for future expansion of PV power station projects | | Ningbo Free Trade Zone Almaden New Energy Investment Partnership (Limited Partnership) | Acquisition of 60% equity | Net profit of 17.6354 million Yuan | | Shanghai Almaden New Energy Co., Ltd. | Transfer | Reduce company operating costs and promote healthy development | | Qianxinan Yilong Almaden New Energy Co., Ltd. | New establishment | Favorable for future expansion of PV power station projects | Structured Entities Controlled by the Company During the reporting period, the company had no controlled structured entities - During the reporting period, the company had no controlled structured entities[78] Forecast of Operating Performance for January-September 2017 The company forecasts a net profit change of -78.01% to -67.02% for shareholders from January to September 2017, with a net profit range of 10 million Yuan to 15 million Yuan; performance fluctuations are primarily influenced by intensified competition in the PV coated glass industry, rising raw material prices, increased financial expenses due to expanded financing, and a substantial rise in selling expenses Operating Performance Forecast for January-September 2017 | Indicator | Forecast for Jan-Sep 2017 | Jan-Sep 2016 (10,000 Yuan) | | :--- | :--- | :--- | | Change in Net Profit Attributable to Shareholders | -78.01% to -67.02% | | | Net Profit Range Attributable to Shareholders (10,000 Yuan) | 1,000 to 1,500 | 4,548.47 | - Reasons for performance changes include: intensified competition in the PV coated glass industry, insufficient raw glass supply, and rising raw material prices; expanded power station scale leading to a significant increase in financing and financial expenses; increased export volume resulting in a substantial rise in transportation costs, and increased selling expenses due to intensified market promotion of ultra-thin double-glass module products[78] Risks Faced by the Company and Countermeasures The company faces six major risks: changes in industrial policy, intensified industry competition, insufficient supply of key raw materials, growth in accounts receivable, construction and O&M management of PV power station projects, and organizational management systems; the company plans to address these risks by closely monitoring policy changes, reducing costs through technological innovation, optimizing sales strategies, strengthening credit management, selecting high-quality power station projects, and improving organizational structure Risk of Changes in Industrial Policy The development of the PV industry heavily relies on government policy support; if countries adjust subsidy and trade policies, it could lead to fluctuations in PV module market prices and demand; the company will closely monitor macroeconomic and policy changes, timely adjust production capacity and sales strategies, and reduce costs through technological innovation to mitigate adverse impacts from policy adjustments - The development of the PV industry largely still relies on government policy support, and policy adjustments may lead to fluctuations in market prices and demand[79] - The company will closely monitor changes in global macroeconomic policies, industry policies, and relevant laws and regulations, timely adjust the scale and pace of its capacity expansion and production site selection, and formulate scientific sales strategies[80] - The company will gradually reduce product costs through energy saving, consumption reduction, and technological innovation to offset the impact of PV subsidy reductions or the cancellation of other support policies on the company's future performance[80] Risk of Intensified Industry Competition Competition in the solar PV industry is intensifying; if the company fails to maintain its development speed or technological advantages, it could lead to weakened competitive advantages and declining product profit margins; the company will control and reduce production costs through process technology improvements, equipment upgrades, and personnel training, and increase market promotion efforts to enhance brand influence and maintain core competitiveness - The continuous rapid development of PV enterprises has led to increasingly fierce market competition, which may weaken the company's competitive advantages and reduce product profit margins[80] - The company will control and further reduce production costs through methods such as process technology improvement, equipment upgrades, and personnel training[80] - The company will increase market promotion efforts, enhance the global influence of its brand, optimize sales strategies, and increase market share to maintain its core competitiveness[80] Risk of Insufficient Supply of Key Raw Materials The rapid development of the PV coated glass industry has led to insufficient raw glass supply, affecting the company's capacity utilization and driving up costs, resulting in a significant decline in gross margins; the company will strengthen communication with existing suppliers, monitor new capacities, integrate upstream and downstream strategic resources as appropriate, and utilize ultra-thin physical tempered coating technology to produce differentiated products to mitigate risks - The issue of insufficient raw glass supply in the PV coated glass industry is becoming increasingly severe, preventing the company's capacity utilization from being fully released and leading to a significant decline in gross margins[81] - The company will strengthen communication with existing raw material suppliers, closely monitor new or expanded capacity raw material suppliers in the market, and integrate upstream and downstream strategic resources as appropriate[81] - The company will utilize its independently innovated ≤2mm ultra-thin physical tempered coating technology to produce differentiated products, leading the shift in market demand[81] Risk of Accounts Receivable Growth As the operating scale expands, the company's accounts receivable are gradually increasing, which may lead to slower capital turnover and bad debt risk; the company has established strict credit management and accounts receivable management systems, strengthening control and management of accounts receivable through methods such as 'pre-event customer credit analysis, in-process control, and post-event dedicated follow-up and collection' to minimize financial risks - The expansion of the company's operating scale has led to a gradual increase in accounts receivable, which may result in slower capital turnover and bad debt risk[81] - The company has established strict credit management and accounts receivable management systems, strengthening the control and management of accounts receivable through methods such as 'pre-event customer credit analysis, in-process control, and post-event dedicated follow-up and collection'[81] Risks in Construction and O&M Management of PV Power Station System Integration Projects PV power station projects involve large investments and land resources, with numerous uncertainties in development and construction that may lead to project delays, difficulties in grid connection, and increased working capital needs; the company will strive to select projects with favorable grid connection conditions, clear subsidy policies, controllable installation costs, and high project gross margins, accelerate the promotion of poverty alleviation PV projects and distributed industrial rooftop projects, and strengthen on-site process management for engineering projects, and achieve new value-added through O&M services - PV power station projects involve large investments and land resources, with numerous uncertainties in development and construction that may lead to project delays, difficulties in timely grid connection for power generation, and increased working capital needs during the construction period[83] - In project selection, the company strives to choose projects with better grid connection conditions, clear subsidy policies, controllable installation costs, and higher project gross margins, accelerating the promotion of poverty alleviation PV projects and distributed industrial rooftop projects[83] - The company will strengthen on-site process management for engineering projects, striving to achieve new value-added through O&M services for its own and contracted grid-connected power station projects[83] Organizational Management System Risk As the company expands in scale and through external growth, it has formed a group-style framework, placing higher demands on operational management, resource integration, strategic investment, etc.; if the management team lacks sufficient integration, comprehensive quality, and management level, or if organizational models, business processes, and management systems are not timely adjusted and improved, it will directly affect operational efficiency and profitability; the company will continuously improve its organizational structure and management system, strengthen internal control construction, optimize business processes, improve incentive and restraint mechanisms, clarify functional responsibilities, and form an efficient management system - The company's scale is gradually expanding, having developed into a group-style framework with multiple subsidiaries, which places higher demands on operational management, resource integration, strategic investment, and market development[83] - If the company's management team fails to integrate quickly, and its comprehensive quality and management level do not improve accordingly, or if the company's organizational model, business processes, and management systems are not timely adjusted and improved with the expansion of the company's scale, it will directly affect the company's operational efficiency and profitability[83] - The company will continuously improve its organizational structure and management system, strengthen internal control construction, optimize various business processes, improve incentive and restraint mechanisms, further clarify the functional responsibilities between company departments and subsidiaries, and form an efficient and company-specific management system[83] Section V Significant Events This section covers significant corporate events, including shareholder meetings, profit distribution plans, fulfillment of commitments, litigation, related party transactions, and guarantees, while confirming no bankruptcy, penalties, or major media scrutiny Information on Annual and Extraordinary General Meetings Held During the Reporting Period During the reporting period, the company held three shareholder meetings: two extraordinary general meetings and one annual general meeting; these were held on March 15, April 27, and May 12, 2017, with investor participation rates of 52.89%, 45.03%, and 45.45% respectively Shareholder Meetings During the Reporting Period | Session | Meeting Type | Investor Participation Rate | Date Held | Disclosure Date | | :--- | :--- | :--- | :--- | :--- | | 2017 First Extraordinary General Meeting | Extraordinary General Meeting | 52.89% | March 15, 2017 | March 16, 2017 | | 2017 Second Extraordinary General Meeting | Extraordinary General Meeting | 45.03% | April 27, 2017 | April 28, 2017 | | 2016 Annual General Meeting | Annual General Meeting | 45.45% | May 12, 2017 | May 13, 2017 | - During the reporting period, there were no instances of preferred shareholders with restored voting rights requesting an extraordinary general meeting[88] Profit Distribution or Capital Reserve to Share Capital Conversion Plan for the Current Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[88] Commitments Fulfilled During the Reporting Period and Overdue Unfulfilled Commitments as of the End of the Reporting Period by the Company's Actual Controllers, Shareholders, Related Parties, Acquirers, and Other Committed Parties The company's actual controllers, Lin Jinxi, Lin Jinhan, and their related parties, duly fulfilled commitments made during initial public offerings or refinancing, including share circulation restrictions, avoiding horizontal competition, paying social insurance and housing provident funds, preventing fund occupation, and cash dividends; as of the end of the reporting period, there were no overdue unfulfilled commitments - The company's actual controllers, Lin Jinxi and Lin Jinhan, committed not to transfer shares within 36 months from the date of the company's stock listing, not to transfer more than 25% of their directly and indirectly held shares annually during their tenure, not to transfer shares within six months after leaving office, and not to sell more than 50% of their total shares in the company through stock exchange trading within twelve months after six months of leaving office[89][90] - Controlling shareholder Almaden Technology, actual controllers Lin Jinxi and Lin Jinhan, and shareholder Lin Jinkun committed to avoid horizontal competition and not to engage in businesses that are the same as, similar to, or constitute substantial competition with Almaden's business scope[90][91][92] - Actual controllers Lin Jinxi and Lin Jinhan committed to bear any recourse, penalties, or other expenses arising from the company's failure to pay social insurance and housing provident funds in accordance with national laws and regulations[93][94] - Actual controllers Lin Jinxi and Lin Jinhan committed to avoid fund occupation, not to occupy company funds through loans, debt repayment, advance payments, or other means[95] - The company committed that, under the premise of adhering to profit distribution principles and ensuring normal operations and long-term development, it would generally conduct cash dividends once a year, with the annual cash dividend not less than 10% of the distributable profit for that year, and the cumulative distributed profit within any three consecutive fiscal years not less than 30% of the average annual distributable profit for those three years[95][96][97] - All commitments were fulfilled on time, with no overdue unfulfilled situations[97] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[98] Explanation by the Board of Directors and Supervisory Board on the Accounting Firm's 'Non-Standard Audit Report' for the Current Reporting Period Not applicable, as the company's semi-annual report was not audited, there is no non-standard audit report - Not applicable, as the company's semi-annual report was not audited[99] Explanation by the Board of Directors on the 'Non-Standard Audit Report' for the Previous Year Not applicable, as the company had no non-standard audit report for the previous year - Not applicable, as the company had no non-standard audit report for the previous year[99] Bankruptcy and Reorganization Matters During the reporting period, the company had no bankruptcy and reorganization matters - During the reporting period, the company had no bankruptcy and reorganization matters[99] Litigation Matters During the reporting period, the company was involved in two significant litigation and arbitration matters, both related to plaintiff Yang Jinguo filing lawsuits against the company and third party Lin Jinkun regarding entrusted investment agreement disputes; one case has been decided in the second instance with no impact on the company's current or future profits; the other has been submitted to the Supreme People's Court for retrial application and case review; the company had no other litigation matters during the reporting period Significant Litigation and Arbitration Matters | Basic Information on Litigation (Arbitration) | Amount Involved (10,000 Yuan) | Whether a Provision for Liabilities was Formed | Litigation (Arbitration) Progress | Outcome and Impact of Litigation (Arbitration) | Enforcement of Litigation (Arbitration) Judgment | Disclosure Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Plaintiff Yang Jinguo filed a lawsuit against the company and third party Lin Jinkun regarding an entrusted investment agreement dispute with the Jiangsu Provincial High People's Court on July 17, 2013 | 0 | No | Second instance judgment | The outcome of the litigation ruling will not have any impact on the company's current or future profits | The freezing of 10.8 million shares of Changzhou Almaden Co., Ltd. and any bonus shares (including converted shares) and rights issues generated during the freezing period in Lin Jinkun's securities account was lifted | June 23, 2017 | | Plaintiff Yang Jinguo filed a lawsuit against the company and third party Lin Jinkun regarding an entrusted investment agreement dispute with the Jiangsu Provincial High People's Court on July 17, 2013 | 0 | No | Plaintiff Yang Jinguo, dissatisfied with the civil judgment (2016) Su Min Zhong No. 1031 of the Jiangsu Provincial High People's Court in a case concerning an equity transfer dispute with the company and Lin Jinkun, applied to the Supreme People's Court of the People's Republic of China for retrial, and the Supreme Court has accepted the case for review | The outcome of the litigation ruling will not have any impact on the company's current or future profits | Not applicable | June 21, 2017 | - The company had no other litigation matters during the reporting period[101]