DIGIWIN(SZ:300378)2016-07-18 16:00Important Notes, Contents and Definitions Important Notes The company's management ensures the report's authenticity and discloses key risks and the 2015 profit distribution plan - The company's main risks include changes in overseas (Taiwan region) economic and trade policies, the absence of an actual controller, performance susceptibility to macroeconomic fluctuations, and rising labor costs56 2015 Profit Distribution Plan | Distribution Content | Plan | | :--- | :--- | | Cash Dividend | RMB 1 per 10 shares (tax included) | | Bonus Shares | 0 bonus shares per 10 shares | | Capitalization of Capital Reserve | 3 shares per 10 shares | Definitions This section defines key abbreviations for corporate entities, related parties, and industry-specific technical terms Company Profile and Key Financial Indicators Company Information This section provides the company's basic corporate information, including stock code, legal representative, and contact details Key Accounting Data and Financial Indicators In 2015, revenue and net profit declined significantly, while operating cash flow showed a substantial improvement 2015 Key Financial Indicators | Indicator | 2015 | 2014 | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (RMB) | 1,020,116,619.02 | 1,053,186,652.15 | -3.14% | | Net Profit Attributable to Shareholders (RMB) | 11,663,484.64 | 63,245,075.93 | -81.56% | | Net Profit Attributable to Shareholders (Non-recurring items deducted) (RMB) | 2,473,641.24 | 57,444,628.55 | -95.69% | | Net Cash Flow from Operating Activities (RMB) | 125,748,769.56 | -889,568.24 | 14,235.93% | | Basic Earnings Per Share (RMB/share) | 0.06 | 0.32 | -81.25% | | Weighted Average Return on Equity | 1.03% | 5.73% | -4.70% | 2015 Quarterly Key Financial Indicators (Unit: RMB) | Indicator | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 196,653,577.91 | 294,753,248.58 | 274,684,216.37 | 254,025,576.16 | | Net Profit Attributable to Shareholders | -15,297,534.76 | 37,773,023.45 | 6,638,389.34 | -17,450,393.39 | - The company's total non-recurring gains and losses in 2015 amounted to RMB 9.19 million, primarily from government subsidies (RMB 6.73 million) and investment income from financial assets (RMB 3.05 million)2728 Business Overview Principal Activities The company provides software and services for manufacturing and distribution, focusing on three strategic directions - The company's core business is providing management software and services for the manufacturing and distribution industries, strategically focusing on intelligent manufacturing, omni-channel retail, and the micro-enterprise internet31 Major Changes in Key Assets Construction in progress increased significantly due to investment in the Shanghai R&D headquarters, reducing cash reserves Explanation of Major Changes in Key Assets | Key Asset | Explanation of Major Change | | :--- | :--- | | Construction in Progress | Increased by RMB 274 million from the beginning of the period due to investment in the Shanghai R&D headquarters and operation center expansion | | Cash and Cash Equivalents | Decreased by 33.29% from the beginning of the period due to payments for the R&D headquarters and operation center expansion | | Other Non-Current Assets | Increased by RMB 20.43 million from the beginning of the period, mainly due to prepayments for construction | | Goodwill | Decreased by 45.98% from the beginning of the period, mainly due to goodwill impairment provision for a wholly-owned subsidiary | Core Competency Analysis The company's core competitiveness lies in its value-oriented products, benefit-driven implementation, and full-lifecycle services - Product Aspect: By integrating over thirty years of industry knowledge into products (e.g., E10, T100), the company provides value-oriented solutions that go beyond mere system functions34 - Implementation Aspect: Adopting a benefit-oriented implementation strategy combined with the unique CEBIT methodology focuses on solving customers' key management issues to ensure the realization of IT application value35 - Service Aspect: The unique application value maturity model provides customers with a "one-stop" service covering their entire lifecycle, guiding IT applications from shallow to deep and expanding revenue sources3738 Management Discussion and Analysis Overview of Operations In 2015, revenue and profit declined due to increased investment in new products and internet-based solutions - The company launched the T100 intelligent manufacturing solution for large enterprises and invested in MES vendor Aima Technology, completing its Industry 4.0 product layout4344 - The company established the "One Line, Three Rings, Interconnection" development strategy, focusing on improving internal efficiency, connecting the industrial ecosystem, and reorganizing social resources424950 - To implement the interconnection strategy, the company established a subsidiary, "Zhihulian (Shenzhen) Technology Co., Ltd.," in November 2015 to develop new forms of the sharing economy51 Analysis of Principal Activities Revenue from self-developed software declined, while overseas revenue grew, and R&D investment increased significantly Revenue and Costs Total revenue decreased slightly, driven by a drop in self-developed software sales, though partially offset by growth in overseas markets 2015 Revenue Composition | Category | 2015 Revenue (RMB) | % of Total Revenue | YoY Change | | :--- | :--- | :--- | :--- | | By Product | | | | | Self-developed Software Sales | 366,490,787.08 | 35.93% | -10.26% | | Purchased Software and Hardware Sales | 260,836,488.17 | 25.57% | 2.54% | | Technical Services | 392,789,343.77 | 38.50% | 0.60% | | By Region | | | | | Mainland China | 375,112,312.99 | 36.77% | -10.33% | | Outside Mainland China | 645,004,306.03 | 63.23% | 1.60% | - During the reporting period, the company added 4 new consolidated companies, including Shanghai Digiwin Network Technology Co., Ltd. and Zhihulian (Shenzhen) Technology Co., Ltd64 Expenses Administrative expenses increased by 14.27% due to higher R&D investment, while other expenses remained relatively stable 2015 Period Expenses | Expense Item | 2015 (RMB) | 2014 (RMB) | YoY Change | Explanation of Major Change | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 508,082,908.19 | 494,498,427.46 | 2.75% | - | | Administrative Expenses | 279,279,311.38 | 244,393,986.53 | 14.27% | Primarily due to increased R&D investment, including new product launches and internet-related investments | | Financial Expenses | -16,473,722.34 | -18,728,073.26 | 12.04% | - | R&D Investment R&D investment increased by 18.43%, raising its proportion of revenue to 11.72% to support strategic product development R&D Investment in the Last Three Years | Indicator | 2015 | 2014 | 2013 | | :--- | :--- | :--- | :--- | | Number of R&D Personnel | 957 | 912 | 744 | | R&D Investment Amount (RMB) | 119,530,017.23 | 100,930,674.04 | 88,841,900.70 | | R&D Investment as a % of Revenue | 11.72% | 9.58% | 8.39% | - R&D investment was primarily directed towards the new-generation ERP platform T100, E10 product optimization, interconnected mid-platform products, and industry solution cloud products686970 Cash Flow Operating cash flow improved dramatically, while investing cash outflow surged due to capital expenditures on the R&D center 2015 Abridged Cash Flow Statement | Item | 2015 (RMB) | 2014 (RMB) | YoY Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 125,748,769.56 | -889,568.24 | 14,235.93% | | Net Cash Flow from Investing Activities | -382,745,980.94 | -63,410,106.60 | -503.59% | | Net Cash Flow from Financing Activities | 2,113,443.79 | 495,642,822.11 | -99.57% | | Net Increase in Cash and Cash Equivalents | -249,572,601.53 | 425,445,223.28 | -158.66% | Non-Principal Business Activities Asset impairment losses and non-operating income from government subsidies significantly impacted the company's total profit Impact of Non-Principal Business on Total Profit | Item | Amount (RMB) | % of Total Profit | Reason | | :--- | :--- | :--- | :--- | | Investment Income | 2,652,096.91 | 14.67% | - | | Asset Impairment | 64,029,327.94 | 354.23% | Primarily bad debt losses | | Non-operating Income | 37,715,078.54 | 208.65% | Primarily government subsidies and VAT refunds | | Non-operating Expenses | 810,928.83 | 4.49% | - | Assets and Liabilities The asset structure shifted significantly as cash was deployed for the Shanghai R&D center, increasing construction in progress Major Changes in Asset Composition | Item | End of 2015 % of Total Assets | End of 2014 % of Total Assets | Explanation of Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 35.15% | 55.38% | Investment in the Shanghai R&D headquarters and operation center expansion project | | Construction in Progress | 17.85% | 0.18% | Investment in the Shanghai R&D headquarters and operation center expansion | | Other Current Assets | 7.55% | 0.82% | New investments in financial wealth management products | Investment Analysis The company altered its use of IPO proceeds, consolidating funds to establish a new China operations headquarters in Shanghai - The company changed the use of proceeds from its 2014 IPO, consolidating funds (totaling RMB 320 million) to purchase an office building in Shanghai to establish its China operations headquarters879293 - To advance its "Interconnection" strategy, the company plans to reallocate RMB 45 million from the "ERP Software Series Product Upgrade Project" to inject capital into its subsidiary Zhihulian87100 Future Outlook The company aims to capitalize on the "Made in China 2025" strategy by deepening its focus on intelligent manufacturing - The company will seize the historic opportunity of "Made in China 2025," with the domestic manufacturing ERP market projected to reach RMB 70.68 billion by 2018112113114 - According to CCW Research data, the company holds the number one market share among domestic brands in the domestic manufacturing ERP market115 - Future strategy will continue to revolve around "One Line, Three Rings, Interconnection," accelerating investment and transformation in intelligent manufacturing and related cloud platforms115116117 Investor Relations Activities In 2015, the company actively engaged with investors through on-site visits and online platforms to discuss its strategy - In 2015, the company received 8 on-site research visits from institutional investors, with the communication focusing on its development strategy, operating conditions, and Industry 4.0 layout118 Significant Matters Profit Distribution and Capitalization of Capital Reserve The 2015 profit distribution plan proposes a cash dividend and a transfer from the capital reserve to share capital Common Stock Dividend Distribution (Plan) for the Last Three Years | Dividend Year | Dividend per 10 Shares (RMB) | Shares Transferred per 10 Shares | Cash Dividend as a % of Net Profit | | :--- | :--- | :--- | :--- | | 2015 | 1.00 | 3 | 172.12% | | 2014 | 2.00 | 3 | 48.83% | | 2013 | 3.00 | 3 | 37.15% | Fulfillment of Commitments The company and its related parties have strictly adhered to all commitments made during the initial public offering Changes in the Scope of Consolidation The scope of consolidation expanded in 2015 with the addition of four newly established or acquired subsidiaries - The scope of consolidation increased by 4 companies this year: Shanghai Digiwin Network Technology Co., Ltd., Zhihulian (Shenzhen) Technology Co., Ltd., Aima Technology Co., Ltd., and Aima Information Technology Co., Ltd154 Significant Related-Party Transactions No significant related-party transactions related to daily operations or asset transfers occurred during the reporting period Significant Contracts and Their Performance The company utilized idle funds for short-term wealth management and had no significant custody or guarantee contracts - The company used up to RMB 200 million of its own idle funds to purchase bank wealth management products, with actual purchases (including rollovers) of approximately RMB 510 million, generating a profit of about RMB 3.44 million175176177178 Other Significant Matters The company implemented key strategic initiatives, including establishing new subsidiaries and forming an Industry 4.0 alliance - To accelerate its internet strategy, the company established two wholly-owned subsidiaries: Shanghai Digiwin Network Technology Co., Ltd. and Zhihulian (Shenzhen) Technology Co., Ltd.181183 - The company, together with Advantech and other enterprises, launched the "Industry 4.0 + Industry Intelligent Manufacturing System Integration Alliance" and released its "Internet + Industry 4.0" development strategy182 Changes in Share Capital and Shareholders Changes in Share Capital Total share capital increased from 154 million to 201 million shares following the 2014 profit distribution plan - Due to the implementation of the 2014 capitalization of capital reserve plan, the company's total share capital increased from 154 million shares to 201 million shares190191 Shareholders and Actual Controller The company has a dispersed ownership structure with no controlling shareholder or actual controller Shareholding of Top Five Shareholders | Shareholder Name | Shareholding Ratio | Number of Shares | | :--- | :--- | :--- | | Digital China Software (BVI) Limited | 17.91% | 35,944,338 | | EQUITY DYNAMIC ASIA LIMITED | 17.00% | 34,131,529 | | TOP PARTNER HOLDING LIMITED | 8.58% | 17,217,815 | | STEP BEST HOLDING LIMITED | 6.67% | 13,386,588 | | WHITESUN T2C PRIVATE EQUITY FUND,L.P. | 5.51% | 11,054,745 | - The company's equity structure is dispersed, with no single shareholder holding more than 30%, and there is no controlling shareholder or actual controller202203 Information on Preferred Shares Information on Preferred Shares The company had no preferred shares during the reporting period Directors, Supervisors, Senior Management, and Employees Changes in Shareholdings of Directors, Supervisors, and Senior Management No current or former directors, supervisors, or senior management directly held company shares during the reporting period Changes in Directors, Supervisors, and Senior Management The company experienced several personnel changes, including the appointment of a new independent director and board secretary - Independent director Mr. Liu Zhentao passed away due to illness, and the company elected Ms. Xu Fenglan as the new independent director215 - Mr. Lin Lianxing resigned from the position of Board Secretary and was succeeded by Ms. Zhang Yuanyi, who was also appointed as the company's Deputy General Manager215 Employee Information As of year-end, the company had 3,645 employees, with technical personnel comprising over 73% of the workforce Employee Composition | Category | Number of People | Percentage | | :--- | :--- | :--- | | Professional Composition | | | | Technical Personnel | 2,673 | 73.33% | | Sales Personnel | 519 | 14.24% | | Administrative Personnel | 408 | 11.19% | | Financial Personnel | 45 | 1.23% | | Total | 3,645 | 100.00% | | Educational Level | | | | Master's Degree or Above | 389 | 10.67% | | Bachelor's Degree | 2,450 | 67.22% | | Associate Degree | 732 | 20.08% | | Below Associate Degree | 74 | 2.03% | | Total | 3,645 | 100.00% | Corporate Governance Basic Situation of Corporate Governance The company maintains a sound corporate governance structure in compliance with all relevant laws and regulations - The company's corporate governance structure is sound and complies with relevant laws and regulations, and it is independent from its major shareholders in terms of business, assets, personnel, organization, and finance243247 Internal Control Evaluation Report The Board of Directors and external auditors concluded that the company's internal controls were effective as of year-end 2015 - The conclusion of the Board of Directors' self-evaluation report is: the company's internal control is effective, with no material or significant deficiencies found260 - The accounting firm issued a standard unqualified opinion on the internal control assurance report, consistent with the Board's self-evaluation262 Financial Report Audit Report The auditor issued a standard unqualified opinion on the 2015 financial statements, confirming their fair presentation - The audit firm, Dahua Certified Public Accountants, issued a standard unqualified audit opinion (Da Hua Shen Zi [2016] No. 001721)264267 Financial Statements This section contains the company's primary financial statements for the 2015 fiscal year Consolidated Balance Sheet Total assets grew to RMB 1.55 billion, with a significant shift from cash to construction in progress Key Items of the Consolidated Balance Sheet (Unit: RMB) | Item | Closing Balance | Opening Balance | | :--- | :--- | :--- | | Total Assets | 1,550,707,884.67 | 1,475,810,409.22 | | Cash and Cash Equivalents | 545,141,328.17 | 817,234,347.40 | | Accounts Receivable | 245,343,436.26 | 313,747,501.26 | | Construction in Progress | 276,744,231.40 | 2,591,505.98 | | Total Liabilities | 417,766,009.29 | 329,060,228.91 | | Total Equity Attributable to Owners of the Parent | 1,127,942,230.67 | 1,146,697,232.52 | Consolidated Income Statement Revenue decreased by 3.14% to RMB 1.02 billion, while net profit attributable to shareholders fell by 81.56% Key Items of the Consolidated Income Statement (Unit: RMB) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Total Operating Revenue | 1,020,116,619.02 | 1,053,186,652.15 | | Total Operating Costs | 1,041,597,072.85 | 997,586,545.83 | | Of which: Cost of Revenue | 201,166,105.60 | 205,810,286.15 | | Selling Expenses | 508,082,908.19 | 494,498,427.46 | | Administrative Expenses | 279,279,311.38 | 244,393,986.53 | | Asset Impairment Losses | 64,029,327.94 | 65,819,300.49 | | Total Profit | 18,075,792.79 | 83,087,787.01 | | Net Profit | 12,156,896.47 | 62,972,888.61 | | Net Profit Attributable to Owners of the Parent | 11,663,484.64 | 63,245,075.93 | Consolidated Cash Flow Statement Operating cash flow turned strongly positive, while investing activities led to a significant net cash outflow Key Items of the Consolidated Cash Flow Statement (Unit: RMB) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 125,748,769.56 | -889,568.24 | | Net Cash Flow from Investing Activities | -382,745,980.94 | -63,410,106.60 | | Net Cash Flow from Financing Activities | 2,113,443.79 | 495,642,822.11 | | Net Increase in Cash and Cash Equivalents | -249,572,601.53 | 425,445,223.28 | List of Documents for Inspection List of Documents for Inspection This section lists the statutory documents available for shareholder review, including signed financial and audit reports