Stock Code: 600699 Stock Abbreviation: Joyson Electronics Ningbo Joyson Electronic Corp. 2017 Semiannual Report Summary 一 重要提示 1. Important Notification 1 本半年度报告摘要来自半年度报告全文, 为全面了解本公司的经营成果 财务状况及未来发展规划, 投资者应当到上海证券交易所网站等中国证监会指定媒体上仔细阅读半年度报告全文 This semiannual report summary originates from full text of Joyson Electronics 2017 semiannual report. Please refer to the full text on the Shanghai Stock Exchange official websites or other websites authorized by China Securities Regulatory Commission for details. 2 本公司董事会 监事会及董事 监事 高级管理人员保证半年度报告内容的真实 准确 完整, 不存在虚假记载 误导性陈述或重大遗漏, 并承担个别和连带的法律责任 The company s Board of Directors, Board of Supervisors, directors, supervisors and senior executives should guarantee that all information in the semiannual report summary is true, accurate and complete, and it contains no false records, misleading statements or major omissions, in addition to undertaking the individual and joint responsibilities. 3 公司全体董事出席董事会会议 All directors of the company attended the conferences of Board of Directors. 4 本半年度报告未经审计 This semiannual report summary was unaudited. 1
5 经董事会审议的报告期利润分配预案或公积金转增股本预案 Preplans of profit distribution or transfer from capital reserve to common shares deliberated by the Board of Directors during the reporting period. 二 公司基本情况 2. General Information 2.1 公司简介 Company Profile 股票种类 Stock class A 股 A Share 股票上市交易所 Stock exchange 上海证券交易所 Shanghai Stock Exchange 公司股票简况 Stock profile 股票简称 Stock short name 均胜电子 Joyson Electronics 股票代码 Stock code 600699 变更前股票简称 Short name before change 辽源得亨 Liaoyuan Deheng 联系人和联系方式 Contact person and details 姓名 Name 电话 Tel. 办公地址 Office address 电子信箱 Email 2.2 公司主要财务数据 董事会秘书 Board secretary 喻凯 Yu Kai 0574-87907001 宁波高新区聚贤路 1266 号 1266 Juxian Road, Hi-Tech Park, Ningbo kai.yu@joyson.cn 证券事务代表 Securities affairs representative Key Financial Data 总资产 Total assets 归属于上市公司股东的净资产 本报告期末 End of reporting period 上年度末 End of last year 单位 : 元币种 : 人民币 Unit: RMB 本报告期末比上年度末增减 (%) Change (%) 33,294,586,013.62 37,232,570,835.60-10.58 13,338,013,076.56 12,703,408,884.31 5.00 2
Net assets attributable to shareholders of the listed company 经营活动产生的现金流量净额 Net cash flow from operating activities 营业收入 Operating income 归属于上市公司股东的净利润 Net profit attributable to shareholders of the listed company 归属于上市公司股东的扣除非经常性损益的净利润 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses 加权平均净资产收益率 (%) Weighted average return on net assets (%) 基本每股收益 ( 元 / 股 ) Basic earnings per share (RMB/share) 稀释每股收益 ( 元 / 股 ) Diluted earnings per share (RMB/share) 本报告期 (1-6 月 ) Reporting period (January - June) 上年同期 Same period last year 本报告期比上年同期增减 (%) Change (%) 1,073,923,185.81-14,685,347.75 7,412.89 13,090,700,087.34 5,950,707,532.36 119.99 615,600,090.71 244,959,320.95 151.31 367,988,568.52 224,645,564.68 63.81 4.70 6.50 减少 1.80 个百点 Down by 1.80% 0.65 0.36 80.56 0.65 0.36 80.56 2.3 前十名股东持股情况表 Shareholding by Top 10 Shareholders 单位 : 股 Unit: share 截止报告期末股东总数 ( 户 ) 39,825 Total number of shareholders by end of reporting period (account) 前 10 名股东持股情况 Shareholding by Top 10 Shareholders 持股比持有有限售持股质押或冻结的股份数股东性质例 (%) 条件的股份股东名称数量量 Nature of Shareh 数量 Name of shareholder Number of Number of pledged or shareholder olding Number of shares held frozen shares percent non-tradable 3
age (%) shares held 宁波均胜投资集团有限公司 Joyson Investment Holding Co., Ltd. 境内非国有法人 Domestic non-state-owne d legal person 33.56 318,617,180 质押 Pledg ed 213,500,000 汇安基金 - 兴业银行 - 上海爱 建信托 - 爱建信托春晓 8 号事 务管理类集合资金信托计划 Huian Fund - Industrial Bank - Shanghai AJ Trust - AJ Trust Chunxiao No. 8 Business 其他 Others 2.76 26,241,799 26,241,799 无 None Management Class Collective Fund Trust Program 金鹰基金 - 浦发银行 - 万向信 托 - 万向信托 - 均胜 2 号事务 管理类单一资金信托 Golden Eagle Fund - SPD Bank - Wanxiang Trust - 其他 Others 2.74 26,023,118 26,023,118 无 None Wanxiang Trust - Joyson No. 2 Business Management Class Single Fund Trust 深圳天风天成资产管理有限公 司 - 天富 13 号资产管理计划 TFTC Asset Management - Tianfu No. 13 Asset 其他 Others 2.74 26,023,117 26,023,117 无 None Management Program 浙江浙银资本管理有限公司 Zhejiang Zheyin Capital Management Co., Ltd. 境内非国有法人 Domestic non-state-owne d legal person 2.74 26,023,117 26,023,117 质押 Pledg ed 26,023,117 华富基金 - 工商银行 - 华富基 金东方同胜 1 号资产管理计划 Harfor Fund - ICBC - Harfor Fund Dongfang Tongsheng 其他 Others 2.74 26,023,117 26,023,117 无 None No. 1 Asset Management Program 国联安基金 - 工商银行 - 国联 安 - 齐瑞管理 1 号资产管理计 划 GTJA Allianz Funds - ICBC - GTJA Allianz - Qirui 其他 Others 2.74 26,023,117 26,023,117 无 None Management No. 1 Asset Management Program 4
境内自然人王剑峰 Domestic Wang Jianfeng natural person 金鹰基金 - 浦发银行 - 万向信托 - 万向信托 - 均胜 1 号事务管理类单一资金信托 Golden Eagle Fund - SPD 其他 Bank - Wanxiang Trust - Others Wanxiang Trust - Joyson No. 1 Business Management Class Single Fund Trust 境内自然人袁红 Domestic Yuan Hong natural person 上述股东关联关系或一致行动的说明 Disclosure on any connected relationship or concerted action among the above shareholders 无 2.19 20,801,542 None 无 2.17 20,556,076 20,556,076 None 无 2.00 19,000,000 None 宁波均胜投资集团有限公司为公司控股股东, 王剑峰先生为公司实际控制人, 报告期内王剑峰先生将其参与设立的均胜资管计划所持有的公司 3,407,047 股股份通过大宗交易方式划转至王剑峰先生个人普通账户名下 Joyson Investment Holding Co., Ltd. is the controlling shareholder of the Company, and Mr. Wang Jianfeng is the de facto controller of the Company. During the reporting period, Mr. Wang Jianfeng transferred, by means of bulk transaction, to his ordinary personal account 3,407,047 shares in the Company held by Joyson Asset Management Program, an entity established by Wang jointly with others. 2.4 控股股东或实际控制人变更情况 Changes in Controlling Shareholder or Ultimate Controlling Party 适用 Applicable 不适用 N/A 三 经营情况讨论与分析 Management Discussion and Analysis 3.1 经营情况的讨论与分析 Management Discussion and Analysis 均胜电子在 2016 年中报中明确提出要成为全球领先的汽车电子和安全技术提供商, 5
在智能 安全 环保领域推动行业变革 围绕这一目标, 公司各业务板块在 2017 年上半年有序地进行了推进 前 6 个月内, 公司实现营收约 130.91 亿元, 归母净利润约 6.16 亿元, 同比分别增长约 119.99 % 和 151.31% 本期各业务板块运营良好, 公司抓紧市场机遇, 持续积极拓展主被动安全市场, 积极全球整合扩张, 增加规模效应 ; 持续推进新能源电池管理系统的开发, 保持技术领先, 大力拓展中国市场 ; HMI 和智能网联业务也有新的突破 各业务板块具体情况如下 : In the Semiannual Report 2016, Joyson Electronics clearly presented its ambition to be a global leading automotive electronics and safety technology provider and to promote revolution in intelligence, safety and environmental protection sectors. To achieve this, all business segments of the Company have made good progress during the first half of 2017. For the first 6 months, the Company recorded operating income of RMB 13.09 billion, and net profit attributable to shareholders of the listed company RMB 616 million, up by 119.99 % and 151.31%, respectively, compared with the same period last year. During the current reporting period, all business segments were well operated. Seizing market opportunities, the Company continuously explored the active and passive safety markets and integrated global expansions to increase scale effect; promoted ongoing development in new energy battery management systems to secure technology leadership while vigorously expanding the Chinese market; HMI and intelligent network business also achieved new breakthroughs. Operating results of different business segments are shown as follows: (1) 人机交互产品 (HMI) 业务,2017 年上半年受主要客户之一的福特增速放缓使公司 HMI 业务受到一定影响 但公司继续保持积极扩张的态势, 保持在此细分行业的竞争力和领先性 公司在今年 4 月份上海车展上演示了一系列代表最前沿技术的人机交互类产品 其中, 最新中控台概念产品 ( 详见下图 1-1), 将普瑞的最先进的 HMI 技术与 PCC 的软件技术进行了融合, 采用模块化解决方案, 能实现在许多不同车型和品牌上的使用 概念产品内含触摸式中央操作系统, 沿用无匙进入 三维真玻璃 手写输入等 HMI 先进技术, 并集成了先进的主动反馈技术, 既保留驾乘者的智能手机使用习惯, 其触觉 声觉反馈响应又可以增强行车安全系数 同时, 前后排乘客均可通过移动设备来操控车内的影音娱乐 导航和空调等 另外, 这款产品配备智能手机无线充电功能, 与无线设备联合从根本上实现人机交互灵活性 HMI Business: HMI Business in H1 2017 was affected to some extent by the slowdown of Ford, one of the Company s key customers. However, the Company continued to adopt an active approach and successfully secured its competiveness and leadership in this market segment. The Company presented a series of state-of-the-art HMI solutions at Shanghai Auto Show in April this year. Among them was the latest center console concept (see below Figure 1-1), which perfectly integrated the most advanced Preh HMI competencies with PCC software technology to offer modular solutions for many different models and brands. This concept had a touch screen central operating system featuring cutting-edge HMI technology such as keyless access, fully 3D glass and handwriting input, together with innovative active feedback technology, to ensure greater driving safety by touch and acoustic feedback responses while retaining 6
driver s smartphone usage habits. Meanwhile, passengers both at front and back seats could control interior audio/video entertainment, navigation and air conditioning through mobile devices. In addition, this product offered smartphone wireless charging functions, and the possibility to connect with wireless devices enabled true flexibility of human-machine interaction. 图 1-1 均胜新中控台概念产品 图 1-2 空调控制系统 车联网系统 语音控制融合产品 Figure 1-1 Joyson s new conceptual design of center panel Figure 1-2 Integration product, which contains air conditioner control system, connectivity ECU and voice control 图 1-3 先进座舱系统 Figure 1-3 Advanced cabin system 此外, 位于德国巴特诺伊施塔特的新研发中心已于 2017 年 4 月正式投入使用 ( 图 1-4), 面积为 8,200 平方米, 为公司在智能驾驶和新能源汽车技术领域的研发提供基础保障 Moreover, the Company s new R&D Center in Bad Neustadt, Germany, was officially put into operation in April 2017 (Figure 1-4). Covering an area of 8,200 m 2, 7
the Center would provide basic guarantee for the Company s research and development in the field of smart driving and new energy vehicle technology. 图 1-4 德国新研发中心 Figure 1-4 New R&D Center in Germany (2) 新能源汽车电子业务,2017 年前 6 月实现营收 2.94 亿元, 同比增长 20.15%, 维持较高的增速 报告期内新技术的研发又取得了突破性进展 首先, 公司和奔驰合作, 开发的 48V 混合动力系统, 在节能减排 提高燃油经济性 提高性能 降低成本等方面较纯电动车更具明显优势, 此联合供电方案不仅是公司在双电压电气系统架构上的创新, 也是在 BMS 软件方面所取得的重大成就, 巩固了公司在电动汽车电池管理领域上的领先地位 预计公司为奔驰新型 48V 微混动力车提供的电池管理系统 ( 图 2-1) 将在 2017 年第三季度末实现量产供货 New Energy Vehicle Electronics Business: For the first 6 months of 2017, operating income in this business segment reached RMB 294 million, maintaining relatively high growth by 20.15% on a YoY basis. New technology breakthroughs were again seen during the reporting period. First of all, the Company partnered with Mercedes-Benz to develop 48V hybrid system, which was obviously more advantageous for its energy efficiency, higher fuel economy, better performance and lower cost compared with pure electric cars. This combined power solution was not only an innovation of the Company as to dual-voltage electrical system, but also a significant achievement for BMS software, which further reinforced the Company s leading position in the field of electric vehicle battery management. It is expected that the battery management system (Figure 2-1) designed by the Company for Mercedes-Benz s new 48V micro hybrid vehicle will start mass production and supply by the end of Q3 2017. 此外, 公司采用高通芯片开发的无线充电系统, 目前已完成了其在保时捷概念车型上的研发 在国内为吉利混动平台车型开发的 BMS 系统也已经大规模地商用化 ( 图 2-2) In addition, the wireless charging system developed by the Company using Qualcomm chips has now completed its R&D process in Porsche concept cars. 8
Domestically, the BMS system developed for Geely hybrid vehicles has also been commercialized on a large scale (Figure 2-2). 图 2-1 均胜 48v 混合动力电池管理系统 Figure 2-1 Joyson 48v hybrid battery management system 图 2-2 搭载均胜 BMS 的吉利混动车型 Figure 2-2 A Geely hybrid vehicle equipped with Joyson BMS (3) 汽车安全系统业务, 本期本业务板块实现营收 67.35 亿元, 并购后整合效果良好, 本期订单新增近 13 亿美元 其中, 主动安全本期新增订单近 1.3 亿美元 Automotive Safety System Business: During the reporting period, operating income in this business segment reached RMB 6,735 million. M&A integration produced good results, bringing in new orders valued approximately USD 1,300 million, of which USD 130 million was achieved by active safety products. 同时, 上半年公司汽车安全业务新增研发工程师 200 多人, 其中大部分开展主动安全 (ADAS) 业务的研发, 除原有的苏州 首尔和密歇根三大研发中心外, 又筹建了上海预研项目中心和德国工程服务中心, 使全球研发资源的分布更加合理 Meanwhile, for H1 2017, the Company s automotive safety business segment has recruited more than 200 new R&D engineers, most of whom worked in active safety (ADAS) R&D. Apart from the original three R&D centers in Suzhou, Seoul and Michigan, the Company has established an advanced engineering project center in Shanghai and an engineering service center in Germany to ensure optimal distribution of global R&D resources. 9
图 3-1 KSS 主动安全 (ADAS) 事业部分布图 Figure 3-1 KSS Active Safety (ADAS) BU locations 基于强大的硬件 软件及 ADAS 功能开发的工程能力,KSS 目前已投入商用的基于图形和图像处理的 ADAS 系统主要有智能前视摄像头 (Intelligent Front Camera) 360 度环视系统 With strong hardware, software and ADAS engineering capabilities, KSS s graphic and image based ADAS systems currently put into commercial use mainly include Intelligent Front Camera, and 360 All Round View System. 图 3-2 KSS 主要产品合作模式 10
Figure 3-2 KSS product cooperation model 产能方面, 目前主动安全业务在宁波开始了产能和生产线的准备工作, 以服务于需求日趋旺盛的国内市场 As to capacity, currently, ADAS BU has been preparing for the establishment of capacity and production line in Ningbo in order to serve the ever-increasing domestic market demand. 前瞻领域, 主动安全业务部门正在研究和开发更高集成度的域控制器 ( Domain Controller), 实现多种传感器 ( 摄像头 雷达 激光雷达 ) 的融合, 为客户提供更高等级的辅助驾驶解决方案 In forward-looking field, ADAS BU has now been working hard on the research and development of domain controllers with higher level of integration to enable closer fusion of multiple sensors (camera, radar, laser radar) and offer better driver assistance solutions for customers. 图 3-3 ADAS 中央控制器 Figure 3-3 ADAS central controller 图 3-4 通过域控制器实现多传感器的融合 Figure 3-4 Multiple sensor fusion achieved through domain controllers 11
相关系统研发在积极推进中, 测试车辆已经开始小范围场地和路面测试 Relevant system R&D was in good progress, with small-scale field and road tests underway. 图 3-5 实验和测试场地 Figure 3-5 Experiment and test field 图 3-6 搭载多传感器融合方案的自动驾驶测试车辆 Figure 3-6 Automatic driving test vehicles equipped with multiple sensor fusion solutions 除全球客户, 近期在国内新开发的部分客户和部分车型如下 : Apart from international customers, some of the new domestic customers and models the Company has recently engaged are shown as follows: 12
图 3-7 国内新客户及相关车型 Figure 3-7 New domestic customers and relevant models (4) 智能车联业务方面, 本期实现营收约 18.07 亿元, 同比增长 188.61%, 毛利润率为 9.43%, 同比提高了 1.17 个百分点, 新获得订单数合计约 2.2 亿欧元, 继续保持强劲的增长势头 Intelligent Vehicle Networking Business: During the reporting period, operating income in this business segment reached RMB 1,807 million, up 188.61% on a YoY basis, with gross margin at 9.43%, up 1.17% on a YoY basis, and new orders totaling EURO 220 million in value, suggesting a consistently strong growth trend. 本期内除奥迪 大众 斯柯达等的项目外, 公司还获得为全球著名车联网厂商提供地图引擎和搭建相关导航服务的订单, 再次证明公司在车载软件领域的实力 In this reporting period, apart from Audi, Volkswagen, Skoda and other projects, the Company has also received orders from world renowned vehicle networking operators for the provision of Maps Engine and relevant navigation services, once again demonstrating the Company s strengths in the field of vehicle software. 大众集团 MIB3 项目的国产化项目按计划推进, 预计将对应南北大众平台级车型 同时, 国内团队也在积极开拓国内市场, 与国内整车厂商及自主品牌的合作正在积极推进中 The Volkswagen MIB3 Localization Project has been proceeding smoothly as scheduled, and it is expected to correspond to the platform-class models launched by Shanghai Volkswagen and FAW-Volkswagen. Meanwhile, our domestic team has been actively expanding the domestic market and engaging in more intensive cooperation with domestic OEMs and self-owned brands. 13
图 4-1 PCC 国内主要开拓客户 Figure 4-1 PCC key domestic customers 2017 年上半年, 公司智能车联业务新增工程技术人员近 120 名, 特别加强了在中国的研发力量投入 此外, 在中国的测试中心和产能也在积极准备中, 以达到中国与德国同步研发 同步设计 同步生产 全球供应的能力 For H1 2017, the Company s intelligent vehicle networking business segment has recruited about 200 new engineers and technicians and also increased R&D investment in China. In addition, the Test Center and capacity in China were under active preparation to support German-Chinese synchronous R&D, synchronous design, synchronous production and global supply. 图 4-2 PCC 中国 ( 宁波 ) 研发中心 图 4-3 PCC 中国 ( 上海 ) 开发测试中心 Figure PCC China (Ningbo) Figure PCC China (Shanghai) 4-2 R&D Center 4-3 Development and Test Center 14
图 4-4 PCC 中国 ( 宁波 ) 生产工厂 Figure 4-4 PCC China (Ningbo) Production Plant 图 4-5 大规模功能与联网验证和测试 Figure 4-5 Large-scale functions and networking verification and testing 图 4-6 摇晃震动试验台 图 4-7 3D 激光扫描设备 15
Figure Shake & vibration test Figure 3D laser scanning 4-6 bench 4-7 equipment 此外,PCC 目前提供全方位的车辆网联解决方案, 除了已经投入大规模商用的车联网服务外, 技术上已经成熟的车辆与手机互联和车内手机无线充电技术, 以及正在研发的 V2X( 车和车 车和路 ) 通信系统, 都充分体现了 PCC 在车辆网络连接技术领域的深厚实力 In addition, PCC currently offers comprehensive vehicle networking solutions. Apart from the vehicle networking services which have been put into large-scale commercial use, the well-established vehicle-smartphone connect and interior mobile phone wireless charging technologies as well as the V2X (Vehicle-to-Vehicle or Vehicle-to-Infrastructure) communication systems currently under research and development have fully demonstrated PCC s strong capability in the field of vehicle networking. 图 4-8 智能车联技术方案 Figure 4-8 Intelligent connected automotive solutions (5) 功能件业务方面, 本期实现营收 11.94 亿元, 保持稳定增长, 毛利率为 25.48%, 同比提升了 2.67 个百分点, 为公司贡献稳定的现金流 Functional Parts Business: During the reporting period, operating income in this business segment reached RMB 1,194 million and maintained steady growth, with gross margin at 25.48%, up 2.67% on a YoY basis, contributing stable cash flow to the Company. 16
(6) 融合和前瞻性业务 : 除各个子系统和业务的单独发展, 公司同时也在推进总线层级的多系统 (HMI 智能车联 主动安全等) 的融合 作为行业领先的系统级供应商, 均胜电子正在开发总线层面的域控制系统 (Domain Controller) 实现驾驶舱内电子系统的的融合, 为客户提供更优质的解决方案 Integration and Forward-Looking Business: Apart from individual development of each subsystem and business unit, the Company has also promoted bus-level multi-system (HMI, intelligent vehicle networking, active safety, etc.) integration. As a leading system provider in the automotive industry, Joyson Electronics is now working on bus-level domain controllers to achieve integration of electronic systems in the cabin and offer better quality solutions to customers. 图 5 均胜电子 - 未来汽车产业链自我定位 Figure 5 Joyson Electronics: Self-position in futrue automotive industry chain 未来, 汽车行业产业链将更多地围绕芯片 / 关键零部件 系统 整车这三个环节来发展, 其中像 BOSCH 大陆 均胜这样的一级供应商将会扮演系统集成商这一角色 由于未来驾驶舱电子融合度的不断提高, 以及硬件 软件融合一体化的趋势愈发明显, 汽车软件及数据不仅依附于硬件, 未来将更可能地定义硬件 因此, 均胜将朝着集硬件 软件和数据服务为一体的技术供应商的方向不断努力前进, 以最终实现从零部件企业向技术提供商的升级 In future, the automotive industry chain will probably see more development around the three sectors of chips/key parts, systems and whole vehicles. Tier 1 suppliers such as BOSCH, Continental and Joyson will play the role of a system integrator. Higher degree of cabin electronics fusion and increasing hardware-software integration make vehicle software and data not only dependent on, but more likely in 17
future to define, the hardware. Therefore, Joyson will persistently pursue its goal to upgrade from a parts manufacturer to a full-service technology provider offering integrated hardware, software and data solutions. (7) 报告期内, 公司也积极参与全球汽车安全产业链的整合, 并取得了重大进展, 于 2017 年 6 月 26 日与高田签署的谅解备忘录, 拟购买高田除硝酸铵气体发生器业务以外的主要资产 均胜正在向世界最顶级的汽车安全系统供应商这一目标迈进 During the reporting period, the Company has also actively participated in the integration of global vehicle safety industry chain and achieved remarkable progress in this regard. On 26 June, 2017, the Company signed a MOU with Takata to purchase Takata s key assets, other than the ammonium nitrate-based inflator business, marking an important step closer to Joyson s goal to become one of the world s top automotive safety system providers. 3.2 与上一会计期间相比, 会计政策 会计估计和核算方法发生变化的情况 原因及其影响 Changes in accounting policies, accounting estimates and accounting methods as compared to the previous accounting period, and the reasons and effect thereof. 适用 Applicable 不适用 N/A 3.3 报告期内发生重大会计差错更正需追溯重述的情况 更正金额 原因及其影响 Retrospective restatement due to correction of significant accounting errors in the reporting period, and the amounts corrected, reasons and effect thereof. 适用 Applicable 不适用 N/A 18
四 财务报告 Financial Report Current Assets: Consolidated Balance Sheet June 30 th 2017 Unit: Yuan Currency: RMB Item Notes Closing balance Opening balance Cash and bank balances 3,275,529,820.91 9,191,003,348.07 Financial derivative assets 10,048,707.40 11,350,101.43 Notes receivable 313,479,260.99 752,709,811.96 Accounts receivable 3,859,653,179.08 4,401,700,195.98 Prepayments 285,418,684.87 283,943,332.73 Interest receivable 6,207,775.48 1,818,200.86 Other receivables 1,226,230,727.42 500,754,914.95 Inventories 3,505,015,615.88 3,003,625,378.63 Other current assets 1,643,209,958.97 619,809,048.74 Total Current Assets 14,124,793,731.00 18,766,714,333.35 Non-current Assets: Available-for sale financial assets 77,473,703.27 127,683,809.14 Long-term receivables 11,712,832.99 11,209,165.55 Long-term equity investment 137,109,483.69 117,093,705.91 Fixed assets 5,785,399,752.74 5,578,169,211.23 Construction in progress 1,389,205,716.80 1,072,097,625.17 Intangible assets 2,465,473,149.82 2,338,188,311.51 Development expenditures 597,582,395.64 557,254,560.44 Goodwill 7,232,334,032.64 7,468,429,933.39 Long-term deferred and prepaid expenses 40,116,944.45 37,943,963.92 Deferred tax assets 1,239,881,581.18 1,050,487,535.36 Other non-current assets 193,502,689.40 107,298,680.63 Total Non-current Assets 19,169,792,282.62 18,465,856,502.25 Total Assets 33,294,586,013.62 37,232,570,835.60 Current Liabilities: Short-term borrowings 1,963,293,918.96 3,625,480,525.93 Financial derivative liabilities 1,643,720.21 Notes payable 121,816,610.32 116,493,129.76 Accounts payable 3,811,227,956.17 4,303,959,061.39 Receipts in advance 174,507,097.96 176,273,614.04 19
Payroll payable 509,169,132.24 446,118,968.66 Taxed payable 267,282,372.67 346,246,398.74 Interests payable 56,040,778.28 70,351,142.73 Other payables 449,911,539.68 433,706,031.45 Non-current liabilities due within one year 739,975,666.76 706,924,447.53 Other current liabilities 1,297,956,034.76 1,717,723,847.53 Total Current Liabilities 9,391,181,107.80 11,944,920,887.97 Non-current Liabilities: Long-term borrowings 7,151,105,627.41 9,113,488,978.42 Bonds payable 399,411,472.53 Long-term payables 270,233,333.74 205,281,033.37 Long-term payroll payable 651,421,569.47 668,334,506.17 Provisions 8,419,440.50 21,310,540.89 Deferred income 19,668,451.17 27,247,564.91 Deferred tax liabilities 873,484,122.27 818,582,033.28 Other non-current liabilities 268,427,883.92 189,242,130.18 Total Non-current liabilities 9,242,760,428.48 11,442,898,259.75 Total Liabilities 18,633,941,536.28 23,387,819,147.72 Owner s Equity Share capital 949,289,000.00 949,289,000.00 Capital reserves 10,111,843,505.33 10,111,843,505.33 Other comprehensive income 72,375,834.29-147,133,651.63 Surplus reserve 74,243,968.97 74,243,968.97 Retained profits 2,130,260,767.97 1,715,166,061.64 Total owners equity attributable to owner of the company 13,338,013,076.56 12,703,408,884.31 Minority interests 1,322,631,400.78 1,141,342,803.57 Total Owner s Equity 14,660,644,477.34 13,844,751,687.88 Total Liabilities and Owner s Equity 33,294,586,013.62 37,232,570,835.60 20
Current Assets: Balance Sheet of the Company June 30 th 2017 Unit: Yuan Currency: RMB Item Notes Closing balance Opening balance Cash and bank balances 1,047,223,825.59 7,974,431,317.43 Financial derivative assets Notes receivable Accounts receivable 2,850,480.00 1,518,371.34 Prepayments 29,822,951.15 3,763,392.92 Interest receivable 7,399,781.54 16,784,923.23 Dividend receivable 311,945,000.00 359,600,000.00 Other receivables 925,477,992.33 1,317,895,807.36 Inventories Other current assets 1,512,552,014.21 485,503,755.22 Total Current Assets 3,837,272,044.82 10,159,497,567.50 Non-current Assets: Available-for sale financial assets Long-term receivables 89,419,561.94 83,738,824.94 Long-term equity investment 11,887,292,031.10 11,263,169,116.54 Fixed assets 4,421,058.10 5,091,821.97 Construction in progress 215,156,673.61 165,229,248.76 Intangible assets 94,534,878.86 95,463,232.77 Development expenditures Goodwill Long-term deferred and prepaid expenses Deferred tax assets Other non-current assets 1,053,125.14 1,317,354.87 Total Non-current Assets 12,291,877,328.75 11,614,009,599.85 Total Assets 16,129,149,373.57 21,773,507,167.35 Current Liabilities: Short-term borrowings 1,303,232,000.00 2,740,000,000.00 Financial derivative liabilities Notes payable Accounts payable 1,163,342.12 2,852,922.25 Receipts in advance Payroll payable 39,196.03 43,322.00 Taxed payable 876,847.41 299,757.09 Interests payable 15,514,126.40 33,029,902.89 Other payables 81,426,291.99 78,862,573.68 21
Non-current liabilities due within one year 537,844,993.96 569,049,260.00 Other current liabilities 500,000,000.00 1,000,740,000.00 Total Current Liabilities 2,440,096,797.91 4,424,877,737.91 Non-current Liabilities: Long-term borrowings 1,330,242,236.81 4,501,094,412.74 Bonds payable 399,411,472.53 Long-term payables Long-term payroll payable Provisions Deferred income Deferred tax liabilities Other non-current liabilities Total Non-current liabilities 1,330,242,236.81 4,900,505,885.27 Total Liabilities 3,770,339,034.72 9,325,383,623.18 Owner s Equity Share capital 949,289,000.00 949,289,000.00 Capital reserves 11,290,260,012.70 11,290,260,012.70 Other comprehensive income -8,169,700.00-24,429,700.00 Surplus reserve 38,726,475.60 30,298,016.13 Reatained profits 88,704,550.55 202,706,215.34 Total owners equity attributable to owner of the company 12,358,810,338.85 12,448,123,544.17 Total Owner s Equity 12,358,810,338.85 12,448,123,544.17 Total Liabilities and Owner s Equity 16,129,149,373.57 21,773,507,167.35 Consolidated Income Statement For fiscal year period from January 1st 2017 to June 30st 2017 Unit: Yuan Currency: RMB Item Notes Amount for the Amount for the current period prior period I. Total Operating Income 13,090,700,087.34 5,950,707,532.36 Including:Operating income 13,090,700,087.34 5,950,707,532.36 II. Total Operating Costs 12,546,174,722.60 5,641,761,279.74 Including:Operating costs 10,718,175,536.48 4,734,518,587.76 Business taxes and surcharges 21,594,466.73 3,673,654.46 Selling expenses 228,027,226.33 191,863,834.35 Administrative expenses 1,327,548,658.92 547,295,407.99 Financial expenses 242,825,685.53 158,662,252.27 22
Impairment losses of assets 8,003,148.61 5,747,542.91 Add:Gains from changes in fair values (Losses are -12,697.42 indicated by - ) Investment income (Losses are indicated by - ) 393,155,308.50 28,839,965.42 Including:Investment income from associates and -113,450.29-245,890.03 joint-ventures III. Operating profit (Losses are indicated by - ) 937,680,673.24 337,773,520.62 Add:Non-operating income 31,031,975.46 28,783,943.71 Including:Gains from disposal of non-current assets 363,680.60 1,624,428.49 Less:Non-operating expenses 5,380,343.17 1,677,078.87 Including : Losses from disposal of non-current assets 982,926.82 299,331.62 IV. Total profit (total losses expressed with - ) 963,332,305.53 364,880,385.46 Less:Income tax expenses 167,972,525.16 91,386,496.27 V. Net profit (net loss expressed with - ) 795,359,780.37 273,493,889.19 Net profit attributable to owners of parent company 615,600,090.71 244,959,320.95 Profit or loss attributable to minority shareholders 179,759,689.66 28,534,568.24 VI. Other comprehensive income, net of income tax 231,729,064.60 90,378,686.75 Other comprehensive income attributable to owners of the company, net of tax 219,509,485.92 83,746,415.59 (1) Items that will not be reclassified subsequently to -18,483,015.78-15,178,835.73 profit or loss 1. Remeasure the variation of net indebtedness or net asset of defined benefit -18,483,015.78-15,178,835.73 plans 2. Share in other comprehensive income that cannot be classified into profit and loss under equity method 23
(2) Other comprehensive income to be reclassified to profit or loss in subsequent 237,992,501.70 98,925,251.32 periods 1. Share in other comprehensive income that will be classified into profit and loss under equity method 2. Changes in fair value through profit and loss of available-for-sale financial assets 3. Held-to-maturity investment reclassified into available-for sale financial assets 4. Effective part of cash-flow hedge profit and loss 22,143,187.06-18,176,858.81 5. Balance arising from the translation of foreign currency financial 215,849,314.64 117,102,110.13 statements 6. Others Other comprehensive income attributable to minority 12,219,578.68 6,632,271.16 shareholders, net of tax VII. Total comprehensive income 1,027,088,844.97 363,872,575.94 Total comprehensive income attributable to owners of the 835,109,576.63 328,705,736.54 parent company Total comprehensive income attributable to minority 191,979,268.34 35,166,839.40 shareholders VIII. Earnings per share: (I) Basic earnings per share (Yuan/share) 0.65 0.36 (II) Diluted earnings per share (Yuan/share) 0.65 0.36 24
Income Statement of the Company For fiscal year period from January 1st 2017 to June 30st 2017 Unit: Yuan Currency: RMB Item Notes Amount for the Amount for the current period prior period I. Operating Income 5,708,830.19 Less:Operating costs Business taxes and surcharges 5,194,027.50 Selling expenses Administrative expenses 52,236,410.95 21,834,158.45 Financial expenses 60,161,435.17 90,768,839.37 Impairment losses of assets Add:Gains from changes in fair values (Losses are indicated by - ) Investment income (Losses are indicated by - ) 175,123,583.45 197,773,834.41 Including:Investment income from associates and joint-ventures II. Operating profit (Losses are indicated by - ) 63,240,540.02 85,170,836.59 Add:Non-operating income 21,044,054.66 24,441,728.04 Including:Gains from disposal of non-current assets. Less:Non-operating expenses Including : Losses from disposal of non-current assets III. Total profit (total losses expressed with - ) 84,284,594.68 109,612,564.63 Less:Income tax expenses IV. Net profit (net loss expressed with - ) 84,284,594.68 109,612,564.63 V. Other comprehensive income, net of income tax 16,260,000.00 (1) Items that will not be reclassified subsequently to profit or loss (2) Other comprehensive income to be reclassified to 16,260,000.00 profit or loss in subsequent 25
periods 1. Share in other comprehensive income that will be classified into profit and loss under equity method 2. Changes in fair value through profit and loss of available-for-sale financial assets 3. Held-to-maturity investment reclassified into available-for sale financial assets 4. Effective part of cash-flow hedge profit and loss 5. Balance arising from the translation of foreign currency financial 16,260,000.00 statements 6. Others VI. Total comprehensive income 100,544,594.68 109,612,564.63 VII. Earnings per share: (I) Basic earnings per share (Yuan/share) (II) Diluted earnings per share (Yuan/share) Consolidated Cash Flow Statement For fiscal year period from January 1st 2017 to June 30st 2017 Unit: Yuan Currency: RMB Item Notes Amount for the Amount for the current period prior period I. Cash Flows from Operating Activities: Cash received from sale of goods or rendering of services 14,988,067,106.64 5,787,177,423.37 Refund of tax and levies 280,902,655.00 52,909,835.38 Other cash received relating to operating activities 46,651,735.65 38,853,374.31 Sub-total of cash inflows from 15,315,621,497.29 5,878,940,633.06 26
operating activities Cash payments for goods purchased and services received Cash paid to and on behalf of employees Payments of various types of taxes Other cash paid relating to operating activities Sub-total of cash outflows from operating activities Net Cash Flow from Operating Activities II. Cash Flows from Investing Activities: Cash receipts from disposals and recovery of investments Cash receipts from investment income Net cash receipts from disposals of fixed assets, intangible assets and other long-term assets Net cash inflows of disposal of subsidiaries and other business units Other cash received relating to investing activities Sub-total of cash inflows from investing activities Cash payments to acquire or construct fixed assets, intangible assets and other long-term assets Cash paid to acquire investments Net cash payments for acquisitions of subsidiaries and other business units Other cash paid relating to investing activities Sub-total of cash outflows from investing activities 10,407,219,482.22 3,996,982,080.39 2,044,685,921.27 998,999,556.84 856,296,402.14 264,066,692.52 933,496,505.85 633,577,651.06 14,241,698,311.48 5,893,625,980.81 1,073,923,185.81-14,685,347.75 30,000,000.00 66,495,404.37 38,445,028.87 5,751,977.52 294,593.29 301,364,972.97 2,348,000,000.00 7,021,500,000.00 2,751,612,354.86 7,060,239,622.16 1,670,570,155.90 628,567,550.24 200,314,421.55 6,690,414,553.82 3,403,000,000.00 6,463,737,309.55 5,073,570,155.90 13,983,033,835.16 27
Net Cash Flow from Investing Activities -2,321,957,801.04-6,922,794,213.00 III. Cash Flows from Financing Activities: Cash receipts from borrowings 4,730,381,489.18 7,349,264,918.70 Sub-total of cash inflows from financing activities 4,730,381,489.18 7,349,264,918.70 Cash repayments of amounts borrowed 8,942,456,563.93 1,991,098,827.75 Cash payments for distribution of dividends or profits or 492,259,458.89 177,554,219.53 settlement of interest expenses Including:payments for distribution of dividends or profits to minority owners of 2,594,353.40 subsidiaries Sub-total of cash outflows from financing activities 9,434,716,022.82 2,168,653,047.28 Net Cash Flow from Financing Activities -4,704,334,533.64 5,180,611,871.42 IV. Net Foreign Exchange Differences 29,760,792.04 15,758,982.65 V. Net increase (Decrease) in Cash and Cash Equivalents -5,922,608,356.83-1,741,108,706.68 Add:Opening balance of Cash and Cash Equivalents 9,079,498,836.83 3,373,590,168.09 VI. Closing Balance of Cash and Cash Equivalents 3,156,890,480.00 1,632,481,461.41 Cash Flow Statement of the Company For fiscal year period from January 1st 2017 to June 30st 2017 Item I. Cash Flows from Operating Activities: Cash received from sale of goods or rendering of services Refund of tax and levies Other cash received relating to operating activities Notes Unit: Yuan Currency: RMB Amount for the Amount for the current period prior period 1,584,049,874.08 2,046,593,439.69 28
Sub-total of cash inflows from operating activities 1,584,049,874.08 2,046,593,439.69 Cash payments for goods purchased and services 12,545,262.09 8,388,064.58 received Cash paid to and on behalf of employees Payments of various types of taxes 856,296,402.14 264,066,692.52 Other cash paid relating to operating activities 933,496,505.85 633,577,651.06 Sub-total of cash outflows from operating activities 14,241,698,311.48 5,893,625,980.81 Net Cash Flow from Operating Activities 1,073,923,185.81-14,685,347.75 II. Cash Flows from Investing Activities: Cash receipts from disposals and recovery of investments 30,000,000.00 Cash receipts from investment income 66,495,404.37 38,445,028.87 Net cash receipts from disposals of fixed assets, intangible assets 5,751,977.52 294,593.29 and other long-term assets Net cash inflows of disposal of subsidiaries and other business 301,364,972.97 units Other cash received relating to investing activities 2,348,000,000.00 7,021,500,000.00 Sub-total of cash inflows from investing activities 2,751,612,354.86 7,060,239,622.16 Cash payments to acquire or construct fixed assets, intangible assets and other 1,670,570,155.90 628,567,550.24 long-term assets Cash paid to acquire investments 200,314,421.55 Net cash payments for acquisitions of subsidiaries and 6,690,414,553.82 other business units Other cash paid relating to investing activities 3,403,000,000.00 6,463,737,309.55 Sub-total of cash outflows 5,073,570,155.90 13,983,033,835.16 29
from investing activities Net Cash Flow from Investing Activities -2,321,957,801.04-6,922,794,213.00 III. Cash Flows from Financing Activities: Cash receipts from borrowings 4,730,381,489.18 7,349,264,918.70 Sub-total of cash inflows from financing activities 4,730,381,489.18 7,349,264,918.70 Cash repayments of amounts borrowed 8,942,456,563.93 1,991,098,827.75 Cash payments for distribution of dividends or profits or 492,259,458.89 177,554,219.53 settlement of interest expenses Including:payments for distribution of dividends or profits to minority owners of 2,594,353.40 subsidiaries Sub-total of cash outflows from financing activities 9,434,716,022.82 2,168,653,047.28 Net Cash Flow from Financing Activities -4,704,334,533.64 5,180,611,871.42 IV. Net Foreign Exchange Differences 29,760,792.04 15,758,982.65 V. Net increase (Decrease) in Cash and Cash Equivalents -5,922,608,356.83-1,741,108,706.68 Add:Opening balance of Cash and Cash Equivalents 9,079,498,836.83 3,373,590,168.09 VI. Closing Balance of Cash and Cash Equivalents 3,156,890,480.00 1,632,481,461.41 30
Consolidated Statement of Changes in Owners' Equity For fiscal year period from January 1st 2017 to June 30st 2017 Amount for the current period Unit: RMB Item I. Closing balance of the preceding year II. Opening balance of the current year III. Increase or decrease in the current year (decrease indicated with - ) Share capital Capital reserve Owner s equity attribute to owners of the company Other comprehensive income Surplus reserve Retained profits Minority interests Total owners 949,289,000.00 10,111,843,505.33-147,133,651.63 74,243,968.97 1,715,166,061.64 1,141,342,803.57 13,844,751,687.88 949,289,000.00 10,111,843,505.33-147,133,651.63 74,243,968.97 1,715,166,061.64 1,141,342,803.57 13,844,751,687.88 equity 219,509,485.92 415,094,706.33 181,288,597.21 815,892,789.46 (I) Total comprehensive income 219,509,485.92 615,600,090.71 191,979,268.34 1,027,088,844.97 (II) Owners contributions and reduction in capital (III) Profit distribution -200,505,384.38-10,690,671.13-211,196,055.51 1.Transfer to surplus reserve 2.Distributions to owners (or shareholders) -189,857,800.00-189,857,800.00 3.Others -10,647,584.38-10,690,671.13-21,338,255.51 (IV) Transfers within owners equity 1.Capitalization of capital reserve 31
2.Capitalization of surplus reserve 3.Surplus reserves making up losses 4.Others (V) Others IV. Closing balance of the current year 949,289,000.00 10,111,843,505.33 72,375,834.29 74,243,968.97 2,130,260,767.97 1,322,631,400.78 14,660,644,477.34 Amount for the same period of last year Unit: RMB Item I. Closing balance of the preceding year II. Opening balance of the current year III. Increase or decrease in the current year (decrease indicated with - ) Share capital Capital reserve Owner s equity attribute to owners of the company Other comprehensive income Surplus reserve Retained profits Minority interests Total owners 689,369,800.00 2,253,313,864.09-505,170,214.61 54,918,064.75 1,301,798,538.97 182,171,596.71 3,976,401,649.91 689,369,800.00 2,253,313,864.09-505,170,214.61 54,918,064.75 1,301,798,538.97 182,171,596.71 3,976,401,649.91-115,038,029.53 83,746,415.59 244,959,320.95 532,604,031.61 746,271,738.62 (I) Total comprehensive income 83,746,415.59 244,959,320.95 35,166,839.40 363,872,575.94 (II) Owners contributions and reduction in capital -115,038,029.53 500,031,545.61 384,993,516.08 (III) Profit distribution -2,594,353.40-2,594,353.40 1.Transfer to surplus reserve 2.Distributions to owners (or -2,594,353.40-2,594,353.40 equity 32
shareholders) 3.Others (IV) Transfers within owners equity 1.Capitalization of capital reserve 2.Capitalization of surplus reserve 3.Surplus reserves making up losses 4.Others (V) Others IV. Closing balance of the current year 689,369,800.00 2,138,275,834.56-421,423,799.02 54,918,064.75 1,546,757,859.92 714,775,628.32 4,722,673,388.53 Statement of Changes in Owners' Equity of the Company For fiscal year period from January 1st 2017 to June 30st 2017 Unit: RMB Amount for the current period Owner s equity attribute to owners of the company Item Share capital Capital reserve Other comprehensive Surplus reserve Retained profits Total owners equity income I. Closing balance of the preceding year II. Opening balance of the current year 949,289,000.00 11,290,260,012.70-24,429,700.00 30,298,016.13 202,706,215.34 12,448,123,544.17 949,289,000.00 11,290,260,012.70-24,429,700.00 30,298,016.13 202,706,215.34 12,448,123,544.17 33
III. Increase or decrease in the current year (decrease indicated with - ) 16,260,000.00 8,428,459.47-114,001,664.79-89,313,205.32 (I) Total comprehensive income 16,260,000.00 84,284,594.68 100,544,594.68 (II) Owners contributions and reduction in capital (III) Profit distribution 8,428,459.47-198,286,259.47-189,857,800.00 1.Transfer to surplus reserve 8,428,459.47-8,428,459.47 2.Distributions to owners (or shareholders) 3.Others (IV) Transfers within owners equity -189,857,800.00-189,857,800.00 1.Capitalization of capital reserve 2.Capitalization of surplus reserve 3.Surplus reserves making up losses 4.Others (V) Others IV. Closing balance of the current year 949,289,000.00 11,290,260,012.70-8,169,700.00 38,726,475.60 88,704,550.55 12,358,810,338.85 34
Amount for the same period of last year Owner s equity attribute to owners of the company Item Share capital Capital reserve Other comprehensive Surplus reserve Retained profits Total owners equity income I. Closing balance of the preceding year II. Opening balance of the current year III. Increase or decrease in the current year (decrease indicated with - ) 689,369,800.00 3,317,992,328.42 9,994,872.07 19,977,918.77 4,037,334,919.26 689,369,800.00 3,317,992,328.42 9,994,872.07 19,977,918.77 4,037,334,919.26 10,961,256.46 98,651,308.17 109,612,564.63 (I) Total comprehensive income 109,612,564.63 109,612,564.63 (II) Owners contributions and reduction in capital (III) Profit distribution 10,961,256.46-10,961,256.46 1.Transfer to surplus reserve 10,961,256.46-10,961,256.46 2.Distributions to owners (or shareholders) 3.Others -189,857,800.00-189,857,800.00 (IV) Transfers within owners equity 1.Capitalization of capital reserve 2.Capitalization of surplus reserve 35
3.Surplus reserves making up losses 4.Others (V) Others IV. Closing balance of the current year 689,369,800.00 3,317,992,328.42 20,956,128.53 118,629,226.94 4,146,947,483.89 36
I. Company Status Ningbo Joyson Electronic Co., Ltd., ( the Company, named since February 2014, formerly Liaoyuan Deheng Co., Ltd., Deheng Co., Liaoyuan Joyson Electronic Co., Ltd. Joyson Electronic ) was established in August 7, 1992, registered with Liaoyuan City Business Administration, and approved by Jilin Province Economic Reform Committee. Led by Liaoyuan Chemical Fiber Corporation, the Company cooperated with Shanghai Second Textile Machine Co., Ltd., China Chemical Fiber Corporation, and China Jilin International Economic Technical Cooperation Corporation to establish directional raising funds corporation. The raised shares were 65,000,000. On November 10, 1993, approved by China Securities Regulatory Commission Certificate of Supervision [1993] No. 69 document, Deheng Co. raised capital from public by issuing 25,000,000 common shares, totaling 90,000,000 shares. The increased shares were listed on Shanghai Stock Exchange on December 6, 1993. In March 1994, Liaoyuan City Economic Reform Commission and Liaoyuan City National-owned Assets Supervision and Administration Commission issued <1994> No. 1 Approval of Divestiture of Non-Operating Assets in Liaoyuan Deheng Co., Ltd. National Shares and approved Deheng Co. to divestiture RMB 6,115,838 non-operating national assets from national shares, which increased from 32,250,000 to 26,134,162. In May 1995, Deheng Co. board of directors approved profit distribution plan for 1994, and distributed 2 shares for every 10 shares to all shareholders. In December 1995, Deheng Co. received renewed Business License No. 12515569-8. The registered capital was RMB 100,660,000. By the end of 2010 after distribution, Deheng Co. s total capital was RMB 185,723,709, equaling to 185,723,709 shares. (par value of RMB 1) For year 2005 and 2006, Deheng incurred loss. Since April 25, 2007, Deheng Co. launched special treatment for delisting risk warning. According to the audit report for year 2007 issued by Zhongzhun Certified Public Accountants, Deheng Co. realized net profit RMB 16,254,200 in 2007. The net assets per share was RMB 1.66. After deducting non-recurring net profit loss RMB 73,714,300, the net asset per share was RMB 1.32. Shanghai Stock Exchange approved to revoke the delisting risk warning for Deheng Co. and implement 37
other special treatments. Deheng Co. incurred loss for 2008 and 2009. On January 20, 2010, the creditor of Deheng Co., Bank of Jilin Co., Ltd., applied to Liaoyuan Intermediate People s Court for reorganization of Deheng s shares. In April 13 th 2010, Liaoyuan Intermediate People s Court ruled Deheng Co. to reorganize by issuing (2010) No.1-1 Civil Ruling and appointed Deheng Co. s liquidation team as principal of shares reorganization. On August 11, 2010, the principal of shares reorganization received (2010) No.1-4 Civil Ruling from Liaoyuan Intermediate People s Court, which ruled and approved Deheng Co. s reorganization plan and ceased reorganization process. Deheng Co. executed the reorganization plan. According to Liaoyuan Deheng Co., Ltd. Reorganization Plan, ( the Reorganization Plan ), Deheng Co. introduced Ningbo Joyson Investing Ltd., as join party for reorganization and started reorganize. The reorganization party invested capital of no less than RMB 800,000,000 and profitable assets by purchasing Deheng Co s directional shares, and thus made Deheng Co. restore the ability of continuing to operate and profitability and well-performed listed company. Moreover, all shareholders of Deheng Co. transferred shares by proportion. Liaoyuan Finance Bureau transferred 50% (11,122,180 shares), and other shareholders transferred 18% (29,426,283 shares), totaling 40,548,463 shares. The reorganization party held 21.83% shares after transferring. On May 9, 2011, Deheng Co. approved on Major Assets Reorganization, Assets Purchase by Issuing Shares and Related Party Transactions, and decided to invest premium net assets to Deheng Co. by purchasing Deheng Co. s directional shares as following: Ningbo Joyson Auto Electronic Co., Ltd., ( Joyson Auto ), 75% shares, Huade Plastic Manufacturing Co., Ltd., ( Huade Plastic ), 82.30% shares, Changchun Joyson Auto Parts Co., Ltd., ( Changchun Joyson ), 100.00% share, Shanghai Huade Benyuan Auto Mirror Co., Ltd., ( Huade Benyuan ), 100.00% shares. Jianqiang, Antai Technical (24% shares of Joyson Auto) and Luo Jianqiang (12.50% shares of Changchun Joyson) altogether subscribed Deheng Co. s directional shares. 38
The assumed investment of Joyson Group and concerted parties is as follows: Joyson Auto held 75% shares of Zhejiang Bosheng Electronic Co., Ltd., 100% shares of Changchun Huade Plastic; Huade Plastic held 100.00% shares of Shanghai Lingang Auto Rearview Mirror Co., Ltd., Changchun Joyson held 12.70% shares of Huade Plastic. On November 29, 2011, China Securities Regulatory Commission approved Deheng Co. and its acting in concert to purchase assets by issuing shares. Deheng Co. issued 172,715,238 shares, 31,311,505 and 2,298,023 shares to Nongbo Joyson Investing Group Co., Ltd., Nongbo City Science and Technology Park Antai Technology Co., Ltd., and Luo Jianqiang, respectively, 206,324,766 shares in total. By December 16, 2011, Joyson Group had renewed registration. The Company had issued 206,324,766 common shares to Joyson Group and its concerted parties, and the total capital was 392,048,475. On December 7, 2011, Ruihua Certified Public Accountants LLP had issued verification report (2011) No. 0319. On March 6, 2012, 2011 Annual Shareholders Meeting approved the proposal of change of name and abbreviation of securities. The Company s name thus changed to Liaoyuan Joyson Electronic Corporation. In June 2012, according to 2012 Annual Shareholders Meeting and modified company s policy, the Company increased capital by RMB 187,000,000, subscribed by 74.9% holding shares of Preh Holding GmbH and 5.10% holding shares of Preh GmbH. On November 29, 2012, China Securities Regulatory Commission approved the Company to issue 187,000,000 common shares to purchase assets and the issuing price is RMB 7.81 per share. On December 17 th 2012, Ruihua Certified Public Accountants LLP had issued verification report (2012) No. 0358. The registered capital changed into RMB 579,048,475.00 after the share issued. On April 10, 2013, the Company held non-public offering 57,096,342 shares, which were RMB 8.53 per share. The matching funds were RMB 487,031,797.26 and net matching funds, after deducting securities underwriting fees and sponsorship fees of 18,000,000.00 and other issuing fees of 600,000.00, were 468,431,797.26, including transferred equity of RMB 57,096,342.00. Remaining RMB 411,335,455.26 was transferred to capital 39
reserve. The Company s capital increased to RMB 636,144,817.00 after non-public offering. Ruihua Certified Public Accountants LLP had issued verification report (2013) No. 0096 for this non-public offering. On January 23, 2014, the Company held the 2014 Temp Shareholder meeting and approved the proposal on change of address, registered name and company policy of Lianyuan Joyson Electronic Co., Ltd. The name was changed to Nongbo Joyson Electronic Co., Ltd., and the address was changed to No.3 Fuxing Rd, Liaoyuan City, Jilin Province. As of the date of financial reports, the changes mentioned above had been registered with business administration. According to the approval of China Securities Regulatory Committee and 2015 1 st Temp Shareholder Meeting, the Company held non-public offering 53,224,983 with RMB 21.20 per share. The matching funds were RMB 1,128,369,639.60 and the net amount, after securities underwriting fees, sponsorship fees and other issuing fees, was RMB 1,098,916,414.62 including transferred capital of RMB 53,224,983.00. The remaining RMB 1,045,691,431.62 was transferred to capital reserve. With this non-public offering, the Company s registered capital was RMB 689,369,800.00 and capital shares were RMB 689,369,800.00. Ruihua Certified Public Accountants LLP had issued verification report (2015) No. 311700001 for this non-public offering. According to the approval on non-public offering by 2016 Annual 3 rd Temp Shareholders Meeting and China Securities Regulatory Committee, the Company held non-public offering of 259,919,200 shares with RMB 32.01 per share. The total of the raised capital was RMB 8,320,013,592.00. The net amount of raised capital, after securities underwriting fees, sponsorship fees and issuing fee, was 8,232,186,884.28, including transferred capital of RMB 259,919,200.00. The remaining RMB 7,972,267,684.28 was transferred to capital reserve. The total registered capital and the capital shares were both RMB 949,289,000.00 after this non-public offering. Ruihua Certified Public Accountants LLP had issued verification report (2016) No. 311700009 for this non-public offering. As of December 31, 2017, the Company held 949,289,000.00 accumulated capital shares. 40