Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SKYWORTH GROUP LIMITED
創 維 集 團 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00751)
OVERSEAS REGULATORY ANNOUNCEMENT
2019 THIRD QUARTER RESULTS OF SKYWORTH DIGITAL CO., LTD.
This announcement is made by the board of directors (the "Board") of Skyworth Group Limited (the "Company") pursuant to Rules 13.09(2) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Skyworth Digital Co., Ltd. ("Skyworth Digital", Shenzhen Stock Code: 000810), an A-share listed company on the Shenzhen Stock Exchange and a non-wholly owned subsidiary of the Company, has issued an announcement relating to its unaudited third quarter results for the nine months ended 30 September 2019 (the "Announcement"). Set out in the Appendix hereto is an extract of certain information in the Announcement.
Shareholders of the Company and potential investors should take note that the financial information of the third quarter results of Skyworth Digital in the Announcement has not been audited and the full version of the 2019 third quarter report of Skyworth Digital in Chinese has been published on the information website of the Shenzhen Stock Exchange (http://www.cninfo.com.cn).
By order of the Board
Skyworth Group Limited
Lai Weide
Chairman of the Board
Hong Kong, 24 October 2019
As at the date of this announcement, the Board of the Company comprises Mr. Lai Weide as the Chairman of the Board; Mr. Liu Tangzhi as executive director and the chief executive officer; Ms. Lin Wei Ping, Mr. Shi Chi and Mr. Lin Jin as executive directors; and Mr. Li Weibin, Mr. Cheong Ying Chew, Henry and Mr. Li Ming as independent non-executive directors.
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Stock Code: 000810 | Stock Abbreviation: Skyworth Digital | Announcement Number: 2019-087 |
Extract of 2019 third quarter results announcement of
Skyworth Digital Co., Ltd.
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Section I Important Notes
The board of directors, the board of supervisors and the directors, supervisors and senior executives of the Company guarantee that the contents of the quarterly results announcement are true, accurate and complete, and there are no false records, misleading statements or material omissions and bear individual and joint legal liability.
All directors attended the board meeting to resolve this quarterly results announcement.
Lai Weide, the legal representative, Wang Yin, the person in charge of accounting, and Yun Chunyu, the responsible person of the accounting institution (head of the Accounting Department) of the Company declare that the financial statements contained in this quarterly results announcement are true, accurate and complete.
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Section II Basic Information of the Company
(1) Major accounting information and financial indicators
Whether the Company needs to make retrospective adjustments to or restate the accounting information of prior years
√ Yes □ No
Reasons for retrospective adjustments or restatements
Changes in accounting policies; merger of enterprises under control of the same parent company
Increase or decrease at the end | ||||
At the end of the | At the end of prior year | of the reporting period from | ||
reporting period | the end of prior year | |||
Before adjustment | After adjustment | After adjustment | ||
Total assets (RMB) | 10,677,164,847.09 | 8,349,143,939.54 | 8,651,181,722.03 | 23.42% |
Net assets attributable to listing | 3,569,026,470.43 | 3,047,702,515.13 | 3,175,424,358.71 | 12.40% |
company shareholders (RMB) | ||||
Increase or | Increase or decrease between | |||
decrease in the | From year beginning | |||
The reporting | year beginning and the end of | |||
reporting period | to the end of the | |||
period | the reporting period from the | |||
from the same | reporting period | |||
same period prior year | ||||
period prior year | ||||
Revenue (RMB) | 2,387,767,689.84 | 15.68% | 6,281,999,542.96 | 8.97% |
Net profit attributable to listing | 239,843,978.35 | 234.43% | 497,447,856.88 | 114.92% |
company shareholders (RMB) | ||||
Net profit attributable to listing | ||||
company shareholders after excluding | 218,622,851.35 | 266.22% | 440,614,642.79 | 118.85% |
non-recurring profit or loss (RMB) | ||||
Net cash flow generated from | -- | -- | 91,858,944.03 | 120.67% |
operating activities (RMB) | ||||
Basic earnings per share (RMB/share) | 0.2314 | 234.88% | 0.4773 | 113.56% |
Diluted earnings per share | 0.2173 | 224.81% | 0.4613 | 113.07% |
(RMB/share) | ||||
Weighted average return on net assets | 6.79% | 4.40% | 14.81% | 6.87% |
Reasons for changes in accounting policies: |
1. According to the Notice on Revision of Format of 2018 Financial Statements to be Published by General Enterprises issued on 15 June 2018 and Explanation on Questions Regarding Format of 2018 Financial Statements of General Enterprises issued on 7
September 2018 by the Ministry of Finance ("MOF"), the Company shall present the refund of fees regarding tax withholding under other income instead of revenue when preparing the statement of profit or loss; and the Company shall present government subsidies related to assets under cash flows of operating activities instead of cash flow under financing activities when preparing the cash flow statements. The Company has made retrospective adjustments to the comparative information correspondently. Such changes have not affected the net profit attributable to listing company shareholders or the net increase in cash and cash equivalents.
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2. The Company held the 9th meeting of the 10th board of directors and the 9th meeting of the 9th board of supervisors on 10 December 2018, which approved the Resolution on Implementing New Accounting Standards and Changing Relevant Accounting Policies. Since 1 January 2018, the Company has adopted the amendments to Accounting Standard for Enterprises No. 14: Revenue
as well as Accounting Standard for Enterprises No. 22: Recognition and Measurement of Financial Instruments, Accounting
Standard for Enterprises No. 23: Transfer of Financial Assets, Accounting Standard for Enterprises No. 24: Hedging Accounting and
Accounting Standard for Enterprises No. 37: Presentation of Financial Instruments (the above four referred to as "New Standards for Financial Instruments" collectively) published by the MOF in 2017. Thus, during the reporting period, retrospective adjustments were made to the information in financial statements for the period from January to September 2018 according to the Accounting Standard for Enterprises No. 14: Revenue and the New Standards for Financial Instruments.
Items and amounts of non-recurring profit or loss √ Applicable □ Not applicable
Unit: RMB | ||
Amount from year | ||
Item | beginning to the end of | Remark |
the reporting period | ||
Profit or loss on disposal of non-current assets (including the part offset | -1,672,449.02 | Disposal of fixed assets |
from the provision for asset impairment) | ||
Government subsidies included in profit or loss for the current period | ||
(excluding those subsidised according to national standard quota or | 50,331,938.62 | Government subsidies |
quantity that are closely related to corporate operations) | ||
Net profit or loss for the current period from beginning of the period to | Acquisition of 55% of shares | |
the date of merger of subsidiaries resulted from the merger of enterprises | 163,052.45 | |
in Skyworth Qun Xin Security | ||
under control of the same parent company | ||
Profit or loss from changes in fair value of financial assets held for | ||
trading, derivative financial assets, financial liabilities held for trading | ||
and derivative financial liabilities, as well as investment gains from | Gains from forward foreign | |
disposal of financial assets held for trading, derivative financial assets, | 14,709,907.55 | |
exchange contracts | ||
financial liabilities held for trading, derivative financial liabilities and | ||
other debt investments, excluding effective hedging activities associated | ||
with the Company's normal operations | ||
Non-operating income and expenses other than the above | 3,818,602.35 | Other items of non-recurring |
profit or loss | ||
Less: Income tax effects | 7,970,252.65 | Income tax effects |
Effect of minority interests (after tax) | 2,547,585.21 | Effect of minority interests |
Total | 56,833,214.09 | -- |
During the reporting period, the Company did not define any item of non-recurring profit or loss defined or classified under Explanatory Announcement No.1 on Information Disclosure for Companies Publicly Issuing Securities - Non-recurringProfit or Loss as an item of recurring profit or loss.
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- The total number of shareholders and information of top 10 shareholders as at the end of the reporting period
1. Total number of shareholders of ordinary and restored voting right preference shares and information of top 10 shareholders
Unite: Share(s) | ||||||||||||
Total number of shareholders of | Total number of the shareholders of restored voting right | |||||||||||
ordinary shares as at the end of the | 52,224 | preference shares as at the end of the reporting period (if | 0 | |||||||||
reporting period | any) | |||||||||||
Status of top 10 shareholders | ||||||||||||
Name of shareholders | Shareholder | Shareholding | Number of | Number of | Pledge or Freeze | |||||||
conditional | Number of | |||||||||||
capacity | % | shares | Shares status | |||||||||
shares | shares | |||||||||||
Shenzhen Chuangwei-RGB Electronics | Domestic | |||||||||||
Co., Ltd | non-state-owned | 55.20% | 584,548,508 | 0 | Pledged | 524,548,508 | ||||||
legal person | ||||||||||||
Shi Chi | Overseas natural | 3.47% | 36,770,524 | 27,577,893 | ||||||||
person | ||||||||||||
Xie Xiongqing | Domestic natural | 2.69% | 28,528,051 | 0 | ||||||||
person | ||||||||||||
Lin Weijian | Domestic natural | 2.19% | 23,218,131 | 0 | Pledged | 16,204,999 | ||||||
person | ||||||||||||
Skyworth LCD Technology Limited | Overseas legal | 2.09% | 22,083,862 | 22,083,862 | ||||||||
entity | ||||||||||||
Suining Xingye Asset Operation | State-owned legal | 2.07% | 21,916,008 | 0 | ||||||||
Company | entity | |||||||||||
Li Pu | Domestic natural | 1.29% | 13,683,310 | 0 | ||||||||
person | ||||||||||||
Guangzhou office of Huaxia Securities | Other | 0.89% | 9,400,000 | 0 | ||||||||
Tang Yan | Overseas natural | 0.61% | 6,507,500 | 0 | ||||||||
person | ||||||||||||
Long Weiling | Domestic natural | 0.59% | 6,200,000 | 0 | ||||||||
person | ||||||||||||
Shareholdings of top 10 holders of shares not subject to trading moratorium | ||||||||||||
Name of shareholders | Number of shares not subject to trading | Type of shares | ||||||||||
moratorium held | Type of shares | Number of shares | ||||||||||
Shenzhen Chuangwei-RGB | ||||||||||||
Electronics Co., Ltd | 584,548,508 | RMB ordinary shares | 584,548,508 | |||||||||
Xie Xiongqing | 28,528,051 | RMB ordinary shares | 28,528,051 | |||||||||
Lin Weijian | 23,218,131 | RMB ordinary shares | 23,218,131 | |||||||||
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Suining Xingye Asset Operation | 21,916,008 | RMB ordinary shares | 21,916,008 |
Company | |||
Li Pu | 13,683,310 | RMB ordinary shares | 13,683,310 |
Guangzhou office of Huaxia | |||
Securities | 9,400,000 | RMB ordinary shares | 9,400,000 |
Shi Chi | 9,192,631 | RMB ordinary shares | 9,192,631 |
Tang Yan | 6,507,500 | RMB ordinary shares | 6,507,500 |
Long Weiling | 6,200,000 | RMB ordinary shares | 6,200,000 |
Wu Shezhen | 5,700,000 | RMB ordinary shares | 5,700,000 |
(1) Shenzhen Chuangwei-RGB Electronics Co., Ltd and Skyworth LCD Technology Limited are | |||
subsidiaries of Skyworth Group Limited, and are persons acting in concert legally. (2) Lin Weijian was the | |||
supervisor of Yingtan City Pengsheng Investment Co., Ltd*. (鹰潭市鹏盛投资有限公司), Lin Weijing | |||
was the executive director and general manager of Yingtan City Pengsheng Investment Co., Ltd*. Xie | |||
Description of the connected | Xiongqing was the executive director and general manager of Yingtan City Pengsheng Investment Co., | ||
relationship or acting in concert | Ltd*. Lin Weijian, Lin Weijing and Xie Xiongqing are relatives. Yingtan City Pengsheng Investment Co., | ||
of the above shareholders | Ltd*, Lin Weijian, Xie Xiongqing, Lin Weijing are persons acting in concert legally. (3) Shi Chi is a | ||
director and general manager of the Company, while Tang Yan is his spouse and therefore they are persons | |||
acting in concert legally. (4) Apart from the aforesaid, the Company is not aware of any connected | |||
relationship that may exist among the other shareholders and does not know whether they are persons | |||
acting in concert according to the "Measures for the Administration of the Takeover of Listed Companies". | |||
Status of engagement in | |||
securities financing business of | As at 30 September 2019, Xie Xiongqing held 28,528,051 shares of the Company in total, of which | ||
the top 10 holders of ordinary | 28,528,051 shares were held through the "investor credit securities account". | ||
shares (If any) | |||
Did the Company's top 10 holders of ordinary shares and the top 10 holders of ordinary shares not subject to trading moratorium make the agreed repurchase transactions during the reporting period?
- Yes √ No
The Company's top 10 holders of ordinary shares and the top 10 holders of ordinary shares not subject to trading moratorium did not make the agreed repurchase transactions during the reporting period.
2. Total number of shareholders of preference shares and information of top 10 shareholders of preference shares
- Applicable √ Not applicable
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Section III Important Matters
- Details and reasons for changes in major financial information and financial indicators during the reporting period
√ Applicable □ Not applicable
Item in the balance | As at 30 | As at 1 January | % Change | Reason for change | ||||||
sheet | September 2019 | 2019 | ||||||||
Net capital of RMB1.031 billion raised | ||||||||||
Cash & bank balances | 2,157,905,488.91 | 1,041,471,182.71 | 107.20% | from the issuance of convertible | ||||||
corporate bonds | ||||||||||
Investment in equity instruments will be | ||||||||||
recovered within one year and | ||||||||||
Financial assets held | reclassified | as | financial | assets held | for | |||||
17,592,606.09 | - | - | trading; recognition | of | financial assets | |||||
for trading | ||||||||||
held for trading in respect of gain on | ||||||||||
changes in fair value of outstanding | ||||||||||
forward foreign exchange contracts | ||||||||||
Non-current assets | Reduction in long-term receivables due | |||||||||
maturing within one | 458,233.62 | 722,376.27 | -36.57% | |||||||
within one year | ||||||||||
year | ||||||||||
Other current assets | 149,291,581.25 | 67,712,932.41 | 120.48%Increase in value-added tax credit | |||||||
Long-term receivables | 187,676.16 | 361,556.88 | -48.09% Reduction resulted from recovery of | |||||||
long-term receivables | ||||||||||
Long-term equity | Payment | of | RMB100 | million | for | |||||
112,268,189.16 | 12,829,685.99 | 775.07%investment in Skyworth Group Finance | ||||||||
investments | ||||||||||
Company Limited | ||||||||||
Investment in equity instruments will be | ||||||||||
Other non-current | recovered | within | one | year | and | |||||
financial assets | - | 12,925,000.00 | -100.00% reclassified as financial assets held for | |||||||
trading | ||||||||||
Development | 5,386,835.71 | - | - Expenditure for new and incomplete | |||||||
expenditure | ||||||||||
development projects | ||||||||||
Increase in US dollar borrowings to | ||||||||||
Short-term borrowings | 1,189,187,528.52 | 537,394,777.75 | 121.29%hedge against US dollar assets and reduce | |||||||
the effects of exchange rate fluctuations | ||||||||||
on profit or loss of the Company | ||||||||||
At the end of reporting period, | ||||||||||
Financial liabilities | recognition | of | financial | assets held | for | |||||
- | 2,704,321.16 | -100.00% trading in respect of gain on changes in | ||||||||
held for trading | ||||||||||
fair value of outstanding forward foreign | ||||||||||
exchange contracts | ||||||||||
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Receipts in advance | 674,850.59 | 499,209.29 | 35.18%Increase in advance lease payments | ||
Employee | Increase in payroll due to expanded scale | ||||
remuneration payable | 123,001,017.12 | 93,979,364.32 | 30.88%of production and sales | ||
Non-current liabilities | Repayment | of bank borrowings upon | |||
due within one year | 13,165,088.16 | 205,982,466.65 | -93.61%maturity | ||
Other current liabilities | 53,230,402.05 | 102,837,846.15 | -48.24%Repayment of borrowings from affiliates | ||
Bonds payable | 912,593,307.28 | - | - Issuance of convertible corporate bonds | ||
Reduction in lease liabilities due to rental | |||||
Lease liabilities | 11,018,750.38 | 17,410,649.40 | -36.71%payment | ||
Other equity | 140,254,263.10 | - | Issuance of convertible corporate bonds | ||
instruments | |||||
Other comprehensive | Changes in translation differences of | ||||
-47,372,329.98 | -23,535,339.19 | -101.28% foreign operations due to exchange rate | |||
income | |||||
fluctuations | |||||
Item in the statement | January to | January to | % Change | Reason for change | |
of profit or loss | September 2019 | September 2018 | |||
Increase in additional tax due to higher | |||||
Tax and surcharges | 28,333,584.19 | 17,448,201.84 | 62.39%value-added tax paid | ||
Increased investment in the research and | |||||
Research costs | 344,038,153.12 | 252,966,005.56 | 36.00%development of new products and | ||
operations | |||||
Higher exchange gains from changes in | |||||
Finance costs | 8,149,365.04 | 18,600,415.18 | -56.19% exchange rates as compared to the same | ||
period prior year | |||||
Investment gains (loss | Higher gains from settlement of forward | ||||
8,108,759.69 | 15,847.90 | 51066.15%foreign exchange contracts and increased | |||
shall be stated as "-") | |||||
gains on long-term equity investments | |||||
Gain on changes in fair | 34.55%Higher gains from changes in fair value | ||||
value (loss shall be | 11,824,651.03 | 8,788,140.81 | |||
stated as "-") | of forward foreign exchange contracts | ||||
Non-operating income | 6,788,048.09 | 4,324,611.78 | 56.96%Increase in non-operating income | ||
Non-operating | 3,214,799.14 | 2,141,609.73 | 50.11%Increase in non-operating expenses | ||
expenses | |||||
Increase in income tax expense due to | |||||
Income tax expense | 56,811,319.93 | -22,812,238.19 | 349.04%higher total profit | ||
Item in the statement | January to | January to | % Change | Reason for change | |
of cash flows | September 2019 | September 2018 | |||
Net cash flows | |||||
generated from | 91,858,944.03 | -444,377,421.78 | 120.67%Increase in sales proceeds collected | ||
operating activities | |||||
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Net cash flows | Payment of RMB100 million for | |||
generated from | -195,902,663.38 | -75,217,981.54 | -160.45% | investment in Skyworth Group Finance |
investment activities | Company Limited | |||
Net cash flows | Net capital of RMB1.031 billion raised | |||
generated from | 1,185,583,795.46 | 217,695,800.21 | 444.61% | from the issuance of convertible |
financing activities | corporate bonds | |||
(2) Progress of important matters and analysis of their implications and solutions
- Applicable □ Not applicable
- On 15 August 2017, Resolution on the Company's Qualification for Public Issuance of Convertible Corporate Bonds, Resolution on Public Issuance of Convertible Corporate Bonds by the Company, Resolution on the Proposed Public Issuance of Convertible Corporate Bonds by Skyworth Digital Co., Ltd., together with other relevant resolutions were approved at the 24th meeting of the 9th board of directors and the 20th meeting of the 8th
board of supervisors. On 31 August 2017, these resolutions were passed at the First Extraordinary General Meeting in 2017. On 4 September 2017, the Company held the 26th meeting of the 9th board of directors, at which relevant resolutions on adjusting the capital to be raised from the public issuance of such convertible corporate bonds were approved. On 2 August 2018, Resolution on Extension of the Validity of the Resolution for Public Issuance of Convertible Corporate Bonds at the General Meeting and Resolution on Proposal to Extend the Validity of the Board's Absolute Powers in Transacting Issues Relating to Public Issuance of Convertible Corporate Bonds at the General Meeting were approved at the 4th meeting of the 10th board of directors. On 22 August 2018, the Company held the Second Extraordinary General Meeting in 2018, at which Resolution on Extension of the Validity of the Resolution for Public Issuance of Convertible Corporate Bonds at the General Meeting and Resolution on Proposal to Extend the Validity of the Board's Absolute Powers in Transacting Issues Relating to Public Issuance of Convertible Corporate Bonds at the General Meeting were passed. On 5 December 2018, the China Securities Regulatory Commission issued the Approval in Relation to the Public Issuance of Convertible Corporate Bonds by Skyworth Digital Co., Ltd. (Zheng Jian Xu Ke [2018] No. 1913), pursuant to which the Company was permitted to publicly issue convertible corporate bonds with an aggregate nominal value of RMB1,040,000,000. On 27 March 2019, the Company issued the Undertaking for Significant Matters Subsequent to the Public Issuance of Convertible Corporate Bonds by Skyworth Digital Co., Ltd. and Review Opinions in Relation to Significant Matters Subsequent to the Public Issuance of Convertible Corporate Bonds by Skyworth Digital Co., Ltd. from CITIC Securities Company Limited. On 10 April 2019, the Resolution on Public
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Issuance of Convertible Corporate Bonds by the Company was approved at the 13th meeting of the10th board of directors. On 11 April 2019, Prospectus for the Public Issuance of Convertible Corporate Bonds and Announcement in Relation to the Public Issuance of Convertible Corporate Bonds were published, while CITIC Securities Company Limited issued a sponsorship letter for the public issuance of convertible corporate bonds by Skyworth Digital Co., Ltd. On 15 April 2019, to fund its upgrading and expansion projects for the smartisation of set-topbox and access terminal series products, and those for its automobile intelligent driver-assistancesystems, the Company publicly issued 10.4 million convertible corporate bonds at an issuance price of RMB100 each; a total capital of RMB1,040,000,000 was raised, while the net proceeds, after underwriting fees, sponsorship fees and other issuance expenses of RMB8,713,600, amounted to RMB1,031,286,400. On 16 May 2019, A-shareconvertible corporate bonds publicly issued by Skyworth Digital Co., Ltd. were listed on the Shenzhen Stock Exchange (stock name: Skyworth convertible bond, stock code: 127013). On 23 May 2019, China Chengxin Securities Rating Co., Ltd. issued the Follow-up Rating Report in relation to the Public Issuance of Convertible Corporate Bonds by Skyworth Digital Co., Ltd. (2019), in which it maintained an entity credit rating of AA on Skyworth Digital with a stable outlook and a credit rating of AA on "convertible corporate bonds publicly issued by Skyworth Digital Co., Ltd.". The conversion period of "Skyworth convertible bond" commenced on 21 October 2019.
(2) On 5 September 2019, the Company held the 19th meeting of the 10th board of directors, at which the Resolution on Capital Increase by Shenzhen Skyworth Digital Technology Co., Ltd. (a wholly-ownedsubsidiary of the Company) in Smart Choice Store Company Limited, its wholly-ownedsubsidiary in Hong Kong was approved. Shenzhen Skyworth Digital Technology Co., Ltd. (a wholly-owned subsidiary of the Company) intends to increase its capital contribution to Smart Choice Store, its wholly-owned subsidiary in Hong Kong, by RMB300,000,000 (or its foreign currency equivalent) with its own funds. Upon completion of the capital increase, the registered capital of Smart Choice Store will increase to RMB300,008,833 (or its foreign currency equivalent), while the percentage of shareholding of Shenzhen Skyworth Digital (a wholly-owned subsidiary of the Company) in Smart Choice Store will remain at 100%. The transaction is subject to filing with and approval by the Development and Reform Commission of Shenzhen Municipality and the Commerce Bureau of Shenzhen Municipal. The Company will fulfil its obligation of information disclosure in due course based on the progress of subsequent matters. Investors are advised to pay attention to the investment risks involved.
- Pursuant to the Resolution on the Connected Transaction in relation to Entering Into Financial Services Agreement with a Related Finance Company, which was approved by the Company at its First Extraordinary
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General Meeting in 2018 held on 27 June 2018, the Company entered into the Financial Services Agreement with Skyworth Group Finance Company Limited ("Skyworth Finance Company") for a term of three years, with a view to further expanding its financing channels, reducing financing costs and finance expenses, and improving its efficiency in fund utilisation. Under the Financial Services Agreement, Skyworth Finance Company will provide the Company with a range of financial services within its scope of operation, including but not limited to comprehensive credit line, deposit and loan services, settlement services and other activities that Skyworth Finance Company may engage in as permitted by the China Banking and Insurance Regulatory Commission. The maximum balance of comprehensive credit line shall not exceed RMB1.7 billion (reusable within the approved period), loan interest rate shall be calculated in accordance with relevant requirements of the People's Bank of China, and it shall not be higher than loan interest rates offered by major domestic commercial banks for loans of the same type and term under similar conditions. The maximum daily outstanding balance of deposits, subject to compliance with relevant requirements of the Shenzhen Stock Exchange, shall not exceed RMB700 million, while the deposit interest rate shall not be lower than deposit interest rates offered by major domestic commercial banks for deposits of the same type and term. As at 30 September 2019, the Company had an outstanding loan balance of RMB0 and an outstanding deposit balance of RMB122,011,100 with Skyworth Finance Company, and it paid loan interest of RMB1,465,400 between year beginning and the end of the reporting period.
- In 2016, the Company, Smart Choice Store Company Limited and Skyworth LCD Technology Limited (hereinafter referred to as "LCD Technology") entered into the Profit Forecast Compensation Agreement and the
Supplement Agreement to the Profit Forecast Compensation Agreement (hereinafter referred to as the "Agreements"). Pursuant to the Agreements, as Skyworth LCD Modules (Shenzhen) Co., Ltd. failed to fulfil its performance commitment for 2018, LCD Technology was required to provide the Company with compensation shares in 2018, which involved 13,971,152 shares, and LCD Technology was also required to repay the cash dividend of RMB1,536,826.72 (tax inclusive) for 2016 to the Company. As at 30 July 2019, the Company completed the repurchase and cancellation of 13,971,152 compensation shares from LCD Technology, and it received from LCD Technology the cash dividend of RMB1,536,826.72 (tax inclusive) distributed as equity for 2016.
(5) The resolution on the allocation of the Company's half year profit for 2019 was approved at the 18th meeting of the 10th board of directors held by the Company on 22 August 2019 and its Second Extraordinary General Meeting in 2019 held on 11 September 2019, and it has been implemented as at 26 September 2019.
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Summary of important matters | Date of disclosure | Search index of the ad-hoc | |||
report disclosure website | |||||
Matters relating to the public issuance of convertible | 16 August 2017 | www.cninfo.com.cn | |||
corporate bonds by the Company | |||||
1 September 2017 | www.cninfo.com.cn | ||||
5 September 2017 | www.cninfo.com.cn | ||||
26 September 2017 | www.cninfo.com.cn | ||||
18 November 2017 | www.cninfo.com.cn | ||||
19 January 2018 | www.cninfo.com.cn | ||||
18 May 2018 | www.cninfo.com.cn | ||||
4 July 2018 | www.cninfo.com.cn | ||||
3 August 2018 | www.cninfo.com.cn | ||||
26 September 2018 | www.cninfo.com.cn | ||||
6 December 2018 | www.cninfo.com.cn | ||||
27 March 2019 | www.cninfo.com.cn | ||||
11 April 2019 | www.cninfo.com.cn | ||||
15 April 2019 | www.cninfo.com.cn | ||||
16 April 2019 | www.cninfo.com.cn | ||||
17 April 2019 | www.cninfo.com.cn | ||||
19 April 2019 | www.cninfo.com.cn | ||||
26 April 2019 | www.cninfo.com.cn | ||||
15 May 2019 | www.cninfo.com.cn | ||||
24 May 2019 | www.cninfo.com.cn | ||||
28 May 2019 | www.cninfo.com.cn | ||||
12 July 2019 | www.cninfo.com.cn | ||||
19 September 2019 | www.cninfo.com.cn | ||||
15 October 2019 | www.cninfo.com.cn | ||||
Matters relating to the capital increase by Shenzhen | www.cninfo.com.cn | ||||
Skyworth Digital Technology Co., Ltd. (a | |||||
wholly-owned subsidiary of the Company) in Smart | 6 September 2019 | ||||
Choice Store Company Limited, its wholly-owned | |||||
subsidiary in Hong Kong | |||||
Matters relating to the repurchase and cancellation | 26 March 2019 | www.cninfo.com.cn | |||
of compensation shares for the unfulfilled | |||||
24 April 2019 | www.cninfo.com.cn | ||||
performance commitment of Skyworth LCD | |||||
1 August 2019 | www.cninfo.com.cn | ||||
Modules (Shenzhen) Co., Ltd. for 2018 and the | |||||
connected transaction | |||||
Matters relating to the allocation of the Company's | 19 September 2019 | www.cninfo.com.cn | |||
half year profit for 2019 |
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Progress of repurchasing shares □ Applicable √ Not applicable
Progress of reducing repurchased shares through centralised bidding □ Applicable √ Not applicable
- Overdue commitment not yet performed by the de facto controller of the Company, shareholders, related parties, purchasers and the Company (being the promised parties) during the reporting period
□ Applicable √ Not applicable
The Company did not have any overdue commitment not yet performed by the de facto controller of the Company, shareholders, related parties, purchasers and the Company (being the promised parties) during the reporting period.
(4) Situation of investment in securities
- Applicable √ Not applicable
No investment in securities during the reporting period.
(5) Entrusted wealth management
- Applicable √ Not applicable
No entrusted wealth management during the reporting period.
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(6) Situation of investment in derivatives
√ Applicable □ Not applicable
Unit: RMB ten thousand | |||||||||||||
Percentage of | |||||||||||||
Investment | Purchase | Disposal | Investment | investment | |||||||||
Amount of | amount at | ||||||||||||
Name of the entity | Connected | Initial | amount at | amount | amount | amount at | Actual profit or | ||||||
Connected | Type of derivative | Commencement | Termination | provision for | period end in net | ||||||||
operating derivative | transaction | investment | beginning of | during the | during the | end of the | loss during the | ||||||
relationship | investment | date | date | impairment | assets of the | ||||||||
investment | (Yes/No) | amount | the reporting | reporting | reporting | reporting | reporting period | ||||||
(if any) | Company at end | ||||||||||||
period | period | period | period | ||||||||||
of the reporting | |||||||||||||
period | |||||||||||||
Bank of China Limited, | No | Forward foreign | 1,098.45 | 12 February | 7 January | 1098.45 | 1098.45 | 0.00% | -38.95 | ||||
Shenzhen Branch | No | 2018 | 2019 | ||||||||||
exchange | |||||||||||||
Bank of China Limited, | No | Forward foreign | 267.99 | 23 October | 11 March | 267.99 | 267.99 | 0.00% | -1.55 | ||||
Shenzhen Branch | No | 2018 | 2019 | ||||||||||
exchange | |||||||||||||
Bank of China Limited, | No | Forward foreign | 430.23 | 23 October | 10 April 2019 | 430.23 | 430.23 | 0.00% | -13.21 | ||||
Shenzhen Branch | No | 2018 | |||||||||||
exchange | |||||||||||||
Bank of China Limited, | No | Forward foreign | 502.95 | 23 October | 10 May 2019 | 502.95 | 502.95 | 0.00% | -6.38 | ||||
Shenzhen Branch | No | 2018 | |||||||||||
exchange | |||||||||||||
Bank of China Limited, | No | Forward foreign | 1,147.4 | 23 October | 10 June 2019 | 1,147.4 | 1,147.4 | 0.00% | 35.91 | ||||
Shenzhen Branch | No | 2018 | |||||||||||
exchange | |||||||||||||
Bank of China Limited, | No | Forward foreign | 1,153.58 | 23 October | 10 July 2019 | 1,153.58 | 1,153.58 | 0.00% | -18.31 | ||||
Shenzhen Branch | No | 2018 | |||||||||||
exchange | |||||||||||||
Bank of China Limited, | No | Forward foreign | 1,161.29 | 23 October | 12 August | 1,161.29 | 1,161.29 | 0.00% | 72.29 | ||||
Shenzhen Branch | No | 2018 | 2019 | ||||||||||
exchange | |||||||||||||
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Bank of China Limited, | No | No | Forward foreign | 1,165.92 | 23 October | 10 | September | 1,165.92 | 1,165.92 | 0.00% | 24.06 | |||
Shenzhen Branch | exchange | 2018 | 2019 | |||||||||||
Bank of China Limited, | No | No | Forward foreign | 692.85 | 9 November | 12 August | 692.85 | 692.85 | 0.00% | 41.75 | ||||
Shenzhen Branch | exchange | 2018 | 2019 | |||||||||||
Bank of China Limited, | No | No | Forward foreign | 695.31 | 9 November | 10 | September | 695.31 | 695.31 | 0.00% | 14.08 | |||
Shenzhen Branch | exchange | 2018 | 2019 | |||||||||||
Bank of China Limited, | No | No | Forward foreign | 1,222.44 | 9 November | 10 | October | 1,222.44 | 1,222.44 | 0.34% | 65.34 | |||
Shenzhen Branch | exchange | 2018 | 2019 | |||||||||||
Bank of China Limited, | No | No | Forward foreign | 1,842.51 | 9 November | 12 | November | 1,842.51 | 1,842.51 | 0.52% | 99.88 | |||
Shenzhen Branch | exchange | 2018 | 2019 | |||||||||||
Bank of China Limited, | No | No | Forward foreign | 2,161.15 | 9 November | 10 | December | 2,161.15 | 2,161.15 | 0.61% | 118.49 | |||
Shenzhen Branch | exchange | 2018 | 2019 | |||||||||||
Bank of China Limited, | No | No | Forward foreign | 439.35 | 28 February | 10 May 2019 | 439.35 | 439.35 | 0.00% | 3.24 | ||||
Shenzhen Branch | exchange | 2019 | ||||||||||||
Bank of China Limited, | No | No | Forward foreign | 440.8 | 28 February | 10 | June 2019 | 440.8 | 440.8 | 0.00% | 20.23 | |||
Shenzhen Branch | exchange | 2019 | ||||||||||||
Standard Chartered | No | No | Forward foreign | 1,817.66 | 19 July 2019 | 10 | January | 1,817.66 | 1,817.66 | 0.51% | 87.85 | |||
Bank (China) Ltd | exchange | 2020 | ||||||||||||
Standard Chartered | No | No | Forward foreign | 1,521.4 | 19 July 2019 | 10 | February | 1,521.4 | 1,521.4 | 0.43% | 78.67 | |||
Bank (China) Ltd | exchange | 2020 | ||||||||||||
Standard Chartered | No | No | Forward foreign | 1,222.22 | 19 July 2019 | 10 | March | 1,222.22 | 1,222.22 | 0.34% | 88.22 | |||
Bank (China) Ltd | exchange | 2020 | ||||||||||||
Standard Chartered | No | No | Forward foreign | 1,227.11 | 19 July 2019 | 14 April 2020 | 1,227.11 | 1,227.11 | 0.34% | 90.05 | ||||
Bank (China) Ltd | exchange | |||||||||||||
Standard Chartered | No | No | Forward foreign | 1,109.59 | 19 July 2019 | 10 | June 2020 | 1,109.59 | 1,109.59 | 0.31% | 132.23 | |||
Bank (China) Ltd | exchange | |||||||||||||
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Standard Chartered | No | No | Forward foreign | 1,280.98 | 19 July 2019 | 10 July 2020 | 1,280.98 | 1,280.98 | 0.36% | 109.76 | |||
Bank (China) Ltd | exchange | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 945.09 | 1 January 2019 | 17 January | 945.09 | 945.09 | 0.00% | 10.1 | |||
Niederosterreich-Wein | exchange | 2019 | |||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 945.09 | 1 January 2019 | 12 February | 945.09 | 945.09 | 0.00% | 3.2 | |||
Niederosterreich-Wein | exchange | 2019 | |||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 756.07 | 1 January 2019 | 28 February | 756.07 | 756.07 | 0.00% | 8.14 | |||
Niederosterreich-Wein | exchange | 2019 | |||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 756.07 | 1 January 2019 | 4 March 2019 | 756.07 | 756.07 | 0.00% | 8.55 | |||
Niederosterreich-Wein | exchange | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 756.07 | 2 January 2019 | 27 March | 756.07 | 756.07 | 0.00% | 9.46 | |||
Niederosterreich-Wein | exchange | 2019 | |||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 January 2019 | 3 April 2019 | 378.04 | 378.04 | 0.00% | 11.89 | |||
Niederosterreich-Wein | exchange | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 January 2019 | 17 April 2019 | 378.04 | 378.04 | 0.00% | 12.32 | |||
Niederosterreich-Wein | exchange | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 January 2019 | 3 May 2019 | 378.04 | 378.04 | 0.00% | 13.07 | |||
Niederosterreich-Wein | exchange | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 January 2019 | 17 May 2019 | 378.04 | 378.04 | 0.00% | 16.54 | |||
Niederosterreich-Wein | exchange | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 January 2019 | 3 June 2019 | 378.04 | 378.04 | 0.00% | 17.15 | |||
Niederosterreich-Wein | exchange | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 January 2019 | 17 June 2019 | 378.04 | 378.04 | 0.00% | 16.29 | |||
Niederosterreich-Wein | exchange | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 January 2019 | 3 July 2019 | 378.04 | 378.04 | 0.00% | 10.11 | |||
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Niederosterreich-Wein | exchange | |||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 17 July 2019 | 378.04 | 378.04 | 0.00% | 10.58 | |||
Niederosterreich-Wein | exchange | |||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 2 August 2019 | 378.04 | 378.04 | 0.00% | 11.12 | |||
Niederosterreich-Wein | exchange | |||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 16 August | 378.04 | 378.04 | 0.00% | 20.03 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 3 September | 378.04 | 378.04 | 0.00% | 20.59 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 17 September | 378.04 | 378.04 | 0.00% | 23.97 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 3 October | 378.04 | 378.04 | 0.11% | 30.15 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 17 October | 378.04 | 378.04 | 0.11% | 30.25 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 4 November | 378.04 | 378.04 | 0.11% | 30.38 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 18 November | 378.04 | 378.04 | 0.11% | 30.43 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 3 December | 378.04 | 378.04 | 0.11% | 30.53 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Raitteisenlandesbank | No | No | Forward foreign | 378.04 | 11 | January 2019 | 17 December | 378.04 | 378.04 | 0.11% | 30.62 | |||
Niederosterreich-Wein | exchange | 2019 | ||||||||||||
Total | 33,564.29 | -- | -- | 13,542.07 | 20,022.22 | 17,890.99 | 15,673.3 | 4.42% | 1,409.12 | |||||
Derivative investment sources | Private capital | |||||||||||||
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Litigation involved (if applicable) | Nil |
Date of announcement relating to the derivative investment approved at
26 March 2019
the board meeting (if any)
Date of announcement relating to the derivative investment approved atthe shareholders' meeting (if any)
Risk analysis of forward foreign exchange business: The Company does not conduct forward foreign exchange transactions solely for profit | ||
purposes. All forward foreign exchange transactions are based on ordinary operation, and are based on specific business operations to avoid and | ||
guard against exchange rate risks. Forward foreign exchange transactions can reduce the impact of exchange rate fluctuations on the Company | ||
when the exchange rate fluctuates significantly, so that the Company can focus on its production operation. However, there are some possible | ||
risks in the forward foreign exchange business: ① Exchange Rate Fluctuation Risk: In the case of significant fluctuation of exchange rate, the | ||
bank's forward exchange offer rate may be lower than the Company's offer rate to the customer. In that case, the Company would not be able to | ||
lock down the rate according to the customer offer rate, which may result in exchange losses. ② Internal Control Risk: A lack of internal | ||
control proficiency could create internal control risk due to forward foreign exchange transactions being highly professional and complex. ③ | ||
Customer Default Risk: Due to overdue on customer accounts receivable, the loan cannot be recovered within the forecast receivable period, | ||
which will result in delayed long-term settlement of the transaction and lead to losses of the Company. ④ Receivable Forecasting Risk: The | ||
internal import and export departments forecast receivables according to existing customer orders and future expected orders. Customer may | ||
Risk analysis of positions in derivatives and control measures | request to adjust the orders during the actual implementation process; such adjustments will affect the accuracy of forecast receivable and lead | |
to long-term settlement delay delivery risk. | ||
(including but not limited to market risk, liquidity risk, credit risk, | ||
operational risk, legal risk, etc.) in the reporting period | Risk response to forward foreign exchange transactions: ① The Company has formulated the "Forward Foreign Exchange Business Internal | |
Control System" 《远期外汇交易业务内部控制制度》, which clearly stipulates the principles of business operation, approval authority and | ||
scope of duties, internal operation flow, follow-up management, information isolation measures, information disclosure and file management. | ||
According to the system, the Company will arrange strictly in accordance with the provisions in terms of professional staff arrangement, | ||
establishment of strict authorisation hierarchy and position containment system to strengthen the relevant personnel on professional ethics | ||
learnings and business training to improve the overall quality of the relevant personnel. At the same time, the Company is committed to the | ||
establishment of a timely abnormality reporting system and the formation of efficient risk management procedures. ② The Company's Finance | ||
Department serves as the daily competent authority of the foreign exchange forward trading business, the department has set up corresponding | ||
professional positions, which are led by the Financial Controller, who is responsible for the business and compliance with the "Forward Foreign | ||
Exchange Business Internal Control System" 《远期外汇交易业务内部控制制度》, while ensuring that the system is carried out with greater | ||
efficiency. All staff who participate in the forward foreign exchange business have fully understood the characteristics and risks of the forward | ||
foreign exchange business, and strictly implemented the operation and risk management system within the derivatives business. ③ The | ||
Company has strict control on the scale of funds in foreign exchange forward transactions. All foreign exchange forward transactions must be | ||
-19- |
entered into in accordance with foreign currency receipt and payment plans developed by relevant operating departments. Such transactions must comply with the Company's "Forward Foreign Exchange Business Internal Control System" 《远期外汇交易业务内部控制制度》, which provides the authority to disseminate operation instructions. The proceeding of operation must be in compliance with internal guidelines after the approval process. Strict prohibition of any amount of one-way transaction, for there is a risk of exposure to forward foreign exchange transactions. ④ The Company's proposed forward foreign exchange trading business is aimed at guarding against and avoiding exchange rate risk. The Company's board of directors has put forward specific risk control requirements, while the internal audit department and the audit committee of the board of directors will verify the actual transaction contract and the implementation process on a regular and irregular basis.
The Company's auditing for the fair value of derivatives is mainly due to the unexpired contract of forward-to-date foreign exchange settlement
During the reporting period, if the market price or the fair value of the
transactions signed by the Company and the Bank within the reporting period. The fair value gains and losses are recognised accordingly to the
derivative is changed, the analysis of the fair value of the derivative
difference between the forward offer and the forward exchange rate agreed upon in the contract, which had not expired as of the transactional
shall disclose the method and the relevant assumptions with parameters
financial asset or liability date.
Remarks on whether any significant change has occurred to the
accounting policy of the Company's derivatives and the specific
Nil.
principles of accounting during the reporting period in comparison withthe previous reporting period
The Company and its controlling subsidiaries are able to reduce operating risks by using reasonable financial instruments to lock-in the
transaction costs. The long-term foreign exchange transactions carried out by the Company and its controlling subsidiaries are closely related to
Special opinions of independent directors on the Company's derivative
their daily business needs. A corresponding monitoring mechanism has been established within the Company, which conforms with
investment and risk control
requirements set out in relevant laws and regulations. The use of derivative investments was agreed after considering domestic and overseas economic development, current financial trends, expected exchange rate fluctuations and the Company's business scale.
-20-
- Registration form of reception of research, communication and interview etc. during the reporting period
- Applicable □ Not applicable
Reception time | Type of reception | Reception party | The basic situation index of research |
See the website | |||
24 May 2019 | Other | Organisation | |
Investor Relations Activity List | |||
See the website | |||
10 July 2019 | Field research | Organisation | |
Investor Relations Activity List | |||
See the website | |||
17 July 2019 | Field research | Organisation | |
Investor Relations Activity List | |||
See the website | |||
9 August 2019 | Field research | Organisation | |
Investor Relations Activity List | |||
See the website | |||
16 September 2019 | Field research | Organisation | |
Investor Relations Activity List | |||
(8) Situation of illegal external guarantee
□ Applicable √ Not applicable
No illegal external guarantee during the reporting period.
- Controlling shareholder(s) and its/their related parties occupy the funds of the listed company for non-operating purpose
□ Applicable √ Not applicable
No controlling shareholder(s) and its/their related parties occupied the funds of the listed company for
non-operating purpose during the reporting period.
* For identification purpose only
________________________________________________________________________________________________
Note: If there is any inconsistency between the English and Chinese versions of this Appendix, the Chinese version shall prevail.
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Skyworth Digital Holdings Limited published this content on 24 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 October 2019 09:29:14 UTC