盈方微(000670) - 2015 Q4 - 年度财报(更新)

Important Notice, Table of Contents and Definitions This section provides crucial disclaimers, the report's table of contents, and definitions of key terms Important Notice The board, supervisory board, and senior management guarantee report accuracy, while the auditor issued a negative opinion on internal controls, and no profit distribution is planned - Grant Thornton issued a negative opinion on the company's 2015 internal control audit report, advising investors to be aware of related risks[3] - The company's 2015 profit distribution plan is to not distribute cash dividends, bonus shares, or convert capital reserves into share capital[5] Company Profile and Key Financial Indicators This section details the company's basic information and presents a comprehensive overview of its key financial performance and position Company Information and Contact Details The company, Infotm Microelectronics Co., Ltd. (*ST Infotm, stock code 000670), is listed on the Shenzhen Stock Exchange, with Chen Zhicheng as legal representative and its office in Shanghai Pudong New Area Company Information | Item | Content | | :--- | :--- | | Stock Abbreviation | *ST Infotm | | Stock Code | 000670 | | Chinese Name | 盈方微电子股份有限公司 | | Legal Representative | Chen Zhicheng | | Office Address | 16th Floor, Building 1, Zhanxiang Plaza, No. 2290 Zuchongzhi Road, Pudong New Area, Shanghai | Key Accounting Data and Financial Indicators In 2015, the company achieved significant growth in revenue and net profit, with operating cash flow increasing substantially, despite a negative weighted average return on net assets Key Financial Data for 2015 | Indicator | 2015 | 2014 | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (Yuan) | 368,434,645.62 | 174,915,669.31 | 110.64% | | Net Profit Attributable to Shareholders of Listed Company (Yuan) | 11,354,013.27 | 5,187,361.13 | 118.88% | | Net Profit Attributable to Shareholders of Listed Company After Non-recurring Gains/Losses (Yuan) | 12,706,336.03 | -669,429.75 | -1,998.08% | | Net Cash Flow from Operating Activities (Yuan) | 17,268,289.49 | 4,746,135.30 | 263.84% | | Basic Earnings Per Share (Yuan/share) | 0.0139 | 0.0105 | 32.38% | | Weighted Average Return on Net Assets | -2.10% | 4.51% | -2.41% | | Total Assets (Yuan) | 713,588,681.38 | 761,111,231.12 | -6.24% | | Net Assets Attributable to Shareholders of Listed Company (Yuan) | 562,475,681.11 | 495,175,784.75 | 13.59% | Key Quarterly Financial Indicators for 2015 (Unit: Yuan) | Indicator | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 68,512,169.75 | 55,849,047.01 | 82,075,967.99 | 161,997,460.87 | | Net Profit Attributable to Shareholders of Listed Company | 4,272,015.00 | -33,093,880.61 | 3,923,565.16 | 36,252,313.72 | - The company's total non-recurring gains and losses in 2015 amounted to -1.35 million Yuan, primarily consisting of non-current asset disposal losses and government subsidies[22] Company Business Overview This section outlines the company's core business activities, operational models, and key assets, highlighting its competitive strengths Main Business and Operating Model The company primarily designs SoC chips for mobile internet and smart home applications, while also expanding into overseas big data centers and the Beidou market through acquisitions, operating with a Fabless model for chips and a leasing model for data centers - The company's core business is SoC chip design, with products primarily applied in mobile internet terminals, smart homes, video surveillance, and action cameras[26] - During the reporting period, the company expanded into two new business areas: big data centers and Beidou applications[26] - The chip design business adopts a Fabless model, focusing on design and development while outsourcing manufacturing, packaging, and testing[27] - The big data center business primarily operates in the United States, providing data center and cabinet leasing services to large internet companies or specific clients[28] Key Assets and Core Competencies The company's assets increased due to equipment purchases, capitalized R&D, and data center construction, while its core competencies lie in R&D technology, market insight, supply chain synergy, and team cohesion Explanation of Significant Changes in Key Assets | Key Asset | Significant Change Explanation | | :--- | :--- | | Fixed Assets | Increase due to acquisition of production and transportation equipment this period | | Intangible Assets | Image chip R&D capitalized as intangible assets this period | | Construction in Progress | Primarily investment in data center construction | - The company's core competencies include: - R&D Technology: Possessing 5 computer software copyrights and 18 patents[32] - Market Insight: Market-demand oriented, with expansion into big data center business[34] - Supply Chain Synergy: Establishing cooperation with mainstream suppliers and foundries to integrate upstream and downstream resources[35] - Team Cohesion: Establishing scientific management and talent incentive mechanisms[36][37] Management Discussion and Analysis This section provides management's perspective on the company's operational performance, financial condition, and future outlook, including key strategies and identified risks Overview 2015 marked the first full year of business transformation, achieving double-digit growth in revenue and net profit by focusing on chip design, US IDC cloud services, and Beidou industry entry, alongside internal governance improvements 2015 Performance Overview | Indicator | Amount | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 368 million Yuan | 110.64% | | Net Profit | 9.49 million Yuan | 94.25% | | Net Profit Attributable to Parent Company Shareholders | 11.35 million Yuan | 118.88% | - The company's business development focuses on three core areas: - Chip Business: Launched a new H.265-based image processor and collaborated with Tencent to customize image transmission chips for the miniStation game console[41] - Big Data Business: The IDC cloud computing service center established in Houston, USA, has commenced operations[42] - Beidou Business: Entered the Beidou market through the acquisition of Shanghai YuXin Technology and is exploring applications in animal husbandry and education sectors[43] Analysis of Main Business In 2015, the company's main business revenue significantly increased, driven by rapid growth in trade and service businesses, with overseas revenue accounting for 66.04% and R&D investment surging to 51.77% of revenue 2015 Operating Revenue Composition (Unit: Yuan) | By Product | 2015 Amount | Proportion of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Chip Business | 129,600,808.55 | 35.18% | 9.51% | | Trade Business | 149,069,570.07 | 40.46% | 363.03% | | Service Business | 82,941,400.00 | 22.51% | 272.53% | | Real Estate Business | 6,822,867.00 | 1.85% | 222.61% | | By Region | | | | | Domestic | 125,132,608.06 | 33.96% | 78.09% | | Overseas | 243,302,037.56 | 66.04% | 132.49% | - Sales to the top five customers accounted for 74.37% of total annual sales, indicating high customer concentration, with High Sharp Electronics Limited being the largest customer at 22.51% of sales[62] 2015 Expense Situation (Unit: Yuan) | Expense Item | 2015 | 2014 | YoY Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | | Administrative Expenses | 105,252,099.55 | 61,984,713.06 | 69.80% | Increased investment in business expansion, human resources, and rent | | Financial Expenses | -8,881,828.83 | 679,106.87 | -1,407.87% | Primarily due to increased exchange gains from currency fluctuations | 2015 R&D Investment Situation | Indicator | 2015 | 2014 | Change Ratio | | :--- | :--- | :--- | :--- | | R&D Investment Amount (Yuan) | 190,727,297.89 | 75,240,097.33 | 153.49% | | R&D Investment as % of Operating Revenue | 51.77% | 43.02% | 8.75% | | Amount of Capitalized R&D Investment (Yuan) | 143,146,518.19 | 32,061,935.71 | 346.47% | Key Cash Flow Statement Items for 2015 (Unit: Yuan) | Item | 2015 | 2014 | YoY Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 17,268,289.49 | 4,746,135.30 | 263.84% | | Net Cash Flow from Investing Activities | -200,994,446.09 | 201,772,425.84 | -199.61% | | Net Cash Flow from Financing Activities | 56,164,942.20 | -11,150,755.55 | -603.69% | Outlook for Company's Future Development The company plans to capitalize on the integrated circuit industry's growth by integrating the industry chain through M&A, focusing on chip, big data, and Beidou businesses in 2016, while acknowledging risks like product development, market competition, and exchange rate fluctuations - The company's future development strategy is a "comprehensive layout, key breakthroughs" market expansion approach, integrating upstream and downstream industry chains through mergers, acquisitions, and investments to achieve stable, healthy, and sustainable development[86] - 2016 Operating Plan: - Chip Business: Increase R&D investment and expand into the mobile internet terminal application processor market[87] - Big Data Center Business: Provide one-stop services including equipment customization, IDC construction, and data mining analysis[88] - Beidou System Business: Adopt an "Internet + Beidou + Industry Application" model to customize and develop industry application systems[88] - Key risks faced by the company include: - Product Risk: Significant investment in new product development, with potential for output to be less than input if market expansion is unfavorable[91] - Market Risk: Facing intense competition from domestic and Taiwanese counterparts, as well as international giants like Apple and Qualcomm[92] - Exchange Rate Risk: Overseas sales and purchases are denominated in USD, posing exchange rate fluctuation risks[93] - Human Resources Risk: As an intellectual-intensive industry, facing risks of technical talent loss and technology leakage[94] Significant Matters This section covers critical corporate events, including profit distribution, fulfillment of commitments, changes in consolidation scope, and major litigation Profit Distribution and Commitment Fulfillment No profit distribution occurred due to accumulated losses, and the 2015 performance commitment of 125 million Yuan in non-recurring net profit was significantly missed, requiring cash compensation from the controlling shareholder and actual controller - The 2015 profit distribution plan was no distribution or capitalization, primarily due to the parent company's undistributed profits showing a severe loss of -756 million Yuan[99] 2015 Performance Commitment Fulfillment | Item | Committed Amount (Yuan) | Actual Completion (Yuan) | Fulfillment Status | | :--- | :--- | :--- | :--- | | Net Profit Attributable to Parent Company Shareholders After Non-recurring Gains/Losses | 125,000,000.00 | 12,706,336.03 | Unfulfilled | - Due to the unfulfilled 2015 performance commitment, controlling shareholder Infotm Microelectronics and actual controller Chen Zhicheng are obligated to provide cash compensation; the audited compensation amount is 112 million Yuan, with 103 million Yuan already paid, and the remaining difference pending[102][103] Changes in Consolidation Scope and Major Litigation The company expanded its consolidation scope by acquiring Shanghai YuXin Technology and Soaring Wisdom Capital, while divesting a 40% stake in Shangyu Lianyi Real Estate, and is involved in a 23.55 million Yuan sales contract dispute leading to asset freezes - Changes in consolidation scope during the reporting period: - Additions: Acquisition of 70% equity in Shanghai YuXin Technology, 100% equity in Soaring Wisdom Capital, LLC, and establishment of Infotm Taiwan[113] - Reduction: Sale of 40% equity in Shangyu Lianyi Real Estate Co., Ltd[114] - The company's subsidiary, Infotm Limited, is involved in a sales contract dispute with Shenzhen Datan Digital Electronics Co., Ltd., with a case value of 23.55 million Yuan, resulting in the freezing of some bank accounts and assets[119][120] Other Significant Matters The company initiated an employee stock ownership plan and a private placement of shares (later terminated), provided 68 million Yuan in guarantees for subsidiaries, and generated significant revenue from a data center lease agreement with High Sharp - The company launched an employee stock ownership plan (draft) in July 2015, intending to raise up to 16 million Yuan[122] - The company planned a private placement of shares to raise no more than 500 million Yuan, but the application was withdrawn and approved for termination of review by the CSRC in May 2016[139][600] - During the reporting period, the company provided guarantees totaling 68 million Yuan for its subsidiaries[134] - The company's subsidiary, INFOTM, INC, signed a site and equipment leasing service contract with High Sharp for data center operations, which contributed 22.70 million Yuan in revenue to the company, significantly impacting net profit[130] Share Changes and Shareholder Information This section details the company's share capital structure, changes in restricted and unrestricted shares, and information on its major shareholders and their share pledges Share Change Situation The company's total share capital remained unchanged at 816,627,360 shares, but the proportion of restricted shares decreased from 43.18% to 31.51% due to the release of some restricted shares Share Change Situation (Unit: Share) | Share Class | Before This Change | After This Change | Change Amount | | :--- | :--- | :--- | :--- | | Restricted Shares | 352,620,960 (43.18%) | 257,291,442 (31.51%) | -95,329,518 | | Unrestricted Shares | 464,006,400 (56.82%) | 559,335,918 (68.49%) | +95,329,518 | | Total Share Capital | 816,627,360 (100%) | 816,627,360 (100%) | 0 | Shareholder Information As of the reporting period end, the company had 56,744 shareholders, with Shanghai Infotm Microelectronics Technology Co., Ltd. as the controlling shareholder (25.92%) and Chen Zhicheng as the actual controller, noting high pledge ratios for the top two shareholders Top Two Shareholders' Holdings and Pledge Status | Shareholder Name | Shareholding Ratio | Number of Shares Held | Number of Shares Pledged | Pledge Ratio | | :--- | :--- | :--- | :--- | :--- | | Shanghai Infotm Microelectronics Technology Co., Ltd. | 25.92% | 211,692,576 | 195,144,616 | 92.18% | | Shanghai Shun Yuan Enterprise Investment Development Co., Ltd. | 10.63% | 86,777,984 | 80,000,000 | 92.19% | - The company's controlling shareholder is Shanghai Infotm Microelectronics Technology Co., Ltd., and the actual controller is Chen Zhicheng[151][152][154] Preferred Share Information This section confirms that the company had no preferred shares during the reporting period Preferred Share Status The company did not have any preferred shares during the reporting period - The company had no preferred shares during the reporting period[159] Directors, Supervisors, Senior Management, and Employees This section details changes in the board, supervisory board, and senior management, their compensation, and the overall employee structure by profession and education level Changes and Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, several key management positions saw changes, with Chairman Chen Zhicheng increasing his shareholding, and the total annual compensation for directors, supervisors, and senior management amounting to 5.462 million Yuan - During the reporting period, the company's Chairman changed from Shi Haoliang to Chen Zhicheng, Zhao Haifeng was appointed Executive Deputy General Manager, and Wang Fang as Board Secretary; former Director Jiang Weijie, former Board Secretary Zhang Yun, and former Supervisor Jiang Min resigned due to personal reasons[164] - Chairman and General Manager Mr. Chen Zhicheng increased his company shareholding by 2,203,000 shares during this period, which also represents his total shares held at period-end[162] - The total annual compensation paid by the company to its directors, supervisors, and senior management during the reporting period was 5.462 million Yuan[172][174] Employee Information As of the reporting period end, the company had 182 employees, with technical personnel comprising 55.49% and 80.22% holding bachelor's degrees or higher, reflecting its nature as a technology-intensive enterprise Employee Professional Composition and Education Level | Category | Number of People | Proportion | | :--- | :--- | :--- | | Professional Composition | | | | Technical Personnel | 101 | 55.49% | | Administrative Personnel | 58 | 31.87% | | Financial Personnel | 18 | 9.89% | | Sales Personnel | 5 | 2.75% | | Total | 182 | 100.00% | | Education Level | | | | Bachelor's Degree and Above | 146 | 80.22% | | Associate Degree | 27 | 14.84% | | Below Associate Degree | 9 | 4.95% | | Total | 182 | 100.00% | Corporate Governance This section addresses the company's governance structure, its independence from the controlling shareholder, and significant internal control deficiencies identified by the auditor Corporate Governance and Internal Control While the company's governance structure largely complies with regulations and maintains independence, a negative internal control audit opinion was issued due to major deficiencies in contract management, overseas subsidiary control, and customer credit/reconciliation processes - The company's actual corporate governance status does not materially differ from the normative documents on listed company governance issued by the China Securities Regulatory Commission[181] - The company is independent of its controlling shareholder in terms of business, personnel, assets, organization, and finance[182][183][184] - The company's 2015 internal control audit report received a negative opinion from Grant Thornton[194][199] - Three major internal control deficiencies exist: - Contract Management Failure: Failure to approve significant contract changes with Shenzhen Datan Digital Electronics Co., Ltd. as required, leading to a lawsuit involving 23.55 million Yuan[194][195] - Loss of Control over Overseas Subsidiaries: Failure to implement effective internal controls over overseas subsidiaries, resulting in issues such as payments without signed contracts, non-standard financial accounting, and incomplete retention of original documents[198] - Customer Credit and Reconciliation Management Deficiencies: Significant deficiencies in the execution of customer credit limit management and ineffective implementation of reconciliation procedures with customers and suppliers[204][205] Financial Report This section presents the audited financial statements, including adjustments made during the audit, and assesses the fulfillment of the company's profit forecast Audit Report and Profit Forecast Fulfillment The revised financial report, audited by Asia Pacific (Group) CPA, showed significant adjustments that reduced net profit, resulting in a 2015 non-recurring net profit of 12.71 million Yuan, far below the 125 million Yuan commitment, achieving only 9.83% of the forecast Audit Adjustments to Key Income Statement Items (Unit: Yuan) | Consolidated Income Statement Item | Unaudited Amount | Adjustment Amount | Audited Amount | | :--- | :--- | :--- | :--- | | Operating Revenue | 375,720,978.76 | -7,286,333.14 | 368,434,645.62 | | Operating Cost | 245,780,349.34 | 3,795,909.35 | 249,576,258.69 | | Net Profit | 19,143,648.48 | -9,654,949.21 | 9,488,699.27 | | Net Profit Attributable to Parent Company Shareholders | 21,008,962.48 | -9,654,949.21 | 11,354,013.27 | 2015 Profit Forecast Fulfillment (Unit: Yuan) | Item | Amount | | :--- | :--- | | Committed Net Profit Attributable to Parent Company Shareholders After Non-recurring Gains/Losses | 125,000,000.00 | | Audited Net Profit Attributable to Parent Company Shareholders After Non-recurring Gains/Losses | 12,706,336.03 | | Difference | -116,535,309.98 | | Fulfillment Rate | 9.83% | Key Consolidated Financial Statement Data As of year-end 2015, total assets decreased by 6.24% to 713.59 million Yuan, total liabilities decreased by 30.87% to 152.64 million Yuan, and owners' equity attributable to the parent company increased by 13.59% to 562.48 million Yuan, with significant increases in development expenditures and intangible assets Key Consolidated Balance Sheet Items (Unit: Yuan) | Item | Period-end Balance | Period-start Balance | | :--- | :--- | :--- | | Cash and Cash Equivalents | 95,709,108.24 | 218,857,073.08 | | Accounts Receivable | 80,365,292.45 | 30,613,005.88 | | Inventories | 69,485,275.32 | 260,318,391.69 | | Intangible Assets | 127,168,071.92 | 82,613,682.57 | | Development Expenditures | 116,880,969.64 | 15,916,796.08 | | Total Assets | 713,588,681.38 | 761,111,231.12 | | Short-term Borrowings | 25,916,591.50 | 3,955,792.84 | | Accounts Payable | 53,975,819.34 | 38,185,051.39 | | Total Liabilities | 152,639,642.51 | 220,799,661.39 | | Total Owners' Equity Attributable to Parent Company | 562,475,681.11 | 495,175,784.75 | Key Consolidated Income Statement Items (Unit: Yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Total Operating Revenue | 368,434,645.62 | 174,915,669.31 | | Total Operating Cost | 358,357,685.32 | 174,574,170.47 | | Operating Profit | 3,499,563.60 | 344,512.54 | | Total Profit | 9,615,474.63 | 7,091,140.12 | | Net Profit | 9,488,699.27 | 4,884,903.57 | | Net Profit Attributable to Parent Company Owners | 11,354,013.27 | 5,187,361.13 | Reference Documents This section lists the essential documents available for inspection, including signed financial statements, audit reports, and publicly disclosed filings Reference Documents The reference documents include signed financial statements, the original audit report, all publicly disclosed documents during the reporting period, and the original annual report signed by the legal representative - Reference documents include: - Signed and sealed financial statements - Original audit report - All documents disclosed during the reporting period - Original annual report signed by the legal representative[624]