SHANGHAI YAOHUA PILKINGTON GLASS
GROUP CO., LTD.
600819
ANNUAL REPORT 2015
Important Prompt
I. The Board, the Supervisory Committee and all directors, supervisors and senior
officers of the Company commit that there is no false record or misleading
statement or omission of material importance in the content of this annual report,
and will bear individual and joint responsibility to the authenticity, accuracy and
integrity of this report.
II. Absent Director
Title Name Reason Authorized People
Director Paul Ravenscroft Work Zhao Jian
III. Zhonghua Certified Public Accountants LLP issued standard unqualified audit
opinion report.
IV. Mr. Zhao Jian, Chairman of the Company, Mr. Chu Yuejiang, who is in charge
of accounting function and Mr. Bian Shijun, who is in charge of accounting
department jointly claim that the financial report in this annual report is true,
accurate and complete.
V. Profit distribution plan or use capital surplus to enlarge share capital approved
by the board of directors
Profit distribution plan for 2015: As audited by Shanghai Zhonghua Certified
Public Accountants LLP, operating revenue in the consolidated statement of
2015 amounted to RMB 2,747,743,271.77, net profit attributable to shareholders
of the parent company in the consolidated statement of 2015 amounted to RMB
-364,267,244.39. The Company suffered a loss for 2015, net profit attributable
to shareholders of the parent company was negative, it is not suggested for profit
distribution for 2015 and there is no intention to use capital surplus to enlarge
share capital for 2015 based on the Articles of Association and the actual
situation of the Company. The plan will be carried out upon the approval of the
Annual Shareholders’ General Meeting for 2015.
VI. Risk Pre-caution Statement to the description of future development plan
As there are uncertainties in the description of the Company’s future
development plan in the annual report, the Company takes no material
commitment to investors who need to be cautious of possible risks.
VII. Is there any non-operating fund occupied by controlled shareholder and other
related parties?
No.
VIII. Is there any outward guarantee provided in violation of the regulated decision
making procedures?
No.
IX. Major risk prompt
The Company states the industry and market risks in the report, please refer to
the discussion and analysis of the Company’s future development in “IV.
Discussion and Analysis of the Management” which mentions the possible risks
and resolutions.
CONTENTS
I. ABBREVIATION II. CORPORATE PROFILE AND MAJOR FINANCIAL
INDICES III. BUSINESS OUTLINE IV. MANAGEMENT DISCUSSION AND ANALYSIS V. IMPORTANT EVENTS VI. ORDINARY SHARE CHANGES AND SHAREHOLDERS
VII. RELEVANT SITUATION OF PREFERED STOCK VIII. DIRECTORS, SUPERVISORS, SENIOR OFFICERS AND
EMPLOYEES IX. CORPORATE GOVERNANCE X. RELEVANT SITUATION OF CORPORATE BONDS XI. FINANCIAL STATEMENT XII. BACK-UP DOCUMENTS
I. Abbreviation
Unless otherwise clearly indicated by the context, terms used in this Report shall
have the following meanings:
Abbreviation
CSRC means China Securities Regulatory
Commission
SSE means Shanghai Stock Exchange
The Company or
SYP means
Shanghai Yaohua Pilkington Glass
Group Co., Ltd.
SBM means Shanghai Building Materials (Group)
Co., Ltd.
RMB means Chinese Yuan, currency unit in China
II. Corporate Profile and Major Financial Index
1. Company Information
Chinese Name of the Company 上海耀皮玻璃集团股份有限公司
Chinese Name Abbreviation 耀皮玻璃
English Name of the Company Shanghai Yaohua Pilkington Glass Group Co., Ltd.
English Name Abbreviation SYP
Legal Representative Zhao Jian
2. Contact Person and Information
Secretary to the Board Stock Representative
Name Jin Minli Huang Bing
Address Building 4-5, 1388 Zhangdong
Road, Pudong New Area,
Shanghai
Building 4-5, 1388 Zhangdong
Road, Pudong New Area,
Shanghai
Telephone
Number 0086-21-61633599 0086-21-61633522
Fax Number 0086-21-58801554 0086-21-58801554
E-mail address [email protected] [email protected]
3. Basic Information
Registered address Building 4-5, 1388 Zhangdong Road, China (Shanghai)
Pilot Free Trade Zone
Zip code 201203
Office address Building 4-5, 1388 Zhangdong Road, Pudong New
Area, Shanghai
Zip code 201203
Website www.sypglass.com
E-mail address [email protected]
4. Information Disclosure
Newspapers for information
disclosure
Shanghai Securities News
Hong Kong Ta Kung Pao
Website for publishing Annual
Report designated by CSRC http://www.sse.com.cn
Place for Annual Report inspection Office of Board of Directors
5. Stock Information
Brief Information of the Stock
Type Place of listing
Stock
abbreviation Stock code
A Share Shanghai Stock Exchange SYP Glass 600819
B Share Shanghai Stock Exchange SYP B share 900918
6. Other relevant information
Name of the Public
Accountants employed by
the Company (domestic)
Name Zhong Hua Certified Public
Accountants LLP
Address 6/F the Bund Square, 100 South
Zhongshan Road, Shanghai
Signed
Accountants
Rong Kaiyu, Yang Ming
Name of the sponsor
performed supervision
duty for the Company in
the reporting period
Name Haitong Securities Co., Ltd.
Address No. 689 Guangdong Road, Shanghai
Signed
Sponsor
Representative
Yang Huan, Fan Changping
Supervision
Period
2015
7. The major accounting and financial indicators for the last three years at the end
of the reporting period
(1) Main accounting data
Unit: RMB
Major Accounting Data 2015 2014 +/-
(%) 2013
Operating Revenue 2,747,743,271.77 2,864,912,952.36 -4.09 2,848,793,161.64
Net Profit attributable
to shareholders of the
parent company
-364,267,244.39 53,354,016.90 Not
applicable 115,443,763.79
Net profit attributable
to shareholders of the
parent
company deducting
-492,840,610.29 -31,756,298.96 Not
applicable 59,431,935.95
extraordinary gains
&losses
Net cash flow from
operating activities 530,970,177.25 228,414,832.31 132.46 291,831,498.65
31 Dec 2015 31 Dec 2014
+/-
(%) 31 Dec 2013
Net assets attributable
to shareholders of the
parent company
2,876,389,464.98 3,178,515,147.68 -9.51 3,272,393,611.45
Total Assets 8,202,652,242.14 7,959,314,888.66 3.06 7,945,459,333.78
General Capital stock 934,916,069.00 934,916,069.00 - 934,916,069.00
(2) Major Financial Data
Major Accounting Data 2015 2014 +/-
(%) 2013
Basic earnings per share
(RMB/share) -0.39 0.06 Not applicable 0.16
Diluted earnings per share
(RMB/share) -0.39 0.06 Not applicable 0.16
Basic earnings per share
excluding extraordinary
gains/losses (RMB/share)
-0.53 -0.03 Not applicable 0.08
Weighted average ROE(%) -12.19 1.63 Not applicable 5.14
Weighted average ROE
excluding extraordinary
gains/losses(%)
-16.50 -0.97
Decreased
15.53
percentage
points
2.64
8. Accounting data differences due to different accounting standard overseas and
domestically.
(1) Differences of net profit and net assets attributable to the parent company when
applying International Accounting Standard and China Accounting Standard.
□Applicable √ Not Applicable
(2) Differences of net profit and net assets attributable to the parent company when
applying International Accounting Standard and China Accounting Standard.
□Applicable √ Not Applicable
(3) Difference of overseas and domestic accounting standard
Not Applicable
9. Major financial data for 2015 by quarter
Unit: RMB
Q1 (Jan-Mar) Q2 (Apr-Jun) Q3 (Jul-Sep) Q4 (Oct-Dec)
Operating Revenue 571,721,286.62 673,499,387.15 734,314,107.66 768,208,490.34
Net Profit attributable to -42,413,691.30 -37,124,555.33 -9,850,885.46 -274,878,112.30
shareholders of the parent
company
Net profit attributable to
shareholders of the parent
company deducting
extraordinary gains &losses
-53,676,393.53 -57,110,368.11 -42,895,025.28 -339,158,823.37
Net cash flow from
operating activities 34,601,015.01 147,794,170.38 57,146,148.88 291,428,842.98
Difference between quarter data and periodic report data
□Applicable √ Not Applicable
10. Items and amount of extraordinary gains & losses
√Applicable □Not Applicable
Unit: RMB
Items of extraordinary gains and losses 2015 2014 2013
Gains or losses from disposal of non-current
assets 13,405,402.91 9,425,589.22 -370,645.77
Government subsidies recorded in the gains
and losses of this reporting period (except for
those closely related to company businesses
and enjoyed according to the state uniform
standard quota or ration)
21,836,731.93 18,723,623.85 22,694,182.44
Gains and losses of entrusting other
institution for investment and capital
management
63,877,771.70 49,513,019.37
Net profit or loss of subsidiaries under the
same control consolidated from 1 Jan 2015 to
the date of consolidation
-5,811,135.31 -8,482,337.71
Fair value change gains and losses from
tradable financial assets and tradable financial
liabilities except for the effective hedging
businesses related to the normal operation
businesses of the Company, as well as
investment returns from the disposal of
tradable financial assets, tradable financial
liabilities and available-for-sale financial
assets
30,163,016.76 289,947.72 4,076,935.19
The gains and losses of external entrusted
loans 15,507,177.79
Other non-operating income and expenses
besides above items 661,322.80 19,332,641.34 24,731,228.21
Minority shareholders’ interests affected -846,940.04 -5,299,351.73 -1,491,946.19
Income tax affected -523,940.16 -1,064,018.60 -652,766.12
Total 128,573,365.90 85,110,315.86 56,011,827.84
11. The fair value measurement items
Unit: RMB
Item Beginning
Balance
Ending
Balance +/-
Impact on Profit
2015
Tradable
Financial Assets - 342,234,132.92 342,234,132.92 -
In Total - 342,234,132.92 342,234,132.92 -
12. Others
III. Business Outline
1. Main business, operation model and industry situation in the reporting period
(1) Main Business
The main business of the Company is production and sale of float glass, processing
glass and auto glass.
Float glass: Two sites in Tianjin and Changshu mainly produce raw materials for
high-end auto glass, EA on line coating low radiation glass, ultra-clear glass, solar
cell panel glass and special energy-saving glass.
Processing glass: The Company has four plants in Shanghai, Tianjin, Jiangmen and
Chongqing, which produce offline Low-E coated, energy-saving insulated, laminated
and glazed colored building glass with high performance, environmental friendly and
energy saving characters. The product quality and service was highly recognized by
customers, and was applied to many landmark energy-saving architectures like
Shanghai Expo Center, Shanghai World Financial Center, Shanghai Center, Hong
Kong International Commerce Centre, Tokyo Sky Tree, Germany Frankfurt Airport
and Kuwait Al-Hamar Luxury Centre.
Auto glass: There are three sites in Shanghai, Wuhan and Yizheng which engage in
OEM glass, glass assembly R&D, manufactory and sale. The main products include
windshield, rear window, door and side window glass. The Company has become the
excellent supplier of Shanghai GM, Shanghai VW and Ford.
(2) Main operation pattern
The Company insisted on differentiation and integration of downstream and
upstream strategy, completed management centralization, established information
management platform and implemented business integration.
(3) Industry Situation
It was a tough year for glass industry, affected by the domestic macroeconomic
downturn, real estate industry policy kept changing, new construction area decreased,
growth rate of domestic automobile industry slowed down, and over-capacity still
existed. Imbalance between supply and demand, market competition was fierce,
glass price kept plunging and industry profit shrunk.
2. Major assets changes in the reporting period
Under the background of eliminating superfluous industrial capacity, the Company
carried out complete check for inventory, receivables and fixed assets at the end of
2015 prudentially and appointed evaluation company to assess part of the production
lines on purpose of reflecting assets and finance status by 31 Dec 2015 authentically.
The Company analyzed and evaluated the present value of inventory and fixed assets
as well as receivables recovery possibility and made the decision for provision of
assets impairment of RMB 316.4299 million. Please refer to the Public
Announcement on Provisions of Assets Impairment for 2015 for detail which was
published in Shanghai Securities News, Ta Kung Pao and on SSE website on 23 Jan
2016.
3. Core competitiveness
(1) Professional management and R&D team. The Company put emphasis on elite
cultivation and has a positive, creative, experienced management and R&D team.
(2) Strong R&D and technical innovation ability. In the 30 years, the Company kept
studying Pilkington’s advanced technology, continued technical upgrade and
innovation, self developed series of new products owned more than 20 patents
which were applied to the market popularly and were favorable to the Company’s
sustainable development.
(3) Excellent corporate culture. The Company insisted on the corporate concept of
“Never Stop for New Aspiration”, operation concept of “customer-oriented,
management optimization, differentiation strategy and EVA improvement” as
well as the values of “Customer satisfaction, employee self-fulfillment, corporate
development and social progress are the most valuable things to realize”. And the
Company has already owned the stable and outstanding employees.
(4) Advanced facilities. The main facilities used by all sites of the Company are all
imported in order to ensure the high quality of the products.
(5) Good relationship with customers and creative service. The Company paid
attention to customer relationship and customer demand and gave professional
solutions.
(6) Completed governance structure. Based on completed governance structure and
standard management system, the Company continued to innovating operation
system, strictly control operational risk and laid foundation for the Company’s
long-term development.
There was no change for core competitiveness in the reporting period.
IV. Management Discussion and analysis
1. Discussion and analysis of the Management
In the reporting period, business performance of the Company went down in the
fierce market competition and tough industry trend. However, in the leadership of
the board of directors, the Management and all staff strived for internal management,
market development, industrial structure optimization and innovation, realized
standard operation, scientific management and ensure the steady development of the
Company.
Review of year 2015
(1) Promoted business development of auto glass, realized sound profit
Based on the successful integration of auto glass business, on the one hand, the
Company strengthened cost management, increased R&D investment, deepened the
strategic cooperation with OEM and achieved breakthrough in sunroof assembly; on
the other hand, the Company speeded up projects in construction in order to acquire
competitive advantage. Operation revenue of auto glass increased rapidly in 2015,
gross profit rose and achieved sound business performance.
(2) Implemented procurement centralization, decreased cost and increased benefit
The Company strengthened procurement management, took advantage of group
negotiation strength, adopted strategy of “separate the purchase and utilization
system, supervise each other and significant procurement issues depends on group’s
decision”, established e-procurement platform to decrease cost and increase benefit
and saved the procurement cost greatly.
(3) Implemented financing and investment, enhanced capital efficiency
In the depressed market environment, the Company realized capital centralization
management by cash pool, developed financing channel, optimized financing pattern,
successfully issued SCP and decreased financing cost. Meantime, authorized by the
board of directors, the Company used idle capital for financing investment, which
obtained good return.
(4) Promoted product mix transformation, strengthened scientific innovation and
utilization
The Company promoted R&D of high value-added products with new technology,
strengthened differentiation products R&D, emphasized the usage of scientific
innovation, promoted the new products to market and improved profitability. The
Company began the production and sale of high-tech products including ultra-clear
TCO glass, raw materials of high-end auto glass, curved tempered glass, tempered
triple low-e glass, edge-cladding glass and car sunroof glass.
(5) Stuck to high-end market, achieved breakthrough in significant projects
In the reporting period, the Company received some orders of skyscrapers, which are
more than 200 meters high.
(6) Optimized industrial layout, adjusted regional structure
On the one hand, the Company accelerated the development of profitable segment,
continued to advanced auto glass business to gain competitive advantage; on the
other side, analyzed market layout, completed regional structure, changed raised
projects timely, speeded up CSYPE II construction and laid good foundation for
southwest market.
(7) Strengthened talent cultivation, completed appraisal and incentive system
Talent is essential for corporate development. In the reporting period, the Company
optimized the Management structure, established talent management mechanism,
emphasized on talent reform of senior officers and further motivated corporate
vigorousness and innovation.
2. Main business of the Company
Main business of the Company includes producing and selling float glass, building
glass and auto glass.
In the reporting period, operating revenue of the Company was RMB 2747.7433
million, decreasing by 4.09% of RMB 117.1697 million year-on-year; net profit
attributable to shareholders of parent company was RMB -364.2672 million; cash
flow from operating activities was RMB 530.9702 million, increasing RMB
302.5553 million year-on-year.
Operating revenue analysis in reporting period: float glass achieved RMB 648.6824
million, declining by 20.09%, the main reasons were price slumped and internal
utilization volume rose; building glass segment achieved RMB 1429.2051 million,
decreasing by 7.61%, the price plunged due to fierce market competition; auto glass
achieved RMB 616.2375 million, rising by 36.72%, mainly because the deep
regional cooperation with OEM.
(1) Analysis of main business
Analysis of the changes in the statements of profit and cash flow
Unit: RMB
Item 2015(Jan-Dec) 2014 (Jan-Dec) +/- (%)
Operating Revenue 2,747,743,271.77 2,864,912,952.36 -4.09
Operating Expense 2,267,328,348.68 2,264,696,579.53 0.12
Sales Expense 222,620,352.77 188,131,684.13 18.33
Management Expense 360,769,891.39 334,631,559.84 7.81
Financial Expense 158,693,862.25 122,545,200.01 29.50
Net cash flow from
operating activities 530,970,177.25 228,414,832.31 132.46
Net cash flow from
investing activities -534,360,134.31 -1,463,655,724.58 -
Net cash flow from
financing activities 160,605,004.21 -21,481,439.98 -
R&D cost 61,167,165.96 72,360,852.73 -15.47
1) Revenue and cost analysis
a. Main business situation according to industry, products and regions
Unit: RMB
According to industry
Industry Operating
Revenue Operating Cost
Gross
Profit
Rate
(%)
Operating
Revenue
+/- (%)
Operating
Cost +/-
(%)
Gross Profit Rate
+/- (%)
Glass 2,694,124,940.86 2,235,197,157.57 17.03 -4.10 0.79 Decreased 4.03
percentage point
According to products
product Operating
Revenue Operating Cost
Gross
Profit
Operating
Revenue
Operating
Cost +/-
Gross Profit Rate
+/- (%)
Rate
(%)
+/- (%) (%)
Float
Glass
648,682,376.08 567,863,377.66 12.46 -20.09 -17.45 Declined 2.80
percentage points
Processing
Glass
1,429,205,063.71 1,191,543,782.46 16.63 -7.61 0.79 Dropped 6.95
percentage points
Auto
Glass
616,237,501.07 475,789,997.45 22.79 36.72 36.87 Decreased 0.08
percentage points
According to Regions
Region Operating
Revenue Operating Cost
Gross
Profit
Rate
(%)
Operating
Revenue
+/- (%)
Operating
Cost +/-
(%)
Gross Profit Rate
+/- (%)
Northeast
China 240,152,200.39 212,946,511.93 11.33 -37.49 -33.11
Dropped 5.81
percentage points
North
China 201,499,518.64 178,146,687.09 11.59 -47.25 -45.47
Dropped 2.88
percentage point
East China 1,330,994,221.00 1,068,012,712.31 19.76 -5.86 0.26
Dropped 4.90
percentage points
South
China 292,477,734.55 261,546,918.35 10.58 25.83 32.18
Dropped 4.29
percentage point
Central
China 180,650,321.42 154,714,832.37 14.36 100.95 113.62
Dropped 5.08
percentage points
Northwest
China 19,140,616.44 19,020,007.63 0.63 51.10 60.48
Dropped 5.80
percentage points
Southwest
China 196,575,860.07 163,271,455.11 16.94 32.39 33.54
Dropped
0.71percentage
points
Overseas 232,634,468.35 177,538,032.78 23.68 59.43 72.24
Dropped 5.68
percentage points
b. Production and sales volume
Main
Products
Production
Volume
Sales
Volume Inventory
Production
Volume +/-
(%)
Sales
Volume
+/- (%)
Inventory
+/- (%)
Float Glass 443.9
thousand
tons
429.6
thousand
tons
127.6
thousand
tons
-6.51 -5.52 12.61
Building
Glass
9867.3
thousand
sqm
9850.1
thousand
sqm
378.2
thousand
sqm
32.11 28.26 4.74
Auto Glass 5850.5
thousand
sqm
5257.9
thousand
sqm
1463.3
thousand
sqm
31.76 38.65 68.06
c. Cost Analysis
Unit: Millions of RMB
According to industry
Industry Cost item 2015
(Jan-Dec)
The
ratio to
total
cost of
2015
(%)
2014
(Jan-Dec)
The ratio
to total
cost of
2014 (%)
-/+ (%)
Glass
Main
business
cost
2,235,197,157.57 100.00 2,217,731,250.71 100.00 0.79
According to products
Product Cost item 2015
(Jan-Dec)
The
ratio to
total
cost of
2015
(%)
2014
(Jan-Dec)
The ratio
to total
cost of
2014 (%)
-/+ (%)
Float Glass
Main
business
cost
567,863,377.66 25.40 687,901,114.66 31.02 -17.45
Processing
Glass
Main
business
cost
1,191,543,782.46 53.31 1,182,201,791.91 53.31 0.79
Auto
Processing
Glass
Main
business
cost
475,789,997.45 21.29 347,628,344.14 15.67 36.87
Other statement regarding cost analysis:
Auto processing glass cost rose by 36.87% year-on-year as operating revenue
increased.
2) Expenses
Item 2015 (Jan-Dec) 2014 (Jan-Dec) +/- (%) Reason of the change
Administration
Expense 360,769,891.39 334,631,559.84 7.81
Product mix adjustment caused
shutdown loss, project putting into
production increased administration
expense, redundancy compensation.
Sales Expense 222,620,352.77 188,131,684.13 18.33 Expenses of transportation, storage and
marking rose.
Financial
Expenses 158,693,862.25 122,545,200.01 29.50
Exchange loss and interests payment
increased.
3) R&D expense
Unit: RMB
Capital invested in R&D 61,167,165.96
Assets invested in R&D -
R&D expense in total 61,167,165.96
The ratio of R&D expense to operating revenue (%) 2.23
No. of R&D people 127
The ratio of R&D people number to the total number
of employee of the Company (%) 4.19
The ratio of R&D expenses invested by assets -
4) Cash flow
Item 2015 (Jan-Dec) 2014 (Jan-Dec) -/+ (%)) Reason of the
change
Refund of taxes
and surcharge 2,171,922.05 1,573,422.75 38.04%
Tax return for
export increased.
Cash received
relating to other
operating
activities
153,278,273.13 58,393,663.70 162.49%
Cash deposit
released at
maturity.
Net cash flows
from operating
activities
530,970,177.25 228,414,832.31 132.46%
Reinforce capital
management
centralization,
notes payment
proportion
increased,
enhanced credit
control and
accelerated
recovery of
account
receivables
Cash received
from recovery
of investment
1,196,000,000.00 2,306,703,055.27 -48.15%
Financing
products
matured.
Cash received
from returns on
investment
99,210,333.03 27,733,896.73 257.72% Financing return
increased
Cash received
relating to other
operating
activities
53,073,105.69 32,100,000.00 65.34%
Cash deposit for
engineering
project released
at maturity.
Sub-total of
cash inflows 1,368,676,875.77 2,386,214,672.35 -42.64%
Financing
products
matured.
Cash paid to
acquire
investments
1,488,358,869.52 3,302,930,137.86 -54.94%
Financing
investment and
engineering
project
investment
decreased
Cash paid
relating to other
operating
activities
- 25,522,000.00 -100.00%
Cash deposit for
engineering
project
decreased
Sub-total of
cash outflows 1,903,037,010.08 3,849,870,396.93 -50.57%
Financing
investment and
engineering
project
investment
decreased
Net cash flow
from investing
activities
-534,360,134.31 -1,463,655,724.58 Not applicable
Financing
investment and
engineering
project
investment
decreased
Cash paid
relating to other
financing
activities
87,481,150.57 173,119,188.82 -49.47%
Finance lease
payment
declined
Net cash flow
from financing
activities
160,605,004.21 -21,481,439.98 Not applicable
Borrowings
from financing
institution
increased
Effect of foreign
exchange on
cash and cash
equivalents
-6,776,263.09 -1,015,749.18 Not applicable Net exchange
loss increased
(2) Major profit change caused by non-core business
√Applicable □Not Applicable
The Company analyzed current industry and market trend, held cash and enhanced
capital efficiency prudentially and achieved income of RMB 94.0408 million
through positive and steady financing investment.
(3) Analysis of Balance Sheet
Unit: RMB
Item 2015 Ending
balance
The ratio to
total assets
(%)2015
2014 Ending
balance
The ratio to
total assets
(%)2014
-/+(%)
Rema
rks
Advances to
Suppliers 67,033,690.08 0.82 144,263,719.46 1.81 -53.53 A
Other Current Assets 510,123,314.57 6.22 1,097,417,083.11 13.79 -53.52 B
Available-for-sales
financial assets 1,047,234,132.92 12.77 50,000,000.00 0.63 1,994.47 C
Construction in
process 767,336,286.10 9.35 485,925,455.10 6.11 57.91 D
Goodwill - - 7,643,536.51 0.10 -100.00 E
Notes Payable 298,523,364.64 3.64 213,100,373.78 2.68 40.09 F
Account Payable 562,054,047.72 6.85 401,025,889.45 5.04 40.15 G
Interests Payable 38,089,005.56 0.46 5,739,004.20 0.07 563.69 H
Non-current
liabilities due within
1 year
32,202,374.30 0.39 241,821,834.75 3.04 -86.68 I
Long-term
borrowings 100,777,919.75 1.23 159,718,569.75 2.01 -36.90 J
Long-term payable 85,623,310.88 1.04 31,785,812.50 0.40 169.38 K
Deferred income tax
liabilities 33,958,385.10 0.41 1,486,369.04 0.02 2,184.65 L
A. Advances to suppliers of engineering project were classified to assets.
B. Reclassified to available-for-sales financial assets.
C. Other current assets items were reclassified and industrial investment increased.
D. New engineering project was putting into production and fixed assets were
classified into construction in process due to technical transformation.
E. Caused by provision of assets impairment.
F. Notes clearing increased.
G. Increased the Company’s business credit in suppliers.
H. SCP interests provision.
J. Repay finance lease.
K. Caused by reclassification of non-current liabilities due within 1 year.
L. Caused by fair value income of available-for-sales financial assets.
(4) Investment Analysis
1) The overall analysis of the foreign equity investment
In the reporting period, the foreign equity investment amounted to RMB 233.3589
million, increasing RMB 233.3589 million year-on-year.
a. Significant equity investment
① In the reporting period, the Company established Shanghai SYP – Chengding
Investment Partnership Corporation (limited partnership) with scale of no more
than RMB 500 million. It will mainly serve for development strategy and
strategic acquisition of the Company.
② The Company planned to increase capital to wholly-owned subsidiary HSYP for
float glass production. Investment amount referred to the estimated value by the
benchmark date on 31 Dec 2015. By the end of reporting period, the production
line is in evaluation and the capital increase has not been completed.
③ The Company planned to increase capital of RMB 200 million to wholly-owned
subsidiary CSYPE. The company actually increased capital of RMB 21.09
million by the end of reporting period.
b. Major non-equity investment
No.
c. Financing assets calculated by fair value
Unit: RMB
Stock
Code
Stock
Abbreviation
Initial Investment
Amount Ending Book Value Accounting Item Origin
601186 CRCC 100,000,000.00 168,500,000.00 Available-for-sales
financial assets
Private
Placement
600639 Pudong
Jinqiao 25,009,000.00 39,854,200.00
Available-for-sales
financial assets
Private
Placement
600845 Bao Sight 58,349,997.52 78,606,636.92 Available-for-sales
financial assets
Private
Placement
002004 Huapont
Health 49,999,872.00 55,273,296.00
Available-for-sales
financial assets
Private
Placement
In total 233,358,869.52 342,234,132.92
(5) Major assets and stock sale
No.
(6) Analysis of controlling subsidiaries and shareholding companies
Unit: RMB
Subsidiary Registration
Place
Business
Nature
Registered
Capital Total Assets Net Assets Net Profit
SYPB Shanghai
Produce
and sell
glass
RMB 200
million 677,745,563.31 397,844,590.12 1,432,779.17
SYPE Shanghai
Produce
and sell
glass
USD 24.3
million 722,683,873.38 267,890,799.24 -22,107,675.08
TSYPE Tianjin Produce
and sell
RMB 425
million 860,892,370.30 418,805,790.35 -63,113,084.64
glass
JSYPE Jiangmen
Produce
and sell
glass
RMB 160
million 337,540,130.33 137,935,933.28 -3,626,602.85
CSYPE Chongqing
Produce
and sell
glass
RMB 275
million 350,131,396.37 100,384,025.19 4,481,386.01
TSYP Tianjin
Produce
and sell
glass
USD 40.5
million 1,567,921,967.60 644,655,597.58 37,808,397.84
TSYPP Tianjin
Produce
and sell
glass
RMB 400
million 421,251,873.34 154,804,422.07 -146,008,776.94
JSYP Changshu
Produce
and sell
glass
USD
48.33
million
686,703,669.89 73,574,511.30 -106,187,544.62
HSYP Changshu
Produce
and sell
glass
RMB 50
million 25,957,656.15 -73,872,037.84 -17,045,163.50
CSYP Changshu
Produce
and sell
glass
USD
22.92
million
267,977,720.26 -172,780,425.04 -182,585,118.03
SYPKA Shanghai
Produce
and sell
glass
USD
115.5671
million
1,111,932,673.62 700,757,686.61 5,622,290.97
WSYPA Wuhan
Produce
and sell
glass
RMB 120
million 291,163,226.03 114,151,454.69 -4,516,190.73
YSYPA Yizheng
Produce
and sell
glass
RMB 400
million 377,628,670.85 281,177,892.65 7,532,440.10
SYP Shijin Shanghai
Produce
and sell
glass
USD 1.5
million 11,954,462.70 6,173,124.42 948,897.57
GSYP Shenzhen
Produce
and sell
glass
USD 20
million 7,470,916.60 7,274,864.24 -291,490.12
Glasslink
Limited Hong Kong
Trade and
investment
USD 0.9
million 448,733,294.42 243,586,316.36 -68,925,243.80
SYP
Investment
Co., Ltd.
Shanghai Investment RMB 100
million 245,548,637.07 91,536,147.66 -8,463,852.34
Shanghai
SYP –
Chengding
Investment
Partnership
Corporation
(limited
partnership)
Shanghai Investment -- 342,481,456.32 314,642,298.80 -1,014,148.75
(7) Structural subject controlled by the Company
No
3. The Company discussion and analysis of the Company’s future development
(1) The industry competition and development trend
For the demand side, there are uncertainties of housing inventory elimination in 2016,
automobile industry slowed down the growth rate after the prosperity, lack of
demand for glass and overcapacity will continue. Therefore, the imbalance between
supply and demand still exists in glass market, the glass price is depressed and the
industry tendency should be paid attention to.
Year 2016 is the beginning of the 13th
Five-Year Plan of the country, glass
manufacturers with technology accumulation, innovation, high-tech of energy-saving
and environment-friendly products will be more competitive under the government’s
policy of modestly expanding total demand and strengthening structural revolution
for the supply side.
(2) Development Strategy
The board of directors will stick to strategy of differentiation, upstream and
downstream integration and brand development, and target the high-end glass market
for high performance, high quality and environment-friendly products.
In the guidance of government policies of “eliminating superfluous industrial
capacity, cutting housing inventories, removing leverage, saving cost and
compensating shortage”, the Company will meet market demand by technical
innovation, improve supply quality though product mix adjustment and service
innovation; further optimize industrial and assets structure, enhance supply quality
by extending industrial chain, increasing product value-added and improving
integration of downstream and upstream; complete regional layout, enhance effective
supply capacity, improve capital effectiveness, save cost, strengthen profitability,
advance quality of economic operation, aim to be a comprehensive glass
manufacturer at the cutting edge of the industry.
(3) Working Plan
Facing the tough market environment and industry trend in 2016, the Company will
go on deepening the differentiation strategy, give full play to the technical advantage,
brand premium and innovation spirit, ensure the Company’s steady development and
increase shareholders’ assets value.
Therefore, the Company will carry out following work:
1) Aim at sustainable development, strengthen strategic development research,
consolidate market, development and crisis consciousness.
2) Analyze market dynamics, optimize industry layout, obtain competitive strength
and improve ROIC.
3) Innovate marketing strategy, develop domestic and overseas market.
4) Further reinforce operational management, lay good foundation and enhance
operation efficiency.
5) Complete system, standardize internal control procedure, prevent risk actively
and enhance economic operation quality.
6) Implement investment and financing activities and improve capital efficiency.
7) Emphasize on talent cultivation, deepen system reform of choose and employ
people and effectively motivate employees.
8) Complete information disclosure system to publish public announcement timely
and completely.
(4) Potential Risk
1) Risk of industry uncertainty
Under the background of macro-economy and industry policy, there is glass demand
uncertainty in future affected by slowdown of real estate and automobile industry
growth.
Solutions: Increase R&D investment, develop new products and new market to meet
industrial development planning of the country. Improve the sensitivity and foresight
to the market.
2) Risk of price uncertainty
Overcapacity of glass industry will continue, imbalance between supply and demand
becomes worse, competition is fierce, and there is price uncertainty in future.
Solutions: ① Adjust product mix, improve value-added products; ② strengthen
cost control and management; ③ Accelerate the progress of integration of flat and
processing business to increase the internal use of self produced float glass.
3) Risk of price uncertainty of raw materials and fuel
The price of raw materials including gas, heavy oil, soda ash and silica sand is not
stable which bring the difficulty in cost control of production.
Solutions: On the one hand, control and manage the cost by the methods of
supervising and analyzing the change of raw material and fuel price and
implementing budget management; on the other hand, improve material utilization
through innovation of technology and management; meantime, strength cost control
by enhancing technological level to minimize the risk due to raw material price
uncertainty.
4) Risk of Customer Credit
There is still global economy uncertainty, domestic economy growth slows down,
and competition is fierce in processing glass market, so the Company has challenge
in customer credit.
Solutions: Further discuss the Company’s credit policy to improve the procedure.
Strengthen customer credit review, refine credit control program, supervise and
follow the payment to lower the risk of loan recovery.
(5) Others
No.
4. Information disclosure whether there is any situation or special reason that the
company is not applicable to the regulation.
□Applicable √ Not Applicable
V. Important Event
1. Profit distribution plan of ordinary shares and plan of capital surplus enlarging
shares
(1) Stipulation, implementation and adjustment of cash dividend allocation policy
1) The Company revised the article concerning profit distribution in the Articles of
Association in accordance with No.3 Guideline for the Supervision of Listed
Companies - Cash Dividend Distribution of Listed Companies issued by CSRC and
the Company’s actual situation, it was approved at the 16th
Meeting of the 7th
Board
and the AGM for 2013. The existing profit distribution policy states that the
Company can distribute profit in forms of cash dividend, stock dividend,
combination of cash and stock dividend and other legal forms; the Company gave
priority to cash dividend allocation and stipulated the regulation for allocation
method (standard and proportion), implementation and decision-making procedure.
(Please refer to the relevant public announcement published in Shanghai Securities
News, Tai Kung Pao and on SSE website.)
The Company puts emphasis on returning to investors and insists on cash dividend
allocation in high proportion since been listed.
2) Profit distribution plan for 2014 was approved at the AGM for 2014 convening on
3 June 2015, based on the total share capital of 934,916,069, the cash dividend
allocation was RMB 0.20 (tax inclusive) for every 10 shares to all shareholders, and
the total cash dividend amounted to RMB 18,698,321.38. The plan had been
implemented and completed on 3 Aug 2015 (Please refer to Shanghai Yaohua
Pilkington Glass Group Co., Ltd. Public Announcement on Dividend Appropriation
for 2014 for details which were published in Shanghai Securities News, Tai Kung
Pao and on SSE website on 13 Jul 2015).
3) As audited by Shanghai Zhonghua Certified Public Accountants LLP, operating
revenue in the consolidated statement of 2015 amounted to RMB 2,747,743,271.77,
net profit attributable to shareholders of the parent company in the consolidated
statement of 2015 amounted to RMB -364,267,244.39. The Company faced business
performance loss for 2015, net profit attributable to shareholders of the parent
company was negative, it is not suggested for profit distribution for 2015 and there is
no intention to use capital surplus to enlarge share capital for 2015 based on
provisions of SSE Cash Dividend Guidance of Listed Companies and the Articles of
Association and the actual situation of the Company.
The plan will be carried out upon the approval of the Annual Shareholders’ General
Meeting for 2015.
(2) Plan of profit distribution and capital reserve in the latest three years (including
the reporting period)
Unit: RMB
Year
Bonus for
every 10
shares
(share)
Dividend for
every 10
shares (tax
inclusive)
Capital
reserve for
every 10
shares
(share)
Amount of cash
dividends(tax
inclusive)
Net profit
attributable to
shareholders of
the parent
companies in
consolidated
statement
The ratio to
Net profit
attributable to
shareholders
of the parent
companies in
consolidated
statement (%)
2015 0 0 0 0 -364,267,244.39 -
2014 0 0.20 0 18,698,321.38 53,354,016.90 35.05
2013 0 0.40 0 37,396,642.76 115,443,763.79 32.39
(3) Reason for not allocating cash dividend when the parent company gained profit
in the reporting period and was capable for profit distribution for ordinary shares,
and plan for the undistributed profit.
□Applicable √ Not Applicable
2. Commitment Fulfillment
√Applicable □Not Applicable
(1) Commitments made by the listed companies, shareholders, actual controller,
buyer, directors, supervisors, the Management or other related parties in or cross the
reporting period.
Background Type Promiser Content Commitment
time and
Deadline
Whether
has
deadline
for
fulfillment
Whether
meet the
commitm
ent timely
and
strictly
Refinancing
related
Share
trading
lock-up
SBM The shares held by
controlled shareholder
SBM from this private
placement shall not be
traded within 36 months
since the end of the
placement in accordance
with the Public
Announcement on the
Result of SYP Private
Placement and the
10 Jan 2014
to 9 Jan 2017
Yes Yes
Change of the Share
Capital
Other
Commitment
Other SBM Committed not to reduce
the holding shares within
6 months and increase
shares in proper time.
13 Jul 2015 to
13 Jan 2016
Yes Yes
China
Composi
tes
Group
Co., Ltd.
Committed not to reduce
the holding shares within
6 months
13 Jul 2015 to
13 Jan 2016
Yes Yes
(2) Explain for assets or projects that have not achieved the expected profit when the
reporting period was in the profit forecast term.
Fire resistant glass production line has to be shut down due to low yield, it is in the
process of technical transformation.
3. Capital occupancy and repay debt in the reporting period
□Applicable √ Not Applicable
4. The Board’s explanations of modified opinion audit report issued by accounting
firm
(1) The description of accounting firm modified opinion audit report from the Board
and the Supervisory Committee
□Applicable √ Not Applicable
(2) The Board’s explanations of the changes of accounting policy, accounting
estimates and accounting methods
□Applicable √ Not Applicable
(3) The Board’s description of the reasons of important early correction of errors
□Applicable √ Not Applicable
5. Employment or Dismissal of accounting firm
Unit: Ten thousand of RMB
Current
Name of domestic public
accountant
Zhonghua Certified Public Accountants LLP
Payment for domestic public
accountant
114
Audit period 4 years
Name Payment
Name of accounting firm for
internal control audit
Zhonghua Certified
Public Accountants LLP
46
Sponsor Haitong Securities 0
Statement of employing or dismissing accounting firm
□Applicable √ Not Applicable
6. Bankruptcy and reorganization
□Applicable √ Not Applicable
7. Major lawsuit and arbitration
□Applicable √ Not Applicable
8. Punishment and reformation of the listed company, directors, supervisors, the
Management, controlling shareholders, actual controller and acquiring firm.
□Applicable √ Not Applicable
9. Credit status of the listed company, controlling shareholders and actual controller
In the reporting period, there was no activity from the listed company, controlling
shareholders and actual controller that failed to fulfill court judgment or repay large
amount liabilities at maturity.
10. Stock incentive plan, EXOP or other employee motivation plan and its influence
□Applicable √ Not Applicable
11. Related Party Transactions of Material Importance
√Applicable □Not Applicable
(1) Related Party Transactions concerned with Daily Operations
1) Publicly announced issues with further progress or change
Unit: Ten thousand of RMB
Related Party Related
Transaction
Transaction
Content
Pricing Method
and
Decision-making
procedure
2015
Forecast
2015 Actual
Amount
Pilkington
International
Holdings BV
and its related
parties
Sales Product Market Price 300.00 229.21
Pilkington
International
Holdings BV
and its related
parties
Purchasing Royalties Negotiated
Price 1,200.00 579.13
Pilkington
International
Holdings BV
and its related
Borrowing Interests Market Price 200.00 231.20
parties
Pilkington
International
Holdings BV
and its related
parties
Borrowing
Interests
(renew
before due)
Market Price 9,000.00 9,000.00
Luanxian
Xiaochuan
Glass Silica
Sand Co., Ltd.
Purchase
product Raw material Market Price 1,300.00 518.99
2) Connected transactions that were not disclosed in public announcement
Unit: Ten thousand of RMB
Related Party Related Relationship Related
Transaction
Transaction
Content Pricing Method
Related
Transaction
Amount
Bright Intelligent
Curtain Wall Co., Ltd.
SBM controlled
subsidiary Sell product Sell glass Market Price
633.31
Bright Intelligent
Curtain Wall Co., Ltd.
SBM controlled
subsidiary Sell product Sell glass Market Price
246.07
In total / 879.38
Sales order return within big amount /
Statement of connected transaction
Controlling shareholder SBM invested to Bright Intelligent Curtain Wall Co., Ltd., in Aug 2015 and holds 45% of its
equity, so it is the Company’s related party.
(2) Connected transaction due to assets or equity acquisition or sell
1) Publicly announced issues without further progress or change
Overview Query Indexes
No
2) Publicly announced issues with further progress or change
No.
3) Issues that did not disclosed in public announcement
□Applicable √ Not Applicable
4) Business performance in the reporting period that should be disclosed if involves
business performance agreement
Not Applicable
(3) Significant connected transaction with joint investment
1) Publicly announced issues without further progress or change
Overview Query Indexes
No
2) Publicly announced issues with further progress or change
No.
3) Issues that did not disclosed in public announcement
□Applicable √ Not Applicable
(4) Related Parties’ Creditor Rights and Debt Obligations
√Applicable □Not Applicable
Unit: Ten thousand of RMB
Related parties Relationshi
p
Fund Provided to Related Parties Funds Received from Related Parties
Beginning
Balance
Actual
Amount
Ending
Balance
Beginning
Balance
Actual
Amount
Ending
Balance
Beijing
Pennvasia
Glass Co., Ltd.
Affiliate 1,208.91 - 1,208.91
Pilkington
International
Holdings BV
and its
connected
parties
Shareholder 403.53 -392.36 11.17 16,518.36 612.18 17,130.54
Luanxian
Xiaochuan
Glass Silica
Sand Co., Ltd.
Affiliate 1,672.04 - 1,672.04
SBM
Controlling
Shareholder
s
- - - 735.45 - 735.45
Bright
Intelligent
Curtain Wall
Co., Ltd.
SBM
controlled
subsidiary
366.07 -329.25 36.82 0.06 1.47 1.53
Bright
Intelligent
Curtain Wall
Co., Ltd.
SBM
controlled
subsidiary
- 16.02 16.02
In Total 3,650.55 -705.59 2,944.96 17,253.87 613.65 17,867.52
Reason
Raw material purchase and products sales with affiliates; service and
equipments purchase from shareholder; products sales with SBM
controlled subsidiary.
(5) Others
No.
12. Important Contracts and the Fulfillment
(1) Issues of leave trust, subcontract and rent
□Applicable √Not Applicable
(2) Guarantees
√Applicable □Not Applicable
Unit: RMB
Outward Guarantee (excluding guarantees for subsidiaries)
Total guarantee amount in reporting period( subsidiaries
excluded) 0
Ending balance of the guarantee amount(A)(subsidiaries
excluded) 0
Guarantee for subsidiaries
Total guarantee amount in reporting period -5,295,490.14
Ending balance of the guarantee amount(B) 51,700,000.00
Aggregated Guarantee Amount(controlled subsidiaries included)
Total amount(A+B) 51,700,000.00
Ratio to the Company’s net assets (%) 1.49
Including:
Guarantee amount for shareholders, actual controllers and
related parties(C)
0
Guarantee amount for the parties whose assets and liabilities
rate more than 70%(D)
0
Guarantee amount which exceed 50% of net assets 0
Total amount of the above three items(C+D+E) 0
Statement of joint and several liability for outstanding
guarantee
Guarantee Statement
(3) Entrusted assets management
1) Entrusted financing
□Applicable √Not Applicable
2) Entrusted loan
□Applicable √Not Applicable
3) Other financing product investment and derivatives investment
√Applicable □Not Applicable
Unit: Ten thousand of RMB
Type Signing Party Investment
Amount
Investment
Duration Product
Profit and
Loss
Whether
involved in
lawsuit
Financing
Product
Merchants
Bank 17,900
Within 1
year
Principal
Guaranteed 44.05 No
Financing
Product
Lujiazui Trust 1,000
Within 2
year Trust 0.00 No
Financing
Product
Ping An Trust 10,000
Within 2
year Trust 236.71 No
Financing
Product
Shanghai Trust 31,000
Within 2
year Trust 1,494.54 No
Financing
Product
Minmetals Intl.
Trust 20,000
Within 2
year Trust 1,358.28 No
Financing
Product
CITIC Trust 19,500
Within 2
year Trust 928.78 No
Financing
Product
Shanghai Trust 10,000
Within 3
year Trust 900.15 No
Financing
Product
ZRITC Trust 2,000
Within 6
months Trust 0.00 No
Financing
Product
Haitong
Securities 34,500
At maturity Principal
Guaranteed 963.68 No
Financing
Product
Merchants
Bank 34,500
At maturity Principal
Guaranteed 270.77 No
Financing
Product
Haitong
Securities 5,000
At maturity Trust 292.93 No
Financing
Product
Shanghai Trust 45,000
At maturity Trust 1,235.94 No
Financing
Product
Minmetals Intl.
Trust 10,000
At maturity Trust 1,093.41 No
Other Shanghai Trust Current
capital
At maturity Fund of cash pool
management 584.84 No
Statement for other financing product investment and derivatives investment
Ending balance of financing products amounted to RMB 1,114 million, financing
products return aggregated to RMB 94.0408 million in the reporting period.
(4) Other contract of material importance
No.
13. Other Important Events
□Applicable √Not Applicable
14. Fulfillment of social responsibility
(1) Fulfillment of social responsibility
As a corporate citizen, the Company always remembers the purpose of high-quality
products, customer service, company development and social dedication, unified
economic and social benefits, fulfilled social responsibility and realized harmonious
development with benefit related parties.
1) Return to shareholders and enhance confidence. The Company has complete
governance structure and standard operation. Since it was listed on the stock market,
the Company has kept returning to shareholders with cash dividends every year,
issued information disclosure prudentially, treated shareholders fairly, improved
shareholders’ value and investors’ confidence.
2) Observed law and disciplines, operated honestly. The Company insisted on honest
operation, strengthened quality supervision by ISO to ensure product security, did
not default liabilities maliciously and kept good relationship with suppliers and
purchasing agent without infringing legitimate interests. The Company was awarded
as Shanghai Civilization Corporation.
3) People come first. The Company complied with Labor Law, protected rights and
interests of all the employees, carried out trainings to enhance employee
competitiveness, established internal communication system, organized recreational
activities and arranged physical examination at regular intervals.
4) Promoted public welfare and brought benefits to the society. The Company
supported public welfare activities, continued donations and dedicated to social
voluntary service.
5) Protected environment and save resources. The Company put ecological
environment preservation and sustainable development at very important position.
The Company carried out measures to protect environment, used safe and
environment-friendly natural gas; the Company dedicated to environment
preservation investment, renovated technology, advanced cleaner production,
promoted low carbon and energy-saving concept, R&D green products, popularized
products of energy conservation and environment protection and strictly observed
the country’s law and regulation of energy conservation and emission reduction.
(2) Environmental protection statement for listed company in highly polluted
industry specified by the state environmental protection department.
Not applicable.
15. Convertible bonds
□Applicable √Not Applicable
VI. Ordinary share change and shareholders status
1. Ordinary share change
(1) Sheet of ordinary share change
Unit: Share
Before change +/- for the change After change
Amount Proportion
(%)
New
share
Share
offer
Transfer
common
reserve
fund to
shares
Others Sub-total Amount Proportion
(%)
I. Tradable shares
with restricted
conditions
203,665,987 21.78 -128,722,549 -128,722,549 74,943,438 8.02
1.State-owned
shares
2.shares held by
state-own legal
person
118,126,274 12.64 -43,182,836 -43,182,836 74,943,438 8.02
3.other domestic
shares 85,539,713 9.14 -85,539,713 -85,539,713 0 0
Incl: shares held
by non
state-owned legal
person
71,283,094 7.62 -71,283,094 -71,283,094 0 0
shares held by
natural person 14,256,619 1.52 -14,256,619 -14,256,619 0 0
4.shares held by
overseas entity
Incl: shares held
by overseas legal
person
shares held by
overseas natural
person
II. Tradable
shares without
restricted
conditions
731,250,082 78.22 128,722,549 128,722,549 859,972,631 91.98
1. RMB ordinary
share 543,750,080 58.16 128,722,549 128,722,549 672,472,629 71.92
2. Domestic listed
foreign funded
shares
187,500,002 20.06 187,500,002 20.06
3. overseas listed
foreign funded
shares
4. Others
II. Total shares 934,916,069 100 934,916,069 100
(2) Change of restricted shares
√Applicable □Not Applicable
Unit: Share
Shareholder
No. of
restricted
shares in the
beginning
No. of
unlocked
shares
No. of
restricted
shares at the
ending
Restriction
Reason Unlock Date
SBM 74,943,438 0 74,943,438
The shares
from the private
10 Jan 2017
placement in
2013 shall not
be traded
within 36
months since
the end of the
placement.
Hautai Capital
Management Co.,
Ltd.
50,916,496 50,916,496 0
The shares
from the private
placement in
2013 shall not
be traded
within 12
months since
the end of the
placement.
12 Jan 2015
CITIC Securities
Co., Ltd. 28,513,238 28,513,238 0
Shanghai
Chengding Phase
II Equity
Investment Fund
Partnership
(limited
partnership)
20,366,598 20,366,598 0
Greenland Real
Estate (Group)
Co., Ltd.
14,669,598 14,669,598 0
Gong Lei 14,256,619 14,256,619 0
In total 128,722,549 128,722,549 74,943,438 / /
2. Stock Issue and Listing
(1) Stock issuance by 31 Dec 2015
Unit: share Currency: RMB
Stock and
its
Derivative
Securities
Issuance
Date
Issuing
Price (or
interest
rate)
Issuance
Amount
Listing
Date
Approved
Listing
Amount
Transaction
Closing
Date
Ordinary Stock
Private
Placement
Dec
2013
4.91
74,943,438 10 Jan
2017
74,943,438
128,722,549 12 Jan
2015
128,722,549
China Securities Regulatory Commission issued Reply on Private Placement of
Shanghai Yaohua Pilkington Glass Group Co., Ltd.—Approval Document No. [2013]
1455 on 20 Nov 2013 to approve the Company to issue no more than 203,665,987 A
shares through private placement. The Company completed the issuance of
203,665,987 A shares to chosen investors on 30 Dec 2013, the aggregate amount of
raised fund was RMB 999,999,996.17, deducting issuance fee of RMB
21,403,889.55, the net raised fund amount was RMB 978,596,106.62. The Company
handled the procedures of registration and depository in China Securities Depository
and Clearing Co., Ltd Shanghai branch on 3 Jan 2014 to increase the general stock
capital to 934,916,069 shares.
(2) Changes in aggregated shares and restructure of shareholders, assets and liability
of the Company
Not Applicable.
3. Shareholders and Actual Controllers
(1) Shareholders amount
Total number of shareholders in reporting
period
54,345
Number of shareholders at the end of Nov
2015
55,192
(2) Shareholding of the top ten shareholders and the top ten circulation shareholders
(or unrestricted shareholders)
Unit: share
Top Ten Shareholders
Name of
shareholders
Change
Amount
Ending
Balance
Proportion
(%)
Amount of
restricted
shares
Amount of shares
pledged or blocked Nature
Stock
Status
Amount
SBM
0 258,861,720 27.69 74,943,438 No State-owned
legal person
Pilkington
International
Holdings BV
0 141,958,984 15.18 No Overseas
legal person
China Composites
Group Co., Ltd. 155,900 119,090,496 12.74 No State-owned
legal person
Special Securities
Account of GF
Securities Co., Ltd.
of agreed to buy
back securities
trading
-359,900 3,120,100 0.33 unknown unknown
Li Lizhen
15,000 3,003,837 0.32 unknown
Overseas
Natural
Person
TOYO
SECURITIES
ASIA LTD. A/C
CLIENT
-564,482 2,712,187 0.29 unknown
Overseas
legal person
Hong Kong
Haijian Industrial
Co.,Ltd.
221,700 2,509,381 0.27 No Overseas
legal person
WANG SHANG
KEE &/OR CHIN
WAN LAN
50,000 2,171,320 0.23 unknown unknown
Du Lifeng 2,107,910 2,107,910 0.23 unknown unknown
NAITO
SECURITIES CO.,
LTD.
-615,856 2,101,144 0.22 unknown Overseas
legal person
Top ten unrestricted shareholders
Name
Amount of
unrestricted
shares
Stock Type and Amount
Type Amount
SBM 183,918,282 RMB Ordinary Shares 183,918,282
Pilkington International Holdings
BV
141,958,984 RMB Ordinary Shares 117,997,072
Domestic listed foreign
funded shares
23,961,912
China Composites Group Co.,
Ltd.
119,090,496 RMB Ordinary Shares
119,090,496
Special Securities Account of GF
Securities Co., Ltd. of agreed to
buy back securities trading
3,120,100
RMB Ordinary Shares
3,120,100
Li Lizhen 3,003,837 Domestic listed foreign
funded shares
3,003,837
TOYO SECURITIES ASIA
LTD. A/C CLIENT
2,712,187 Domestic listed foreign
funded shares
2,712,187
Hong Kong Haijian Industrial
Co.,Ltd.
2,509,381 Domestic listed foreign
funded shares
2,509,381
WANG SHANG KEE &/OR
CHIN WAN LAN
2,171,320 Domestic listed foreign
funded shares
2,171,320
Du Lifeng 2,107,910 Domestic listed foreign
funded shares
2,107,910
NAITO SECURITIES CO., LTD. 2,101,144 Domestic listed foreign
funded shares
2,101,144
Notes on related party
relationship and parties acting in
unison
Among the top ten shareholders of the Company, there is related party
relationship between the 1st and 8
th largest shareholder, and they do not have
related party relationship with other shareholders, they also shall not be
regarded as parties acting in unison as provided in Regulations on the Takeover
of Listed Companies; there is no related party relationship between the 2nd
and
3rd
largest shareholder, and they do not have related party relationship with
other shareholders, they also shall not be regarded as parties acting in unison as
provided in Regulations on the Takeover of Listed Companies; The Company
does not know whether there is related party relationship among the rest of the
top ten shareholders or whether they are parties acting in unison as provided in
the Regulations on the Takeover of Listed Companies.
Top ten restricted shareholders
Unit: shares
No Name
Amount of
restricted
shares
Restricted shares that can be
listed
Restricted Conditions Listing
Date
Newly
increased
listing shares
1 SBM 74,943,438 10 Jan
2017 74,943,438
The shares issued in the private
placement cannot be transferred
in 36 months from the issuing
date
4. Controlled shareholder and actual controller
(1) Controlling shareholder
1) Legal person
Name Shanghai Building Materials (Group) Co., Ltd.
Legal Representative Qiu Ping
Date of Establishment 29 December 1993
Business Scope Investment holdings, diversified economy, building
materials, design and manufacture and sale of building
materials equipment and related products, engaged in
architectural engineering and technology development
and transfer business, building decoration engineering
contracting and design and construction, real estate
development and management.
Other domestic and
overseas listed companies
controlled or held equity by
SBM
No.
Other Statement No.
2) The company has no specific explanation for controlling shareholder
No.
3) Query indexes and date regarding change of controlling shareholder
Not Applicable.
4) Property right and control relationship between the Company and controlling
shareholder
27.69% 0.24%
(2) Actual Controller
1) Legal Person
Name Shanghai Land (Group) Co., Ltd.
Legal Representative Feng Jingming
Date of Establishment 15 Nov 2002
Business Scope Land reserve preliminary development, mudflat
construction and management, municipal infrastructure
construction and investment, old residential district
reconstruction, low-rental housing,
government-subsidized affordable housing, investment
and construction of ancillary commercial housing,
real estate development and operation, industrial
investment and property management.
Other domestic and
overseas listed companies
controlled or held equity by
Guosheng
It holds 36.36% equity of China Enterprise (600675)
and 18.20% equity of Green Land (600606)
Other Statement No.
2) The company has no specific explanation for actual controller
No.
3) Query indexes and date regarding change of controlling shareholder
The Company’s previous actual controller, Shanghai Guosheng (Group) Co., Ltd.
Shanghai Yaohua Pilkington Glass Group Co., Ltd
Shanghai Building Materials (Group) Co., Ltd.
Hong Kong Haijian Industrial
Co., Ltd.
0.27%
100%
signed the agreement with Shanghai Land (Group) Co., Ltd. on 28 Sep 2014 to
transferred its SBM equities for free (Please refer to Shanghai Yaohua Pilkington
Glass Group Co., Ltd. Public Announcement on Equity Change for detail, which was
published in Shanghai Securities News, Tai Kung Pao and on SSE website on 14 Oct
2014). Relevant equity and assets transfer and record change in industrial and
commercial bureau have been completed by 31 Dec 2015. (Please refer to Shanghai
Yaohua Pilkington Glass Group Co., Ltd. Public Announcement on Completion of
Shareholders’ Equity Transfer for detail, which was published in Shanghai Securities
News, Tai Kung Pao and on SSE website on 24 Nov 2015)
4) Property right and control relationship between the Company and actual controller
100%
100%
1
27.69%
5) Whether actual controller control the company though trust or other assets
management method
No.
(3) Other information about controlling shareholder and actual controller
No.
5. Other legal person shareholders who hold more than 10% of the Company’s
shares
Unite: Ten thousands of RMB
Name of
shareholders
Legal
representative
Date of
establishment
Organization
Code
Registered
capital Major business scope
Shanghai Land (Group) Co., Ltd.
Shanghai Yaohua Pilkington Glass Group Co., Ltd
Shanghai Building Materials (Group) Co., Ltd.
Hong Kong Haijian Industrial
Co., Ltd.
Shanghai State-Owned Assets Supervision and
Administration Commission
0.27%
100%
Pilkington
International
Holdings BV
Lain Lough 20 January
1981
--
EUR 188.15
million
Shares, financing and management of
other companies, groups and
businesses involved in financial
transactions, acquisition, control, and
dispose of movable and immovable
property. Pilkington International
Holdings BV is a controlled
subsidiary of Pilkington Group
Limited.
China
Composites
Group Co.,
Ltd.
Zhang
Dingjin
1 June 1988 10000844-8 RMB 200
million
National key high-tech enterprise
engaged in sale and production of
wind turbine blades, carbon fiber,
multifunctional paving materials,
carbon core cable, FRP pipes, storage
tank and high pressure vessel, water
treatment and so on a number of
high-tech industrial projects, research
and development of related
technology and equipment,
construction and general contracting
projects.
Remarks No
6. Stock restriction and reducing statement
□Applicable √Not Applicable
VII. Relevant situation of preferred stock
□Applicable √Not Applicable
VIII. Directors, Supervisors, Senior Officers and Employees
1. Shareholding change and payment
(1) Shareholding Change and Remuneration of current directors, supervisors and
senior officers or those who left office in this reporting period
√Applicable □Not Applicable
Unit: Share
Name Title Gender Age
Begin
of
term
office
End
of
term
office
Amount
of shares
in year
beginning
Amount
of
shares
at year
end
+/-
Remuneration from the Company during this
report period (Ten
Thousands of RMB)
(before tax)
Remuneration from the
Company’s related party
Zhao Jian Chairman Male 45
3 Jun
2015
2 Jun
2018 0 0 0 0 Yes
Paul
Ravenscroft
Vice
Chairman Male 45
3 Jun
2015
2 Jun
2018 0 0 0 0 Yes
Eddie Chai Director &
President Male 57
3 Jun
2015
2 Jun
2018 0 0 0 234.3 No
Zhang
Dingjin Director Male 58
3 Jun
2015
2 Jun
2018 0 0 0 0 Yes
Yi Fang Independent
Director Female 45
3 Jun
2015
2 Jun
2018 0 0 0 7 No
Liu Jinwei Independent
Director Male 47
3 Jun
2015
2 Jun
2018 0 0 0 3.5 No
Yang
Chaojun
Independent
Director Male 55
3 Jun
2015
2 Jun
2018 0 0 0 3.5 No
Hu Liqiang Supervisory
Committee
Chairman
Male 59 3 Jun
2015
2 Jun
2018 0 0 0 65.6 No
Xu Hong Supervisor Male 55
3 Jun
2015
2 Jun
2018 0 0 0 22.0 No
Zou
Zhiping Supervisor Male 41
3 Jun
2015
2 Jun
2018 0 0 0 26.0 No
Chen Dixin Vice
President Male 58
3 Jun
2015
2 Jun
2018 0 0 0 63.6 No
Jin Minli Vice
President &
Secretary to
the Board
Female 53 3 Jun
2015
2 Jun
2018 0 0 0 66.0 No
Chu
Yuejiang
Finance
Director Male 41
3 Jun
2015
2 Jun
2018 0 0 0 65.3 No
Qian
Shizheng
Independent
Director Male 64
8 Jun
2012
2 Jun
2015 3.5 No
Chen
Guoqing
Independent
Director Male 54
8 Jun
2012
2 Jun
2015 3.5
Total / / / / / 0 0 0 563.8 /
Name Main Working Experiences in the Last 5 Years
Zhao Jian Deputy Party Secretary and President of SBM, Chairman of SYP Board. Previously
Investment & Development Dept. Chief of Shanghai Urban Construction (Group)
Corporation, Deputy Party Secretary and President of Shanghai Guosheng Assets Co.,
Ltd.
Paul
Ravenscroft
Head of Mergers & Acquisitions of NSG Group; previously solicitor of law firm
Eversheds, Commercial Counsel of Huntsman Tioxide, General Counsel of Pilkington
plc and President of the NSG Group Building Products business in China.
Eddie Chai Director and president of SYP. Previously management counselor for Mckinsey &
Company (Hong Kong); Vice President for Strategic Development, Senior Vice
President for China and President for North China of Lafarge Group; Founder and
President of China Investment Consulting Company; General Representative of
Pilkington/NSG China.
Zhang
Dingjin
Vice President of China National Building Material Co., Ltd. Chairman and General
Manager of China Composites Group Co., Ltd.
Yi Fang Partner of Shanghai Office of Jun He Law Firm, member of State-owned Company
Business Study Committee of Shanghai Lawyer Network. Previously Senior Partner of
AllBright Law Offices.
Liu Jinwei Senior Partner of Shing Wing Accounting Firm. Previously worked in Loan Office of
Forestry Fund Management Department, previously accounting teacher of Beijing
Forestry University Economic Management Academy, Vice President of Beijing
Jincheng Landscape Corporation, Partner of Yuehua Certified Public Accountants Co.,
Ltd. Mr. Liu currently is the independent director of Jinxi AXLE Co., Ltd. and China
Nonferrous Metal Mining (Group) Co., Ltd.
Yang
Chaojun
Finance Professor and Doctoral Supervisor of Economic Management Academy of
Shanghai Jiaotong University, Director of Securities and Finance Research Institution.
Hu Liqiang Labor Union Chairman of SBM and party secretary of SYP. Previously section chief,
branch secretary, deputy party secretary and discipline inspection chief in Shanghai
Yaohua Glass Factory; Vice General Manager of Shanghai New Building Materials
General Company; Chairman and Party Secretary of Shanghai Kaijie Doors &
Windows Co., Ltd. and Party Secretary of Shanghai Cement Plant.
Xu Hong Process manager of information management dept. of the Company. Previously
comprehensive planner, deputy manager, manager of planning section and head of audit
section in the Company.
Zou
Zhiping
Deputy director of the Company’s risk control department. He used to be financial
executive in Jiangsu Huatai Machinery Manufacturing Co., Ltd., project manager in
Wan Long Accounting Firm Shanghai Branch and audit executive in Giordano Group.
Chen Dixin Vice President of SYP. Previously Logistics Manager, Project Manager and Assistant
President.
Jin Minli Vice President and Secretary to the Board Office of Shanghai Yaohua Pilkington Glass
Group Co., Ltd. Previously Senior Assistant Manager and Senior Administration
Manager.
Chu
Yuejiang
Finance Director of Shanghai Yaohua Pilkignton Glass Group Co., Ltd. Previously
Financial Dept. Head of Shanghai Yaohua Pilkignton Glass Group Co., Ltd.
Other situation statement
No.
(2) Stock incentive for the directors, supervisors and the Management in the
reporting period
□Applicable √Not Applicable
2. Positions
(1) Positions in shareholding companies
√Applicable □Not Applicable
Name
Name of
shareholding
company
Position Beginning
of tenure
End of
tenure
Zhao Jian SBM
Deputy Party Secretary
and President Oct 2013
Dec
2015
Party Secretary and
President Dec 2015
Paul
Ravenscroft
Pilkington
Group
Limited
Head of Mergers &
Acquisitions Department
of NSG Group
May 2008
Zhang
Dingjin
China
Composites
Group Co.,
Ltd.
Chairman of the Board &
General Manager
March
2002
(2) Positions in other companies
√Applicable □Not Applicable
Name Name of other company Position Beginning
of tenure
End of
tenure
Zhang Dingjin China Building Materials Co., Ltd. Vice
President
10 March
2005
Yi Fang Shanghai Office of Jun He Law Firm Partner Mar 2011
Liu Jinwei
Shing Wing Accounting Firm Senior
Partner Dec 2006
Jinxi AXLE Co., Ltd. Independent
Director Aug 2010
Sep
2016
China Nonferrous Metal Mining
(Group) Co., Ltd.
Independent
Director Apr 2012
Yang Chaojun
Economic Management Academy of
Shanghai Jiaotong University
Finance
Professor,
Doctoral
Supervisor
and Director
of Securities
and Finance
Research
Institution
Sep 1984
SHENERGY CO.,LTD. Independent
Director Jun 2015
3. Payment of directors, supervisors and senior officers
Decision Making
Procedures for the
remuneration of
directors, supervisors and
the Management
The Company established the Incentive and Appraisal
Management Rules for Senior Officers. Remuneration and
Appraisal Committee and Nomination Committee
stipulate remuneration policy and approves payment plan.
Remuneration and Appraisal Committee and Nomination
Committee would appraise the Management and their
business in charge in accordance with Rules of Working
Procedures as well as the Company’s annual financial
report and annual business plan objectives.
Remuneration foundation
of directors, supervisors
and the Management
The compensation package was decided according to the
senior officer’s title, job responsibility and performance
of last year. It also took reference of compensation
package of the same industry and counterparts.
Remuneration Payable of
directors, supervisors and
the Management
The total remuneration payable of directors, supervisors
and the Management amounted to RMB 5.638 million.
Remuneration received
by all directors,
supervisors and the
Management by 31 Dec
2015
The total remuneration received by all directors,
supervisors and the Management by 31 Dec 2015
amounted to RMB 5.638 million.
4. Changes of directors, supervisors and senior officers
Name Position Change Reason
Zhao Jian Chairman
of the board
Election Reelection of the Board
Paul
Ravenscroft
Deputy
chairman of
the board
Election Reelection of the Board
Eddie Chai Director,
President
Election Reelection of the Board
Zhang Dingjin Director Election Reelection of the Board
Yi Fang Independent
Director
Election Reelection of the Board
Liu Jinwei Independent
Director
Election Reelection of the Board
Yang Chaojun Independent
Director
Election Reelection of the Board
Hu Liqiang Supervisory
Committee
Chairman
Election Reelection of the Supervisory
Committee
Xu Hong Supervisor Election Reelection of the Supervisory
Committee
Zou Zhiping Supervisor Election Reelection of the Supervisory
Committee
Chen Dixin Vice
President
Appointment Senior officers appointed by the new
board of directors
Jin Minli Vice
President
and
Secretary to
the Board
Office
Appointment Senior officers appointed by the new
board of directors
Chu Yuejiang Financial
Director
Appointment Senior officers appointed by the new
board of directors
Qian Shizheng Independent
Director
Left Expiration of the term of office
Chen Guoqing Independent
Director
Left Expiration of the term of office
5. Punishment from securities supervisory institution in the latest three years
□Applicable √Not Applicable
6. Staff of the parent company and main subsidiaries
(1) Employee
Total number of employees of the parent
company
190
Total number of employees of the main
subsidiaries
2,842
In total 3,032
Number of retired employees that the parent
company and main subsidiaries need to
undertake the fees
2
Profession
Professions Number
Production staff 1,666
Sales staff 353
Technical staff 303
Financial staff 78
Administrative staff 632
In total 3,032
Education
Education Number
Bachelor Degree or Above 720
Junior College graduates 834
Technical Secondary School and High School 1,116
Below High School 362
In total 3,032
(2) Remuneration Policy
The remuneration policy is established on the purpose of improving management
efficiency, strategy implementation, accelerating the realization of the Company’s
strategic objectives, and fully stimulating the staff’s initiative by the incentive. The
compensation package is consisted of fixed remuneration and performance appraisal
remuneration in order to be fair, incentive, competitive, economic and legal.
Moreover, the Company makes contribution to five social insurances and one
housing fund and pays social insurance charges and housing fund timely.
(3) Training Plan
The Company has training system with different levels to provide with elective
courses and required courses; improve staff’s technology and management
capacity mainly by on job training and position training, which including:
1) Induction training
2) General and specific position technological training
3) Business knowledge and management technology training for management
staff, business managers and intermediate (high) level management manpower
reserve.
4) Academic degree training
5) Specific technical training for key technical staff.
In the reporting period, the Company stipulated training plan for 2015 and
implemented it strictly. The Company conducted 498 trainings with 1108 persons
accumulatively in the whole year. The training introduced many internal courses,
which involved many aspects of the production and operation. The Company
implemented internal control training, adopted ELN, increased the fundamental skill
training for sales people, and provided different training according to different
position requirement. The training plan adopted the methods of hiring outside
training agencies, developing internal courses and inviting internal trainers to
provide different trainings according to different business position necessities.
(4) Labor Outsourcing
Total working hours 4779 thousand working hours
Total remuneration amount RMB 128.5366 million
IX. Corporate Governance
1. Relevant information of corporate governance
(1) Corporate governance
The Company stipulated rules and regulations of AGM, board meeting and
supervisory committee meeting in accordance with laws and regulations of the
Company Law and Securities Law, clarified duty and authority of decision-making,
implementation and supervision and formulated a legal person governance with
scientific authority, decision-making organization, supervisory organization and the
Management.
The Company revised Rules of Procedure of Shareholders’ General Meeting and the
Articles of Association in accordance with CSRC Rules of Shareholders’ General
Meeting of listed Companies (2014 Revision), SSE Reminder of Listed Companies
Adopting Overall Network Voting for Shareholders’ General Meeting and the
Company’s actual situation, it states to increase network voting at shareholders’
general meeting and calculate the voting of minority shareholders separately when
discuss major events that related to the interests of the minority shareholders to
protect their interests.
Legal person governance is a long term project, the Company will continue to
deepen corporate governance, establish long term mechanism to improve corporate
governance, strength internal control, enhance standard operation, protect legitimate
rights of the Company and shareholders and advance steady development of the
Company in accordance with laws and regulations issued by supervisory authorities.
(2) Establishment and implementation of records and management of insiders of
internal information
The Company established Recording and Managing System of Insiders of Internal
Information, strengthened internal confidential information management, ensured
fairness of information disclosure, implemented recorders of insiders of internal
information and prevented from insider trading.
In the reporting period, the Company strictly implemented the system, recorded the
insiders of internal information in the procedure of reporting, transmission,
compiling, audit and the time when insiders receive internal information before
information disclosure, all of which should be recorded in SSE timely.
Explanation when there is big difference between company governance and CSRC
relevant provisions.
No applicable.
2. Brief of Shareholders’ General Meetings
Meeting Convention Date Reference Website Disclosure Date
Annual Shareholders’
Meeting for 2014
3 Jun 2015
Shanghai Securities News,
Tai Kung Pao
http://www.sse.com.cn
4 Jun 2015
The 1st Extraordinary
Shareholders’ Meeting for
2015
27 Aug 2015 28 Aug 2015
The 2nd
Extraordinary
Shareholders’ Meeting for
2015
17 Sep 2015 18 Sep 2015
Statement of the shareholders’ general meeting
No.
3. Directors’ duty fulfillment
(1) Attendance at board meeting and shareholders’ general meeting
Name
Independent
director or
not?
Attendance at Board Meeting
Attendance at
Shareholders’
General
Meeting
Meetings
they
should
attend
Attend
in
person
Attend through
correspondence
Attend
though
proxies
Absent
from the
meetings
Not attend
the
meetings in
person for
consecutive
two times
Meetings
they should
attend
Zhao Jian No 10 5 5 0 0 No 3
Paul
Ravenscroft No 10 5 5 0 0 No 2
Eddie Chai No 10 5 5 0 0 No 3
Zhang
Dingjin No 10 5 5 0 0 No 2
Yi Fang Yes 10 5 5 0 0 No 1
Liu Jingwei Yes 5 3 2 0 0 No 1
Yang
Chaojun Yes 5 3 2 0 0 No 2
Qian
Shizheng Yes 5 2 3 0 0 No 0
Chen
Guoqing Yes 5 2 3 0 0 No 0
Please indicate any directors who did not attend the board meeting 2 times in
succession.
No.
Total Board Meetings in 2015 10
Inc: Onsite meetings 5
Telecommunication meetings 5
Onsite & Telecommunication Meetings 0
(2) Different opinions held by independent directors on relevant issues of the
Company
No.
(3) Others
No.
4. The important suggestions provided by the sub-committees under the Board in the
reporting period
In the reporting period, the Strategy Committee convened 2 meetings, analyzed the
operating environment, development trend and competitive layout, discussed product
mix upgrade, idle assets utilization, region and market development, auto glass
business boom as well as environment prevention and technical upgrade of the plants.
The committee reminded the advantage and weakness of the Company in market
competition, potential risks and challenges, and contributed to the significant
decision-making and operation of the Company.
In the reporting period, the Audit Committee convened 5 meetings, all committee
members performed duty prudentially, discussed deeply regarding internal control
system construction of listed company, standard operation, connected transaction,
periodical report and assets efficiency, provided suggestions for non-performing
assets disposal, establishment and implementation of internal control system and self
evaluation of internal control. The Committee convened meeting to discuss
preparation of annual report, evaluated the audit and internal risk control conducted
by the accounting firm and provided suggestion for appointment of accounting firm
for 2016.
In the reporting period, the Remuneration and Appraisal Committee convened 4
meetings, the committee members verified the candidates of new board of directors
and the Management, conducted strict appraisal for the Management and performed
the duty of motivation and supervision.
In the reporting period, the Strategy Committee, Audit Committee and Remuneration
and Appraisal Committee took full advantage of professional function, implemented
committee enforcement regulation strictly, provided with professional suggestions to
the board of directors and advanced the standard development of legal structure of
the Company. Sub-committees under the Board approved all the submitted
proposals.
5. Risks discovered by Supervisory Committee
There were no different opinions held by Supervisory Committee regarding the
supervised issues.
6. The situations that the Company unable to keep its independence in business,
employee, assets, institution and finance and unable to keep its independent
operation ability based on the existence of its controlled shareholder.
No.
Please state the solution, progress and follow-up work of the Company if there is
horizontal competition.
No.
7. Appraisal system for senior officers, and the establishment and implementation of
incentive system in the reporting period
The Company has initially established the appraisal system for senior management
staff. Remuneration and Nomination Committee is in charge of stipulating
remuneration policy and approving payment plan; appraising the business and
management performance of the senior officers and taking it as reference in
accordance with Rules of Working Procedures as well as the Company’s annual
financial report and annual business plan objectives. The Company will optimize the
incentive and restraint mechanisms to be more market-oriented to improve duty
performance of senior officers, enhance corporate governance and maximize the
benefits of the shareholders and the Company.
8. Whether disclosed self-evaluation report on internal control
√Applicable □Not Applicable
Evaluation Report on Internal Control for 2015 was approved at the 8th
Meeting of
the 8th
Board of Directors, please refer to the public announcement published on SSE
website on 31 Mar 2016.
9. Audit report on internal control
The Company appointed Zhong Hua Certified Public Accountants LLP for internal
control audit for 2015, Zhong Hua issued standard audit report without reservations,
its (2016) No.1058 Internal Control Audit Report was published on SSE website.
Whether disclosed Internal Control Audit Report: Yes
10. Others
No.
X. Relevant situation of corporate bonds
□Applicable √Not Applicable
SYP GLASS GROUP CO., LTD.
Financial Statements and Auditors' Report
For the Year Ended December 31st, 2015
Index
CONTENTS PAGE
Auditors' Report 1-2
The Company and Consolidated Balance Sheets 3-4
The Company and Consolidated Income Statements 5
The Company and Consolidated Statements of Cash Flow 6
The Consolidated Statement of Changes in Shareholder's Equity 7-8
The Company Statement of Changes in Shareholder's Equity 9-10
Notes to the Financial Statements 11-91
1
AUDITORS' REPORT
Zhonghua CPA(2016) No.1054
To the Shareholders of SYP Glass Group Co., Ltd.:
We have audited the accompanying financial statements of SYP Glass Group Co., Ltd. (hereafter "SYP Croup"),
which comprise the consolidated and company balance sheets as at 31 December, 2015 and the consolidated
and company income statements, the consolidated and company statements of changes in shareholder's
equity and the consolidated and company cash flow statements for the year then ended, and the notes to the
financial statements.
Management's Responsibility for the Financial Statements
Management of SYP Group is responsible for the preparation and fair presentation of these financial
statements. This responsibility includes: (a) preparing and fairly presenting the financial statements in
accordance with the requirements of Accounting Standards for Business Enterprises; (b) and designing,
implementing and maintaining internal control relevant to the preparation of the financial statements that are
free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with China Standards on Auditing. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidences about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
2
Opinion
In our opinion, the accompanying financial statements present fairly in all material respects, the consolidated
and company’s financial position of SYP Group as at 31 December 2015, and their financial performance and
cash flows for the year then ended in accordance with the requirements of Accounting Standards for Business
Enterprises.
Zhonghua Certified Public Accountants Chinese Certified Public Accounts Kai Yu Rong Ming Yang Shanghai, China March 29th, 2016
3
SYP GLASS GROUP CO., LTD. THE COMPANY AND CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31st, 2015 (All amounts in RMB unless otherwise stated)
Assets Note
s Dec. 31, 2015 Consolidated
Dec. 31, 2014 Consolidated
Dec. 31, 2015 Company
Dec. 31, 2014 Company
Current assets
Cash and cash equivalents 5.1 411,687,839.48 374,081,933.26 167,635,557.30 154,885,102.29
Financial asset measured at fair value and the variation is included in the current profits and losses
- - - -
Derivative financial assets - - - -
Notes receivable 5.2 365,282,959.08 405,306,820.26 18,473,849.18 235,797,487.77
Accounts receivable 5.3 485,858,470.73 484,984,105.99 88,874,563.77 88,572,580.44
Advances to suppliers 5.4 67,033,690.08 144,263,719.46 28,976,134.39 12,444,894.56
Interest receivable 5.5 433,250.00 5,612,000.00 433,250.00 5,612,000.00
Dividends receivable - - 106,813,456.25 106,813,456.25
Other receivables 5.6 38,014,544.62 46,034,020.21 2,298,075,383.33 1,263,117,569.33
Inventories 5.7 740,268,166.53 757,183,947.67 - 9,675.80
Divided into held-for-trading assets - - - -
Non-current assets due within 1 year - - - -
Other current assets 5.8 510,123,314.57 1,097,417,083.11 478,844,208.23 1,013,653,847.69
Total current assets 2,618,702,235.09 3,314,883,629.96 3,188,126,402.45 2,880,906,614.13
Non-current assets
Available-for-sales financial assets 5.9 1,047,234,132.92 50,000,000.00 705,000,000.00 50,000,000.00
Held-to-maturity investments - - - -
Long-term receivables - - 335,075,288.48 335,075,288.48
Long-term equity investments 5.10 - - 1,222,858,895.72 1,201,768,895.72
Investment properties - - - -
Fixed assets 5.11 3,179,844,391.60 3,496,591,371.10 312,456,783.26 324,846,581.26
Construction in progress 5.12 767,336,286.10 485,925,455.10 354,357,169.77 270,123,893.90
Construction materials 5.13 271,992.43 272,248.84 - -
Disposal of fixed assets 5.14 - 21,400.00 - -
Biological assets - - - -
Oil and gas assets - - - -
Intangible assets 5.15 550,186,389.72 574,133,343.77 73,922,908.43 72,173,620.03
Development expenditures 5.16 8,719,682.90 7,229,802.88 8,719,682.90 7,113,624.85
Goodwill 5.17 - 7,643,536.51 - -
Long-term prepayments 5.18 14,893,756.13 7,738,629.57 - -
Deferred income tax assets 5.19 15,463,375.25 14,875,470.93 5,438,990.26 6,142,089.62
Other non-current assets - - - -
Total non-current assets 5,583,950,007.05 4,644,431,258.70 3,017,829,718.82 2,267,243,993.86
TOTAL ASSETS 8,202,652,242.14 7,959,314,888.66 6,205,956,121.27 5,148,150,607.99
The accompanying notes form part of the financial statements. Legal Representative: Chief Financial Officer: Head of Accounting Department:
4
SYP GLASS GROUP CO., LTD. THE COMPANY AND CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31st, 2015 (CONTINUED) (All amounts in RMB unless otherwise stated)
Liabilities and owner's equity
Notes Dec. 31, 2015 Consolidated
Dec. 31, 2014 Consolidated
Dec. 31, 2015 Company
Dec. 31, 2014 Company
Current Liabilities
Short-term borrowings 5.20 1,572,727,600.00 2,050,518,130.00 1,390,000,000.00 1,170,000,000.00
Financial liabilities measured at fair value and the variation is included in the current profits and losses
- -
Notes payable - -
Derivative financial liabilities 5.21 298,523,364.64 213,100,373.78 17,239,387.55 32,500,000.00
Accounts payable 5.22 562,054,047.72 401,025,889.45 113,920,677.33 87,388,928.31
Advances from customers 5.23 60,456,942.24 51,850,499.31 5,531,102.70 15,615,049.71
Employee benefits payable 5.24 75,213,236.14 63,977,803.16 34,656,332.82 32,804,214.84
Taxes and surcharges payable 5.25 21,874,475.12 24,582,916.67 1,691,299.15 1,525,907.66
Interest payable 5.26 38,089,005.56 5,739,004.20 36,227,836.80 2,059,333.33
Dividends payable 5.27 3,500,000.00 7,652,119.78 4,152,119.78
Other payables 5.28 201,913,640.96 177,069,528.85 64,089,542.16 201,503,363.86
Divided into held-for-trading liabilities - - - Non-current liabilities due within 1 year 5.29 32,202,374.30 241,821,834.75 32,202,374.30 67,009,234.41
Other current liabilities 5.30 999,591,666.65 - 999,591,666.65 -
Total current liabilities 3,866,146,353.33 3,237,338,099.95 2,695,150,219.46 1,614,558,151.90
Non-current liabilities
Long-term borrowings 5.31 100,777,919.75 159,718,569.75 -
Bonds payable - -
Including: Preferred stock - -
Sustainable debt - -
Long-term payables 5.32 85,623,310.88 31,785,812.50 31,785,812.50
Long-term Employee benefits payable - -
Special payables - -
Contingent liabilities - -
Deferred revenue 5.33 643,376,739.20 632,606,280.19 561,854,341.38 580,688,682.91
Deferred income tax liabilities 5.19 33,958,385.10 1,486,369.04 5,845,130.00 -
Other non-current liabilities - -
Total non-current liabilities 863,736,354.93 825,597,031.48 567,699,471.38 612,474,495.41
Total liabilities 4,729,882,708.26 4,062,935,131.43 3,262,849,690.84 2,227,032,647.31
Owner's equity
Paid-in capital 5.34 934,916,069.00 934,916,069.00 934,916,069.00 934,916,069.00
Other equity instruments - -
Including: Preferred stock - -
Sustainable debt - -
Capital reserves 5.35 1,123,043,400.11 1,123,043,400.11 1,101,403,381.86 1,101,403,381.86
Less: Treasury stocks - -
Other comprehensive income 5.36 68,169,014.50 -12,670,868.57 -12,670,868.57 -12,670,868.57
Special reserve - -
Surplus reserve 5.37 492,204,268.27 488,135,589.16 492,204,268.27 488,135,589.16
Unappropriated profits 5.38 258,056,713.10 645,090,957.98 427,253,579.87 409,333,789.23
Total equity attribute to equity holders of the Group
2,876,389,464.98 3,178,515,147.68 2,943,106,430.43 2,921,117,960.68
Minority interest 596,380,068.90 717,864,609.55 -
Total owner's equity 3,472,769,533.88 3,896,379,757.23 2,943,106,430.43 2,921,117,960.68
TOTAL LIABILITIES AND OWNER'S EQUITY
8,202,652,242.14 7,959,314,888.66 6,205,956,121.27 5,148,150,607.99
The accompanying notes form part of the financial statements. Legal Representative: Chief Financial Officer: Head of Accounting Department:
5
SYP GLASS GROUP CO., LTD. THE COMPANY AND CONSOLIDATED INCOME STATEMENTS FOR THE YEAR ENDED DECEMBER 31st, 2015 (All amounts in RMB unless otherwise stated)
Items Notes 2015
Consolidated 2014
Consolidated 2015
Company 2014
Company
Revenue 5.39 2,747,743,271.77 2,864,912,952.36 143,420,296.98 217,324,954.08
Less: Cost of sales 5.39 2,267,328,348.68 2,264,696,579.53 95,726,813.12 199,644,081.96
Business taxes and levies 5.40 17,401,966.36 15,180,848.47 2,853,262.37 936,576.36
Selling and distribution expenses 5.41 222,620,352.77 188,131,684.13 - -
General and administration expenses 5.42 360,769,891.39 334,631,559.84 61,505,911.34 64,177,995.51
Financial expenses - net 5.43 158,693,862.25 122,545,200.01 74,329,860.15 2,656,333.78
Assets impairment losses 5.44 316,490,022.21 26,467,663.49 -693,912.35 7,207,575.41
Add: Gain (loss) from changes in fair value 5.45 - -1,115,982.11 - -1,115,982.11
Investment income 5.46 94,040,788.46 50,918,949.20 94,031,583.03 99,409,372.75
Including: income from investment in associates and joint ventures
- - - -1,704,933.15
Operating profit -501,520,383.43 -36,937,616.02 3,729,945.38 40,995,781.70
Add: Non-operating incomes 5.47 37,195,111.83 81,006,450.48 43,524,488.28 62,465,385.69
Including: Profits from disposal of non-current assets 14,589,698.81 10,382,202.51 29,323,960.77 9,937,301.65
Less: Non-operating expenses 5.48 1,291,654.19 1,092,618.43 19,413.17 49,429.35
Including: Losses from disposal of non-current assets 1,184,295.90 956,613.29 19,413.17 49,429.35
Total profit -465,616,925.79 42,976,216.03 47,235,020.49 103,411,738.04
Less: Income tax expenses 5.49 23,291,423.72 29,882,382.88 6,548,229.36 632,981.92
Net profit -488,908,349.51 13,093,833.15 40,686,791.13 102,778,756.12
Including: Attributable to equity holders of the Company
-364,267,244.39 53,354,016.90 40,686,791.13 102,778,756.12
Attributable to minority interests -124,641,105.12 -40,260,183.75 -
Other comprehensive income 81,656,447.54 - - -
Attributable to equity holders of the Company 80,839,883.07 - - -
(I)Other comprehensive income couldn’t be reclassified into the profits and losses
- - - -
1.Remeasurement of changes in net liabilities or net assets under defined benefit plans
- - - -
2.The unit of other comprehensive income could not be reclassified to income statements of the investee under the equity methods
- - - -
(II)Other comprehensive income could be reclassified into the profits and losses
80,839,883.07 - - -
1. The unit of other comprehensive income will be reclassified to income statements of the investee under the equity methods
- - - -
2.Gains or losses from the changes of fair value of available for sale financial assets
80,839,883.07 - - -
3. Gains or losses from the reclassification of hold-to-maturity investments to available for sale financial assets.
- - - -
4. The effective part of cash flow hedging gains and losses - - - -
5. The difference between the translations of foreign currency financial statements.
77 - - - -
6.Others - - - -
Attributable to minority interests 816,564.47 - - -
Total comprehensive income -407,251,901.97 13,093,833.15 40,686,791.13 102,778,756.12
Including: Attributable to equity holders of the Company
-283,427,361.32 53,354,016.90 40,686,791.13 102,778,756.12
Attributable to minority interests -123,824,540.65 -40,260,183.75 - -
Earnings per share - - -
-Basic 6.32 -0.39 0.06 - -
-Diluted 6.32 -0.39 0.06 - -
There has not occurred the consolidation under the same control during the reporting period. The accompanying notes form part of the financial statements.
Legal Representative: Chief Financial Officer: Head of Accounting Department:
6
SYP GLASS GROUP CO., LTD. THE COMPANY AND CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31st, 2015 (All amounts in RMB unless otherwise stated)
Items Notes 2015
Consolidated 2014
Consolidated 2015
Company 2014
Company
1. Cash flows from operating activities
Cash received from sales of goods or rendering of services
3,369,148,416.45 3,367,532,965.71 309,877,508.24 313,144,816.21
Refund of taxes and surcharges 2,171,922.05 1,573,422.75 - -
Cash received relating to other operating activities 5.50.1 153,278,273.13 58,393,663.70 69,150,615.32 38,487,298.37
Sub-total of cash inflows 3,524,598,611.63 3,427,500,052.16 379,028,123.56 351,632,114.58
Cash paid for goods and services 1,916,500,002.97 2,133,853,908.96 63,341,350.39 192,698,527.84
Cash paid to and on behalf of employees 588,734,619.13 524,659,990.83 84,149,490.88 96,756,818.80
Payments of taxes and surcharges 181,858,599.57 210,912,315.16 4,221,962.46 7,497,003.30
Cash paid relating to other operating activities 5.50.2 306,535,212.71 329,659,004.90 238,022,413.41 72,225,768.99
Sub-total of cash outflows 2,993,628,434.38 3,199,085,219.85 389,735,217.14 369,178,118.93
Net cash flows from operating activities 5.51.1 530,970,177.25 228,414,832.31 -10,707,093.58 -17,546,004.35
2. Cash flows from investing activities
Cash received from disposal of investments 1,196,000,000.00 2,306,703,055.27 1,196,000,000.00 2,306,703,055.27
Cash received from returns on investments 99,210,333.03 27,733,896.73 99,210,333.03 27,733,896.74
Net cash received from disposal of fixed assets, intangible assets and other long-term assets
20,393,437.05 19,677,720.35 107,393.27 17,255,218.33
Cash received from disposal of subsidiaries and other companies
- - - -
Cash received relating to other investing activities 5.50.3 53,073,105.69 32,100,000.00 1,685,175,590.74 95,000,000.00
Sub-total of cash inflows 1,368,676,875.77 2,386,214,672.35 2,980,493,317.04 2,446,692,170.34
Cash paid to acquire fixed assets, intangible assets and other long-term assets
414,678,140.56 521,418,259.07 81,526,875.54 47,940,111.93
Cash paid to acquire investments 1,488,358,869.52 3,302,930,137.86 1,406,620,000.00 3,422,576,002.81
Cash paid to acquire subsidiary - - - 220,000,000.00
Cash paid relating to other investing activities 5.50.4 - 25,522,000.00 2,453,011,486.42 930,996,678.27
Sub-total of cash outflows 1,903,037,010.08 3,849,870,396.93 3,941,158,361.96 4,621,512,793.01
Net cash flows from investing activities -534,360,134.31 -1,463,655,724.58 -960,665,044.92 -2,174,820,622.67
3. Cash flows from financing activities
Cash received from capital contributions 2,340,000.00 - - -
Including: Cash received from capital contributions by minority equity holders of subsidiaries
2,340,000.00 - - -
Cash received from borrowings 3,036,029,900.00 2,421,146,602.36 2,738,250,000.00 1,170,000,000.00
Cash received from issuing bonds - - - -
Cash received from other financing activities - - 106,000,000.00 260,000,000.00
Sub-total of cash inflows 3,038,369,900.00 2,421,146,602.36 2,844,250,000.00 1,430,000,000.00
Cash repayments of borrowings 2,654,644,280.00 2,094,641,235.37 1,520,000,000.00 -
Cash paid for interest expenses and distribution of dividends or profits
135,639,465.22 174,867,618.15 69,111,206.31 37,789,800.99
Including: Cash paid for dividends or profit to minority equity holders of a subsidiary
- 2,641,860.88 - -
Cash paid relating to other financing activities 5.50.5 87,481,150.57 173,119,188.82 206,485,660.43 185,259,878.00
Sub-total of cash outflows 2,877,764,895.79 2,442,628,042.34 1,795,596,866.74 223,049,678.99
Net cash flows from financing activities 160,605,004.21 -21,481,439.98 1,048,653,133.26 1,206,950,321.01
4. Effect of foreign exchange rate changes on cash and cash equivalents
-6,776,263.09 -1,015,749.18 2,255.95 34.37
5. Net (decrease)/increase in cash and cash Equivalents
150,438,784.06 -1,257,738,081.43 77,283,250.71 -985,416,271.64
Add: Cash and cash equivalents at beginning of year 204,320,327.09 1,462,058,408.52 84,546,950.24 1,069,963,221.88
6. Cash and cash equivalents at end of year 5.51.2 354,759,111.15 204,320,327.09 161,830,200.95 84,546,950.24
The accompanying notes form part of the financial statements. Legal Representative: Chief Financial Officer: Head of Accounting Department:
7
SYP GLASS GROUP CO., LTD. THE CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31
st, 2015
(All amounts in RMB unless otherwise stated)
Items
For the Year Ended December 31st, 2015
Attributable to equity holders of the Group
Minority Interest Total Owner's
Equity Share Capital
Other Equity Instruments Capital Surplus
Less: Treasury shares
Other Comprehensive
Income
Special reserve
Surplus reserve Unappropriated
profits Preferred
Stock Sustainable
debt Others
Balance as at Dec. 31, 2014 934,916,069.00 - - - 1,123,043,400.11 - -12,670,868.57 - 488,135,589.16 645,090,957.98 717,864,609.55 3,896,379,757.23
Changes in accounting policies - - - - - - - - - - - -
Correction of accounting errors - - - - - - - - - - - -
Business combination of entities under common controls
- - - - - - - - - - - -
Others - - - - - - - - - - - -
Balance at Jan. 1, 2015 934,916,069.00 - - - 1,123,043,400.11 - -12,670,868.57 - 488,135,589.16 645,090,957.98 717,864,609.55 3,896,379,757.23
Movement for the Year 2015 - - - - - - 80,839,883.07 - 4,068,679.11 -387,034,244.88 -121,484,540.65 -423,610,223.35
I. Total comprehensive income - - - - - - 80,839,883.07 - - -364,267,244.39 -123,824,540.65 -407,251,901.97
II. Capital contribution and withdrawal by owners
- - - - - - - - - - 2,340,000.00 2,340,000.00
-Capital contribution - - - - - - - - - - 2,340,000.00 2,340,000.00
-Capital contributed by other equity instruments holders
- - - - - - - - - - - -
-Share-based payments recognized in owner's equity
- - - - - - - - - - - -
-Others - - - - - - - - - - - -
III. Profit distribution - - - - - - - - 4,068,679.11 -22,767,000.49 - -18,698,321.38
-Reclassification to surplus reserve - - - - - - - - 4,068,679.11 -4,068,679.11 - -
-Distribution to owners - - - - - - - - - -18,698,321.38 - -18,698,321.38
-Others - - - - - - - - - - - -
IV. Reclassification - - - - - - - - - - - -
-Capitalized capital reserve - - - - - - - - - - - -
-Capitalized surplus reserve - - - - - - - - - - - -
-Surplus reserve used to make up losses
- - - - - - - - - - - -
-Others - - - - - - - - - - - -
V. Special reserve - - - - - - - - - - - -
-Appropriation of special reserve - - - - - - - - - - - -
-Usage of special reserve - - - - - - - - - - - -
VI. Others - - - - - - - - - - - -
Balance as at Dec. 31, 2015 934,916,069.00 - - - 1,123,043,400.11 - 68,169,014.50 - 492,204,268.27 258,056,713.10 596,380,068.90 3,472,769,533.88
8
The accompanying notes form part of the financial statements. Legal Representative: Chief Financial Officer: Head of Accounting Department:
SYP GLASS GROUP CO., LTD. THE CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31
st, 2015
(All amounts in RMB unless otherwise stated)
Items
For the Year Ended December 31st, 2014
Attributable to equity holders of the Group
Minority Interest Total Owner's
Equity Share Capital
Other Equity Instruments Capital Surplus
Less: Treasury shares
Other Comprehensive
Income
Special reserve
Surplus reserve Unappropriated
profits Preferred
Stock Sustainable
debt Others
Balance as at Dec. 31, 2013 934,916,069.00 - - - 1,232,879,238.10 - -12,670,868.57 - 477,857,713.55 639,411,459.37 651,338,654.18 3,923,732,265.63
Changes in accounting policies - - - - - - - - - - - -
Correction of accounting errors - - - - - - - - - - - -
Business combination of entities under common controls
- - - - - - - - - - - -
Others - - - - - - - - - - - -
Balance at Jan. 1, 2014 934,916,069.00 - - - 1,232,879,238.10 - -12,670,868.57 - 477,857,713.55 639,411,459.37 651,338,654.18 3,923,732,265.63
Movement for the Year 2014 - - - - -109,835,837.99 - - - 10,277,875.61 5,679,498.61 66,525,955.37 -27,352,508.40
I. Total comprehensive income - - - - - - - - - 53,354,016.90 -40,260,183.75 13,093,833.15
II. Capital contribution and withdrawal by owners
- - - - - - - - - - - -
-Capital contribution - - - - - - - - - - - -
-Capital contributed by other equity instruments holders
- - - - - - - - - - - -
-Share-based payments recognized in owner's equity
- - - - - - - - - - - -
-Others - - - - - - - - - - - -
III. Profit distribution - - - - - - - - 10,277,875.61 -47,674,518.29 -2,641,860.88 -40,038,503.56
-Reclassification to surplus reserve - - - - - - - - 10,277,875.61 -10,277,875.61 - -
-Distribution to owners - - - - - - - - - -37,396,642.68 -2,641,860.88 -40,038,503.56
-Others - - - - - - - - - - - -
IV. Reclassification - - - - - - - - - - - -
-Capitalized capital reserve - - - - - - - - - - - -
-Capitalized surplus reserve - - - - - - - - - - - -
-Surplus reserve used to make up losses
- - - - - - - - - - - -
-Others - - - - - - - - - - - -
V. Special reserve - - - - - - - - - - - -
-Appropriation of special reserve - - - - - - - - - - - -
9
-Usage of special reserve - - - - - - - - - - - -
VI. Others - - - - -109,835,837.99 - - - - - 109,428,000.00 -407,837.99
Balance as at Dec. 31, 2014 934,916,069.00 - - - 1,123,043,400.11 - -12,670,868.57 - 488,135,589.16 645,090,957.98 717,864,609.55 3,896,379,757.23
The accompanying notes form part of the financial statements Legal Representative: Chief Financial Officer: Head of Accounting Department:
SYP GLASS GROUP CO., LTD. THE COMPANY STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31
st, 2015
(All amounts in RMB unless otherwise stated)
Items
For the Year Ended December 31st, 2015
Share Capital
Other Equity Instruments Capital Surplus
Less: Treasury shares
Other Comprehensive
Income
Special reserve
Surplus reserve Unappropriated
profits Total Owner's
Equity Preferred
Stock Sustainable
debt Others
Balance as at Dec. 31, 2014 934,916,069.00 - - - 1,101,403,381.86 - -12,670,868.57 - 488,135,589.16 409,333,789.23 2,921,117,960.68
Changes in accounting policies - - - - - - - - - - -
Correction of accounting errors - - - - - - - - - - -
Others - - - - - - - - - - -
Balance at Jan. 1, 2015 934,916,069.00 - - - 1,101,403,381.86 - -12,670,868.57 - 488,135,589.16 409,333,789.23 2,921,117,960.68
Movement for the Year 2015 - - - - - - - - 4,068,679.11 17,919,790.64 21,988,469.75
I. Total comprehensive income - - - - - - - - - 40,686,791.13 40,686,791.13
II. Capital contribution and withdrawal by owners
- - - - - - - - - - -
-Capital contribution - - - - - - - - - - -
-Capital contributed by other equity instruments holders
- - - - - - - - - - -
-Share-based payments recognized in owner's equity
- - - - - - - - - - -
-Others - - - - - - - - - - -
III. Profit distribution - - - - - - - - 4,068,679.11 -22,767,000.49 -18,698,321.38
-Reclassification to surplus reserve - - - - - - - - 4,068,679.11 -4,068,679.11 -
-Distribution to owners - - - - - - - - - -18,698,321.38 -18,698,321.38
-Others - - - - - - - - - - -
IV. Reclassification - - - - - - - - - - -
-Capitalized capital reserve - - - - - - - - - - -
10
-Capitalized surplus reserve - - - - - - - - - - -
-Surplus reserve used to make up losses
- - - - - - - - - - -
-Others - - - - - - - - - - -
V. Special reserve - - - - - - - - - - -
-Appropriation of special reserve - - - - - - - - - - -
-Usage of special reserve - - - - - - - - - - -
VI. Others - - - - - - - - - - -
Balance as at Dec. 31, 2015 934,916,069.00 - - - 1,101,403,381.86 - -12,670,868.57 - 492,204,268.27 427,253,579.87 2,943,106,430.43
The accompanying notes form part of the financial statements Legal Representative: Chief Financial Officer: Head of Accounting Department:
SYP GLASS GROUP CO., LTD. THE COMPANY STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31
st, 2015
(All amounts in RMB unless otherwise stated)
Items
For the Year Ended December 31st, 2014
Share Capital
Other Equity Instruments Capital Surplus
Less: Treasury shares
Other Comprehensive
Income
Special reserve
Surplus reserve Unappropriated
profits Total Owner's
Equity Preferred
Stock Sustainable
debt Others
Balance as at Dec. 31, 2013 934,916,069.00 - - - 1,123,095,192.77 - -12,670,868.57 - 477,857,713.55 354,229,551.40 2,877,427,658.15
Changes in accounting policies - - - - - - - - - - -
Correction of accounting errors - - - - - - - - - - -
Others - - - - - - - - - - -
Balance at Jan. 1, 2014 934,916,069.00 - - - 1,123,095,192.77 - -12,670,868.57 - 477,857,713.55 354,229,551.40 2,877,427,658.15
Movement for the Year 2014 - - - - -21,691,810.91 - - - 10,277,875.61 55,104,237.83 43,690,302.53
I. Total comprehensive income - - - - - - - - - 102,778,756.12 102,778,756.12
II. Capital contribution and withdrawal by owners
- - - - -21,691,810.91 - - - - - -21,691,810.91
-Capital contribution - - - - -21,691,810.91 - - - - - -21,691,810.91
-Capital contributed by other equity instruments holders
- - - - - - - - - - -
-Share-based payments recognized in owner's equity
- - - - - - - - - - -
-Others - - - - - - - - - - -
III. Profit distribution - - - - - - - - 10,277,875.61 -47,674,518.29 -37,396,642.68
11
-Reclassification to surplus reserve
- - - - - - - - 10,277,875.61 -10,277,875.61 -
-Distribution to owners - - - - - - - - - -37,396,642.68 -37,396,642.68
-Others - - - - - - - - - - -
IV. Reclassification - - - - - - - - - - -
-Capitalized capital reserve - - - - - - - - - - -
-Capitalized surplus reserve - - - - - - - - - - -
-Surplus reserve used to make up losses
- - - - - - - - - - -
-Others - - - - - - - - - - -
V. Special reserve - - - - - - - - - - -
-Appropriation of special reserve
- - - - -
- - - - - -
-Usage of special reserve - - - - - - - - - - -
VI. Others - - - - - - - - - - -
Balance as at Dec. 31, 2014 934,916,069.00 - - - 1,101,403,381.86 - -12,670,868.57 - 488,135,589.16 409,333,789.23 2,921,117,960.68
The accompanying notes form part of the financial statements Legal Representative: Chief Financial Officer: Head of Accounting Department:
12
1 COMPANY BACKGROUND
1.1 Company Background
SYP Glass Group Co., Ltd. (hereafter "the Company") was approved to be incorporated by the Ministry
of Foreign Trade and Economics Co-operations with document No. WJMZ (1983)11 on June 7th, 1983. After restructure, the Company issued shares by public offering, the domestic shares (hereafter "A shares") and domestically listed foreign shares ("B shares") to the public, as approved by the relevant department in September 1993. Both shares have been listed in Shanghai Stock Exchange for public trading since January 28th, 1994. The registered capital of the Company is RMB 731,250,082.00 by far, with A shares representing 74.36% of the registered capital and B shares representing 25.64%. The Company issued non-public RMB common shares this year as approved by China Securities Regulatory Commission with document Regulatory Permission [2013] No. 1455. Thus the registered capital was increased by RMB 203,665,987.00. The registered capital of the Company is RMB 934,916,069.00 by far, with A shares representing 79.94% of the registered capital and B shares representing 20.06%. The capital contribution was verified by Shanghai Zhonghua Certified Public Accountants (now named as Zhonghua Certified Public Accountants) as at December 30th, 2013 with Capital Verification Report (2014) No.5736. The company exchanged business licence by the Shanghai Administration of Industry and Commerce in January 6th, 2016, and Unified social credit code is 91310000607210186Q. The registered address of the Company and its business address is Building No. 4-5, 1388 Zhangdong Road, Pudong New Area, Shanghai. The Company and its subsidiaries ("the Group") are mainly engaged in production and sales of clear float glass, tinted float glass and deep processing of products, sales of self-produced products (related to license by virtue of the business license).The major products of the Group include float glass, processed glass and automobile glass. Shanghai Building Materials (Group) Corporation, ultimately controlled by Shanghai Guosheng Group Co., Ltd., was the investor holding the greatest proportion of shares in the Company. The financial statements shall be disclosed in March 29th, 2016, which has been approved by the Board.
13
1 COMPANY BACKGROUND(CONTINUED)
1.2 19 Subsidiaries were consolidated by the parent company:
Full name of subsidiaries Type of subsidiaries Levels
Tianjin SYP Engineering Glass Co., Ltd. wholly-owned Level 3
Jiangsu Pilkington SYP Glass Co., Ltd. Partially-owned Level 2
Changshu SYP Special Glass Co., Ltd. wholly-owned Level 2
Jiangsu Huadong SYP Glass Co., Ltd. wholly-owned Level 2
Jiangmen SYP Engineering Glass Co., Ltd. wholly-owned Level 3
Glasslink Limited wholly-owned Level 2
Tianjin Pilkington SYP Glass Co., Ltd. wholly-owned Level 3
Chongqing SYP Engineering Glass Co., Ltd. wholly-owned Level 2
Shanghai SYP Building Glass Co., Ltd. Partially-owned Level 2
Shanghai SYP Engineering Glass Co., Ltd. wholly-owned Level 3
Guangdong SYP Glass Co., Ltd. wholly-owned Level 3
Tianjin SYP Glass Co., Ltd. Partially-owned Level 2
Shanghai SYP Kangqiao Auto Glass Co., Ltd. Partially-owned Level 2
Wuhan SYP Kangqiao Auto Glass Co., Ltd. wholly-owned Level 3
Yizheng SYP Auto Glass Co., Ltd wholly-owned Level 3
Shanghai SYP Shijin Paste Glass Co., Ltd. Partially-owned Level 3
Shanghai SYP Investment Co., Ltd. wholly-owned Level 2
Shanghai SYP Chengding Investment Partnership
(Limited Partnership)
Partially-owned Level 3
2 Basis of preparation
2.1 Basis of preparation The Company shall, on the basis of continuous operation, recognize and measure the actually occurred
transactions and events according to the Accounting Standards for Enterprises-Basic Standards and the provisions of other accounting standards, and then prepare financial statements.
2.2 Continuous operation
The going concern assumption of the company is appropriate in the twelve months from the end of the
reporting period assessed by the company; there is no significant doubt factor upon the company’s ability to continue as a going concern.
14
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
3.1 Statement of compliance with the Accounting Standards of Business Enterprises The financial statements prepared by the Company fairly, in all material respects, present the financial
position of the Company as of December 31st, 2015, and its financial performance, its change of owner’s
equity and its cash flows for the year ended in accordance with Accounting Standards for Business
Enterprises.
3.2 Accounting period The accounting year of the Company coincides with calendar year, i.e., from 1 January to 31st December on
the Gregorian calendar.
3.3 Functional currency The functional currency is Renminbi (RMB).
3.4 Business combination 3.4.1 Business combination of entities under common controls A business combination involving entities or businesses under common control is a business combination
in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.
The long-term equity investment shall be initially measured at the carrying amount of the net assets
obtained by the acquirer through the transfer of the consideration in a business combination (for example, cash, non-monetary assets or liabilities assumed by the acquirer). As for the balance between the carrying amount of the net assets obtained by the acquirer and the carrying amount of the consideration paid by it, the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted. Costs directly attributable to business combination are recorded into the profits and losses once incurred.
If the consideration of the combination is satisfied by the issue of equity securities, the initial investment
cost of the long-term equity investment shall be the absorbing party’s share of the owners equity of the
party being absorbed in the consolidated financial statements of the ultimate controlling party at
combination date, The aggregate face value of the shares issued shall be accounted for as share capital.
The difference between the initial investment cost and the aggregate face value of the shares issued shall
be adjusted to capital reserve. If the balance of capital reserve is not sufficient, any excess shall be
adjusted to retain earnings.
The audit, legal, valuation and consulting fees, other intermediary fees, and related administrative fees
paid by the absorbing party or acquirer for the business combination, shall be recognized in profit or loss as incurred.
15
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.4 Business combination(Contiune)
3.4.2 Business combination of entities not under common controls A business combination of entities or businesses not under common control is a business combination in
which none of the combining entities or businesses is ultimately controlled by the same party or parties both before and after the business combination.
In a business combination achieved in one stage, the cost of combination obtained by the acquirer are
measured at the acquisition-date fair value of the assets transferred by the acquirer, liabilities assumed or incurred by the acquirer and equity instruments issued by the acquirer in exchange of control of an acquiree. In a business combination achieved in stages, the cost of combination is the accumulating costs for each individual acquisition. Such costs as audit, legal, advisory and other professional fees that directly attributable to business combination are included in the profits and losses once incurred. Transaction costs attributed to issue equity securities or debt securities for business combination are recorded into initial recognition amounts of equity securities or debt securities.
The cost of combination and identifiable net assets obtained by the acquirer in a business combination are
measured at the fair value at the acquisition date. The excess of the cost of acquisition over the Group’s share of the fair value of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Company’s share of fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement.
3.4.3 Exercising control over an investee not under common control due to additional investment or other reasons.
In stand-alone financial statements, the investor shall change to the cost method and use the carrying
amount of the previously-held equity investment, together with the additional investment cost, as the initial investment cost under the cost method. When the previously-held equity investment is accounted for under the equity method, any other comprehensive income previously recognized shall be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities. For the previously-held equity investment which was accounted for in accordance with “Accounting Standard for Business Enterprises No.22- Financial Instrument: Recognition and Measurement”, the accumulated changes in fair value included in other comprehensive income shall be transferred to profit or loss for the current period upon commencement of the cost method.
When preparing the consolidated financial statements, the acquirer shall remeasured its previously held
equity interest in the acquirer to its fair value at the acquisition date, the difference between the fair value and the carrying amount shall be recognized as investment income for the period when the acquisition take place. When the previously-held equity investment is accounted for under the equity method, any other comprehensive income previously recognized in relation to the acquiree’s equity changes shall be transferred to profit or loss for the current period when the acquisition takes place.
3.5 Basis of preparation of consolidated financial statements 3.5.1 Scope of consolidation The scope of consolidation includes the Company and all of its subsidiaries. The scope of consolidated
financial statements shall be determined on the basis of control.
16
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.5 Basis of preparation of consolidated financial statements(Continued) 3.5.2 The basis of control Control exists when the investor has all the following: power over the investee; exposure, or rights to
variable returns from its involvement with the investee; and the ability to use its power over the investee to affect the amount of the investor’s returns. Relevant activities refer to activities of the investee that significantly affect the investee’s returns.
3.5.3 Decision-maker and agent An agent only exercises its decision-making rights on behalf the principals and therefore does not control
the investee. When an investor delegates its decision-making authority to an agent on relevant activities of the investee, the investor shall treat the decision-making rights delegated to its agent as held by the investor directly.
A decision maker shall consider the overall relationship between itself, the investee and other investors
involved with the investee in determining whether it is an agent.
1)When a single party holds substantive rights to remove the decision maker without cause, the decision maker is an agent.
2)Except in the situation in(1), a decision maker shall consider: The scope of its decision-making authority over the investee; the substantive rights held by other parties; the remuneration of the decision maker; and the decision maker’s exposure to variability of returns from other interests that it holds in the investee.
3.5.4 Investment entity
A parent is an investment entity when all of the following conditions are satisfied:
1)The company obtains fund from one or more investors for the purpose of providing the investors with investment management services;
2)The company's business purpose is to invest funds solely for returns from capital appreciation, investment income or both for its investors;
3)The company measures and evaluates the performance of substantially all of its investments on a fair value basis.
A parent that is an investment entity usually has all of the following characteristics:
1)it has more than one investment;
2)it has more than one investor;
3)it has investors that are not related parties of the entity;
4)it has ownership interests in the form of equity or similar interests. If the parent is an investment entity, it shall only consolidate the subsidiary (if any) that provides relevant
services that relate to its investment activities and prepare consolidated financial statements. Other subsidiaries shall not be consolidated. Instead, the parent shall measure its investment in other subsidiaries at fair value through profit of loss.
A parent, which itself is not an investment entity, of an investment entity shall consolidate all entities that
it controls, including those indirectly controlled through an investment entity subsidiary.
17
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.5 Basis of preparation of consolidated financial statements(Continue) 3.5.5 Consolidation procedures When the accounting policies of its subsidiaries are different from those of the parent, the parent shall
make necessary adjustments to the financial statement of the subsidiary based on its own accounting policies, or require the subsidiary to prepare another set of financial statements in accordance with the parent’s accounting policies.
The consolidated balance sheet, consolidated income statement, consolidated cash flow statement and
consolidated statement of changes in owners’ equity shall be prepared by the parent by combining the balance sheets of the parent and its subsidiaries after eliminating the effects of intergroup transactions, i.e. transactions between the parent and its subsidiaries and transactions between subsidiaries ,on the consolidated balance sheet.
Unrealized profits and losses resulting from the sale of assets by the parent to its subsidiaries shall be
fully eliminated against “net profit attributable to owners of the parent”. Unrealized profits and losses resulting from the sale of assets by a subsidiary to the parent shall be eliminated and allocated between “net profits attributable to owners of the parent” and “non-controlling interests” in accordance with the allocation proportion of the parent in the subsidiary. Unrealized profits and losses resulting from the sale of assets by one subsidiary to another shall be eliminated and allocated between “net profits attributable to owners of the parent” and “non-controlling interests” in accordance with the allocation proportion of the parent in the subsidiary making the sale.
That portion of a subsidiary’s equity that is not attributable to the parent shall be treated as non-controlling interests and presented as non-controlling interests and presented as “on-controlling interests” in the consolidated balance sheet within owners’ equity. That portion of net profits and losses of subsidiaries for the period attributable to non-controlling interests shall be presented in the consolidated income statement below the “net profit “line item as” non-controlling interests”. That portion of the comprehensive income of subsidiaries for the period attributable to non-controlling interests shall be presented in the consolidated income statement below the “total comprehensive income” line item as “total comprehensive income attributable to non-controlling interests”. If there are non-controlling shareholders, “non-controlling interests” shall be separately presented in the consolidated statement of changes in owners’ equity to reflect the movements of non-controlling interests in equity. When the amount of loss for the current period attributable to the non-controlling shareholders of a subsidiary exceeds the non-controlling shareholders’ portion of the opening balance of owners’ equity of the subsidiary, the excess shall be allocated against the non-controlling interests.
When preparing the consolidated balance sheet, if the parent has acquired a subsidiary or business
during the reporting period through a business combination involving enterprises under common control, the opening balances of the consolidated balance sheet shall be adjusted for that subsidiary or business, the subsidiary’s revenue, expenses and profit, from the beginning to the end of the reporting period in which the combination takes places, shall be included in the consolidated income statement. The cash flow of the subsidiary or business, from the beginning to the end of reporting period in which the combination takes places, shall be included in the consolidated cash flow statement. In addition, relevant items in the comparative statement shall be adjusted as if the reporting entity after the combination has been in existence since the date the ultimate controlling party first obtained control.
18
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.5 Basis of preparation of consolidated financial statements(Continue) 3.5.5 Consolidation procedures(continue) If a subsidiary or business has been acquired through a business combination not involving enterprises
under common control, or by other means, the opening balances of the consolidated balance sheet shall not be adjusted for the subsidiary or business, the revenue, expenses and profits of that subsidiary or business from the acquisition date to the end of the reporting period shall be included in the consolidated income statement. The cash flows of that subsidiary or business, from the acquisition date to the end of reporting period, shall be included in the consolidated cash flow statement.
When preparing the consolidated balance sheet, if the parent has disposed of a subsidiary or business
during the reporting period, the opening balances of the consolidated balance sheet shall not be adjusted for the subsidiary or business, the revenue, expenses and profit of that subsidiary or business, from the beginning of the reporting period to the date of disposal, shall be included in the consolidated income statement, the cash flows of that subsidiary or business, from the beginning of the reporting period to the date of disposal, shall be included in the consolidated cash flow statement.
3.5.6 Accounting treatment for special transactions 3.5.6.1 Acquire a subsidiary’s equity interest held by non-controlling shareholders The difference between the increase in the cost of long-term equity investments as a result of acquisition
of non-controlling interests and the share of net assets of the subsidiary calculated continuously from the acquisition date or the combination date based on the new shareholding proportion shall be adjusted to the capital reserve (capital premium or share premium) in the consolidated financial statements. If the balance of the capital reserve is not sufficient, any excess shall be adjusted against retained earnings.
3.5.6.2 Dispose of a portion of the long-term equity investments in a subsidiary without loss of control. When the parent disposes of a portion of the long-term equity investments in a subsidiary without loss of
control, the difference between the amount of the consideration received and the corresponding portion of net assets of the subsidiary calculated continuously from the acquisition date or the combination date related to the disposal of the long-term equity investments shall be adjusted to the capital reserve (capital premium or share premium) in the consolidated financial statements. If the balance of the capital reserve is not sufficient, any excess shall be adjusted against retained earnings.
3.5.6.3 Lose control of an investee due to the disposal of a portion of an equity investment or other
reason, accounting treatment for the remaining equity investment. The remaining equity investment shall be re-measured at its fair value in the consolidated financial
statements at the date when control is lost. The difference between the total amount of consideration received from the transaction that resulted in the loss of control and the fair value of the remaining equity investment and the share of net assets of the former subsidiary calculated continuously from the acquisition date or the combination date based on the previous shareholding proportion, shall be recognized as investment income for the current period when control is lost, and the goodwill related to the subsidiary shall also be derecognized. The amount previously recognized in other comprehensive income in relation to the former subsidiary’s equity investment should be transferred to investment income for the current period when control is lost.
19
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.5 Basis of preparation of consolidated financial statements(Continue) 3.5.6.4Lose control of a subsidiary in multiple transactions in which it dispose of its subsidiary in stages,
and each of the multiple transactions forms part of a bundled transaction which eventual result in loss of control of the subsidiary
These multiple transactions should be accounted for as a single transaction. In the consolidated financial
statements, the difference between the consideration received and the corresponding portion of the subsidiary’s net assets in each transaction prior to the loss of control shall be recognized in other comprehensive income and transferred to the profit or loss when the parent eventually loses control of the subsidiary.
3.6 Classification of a joint arrangement and Accounting by parties to a joint operation 3.6.1 Classification of a joint arrangement A joint arrangement is classified as either a joint operation or a joint venture. 3.6.2 Accounting by parties to a joint operation A joint operator shall recognize the following items in relation to its interest in a joint operation, and
account for them in accordance with relevant accounting standards:
I)its solely-hold assets, and its share of any assets held jointly;
ii)its solely-assumed liabilities, and its share of any liabilities incurred jointly;
iii)its revenue from the sale of its share of the output arising from the joint operation;
iv)its share of the revenue from the sale of the output by the joint operation;
v)its solely-incurred expenses, and its share of any expenses incurred jointly. 3.6.2 Accounting by parties to a joint operation When a joint operator enters into a transaction with a joint operation, such as a sale of contribution of
assets (except assets that constitute a business), the joint operator shall recognize gains or losses resulting from such a transaction only to the extent of the other parties’ interests in the joint operation before the sale of those assets to a third party by the joint operation. When those assets to be sold or contributed incur an impairment loss as defined in” Accounting Standard for Business Enterprises No.8- Impairment of Assets” and other relevant accounting standards, those losses shall be recognized fully by the joint operator
When a joint operator enters into a transaction with a joint operation, such as a purchase of
assets( except assets that constitute a business), the joint operator shall recognize gains or losses resulting from such a transaction only to the extent of the other parties’ interests in the joint operation until it resells those assets to a third party. When those assets to be purchased incur an impairment loss as defined in” Accounting Standard for Business Enterprises No.8- Impairment of Assets” and other relevant accounting standards, those joint operator shall recognize its share of those losses.
For a party that participates in, but does not have joint control of, a joint operation, if that party has
rights to the assets, and obligations for the liabilities, relating to the joint operation, it shall account for its interest in the arrangement in accordance with former treatment, otherwise, if that party has neither rights to the assets not obligations for the liabilities relating to the joint operation, it shall account for its interest in the joint operation in accordance with the relevant accounting standards.
20
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.7 Cash and cash equivalent Cash presented in the cash flow statements comprise cash in hand and deposits held at call with bank,
and cash equivalent refer to short-term and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
3.8 Foreign currency transactions and translations
3.8.1 Foreign currency transactions On the initial recognition, foreign currency transactions are translated into RMB by applying an exchange
rate that approximates the actual spot exchange rate at the dates of transactions. At the balance sheet date, foreign currency monetary items are translated into RMB using the spot
exchange rate at that date. Exchange differences arising from the differences between the spot exchange rate prevailing at the balance sheet date and those spot rates used on the initial recognition are recognized in profit and loss for the current period, except for exchange differences arising from foreign exchange borrowings that have been taken out specially for the acquisition and construction or production of qualifying assets, which are capitalized as part of the cost of those assets. Non-monetary items carried at historical cost continue to be measured at the amounts in functional currency translated using the spot exchange rate at the date of the transactions.
3.8.2 Foreign currency translations The asset and liability items in the balance sheets for foreign operation are translated at the spot
exchange rate on the balance sheet date. Among the owner’s equity items, the items other than “undistributed profits” are translated at the spot exchange rate of the transaction date. The income and expense items in the income statements of overseas businesses are translated at the spot exchange rate of the transaction date. The differences arising from the above translation are presented separately in the owner’s equities. The cash flows of overseas businesses are translated at the spot exchange rate on the date of the cash flows. The effect of exchange rate changes on cash is presented separately in the cash flow statement.
3.9 Financial instruments
3.9.1 Recognition and de-recognition of financial instruments Financial assets or liabilities are recognized on the balance sheet when the Company becomes a party
to the contractual provisions of the financial instrument. Financial assets are derecognized when: I) the contractual rights to receive the cash flows from the
financial assets have expired; or II) all substantial risks and rewards of ownership of the financial assets have been transferred with compliance to the de-recognition criteria of Accounting Standards of Business Enterprises No. 23 - Transfer of Financial Assets.
A financial liability (or a part of financial liability) is derecognized when and only when the obligation specified in the contract is discharged or cancelled.
21
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.9 Financial instruments(Continue) 3.9.2 Classification of financial assets On the initial recognition, financial assets are classified into the following categories: financial assets "at
fair value through profit or loss" (FVTPL), loans and receivables, available-for-sale financial assets and held-to-maturity investments. The classification of financial assets depends on the Company’s intention and ability to hold the financial assets.
i. Financial assets at FVTPL Financial assets are classified as at FVTPL where the financial assets are acquired principally for the
purpose of selling in the near future and are presented as held-for-trading financial assets on the face of the balance sheet.
ii. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market, including accounts receivable, other receivables and long-term receivables.
iii. Available-for-sale financial assets Available-for-sale financial assets are those non-derivative financial assets that are designated as
available-for-sales at initial recognition or are not classified as financial assets at FVTPL, loans and receivables or held-to-maturity investments. The available-for-sale financial assets that are intended to be sold within 12 months subsequent to the balance sheet date are recorded under non-current assets due within 1 year on the face of the balance sheet.
iv. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments
and fixed maturities that the Company has the positive intention and ability to hold to maturity. The held-to-maturity investments that are expected to mature within 12 months subsequent to the balance sheet date are presented as non-current assets due within 1 year on the face of the balance sheet.
22
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.9 Financial instruments(Continue) 3.9.3 Measurement of financial assets Financial assets are recognized at fair value on the balance sheet when the Company becomes a party
to the contractual provisions of the financial instrument. Transaction costs of financial assets carried at FVTPL are expensed in the income statement; Transaction costs of other financial assets are included in financial assets at initial recognition.
Financial assets carried at FVTPL and available-for-sale financial assets are subsequently measured at
fair value. Investments in equity instruments are measured at cost when they do not have a quoted market price in an active market and whose fair value cannot be reliably measured. Loans and receivables are measured at amortized cost using the effective interest method.
Financial assets carried at FVTPL are subsequently measured at fair value, with gains or losses arising
from changes in fair value as well as dividends and interest income related to such financial assets recognized in profit or loss for the current period.
A gain or loss arising from change in fair value of an available-for-sale financial asset is recognized
directly in equity, except for impairment losses and foreign exchange gains and losses arising from the translation of monetary financial assets. When such financial asset is derecognized, the cumulative gain or loss previously recognized in equity is recognized in income statement. Interest on available for sale debt instrument, calculated using effective interest method, and cash dividends declared by the investee on available-for-sale equity instruments are recognized as investment income in income statement.
3.9.4 Recognition and measurement of the transfer of financial assets The company has transferred nearly all of the risks and rewards related to ownership of the financial
asset to the transferee, derecognize the financial asset; kept nearly all of the risks and rewards, not derecognize the financial asset.
The overall transfer of financial assets to meet the conditions of the termination of the confirmation,
the difference amount between the following items shall be included in the current profits and losses:
1)The book value of the transferred financial asset;
2)The total amount between the price received from the transfer and the cumulative amount of change in fair value which originally direct recorded in the owner's equity (involving the transferred financial assets are available for sale financial assets). Obtains a new financial asset or undertakes a new financial liability Due to the transfer of a financial asset, recognising the financial assets or financial liabilities at fair value on the date of transfer(including call options, put options, forward contracts, swaps, debt guarantees, etc.), and the net financial assets after deducting liabilities as part of the above price. The company signed service contracts with the transferee of the financial asset to provide related services (including collection of cash flow from the financial asset and deliverived the cash flow to the designated depository of funds, etc.) to confirm a service asset or liability on the contacts. The service liability shall be initially measured at fair value and trading as part of the price.
23
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.9 Financial instruments(Continued) Transferring part of financial assets meet the conditions of termination of recognition, the entire book
value of the transferred financial asset shall allocated between the fair value of the part ended and the part that is not terminated (in this case, the service shall be deemed as a part of the assets of financial assets not terminated) and the difference amount between the following items shall be included in the current profits and losses: 1) Book value of the terminated part; 2) Price of the terminated part and the corresponding part of the cumulative amount of changes in fair value which recorded directly in owners’ equity (involving the transfer of financial assets available for sale financial assets and the situation). The accumulative amount of the changes in fair value recognized directly in owners' equity in the corresponding part of the amount in accordance with the termination of recognition, according to the apportionment of the accumulative amount determined between the fair values of financial assets terminated recognition part and not terminated recognition part.
3.9.5Classification of financial liabilities Financial liabilities are classified into the following categories at initial recognition: the financial liabilities
at FVTPL and other financial liabilities. Financial liabilities are classified at FVTPL where the financial liabilities are either held for trading or they are designated at FVTPL.
3.9.6 Measurement of financial liabilities Financial liabilities are recognized at fair value on the balance sheet when the Company becomes a party
to the contractual provisions of the financial instrument. Transaction costs of financial liabilities carried at FVTPL are expensed in the income statement; Transaction costs of other financial liabilities are included in financial liabilities at initial recognition.
Financial liabilities carried at FVTPL are subsequently measured at fair value without consideration of the
possible transaction costs arising from the settlement of financial liabilities in the future. Other financial liabilities are measured subsequently at amortized cost using the effective interest method.
3.9.7 Determination of financial assets and financial liabilities’' fair value The fair value of a financial instrument that is traded in an active market is determined at the quoted
price in the active market. The fair value of a financial instrument for which the market is not active is determined by using a valuation technique. Valuation techniques include using prices of recent market transactions between knowledgeable, willing parties, reference to the current fair value of another financial asset that is substantially the same with this instrument, discounted cash flow analysis and option pricing models.
3.9.8 Impairment of financial assets and accounting methods The Company assesses the carrying amount of financial assets other than financial assets at FVTPL at
each balance sheet date. If there is objective evidence that the financial asset is impaired, the Company shall determine the amount of any impairment loss accounts.
If an impairment loss on a financial asset carried at amortized cost has been incurred, the amount of loss is measured at the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). If there is objective evidence that the value of the financial asset recovered and the recovery can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed and the amount of reversal is recognized in income statement.
24
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.9 Financial instruments When the fair value of available-for-sale financial assets decreases substantially or not temporarily, the
cumulative loss that had been recognized in other comprehensive income shall be reclassified from equity to profit or loss as an impairment loss. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss shall be reversed, with the amount of the reversal recognized in profit or loss. Impairment losses recognized in profit or loss for an investment in an equity instrument classified as available for sale shall be reversed directly through equity. Impairment losses recognized in profit or loss for investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured shall not be recovered, even if the fair value of such investment increases in the future periods.
Impairment criteria for available for sale financial assets - equity investment:
The specific quantitative criteria for “severe” or “non-temporary decline” of changes of the fair value
If the fair value of the equity instruments at the balance sheet date is lower than its initial investment cost over 50% (including 50%) or less than the initial investment cost lasts for more than a year (including one year), it indicates that the equity investment become impaired; If the fair value of the equity instruments at the balance sheet date is lower than its initial investment cost over 20% (including 20%) but have not yet reached 50%, the company will consider other factors such as price volatility to judge whether the equity instrument investment impaired.
Cost calculation method Determined according to the initial acquisition costs deducted recovered cost amount, amortized amount and the losses already included in the profit and loss.
Method for determining the fair value of the available for sale financial assets
Determined according the final closing price of the securities exchange, unless the available for sale equity instrument investment has restricted period. For these available for sale equity instrument investment with restricted period, impairment amount shall be determined by the final closing price of the securities exchange market deducted the compensation for the market participants due from the risk to bear a specified period sold on the open market.
3.10 Receivables 3.10.1 Receivables that are individually significant and provided for provision separately
The justification and standard for receivables that are individually significant
Accounts receivable or other receivables exceeding RMB 5 million individually.
The method of provision for impairment of receivables that are individually significant
Receivables that are individually significant are subject to separate impairment assessment. A provision for impairment of the receivable is recognized if there is objective evidence that the Company will not be able to collect the full amounts according to the original terms. The provision for impairment of the receivable is established at the difference between the carrying amount of the receivable and the present value of estimated future cash flows.
25
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.10 Receivables
3.10.2 Receivables that are provided for provision on a basis of group
Basis on determining the portfolios are as below
Portfolio 1 Receivable based on aging analysis without individual confirmation.
Portfolio 2 Receivable based on specific identification method.
Methods for provision on a basis of portfolio
Portfolio 1 Aging analysis
Portfolio 2 Specific identification method
Portfolios that aging analysis is used for provision as follows::
Aging
Percentage of provision for accounts receivable
Percentage of provision for other receivables
1-6months 2% 2%
7-12months 5% 5%
1-2years 10% 10%
2-3years 20% 20%
3-4years 30% 30%
4-5years 60% 60%
Above 5 years 100% 100%
Portfolios that specific identification method is used for provision as follows:
Portfolio Notes
Portfolio 2 The risk of receivables of part of the deposit and the scope of consolidation to related parties were significantly lower than other categories of portfolio should be combined the impairment test separately.
3.10.3 Receivables that are not individually significant but provided for provision separately
The reasons why specific provisions are applied
There is objective evidence that the Company will not be able to collect the full amounts according to the original terms, and the present value of future cash flows is more likely than not to be lower than the carrying amount of the receivable.
The method of provision for impairment of receivables
The provision for impairment of the receivable is established at the difference between the carrying amount of the receivable and the present value of estimated future cash flows.
26
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.11 Inventories 3.11.1 Classification of inventories Inventories of the Company includes merchandises, raw material, work-in-progress, finished goods,
low-value consumables, packaging material, turnover materials, goods in transit and consigned materials, presented at the lower of cost and net realizable value.
3.11.2 Inventory costing method Cost is determined using weighted average method upon delivery of inventories. The cost of finished
goods and work in progress comprises raw materials, direct labor and an allocation of all production overhead expenditures incurred based on normal operating capacity. Turnover materials include low-value consumables and packing materials.
3.11.3 The determination of net realizable value and the method of provision for impairment of
inventories The excess of cost over the net realizable value is generally recognized as provision for decline in value of
inventories in the profit or loss. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes. Net realizable value is determined on the basis of clear evidence obtained, and takes into consideration the purposes of inventories being held and effect of post balance sheet events.
For the production of the materials held in its production, the net realizable value of the finished products
is higher than the cost, the material is still in accordance with the cost measurement; decline of the price of materials indicates that the net realizable value of the finished product is lower than the cost, the materials according to the measurement of net realizable value.
The net realizable value of inventory held for the execution of sales contracts or labor contracts is
calculated based on the contract price. Inventories more than the number of the sales contract order quantity, the excess part of the net realizable value of inventories shall be calculated based on general sale price.
3.11.4 Inventory system The Company adopts the perpetual inventory system. 3.11.5 Low-value consumption goods and package material amortization method Low-value consumption goods and package materials are applying one-off amortization method.
3.12 Holding-for-sale assets The following conditions are met simultaneously shall be recognized holding-for-sale assets:
1) The assets must be in its current condition based only on the sale of such assets are usually available for immediate sale and terms;
2) The company has on the disposal of the asset resolution;
3) The company has signed an irrevocable transfer agreement with the transferee;
4) The transfer will be completed within one year.
27
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.13 Long-term equity investments 3.13.1 The judgment standard of common control and significant influence In accordance with the relevant agreement on a common control arrangement, and the arrangement
of activities must be sharing the right of control participants agreed to the decision, is regarded as a common control. If there are two or more than two parties to a combination of collective control arrangement, not identified as a common control.
The power to participate in making decisions on the financial and operating policies of the invested
entity, but is not able to control or joint control together with other parties to formulate these policies, identified as the implementation of major influence over the invested entity.
3.13.2 The determination of the cost of investment The long-term equity investment acquired through business combination is measured, on the initial
recognition, with reference to notes 3.4 Business combination of the financial report. The long-term equity investment acquired otherwise than through a business combination is initially measured at its cost, which comprises: i. the purchase price actually paid, if the long-term equity investment is acquired by payment in cash; initial investment cost also includes those costs, taxes and other necessary expenditures directly attributable to the acquisition of the long-term equity investment. ii. The fair value of the equity securities issued, if the long-term equity investment is acquired by issuing equity securities. The costs directly attributable to the issue of equity securities shall be determined in accordance with “Accounting Standard for Business Enter-prizes No.37-Financial Instruments: Presentation and Disclosures”. iii. the fair value of the assets given up, , if the long-term equity investment is acquired through non-monetary transactions, unless a) the exchange transaction lacks commercial substance or b) the fair value of neither the asset received nor the asset given up is reliably measured; the carrying amount of the assets given up less any transaction costs and tax charges, if a) the exchange transaction lacks commercial substance or b) the fair value of neither the asset received nor the asset given up is reliably measured. iv. The fair value of the long-term equity investment, if the long-term equity investment is acquired in a debt restructuring arrangement.
3.13.3 Subsequent measurement and recognition of related profit and loss 3.13.3.1 Subsequent measurement of cost method Where an investor is able to exercise control over an investee, the long-term equity investment shall be
accounted for using the cost method. Under the cost method, a long-term equity investment shall be measured at its initial investment cost. When additional investment is made or the investment is recouped, the cost of the long-term equity investment shall be adjusted accordingly. Cash dividends or profit distributions declared by the investee shall be recognized as investment income in the current period.
28
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.13 Long-term equity investments 3.13.3.2 Subsequent measurement of equity method A long-term equity investment in an associate or a joint venture shall be accounted for using the equity
method. Where the initial investment cost of a long-term equity investment exceeds an investor’s interest in the fair values of an investee’s identifiable net assets at the acquisition date, no adjustment shall be made to the initial investment cost. Where the initial investment cost is less than the investor’s interest in the fair values of the investee’s identifiable net assets at the acquisition date, the difference shall be credited to profit or less for the current period, and the cost of the long-term equity investment shall be adjusted accordingly.
After the investor has acquired a long-term equity investment, it shall recognize its share of the
investee’s net profits or losses, as well as its share of the investee’s other comprehensive income, as investment income or losses and other comprehensive income, and adjust the carrying amount of the investment accordingly, The carrying amount of the investment shall be reduced by the portion of any profit distributions or cash dividends declared by the investee that is attributable to the investor. The investor’s share of the investee’s owners’ equity changes, other than those arising from the investee’s net profit or loss, other comprehensive income or profit distribution, shall be recognized in the investor’s equity, and the carrying amount of the long-term equity investment shall be adjusted accordingly. The investor shall recognize its share of the investee’s net profits or losses after making appropriate adjustments based on the fair values of the investee’s identifiable net assets at the acquisition date. Where the accounting policies and accounting period adopted by the investee are not consistent with those used by the investor, the investor shall, using its own accounting policies and accounting period, adjust the relevant items of the financial statements of the investee, and recognize investment income or loss, other comprehensive income, and other related items, based on the adjusted financial statements of the investee.
The investor shall discontinue recognizing its share of the net losses of the investee after the carrying
amounts of the long-term equity investment together with any long-term interests that in substance form part of the investor’s net investment in the investee are reduced to zero, except to the extent that the investor has incurred obligations to assume additional losses. Where the investee makes net profits subsequently, the investor shall resume recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.
The unrealized profits or losses resulting from transactions between the investor and its associate or
joint venture shall be eliminated in proportion to the investor’s equity interest in the investee, based on which investment income or losses shall be recognized. Any losses resulting from transactions between the investor and the investee, which are attributable to asset impairment in accordance with “Accounting Standard for Business Enterprises No.8-Impairment of Assets” and other appropriate accounting standards shall be recognized in full.
One part of the equity investments in associates holding by risk investment institutions, mutual funds,
trust companies or investment linked insurance funds or similar body’s, regardless of whether the subject has a significant impact on this part of the investment, investors are in accordance with the relevant provisions of the financial policy to measure the indirect holding part of the investment at fair value and included the changes in profit and loss, and the remaining part using the equity method of accounting.
29
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.13 Long-term equity investments 3.13.3.3 Measurement of joint control or significant influence( but not control) over an investee due to
additional investment or other reasons When an investor becomes capable of exercising joint control or significant influence( but not control)
over an investee due to additional investment or other reasons, the investor shall change to the equity method and use the fair value of the previously-held equity investment determined in accordance with “Accounting Standard of Business Enterprises No.22-Financial Instruments: Recognition and Measurement”, together with additional investment cost, as the initial investment cost under the equity method. Where the previously- held equity investment is classified as available-for-sale financial assets, the difference between the fair value and carrying amount and the accumulated changes in fair value included in other comprehensive income shall be transferred to profit or loss for the current period upon commencement of the equity method.
3.13.3.4Partial disposal of equity investment When an investor can no longer exercise joint control of or significant influence over an investee due to
partial disposal of equity investment or other reasons, the remaining equity investment shall be accounted for in accordance with “Accounting Standard for Business Enterprises No.22-Financial Instruments: Recognition and Measurement”. The difference between the fair value and the carrying amount at the date of the loss of joint control or significant influence shall be charged to profit or loss for the current period. When the previously-held equity investment is accounted for under the equity method, any other comprehensive income previously recognized shall be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities for the current period upon discontinuation of the equity method.
When an investor can no longer exercise control over an investee due to partial disposal of equity
investment or other reasons, and with the retained interest, still has joint control of, or significant influence over, the investee, when preparing the individual financial statements, the investor shall change to the equity method and adjust the remaining equity investment as if the equity method had been applied from the date of the first acquisition. If the investor can not exercise joint control of or significant influence over the investee after partial disposal of equity investment, the remaining equity investment shall be accounted for in accordance with “Accounting Standard for Business Enterprises No.22-Financial Instruments: Recognition and Measurement”, and the difference between the fair value and carrying amount at the date of the loss of control shall be charged to profit or loss for the current period. The preparation of consolidated financial statements shall be performed in accordance with “Accounting Standard for Business Enterprises No.33-Consolidated Financial Statements”.
30
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.13 Long-term equity investments 3.13.3.5 Measurement of an equity investment, or a portion of an equity investment, in an associate or
a joint venture that is classified as held for sale An investor shall account for an equity investment, or a portion of an equity investment, in an associate
or a joint venture that is classified as held for sale in accordance with “Accounting Standard for Business Enterprises No.4-Fixed Assets”. Any retained portion of equity investment that has not been classified as held for sale shall be accounted for using the equity method. When an equity investment in an associate or a joint venture previously classified as held for sale no longer meets the criteria to be so classified, it shall be accounted for using the equity method retrospectively as from the date of its classification as held for sale. Financial statements for the periods since classification as held for sale shall be amended accordingly.
3.13.3.6 Disposal of long-term equity investment On disposal of a long-term equity investment, the difference between the proceeds actually received
and the carrying amount shall be recognized in profit or loss for the current period. For a long-term equity investment accounted for using the equity method, any other comprehensive income previously recognized shall be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities on a pro-rate basis upon the disposal of the equity investment.
3.14 Investment property
Investment property is initially measured at cost, comprising a land use right that is leased out, a land use right held for transfer upon capital appreciation and a building that is leased out. Subsequent expenditures incurred on an investment property is recognized as cost of the investment property only when: 1) it is probable that economic benefits associated with the investment property will flow to the Company; and 2) the cost of the investment property can be measured reliably. Subsequent expenditure that fails to meet such recognition criteria is recognized in profit or loss in the period in which it is incurred.
The Company uses the cost model for subsequent measurement of an investment property, and adopts
depreciation or amortization policy based on the estimated useful lives and net residual value rates. 3.15 Fixed assets
3.15.1 Recognition Fixed assets are tangible assets that are held for use in the production or supply of services, for rental
to others, or for administrative purposes and have useful lives more than one accounting year. Fixed asset is recognized when: 1) it is probable that the economic benefits associated with the fixed asset will flow to the Company and 2) its cost can be reliably measured.
3.15.2 The categories and useful lives of fixed assets are listed as follows:
Category Useful lives
Residual value
Annual depreciation (amortization) rate
Buildings 20-30years 10% 3-4.5%
Machinery 5-15years 10% 6-18%
Transportation vehicles 5-10years 10% 9-18%
Office and other equipments 5years 10% 18%
31
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.15 Fixed assets 3.15.3 Financial lease of fixed assets based on the identification, valuation method When the fixed assets of the company to lease with one or several of the following standards,
identified as finance lease of fixed assets: (1) when the term of lease expires, the ownership of the leased asset will be transferred to the company. (2) the company has the option to purchase the leased assets, at a price which is expected to be far lower than the exercise of the right to choose the fair value of the leased asset, so at the inception of the lease can be reasonably determined the company will exercise the option. (3) Even if the ownership of the asset is not transferred, the lease term accounts for most of the service life of the leased asset. (4) The present value of the minimum lease payments at the inception of the lease, the lease beginning date is almost equal to the fair value of the leased asset. (5) The nature of the leased assets, if not for the larger renovation, the company can only use. The recorded value of financial lease fixed asset shall be the lower between the present fair value of the beginning lease date and the minimum lease payments. The minimum lease payment should be recorded in long-term payment and the difference should be recorded in unrecognized financing charges. Such direct expenses happened during the negotiation and signing of the rent contract (like Fees, legal fees, travel expenses and the stamp tax .etc) which could be attributing to the rent items should be included in the value of rent assets. Unrecognized financing charges should be amortized during the rent period using the effective interest method. The company uses consistent with its own fixed assets depreciation policy provision for depreciation of fixed assets with financing lease. To determine a reasonable obtain the ownership of the leased asset when the term of lease expires, the leased asset depreciated in the use life. Unable to determine when the term of lease expires can obtain the ownership of the leased asset during the lease period, the leased asset depreciated in the shorter one between service lives or the lease term.
3.16 Construction in progress
Construction in progress is measured at actual cost. Actual cost comprises construction costs,
borrowing costs that are eligible for capitalization incurred before the assets are ready for their intended use and other costs necessary to bring the fixed assets ready for their intended use. Construction in progress is transferred to fixed assets when the assets are ready for their intended use and are depreciated from the next month.
3.17 Borrowing costs
The borrowing costs that are directly attributable to the acquisition and construction of a fixed asset
that needs a substantially long period of time of acquisition and construction for its intended use commence to be capitalized and recorded as part of the cost of the asset when expenditures for the asset and borrowing costs have been incurred, and the activities relating to the acquisition and construction that are necessary to prepare the asset for its intended use have commenced. The capitalization of borrowing costs ceases when the asset under acquisition or construction becomes ready for its intended use, the borrowing costs incurred hereafter are recognized in profit or loss for the current period. Capitalization of borrowing costs is suspended when the acquisition or construction of a fixed asset is interrupted abnormally and the interruption lasts for more than 3 months, until the acquisition or construction is resumed.
32
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.17 Borrowing costs
For the specific borrowings obtained for the acquisition or construction of a fixed asset qualifying for capitalization, the amount of borrowing costs eligible for capitalization is determined by deducting any interest income earned from depositing the unused specific borrowings in the banks or any investment income arising on the temporary investment of those borrowings during the capitalization period. For the general borrowings obtained for the acquisition or construction of a fixed asset qualifying for capitalization, the amount of borrowing costs eligible for capitalization is determined by applying the weighted average effective interest rate of general borrowings, to the weighted average of the excess amount of cumulative expenditures on the asset over the amount of specific borrowings.
Effective interest method is used to amortise discounts or premiums related to borrowings as the
adjustments to the capitalised interest cost in each reporting period.
3.18 Intangible assets 3.18.1 Valuation method, the service life and the impairment test Intangible assets, including land use rights, patents, technical know-how and other assets acquired
through BOT - Build, Operation and Transfer, are measured at cost. The intangible assets invested by the state-owned investors during the restructure of the Company are initially measured at the appraisal value approved by the state-owned assets administration bureau.
Land use rights are amortized on the straight-line basis over 50 years, the period of the land use rights. If
it is impracticable to allocate the amount paid for the purchase of land use rights and buildings between the land use rights and the buildings on a reasonable basis, the entire amount is accounted for as fixed assets. The patent right is amortized on the straight-line basis over the law effectively period.
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization method
at each financial year-end and makes appropriate adjustments 3.18.2Internal research and development cost The expenditure on an internal research and development project is classified into expenditure on the
research phase and expenditure on the development phase based on its nature and whether there is material uncertainty that the research and development activities can finally create an intangible asset.
Expenditure on the research phase is recognized in profit or loss in the period in which it is incurred.
Expenditure on the development phase is recognized as an intangible asset only if all of the following standards are met: i. it is technically feasible to complete the intangible asset so that it will be available for use; ii. management intends to complete the intangible asset and use or sell it; iii. it can be demonstrated how the intangible asset will generate economic benefits; iv. adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; and v. the expenditure attributable to the intangible asset during its development phase can be reliably measured.
33
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.18 Intangible assets 3.18.2 Internal research and development cost Other development expenditures that do not meet the conditions above are recognized in income
statement as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Capitalized expenditure on the development phase is presented as development costs in the balance sheet and transferred to intangible assets at the date the asset is ready for its intended use.
The carrying amount of intangible asset is reduced to the recoverable amount when the recoverable
amount is less than the carrying amount.
3.19 Long-term assets impairment Separately recognized goodwill is tested at least annually for impairment, irrespective of whether there is
any indication that the asset may be impaired. Fixed assets, intangible assets with definite useful lives and investment property measured using the cost model are tested for impairment if there is any indication that an asset may be impaired at the balance date. If the result of the impairment test indicates that the recoverable amount of the asset is less than its carrying amount, a provision for impairment and an impairment loss are recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and the present value of the future cash flows expected to be derived from the asset. A provision for asset impairment is determined and recognized on an individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of CGU to which the asset belongs is determined. A CGU is the smallest group of assets that is able to generate independent cash inflows.
3.20 Long-term prepayments Long-term prepayments comprise leasehold improvements and various other expenditures incurred but
that should be allocated over the current and future periods of more than one year. Long-term prepayments are evenly amortized over their respective beneficiary period, and are presented at cost net of accumulated amortization.
Nature of Long-term prepayments
Methods Amortization Period
Hobs Straight-line 5 years
Mould and others Straight-line 3-5 years
34
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.21 Employee benefits
3.21.1Short-term employee benefits
The company will recognize in the accounting period in which an employee provides service, actually occurred short-term employee benefits as a liability, with a corresponding charge to the profit or loss for the current period or include the benefits in the cost of relevant asset. The occurred employee benefits should be charged to the profit or loss for the current period or include the benefits in the cost of relevant asset based on the actually incurred amount. Employee benefits which are non-monetary benefits shall be measured at fair value. Payments made by an enterprise of social security contributions for employees, such as premiums or contributions on medical insurance, pensions, work injury insurance and maternity insurance, payments of housing funds, and union running costs and employee education costs provided in accordance with relevant requirements shall, in the accounting period in which employees provide service, be calculated according to prescribed bases and percentages of provision in determining the amount of employee benefits and recognize relevant liabilities, with a corresponding charge to the profit or loss for the current period or the cost of a relevant asset.
The company shall recognize the related employee benefits arising from accumulating paid absences when the employees render service that increases their entitlement to future paid absences, the additional payable amounts shall be measured at the expected additional payments as a result of the unused entitlement that has accumulated. The company shall recognize the related employee benefits arising from non-accumulating paid absences in the accounting period the absence occur.
The company shall recognize the related employee benefits payable under a profit-sharing plan when
period in when all of the following conditions are satisfied: i. the company has a present legal or constructive obligation to make such payments as a result of past events; ii. a reliable estimate of the amounts of employee benefits obligation arising from the profit-sharing plan can be made.
3.21.2 Post-employment benefits 3.21.2.1 Defined contribution plans The Company shall recognizing the accounting period in which an employee provides service, the
contribution payable to a defined contribution plan as a liability, with a corresponding charge to the profits or loss for the period or the cost of a relevant asset. Under a defined contribution plan, when contributions are not expected to be settled wholly before twelve months after the end of the annual reporting period in which the employee render the related service, the employee benefits payable shall be measured at the discounted value of all contributions.
3.21.2.2 Defined benefit plans Accounting by an enterprise for defined benefit plan usually involves the following four steps:
i. in accordance with the projected unit credit method, using unbiased and mutually compatible actuarial assumptions to estimate related demographic variables and financial variables, measure the obligations under the defined benefit plan, and determine the periods to which the obligations are attributed, An enterprise shall discount obligations under the defined benefit plan to determine the present value of the defined benefit plan obligations and the current service cost,
35
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.21 Employee benefits
ii. when a defined benefit plan has assets, an enterprise shall recognize the deficit or surplus be deducting the present value of the defined benefit plan obligation from the fair value of defined benefit plan assets as a net defined benefit plan liability or net defined benefit plan asset. When a defined benefit plan has a surplus, the enterprise shall measure the net defined benefit plan asset at the lower of the surplus in the defined benefit plan and the asset ceiling. The asset ceiling is the present value of any economic benefits available in the form of refunds from the defined benefit plan or reductions in future contribution to the defined benefit plan. iii. determining the amount that shall be charged to the profit or loss for the current period iv. determining the amount that shall be charged to other comprehensive income.
The company shall attribute benefit obligations under a defined benefit plan to periods of service
provided by employees according to the formula determined by projected unit credit method, with a corresponding charge to the profit or loss for the current period or the cost of a relevant asset. When an employee’s service in later years will lead to a materially higher level of benefit from the defined benefit plan than the earlier years, the company shall attribute accumulated defined benefit plan obligation on a straight-line basis to the period from the date when service by the employee first leads to company’s benefit obligation under the defined plan to the date when further service by the employee will not lead to material increase in defined benefit plan obligation.
At the end of reporting period, an enterprise shall recognize the employee benefits cost arising from
defined benefit plan as : service cost, net interest on the net defined benefit plan liability(asset) and changes as a result of remeasurements of the net defined benefit liability(asset)
Under a defined benefit plan, an enterprise shall recognize the past service cost as an expense for the
current period at the earlier of the following dates:
1)When the plan amendment occurs
2)When the enterprise recognize related restructuring costs or termination benefits The company shall recognize a gain or loss on the settlement of a defined benefit plan when the
settlement occurs. 3.21.3 Termination benefits The company which provides termination benefits to employees shall recognize an employee benefits
liability for termination benefits, with a corresponding charge to the profit or loss for the current period, at the earlier of the following dates: i. when the company cannot unilaterally withdraw the offer of termination benefits because of an employment termination plan or a curtailment proposal. ii. when the company recognizes costs or expenses related to a restructuring that involves the payment of termination benefits.
The company shall reasonably estimate and recognize employee benefits payable in respect of
termination benefits in compliance with the terms of its employment termination plan.
36
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.21 Employee benefits 3.21.4 Other long-term employee benefits When other long-term employee benefits provided by the company to the employees satisfied the
conditions for classifying as a defined contribution plan, those benefits shall be accounted for in accordance with the requirements of related standard.
Except as prescribed situation, the company shall recognize and measure the net liability or net asset of
other long-term employee benefits in accordance with the requirements relating to defined benefit plan of this standard. At the end of the reporting period, the company shall recognize the components of cost of employee benefits arising from other long-term employee benefits as followings:
1)Service cost
2)Net interest on the net liability or net assets of other long-term employee benefits
3)Changes as the results of remeasurement of the net liability or net assets of other long-term employee benefits. As a practical expedient, the net total of the foresaid amounts shall be recognized in profit or loss for the
current period or included in the cost of a relevant asset.
If the level of long-term disability benefit depends on the length of service rendered by an employee, the company shall recognize a long-term disability benefit obligation in the period when the service is rendered. If the level of long-term disability benefit does not relate to the years of service provided by the employee, the company shall recognize the long-term disability benefit obligation when an event occurs that causes a long-term disability.
3.22 Provisions
Provisions for product warranties and loss contracts are recognized when the Company has a present
obligation, and it is probable that an outflow of economic benefits will be required to settle the obligation,
and the amount of the obligation can be measured reliably. Provisions are not recognized for future
operating losses.
The amount recognized as a provision is the best estimate of the consideration required to settle the
present obligation at the balance sheet date, taking into account factors pertaining to a contingency such as
the risks, uncertainties and time value of money. Where the effect of the time value of money is material,
the amount of the provision is determined by discounting the related future cash flows.
Provisions are initially measured at the best estimate of the expenditure required to settle the related
present obligation.
37
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.23 Revenue recognition
Revenue comes from the sale of goods, rendering of services and transfer of asset use rights. Revenue is recognized only when it is probable that economic benefit will flow to the enterprise, which
will result in an increase in assets or decrease in liabilities and the amount of inflow of economic benefits can be measured reliably.
3.23.1 Sales of goods Revenue from the sale of goods is recognized when significant risks and rewards of ownership of the
goods are transferred to the buyer, the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and it is probable that the economic benefit associated with the transaction will flow to the Company and the relevant revenue and costs can be measured reliably.
The Group recognizes revenue when the goods are transferred. 3.23.2 Rendering of services Services provided started and finished in the same accounting year, the revenue need to be recognized
when the services been rendered and the full payment or payment evidence has been received; the services started and finished in the difference accounting period, when the total revenue of the contract and the degree of the services complement could be reliably determined, the trade related cost and the cost would happened could be forecast, recognize revenue according to percentage of completion method; the result of long-term contract could be reasonably be expected, recognize revenue according to the checkout completion percentage method.
3.23.3 Transfer of asset use rights Revenue arising from the use by others of entity assets yielding interest and royalties shall be recognized
when: (a) it is probable that the economic benefits associated with the transaction will flow to the entity; and (b) the amount of the revenue can be measured reliably.
38
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.24 Government grant
3.24.1 Basis and measurement of government grant related to assets
Grants related to assets are government grants whose primary condition is that the Company qualifying for
them should purchase, construct or otherwise acquire long-term assets. The government grants relating to
assets of the Company mainly refers to technology transformation funds of specific projects from
government department during the reporting period and compensation funds for reconstruction assets
result from demolition. These government grants are recognised as deferred income and are credited to the
income statement on a straight-line basis over the expected lives of the related assets after the completion
of technology transformation project and reconstruction project. The government grants measured at
nominal amount is credited to the income statement directly.
3.24.2 Basis and measurement of government grant related to income
Grants related to income are government grants other than those related to assets. Government grants
relating to income of the Company mainly refers to the financial subsidy funds received related to income
during the reporting period, which is used to compensate the expenses/costs incurred in future, are
recognized as deferred income and then credited to the income statement over the period necessary to
match them with the expenses that they are intended to compensate. Government grants relating to
income, which is used to compensate the expenses/costs incurred in the past, are credited to the income
statement directly.
3.25 Deferred tax assets and liabilities
Deferred tax assets and deferred tax liabilities are calculated and recognized based on the differences
arising between the tax base of assets and liabilities and their carrying amount (including taxable
temporary differences and deductible temporary differences). The deductible losses that can be carried
forward to subsequent years for deduction of the taxable profit in accordance with the tax law are also
taken as deductible temporary differences. No deferred tax liability is recognized for a temporary
difference arising from the initial recognition of goodwill. No deferred tax asset or deferred tax liability is
recognized for the temporary differences resulting from the initial recognition of assets or liabilities due to
a transaction other than a business combination, which affects neither accounting profit nor taxable profit
(or deductible loss). At the balance sheet date, deferred tax assets and deferred tax liabilities are measured
at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled.
Deferred tax assets are only recognized for deductible temporary differences, deductible losses and tax
credits to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, deductible losses and tax credits can be utilized.
Deferred tax liabilities are recognized for temporary differences arising from investments in subsidiaries,
joint ventures and associates, except where the Company is able to control the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.
39
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES(CONTINUED)
3.26 Leases A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of
an asset. An operating lease is a lease other than a finance lease. 3.26.1 Operating lease Lease payments paid or payable under an operating lease are capitalized or recognized in profit or loss
for the current period using a straight-line basis.
3.26.2 Finance lease
At the commencement of the lease term, the Company records the leased asset at an amount equal to the
lower of the fair value of the leased asset and the present value of the minimum lease payments, each
determined at the inception of the lease, and recognizes a long-term payable at an amount equal to the
minimum lease payments. The difference between the recorded amount of the leased asset and the recorded
amount of the payable is accounted for as unrecognized finance charge
3.27 Goodwill
On acquisition of the investment, any difference between the cost of the investment and the investor's share of the net fair value of the investee's identifiable assets and liabilities is accounted for as goodwill. For business combination of entities not under common controls, the excess of the cost of acquisition over the Company’s share of the fair value of the identifiable net assets acquired is recorded as goodwill.
Goodwill is presented separately on the face of the consolidated financial statements. The excess of the cost of the investment over the Company's share of the fair value of the associate's and joint venture's identifiable assets and liabilities is included in the cost of long-term equity investment.
3.28 Changes in significant accounting policies and Accounting estimates
None during the reporting period.
4 TAXATION
4.1 The major types and rates of taxes applicable to the Company during the current year are set out below
Type Taxable basis Tax rate
Value-added tax ("VAT") Taxable value-added amount 17%
Business tax Taxable turnover 5%
Urban construction tax Total VAT and business tax
As required by the local tax regulations where the Company and its subsidiaries are located
Corporate income tax Taxable income Note 1
Note 1: The applied income tax rate and tax incentives of the Company and its subsidiaries are summarized as
follow: Company Name
Statutory tax rate
Applied tax rate
Tax incentive program
SYP Glass Group Co., Ltd. 25% 25% No tax incentive program
40
Shanghai SYP Building Glass Co., Ltd. 25% 25% No tax incentive program Guangdong SYP Glass Co., Ltd. 25% 25% No tax incentive program
Shanghai SYP Engineering Glass Co., Ltd.
25%
15% Tax incentive for high-tech
enterprises whose applicable tax rate is 15%
Tianjin SYP Engineering Glass Co., Ltd.
25%
15%
Tax incentive for high-tech enterprises whose applicable tax rate is 15%
Tianjin SYP Glass Co., Ltd. 25% 25% No tax incentive program Changshu SYP Special Glass Co., Ltd. 25% 25% No tax incentive program Jiangsu Pilkington SYP Glass Co., Ltd. 25% 25% No tax incentive program Jiangsu Huadong SYP Glass Co., Ltd. 25% 25% No tax incentive program Jiangmen SYP Engineering Glass Co., Ltd. 25% 25% No tax incentive program
Glasslink Limited
16.5%
16.5% 16.5% pursuant to Hongkong tax
regulations with no tax incentive program.
Tianjin Pilkington SYP Glass Co., Ltd. 25% 25% No tax incentive program
Chongqing SYP Engineering Glass Co., Ltd.
25%
15% Tax incentive for west development
whose applicable tax rate is 15% Shanghai SYP Kangqiao Auto Glass Co., Ltd. 25% 25% No tax incentive program
Wuhan SYP Kangqiao Auto Glass Co., Ltd. 25% 25% No tax incentive program
Yizheng SYP Auto Glass Co., Ltd 25% 25% No tax incentive program
Shanghai SYP Shijin Paste Glass Co., Ltd. 25% 25% No tax incentive program
Shanghai SYP Investment Co., Ltd. 25% 25% No tax incentive program
Shanghai SYP Chengding Investment
partnership( limited partnership)
25%
25%
No tax incentive program
41
I
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5.1 Cash and cash equivalents 5.1.1 Categories Items December 31st,2015 December 31st,2014
Cash on hand 6,638.77 50,479.31
Bank deposits 354,752,472.38 204,269,847.78
Other monetary funds 56,928,728.33 169,761,606.17
Total 411,687,839.48 374,081,933.26
including: the total deposits abroad 7,331,075.21 20,898,768.17
5.1.2 Other restricted cash Items December 31st,2015
Deposits for bank acceptance 38,760,663.19 Performance bond 18,148,277.17 Others 19,787.97
Total 56,928,728.33
5.2 Notes receivable
5.2.1 Categories
Categories December 31st,2015 December 31st,2014
Bank acceptance bills 258,383,112.82 377,466,845.20 Commercial acceptance bills 106,899,846.26 27,839,975.06
Total 365,282,959.08 405,306,820.26
5.2.2 Notes receivable at the end of the company or the discount and endorsed at the balance sheet date
has not yet expired:
Items Final confirmed amount Final unconfirmed amount
Bank acceptance bills 280,347,925.99 -
42
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.3 Accounts receivable 5.3.1 Accounts receivable are analyzed by categories as follows:
December 31st
,2015 December 31st
,2014
Categories
Gross Amount Bad debt provision Gross Amount Bad debt provision
Amount Proportion
s (%)
Amount Proportions
(%) Amount
Proportions (%)
Amount Proportions
(%)
Individually significant and provided for bad debts separately
28,846,527.43 5.25 28,846,527.43 100.00
Provided for bad debts by portfolio
- - - - - - - -
Portfolio 1 517,708,475.69 98.82 31,850,004.96 6.15 518,641,447.09 94.45 33,657,341.10 6.49
Portfolio 2 - - - - - - - -
Sub-total 517,708,475.69 98.82 31,850,004.96 6.15 518,641,447.09 94.45 33,657,341.10 6.49
Individually not significant but provided for bad debts separately
6,199,090.86 1.18 6,199,090.86 100.00 1,640,827.64 0.30 1,640,827.64 100.00
Total 523,907,566.55 100.00 38,049,095.82 7.26 549,128,802.16 100.00 64,144,696.17 11.68
5.3.2 Accounts receivable that are provided for provision using the aging analysis
Aging December 31st,2015
Amount Bad debt provision Proportions
Within 6 months 403,758,178.29 8,075,163.58 2% 7-12 months 19,878,942.20 993,947.12 5% 1-2 years 65,896,176.37 6,589,617.64 10% 2-3 years 12,312,817.52 2,462,563.50 20% 3-4 years 1,908,739.10 572,621.73 30% 4-5 years 1,993,827.01 1,196,296.19 60% Over 5 years 11,959,795.20 11,959,795.20 100%
Total 517,708,475.69 31,850,004.96
Aging
December 31st,2014
Amount Bad debt provision Proportions
Within 6 months 439,084,657.78 8,781,693.16 2% 7-12 months 33,245,481.69 1,662,274.08 5% 1-2 years 18,157,790.56 1,815,779.05 10% 2-3 years 4,470,054.31 894,010.86 20% 3-4 years 4,292,225.35 1,287,667.61 30% 4-5 years 438,302.65 262,981.59 60% Over 5 years 18,952,934.75 18,952,934.75 100%
Total 518,641,447.09 33,657,341.10
43
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.3 Accounts receivable(continued)
5.3.3 Accounts receivable individually not significant and provided for bad debts separately
Customer’s Name Gross amount
Bad debt provision
Proportions
(%) Reasons
Several customers 6,199,090.86 6,199,090.86 100.00 Uncollectible
5.3.4 Accrual, recovery or reversal of bad debts situation during the reporting period: The current provision for bad debts:RMB 6,510,239.82;There is no recovery or reversal of bad debts. 5.3.5 Write-off of accounts receivable during the reporting period
Customer’s Name
Nature of
receivables
Amount written off
Reasons Performed verification procedures
Related party transactions
Several customers
Trade receivables
32,605,840.17
Liquidated customers or long-aging receivables that cannot be collected despite several attempts.
Confirmed by the Board of Directors
No
5.3.6 Top five outstanding amounts
Customer’s
Name Relationship Amount Aging
Proportion of the outstanding amounts to the total accounts
receivable(%)
Customer A
Independent third party
55,915,509.15
Within 2 years and five or more
10.67
Customer B
Independent third
party
28,956,163.22
Within 1 year
5.53
Customer C
Independent third
party
24,547,148.78
Within 2 years and
five or more
4.69
Customer D
Independent third
party
22,879,976.77
Within 1 year
4.37
Customer E
Independent third
party
20,687,955.31
Within 2 years
3.95
44
5.5 Interest receivable
Items December 31st,2015 December 31st,2014
Guaranteed financial income 433,250.00 5,612,000.00
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.4 Advances to suppliers
5.4.1 Categories by aging
Aging
December 31st,2015 December 31st,2014
Amount
Proportions
(%) Amount
Proportion
s(%)
Within 1 year 55,361,304.26 82.59 133,472,110.94 92.52 1-2 years 10,841,602.24 16.17 10,199,616.64 7.07 2-3 years 293,169.30 0.44 26,436.69 0.02 Over 3 years 537,614.28 0.80 565,555.19 0.39
67,033,690.08 100.00 144,263,719.46 100.00
5.4.2 Significant advances to suppliers aging more than one year
Supplier’s Name Relationship Amount Aging Reasons
Supplier A
Supplier
6,240,000.00
1-2 years
The contract has not been completed
Supplier B
Supplier
1,539,000.00
1-2 years
The contract has not been completed
Supplier C
Supplier
956,800.00
1-2 years
The contract has not been completed
5.4.3 Top five advances to suppliers
Supplier’s
Name Relationship Amount Aging Reasons
Supplier A
Supplier
16,245,000.00
Within 1 year
The contract has not been completed
Supplier B
Contractor of construction
7,764,000.00
Within 1 year
Project settlement has not been completed
Supplier C
Supplier
6,240,000.00
1-2 years
The contract has not been completed
Supplier D
Contractor of construction
3,827,325.60
Within 1 year
Project settlement has not been completed
Supplier E
Supplier
2,000,000.00
Within 1 year
The contract has not been completed
45
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.6 Other receivables
5.6.1 Other receivables are analyzed by categories as follows:
December 31st
, 2015 December 31st
, 2014
Categories Gross amount Bad debt provision Gross amount Bad debt provision
Amount Proportions
(%) Amount
Proportions (%)
Amount Proportions
(%) Amount
Proportions (%)
Individually significant and provided for bad debts separately
28,809,476.86 41.57 28,809,476.86 100.00 28,809,476.86 37.32 28,809,476.86 100.00
Provided for bad debts by portfolio
- - - - - - - -
Portfolio 1 19,241,483.05 27.76 1,626,938.43 8.46 16,194,399.04 20.98 1,560,378.83 9.64
Portfolio 2 20,400,000.00 29.43 - - 31,400,000.00 40.67 - -
Sub-total 39,641,483.05 57.20 1,626,938.43 4.10 47,594,399.04 61.65 1,560,378.83 3.28
Individually not significant but provided for bad debts separately
854,802.51 1.23 854,802.51 100.00 792,119.48 1.03 792,119.48 100.00
Total 69,305,762.42 100.00 31,291,217.80 45.15 77,195,995.38 100.00 31,161,975.17 40.37
5.6.2 Other receivables that are provided for provision using the aging analysis
Aging December 31st, 2015
Amount Bad debt provision Proportions
Within 6 months 15,113,847.42 302,276.94 2% 7-12 months 1,185,511.53 59,275.58 5% 1-2 years 1,255,648.93 125,564.90 10% 2-3 years 581,324.92 116,265.00 20% 3-4 years 24,239.90 7,271.97 30% 4-5 years 161,565.78 96,939.47 60% Over 5 years 919,344.57 919,344.57 100%
Total 19,241,483.05 1,626,938.43
Aging
December 31st, 2014
Amount Bad debt provision Proportions
Within 6 months 12,158,257.39 243,165.15 2% 7-12 months 1,338,413.41 66,920.66 5% 1-2 years 1,137,456.22 113,745.62 10% 2-3 years 76,350.54 15,270.11 20% 3-4 years 259,291.78 77,787.53 30% 4-5 years 452,849.84 271,709.90 60% Over 5 years 771,779.86 771,779.86 100%
Total 16,194,399.04 1,560,378.83
46
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.6 Other receivables(continued)
5.6.3 Other receivables individually significant and provided for bad debts separately
Customer’s Name
Gross Amount
Bad debt provision
Proportions
(%) Reasons
Luanxian Xiaochuan Glass Silica Sand Co., Ltd.
16,720,362.20 16,720,362.20 100.00
Aged over 3 years, due to the deterioration of its financial conditions, the receivable is not expected to be collected.
Beijing Pennvasia Glass Co., Ltd.
12,089,114.66
12,089,114.66
100.00
Aged over 3 years, due to the deterioration of its financial conditions, the receivable is not expected to be collected.
28,809,476.86 28,809,476.86
5.6.4 Other receivables individually not significant but provided for bad debts separately
Content of other receivables
Gross Amount
Bad debt provision
Proportions
(%) Reasons
A company
675,241.86 675,241.86 100.00
Aged over 3 years, the other receivable cannot be collected.
A company 94,062.31 94,062.31 100.00 Uncollectible
A company 27,635.34 27,635.34 100.00 Uncollectible
A company 7,863.00 7,863.00 100.00 Uncollectible
Individual
50,000.00 50,000.00 100.00
Individual departure, the other receivable cannot be collected.
854,802.51 854,802.51
5.6.5 Accrual, recovery or reversal of bad debts situation during the reporting period: The current provision for bad debts:RMB 129,242.63;There is no recovery or reversal of bad debts. 5.6.6 There is no write-off of bad debts during the reporting period.
5.6.7 Categories by nature
Nature of other receivables Gross amount at
December 31st,2015
Gross amount at December 31st,2014
Deposits 27,833,375.37 34,737,546.69
Exchanges between
companies
33,341,867.35 31,572,260.14
Utility bills 829,988.21 1,614,864.70
Petty cash 3,125,434.24 2,218,979.77
Others 4,175,097.25 7,052,344.08
Total 69,305,762.42 77,195,995.38
47
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.6 Other receivables(continued) 5.6.8 Top five outstanding amounts due from related parties:
Customer’s Name
Relationship Amount Aging
Proportion of the outstanding amounts to
the total other
receivables(%)
Customer A Independent third party 20,400,000.00 3-4 years 29.43
Customer B Related party 16,720,362.20 Over 5 years 24.13
Customer C Related party 12,089,114.66 Over 5 years 17.44
Customer D Independent third party 4,964,929.39 Within 1 year 7.16
Customer E Independent third party 2,500,000.00 Within 1 year 3.61
5.7 Inventories 5.7.1 The inventory is categorized as below: December 31st,2015 December 31st,2014
Items Cost
Provision for the decline
in value of inventories
Net book value Cost
Provision for the decline in value of inventories
Net book
value
Raw material 214,487,769.10 33,254,869.73 181,232,899.37 238,628,132.08 7,567,378.90 231,060,753.18
Packaging material 849,448.18 - 849,448.18 1,249,211.84 - 1,249,211.84
Low-value consumables 9,453,903.76 40,894.79 9,413,008.97 14,177,357.36 - 14,177,357.36
Finished goods 511,731,330.19 67,107,021.08 444,624,309.11 453,397,680.97 35,720,069.30 417,677,611.67
Work-in-progress 104,148,500.90 - 104,148,500.90 99,811,184.68 6,792,171.06 93,019,013.62
Total 840,670,952.13 100,402,785.60 740,268,166.53 807,263,566.93 50,079,619.26 757,183,947.67
5.7.2 Provision for the decline in value of inventories
Items Opening balance Additions Decreases
Closing balance Accruals Others Reversals or
write offs Others
Raw material
7,567,378.90
31,008,046.3
2
-
5,320,555.49 - 33,254,869.73
Low-value consumables
- 40,894.79 - - - 40,894.79
Finished goods
35,720,069.30
43,348,696.9
9
-
11,961,745.21 - 67,107,021.08
Work-in-progress 6,792,171.06 - - 6,792,171.06 - -
Total
50,079,619.26
74,397,638.1
0
-
24,074,471.76 - 100,402,785.60
Note: the net realizable value of the raw material is determined according to the raw material price deducting
related tax fee; the net realizable value of the finished goods is determined based on the contract price of year 2016 or the average sales price in 2015 December; the net realizable value of work-in-progress is determined according to the plate number multiplied by the corresponding cost price; the difference between the net realizable value and the carrying cost of inventory should be recorded as provision for decline in value of inventory; the write off the provision of inventory was mainly due to the sales of inventory and the related provision of inventory wrote off.
48
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.8 Other current assets
Items December 31st,2015 December 31st,2014
Income tax of the accrued trade in allowance
100,732,176.18 92,417,083.11
Advance payment of land value-added tax
391,138.39 -
Financial products 409,000,000.00 1,005,000,000.00
Total 510,123,314.57 1,097,417,083.11
Financial products including 230 million Yuan trust products and 179 million Yuan guaranteed financial
products.
5.9 Available-for-sales financial assets 5.9.1 Available-for-sales financial assets:
Items
December 31st,2015 December 31st,2014
Amount Bad debt provision
Net book value Amount Bad debt provision
Net book value
Available-for-sales debt instruments
705,000,000.00 - 705,000,000.00 - - -
Available-for-sales equity instruments at fair value
342,234,132.92 - 342,234,132.92 - - -
Available-for-sales equity instruments at cost
- - - 50,000,000.00 - 50,000,000.00
Others - - - - - -
Total 1,047,234,132.92 - 1,047,234,132.92 50,000,000.00 - 50,000,000.00
5.9.2 End of period available-for-sales financial assets at fair value:
Categories Available-for-sales equity instruments
Available-for-sales debt
instruments Total
The cost of equity instruments 233,358,869.52 - 233,358,869.52
Fair value 342,234,132.92 - 342,234,132.92
Accumulated changed amount
of fair value included in other comprehensive income
80,839,883.07 - 80,839,883.07
Impairment amount - - -
49
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.10 Long-term equity investments
Investee
Opening balance
Additions or decreases
Closing balance
Provision for impairment
loss Additions
Decreases
Investment gains and losses
recognized under the equity method
Other comprehensive
income adjustment
Other
changes in equity
Cash dividends or
profits declared in Year 2014
Addition of provision
for impairmen
t loss
Others
Jointly run company
Beijing Pennvasia Glass Co., Ltd.
- - - - - - - - - - -
Luanxian Xiaochuan Glass Silica Sand Co., Ltd.
1,032,040.65 - - - - - - - - 1,032,040.65 1,032,040.65
Total 1,032,040.65 - - - - - - - - 1,032,040.65 1,032,040.65
Notes: (1)The original investment cost of Beijing Pennvasia Glass Co., Ltd is RMB6,988,694.48, share holding ratio is 35%. For Beijing Pennvasia Glass Co., Ltd’s operation condition
is still poor with a negative net assets balance for several years, the Company adjusted cost of long-term investment of this company to zero according to the equity method. (2)The original investment cost of Luanxian Xiaochuan Glass Silica Sand Co., Ltd is RMB821,000.00, share holding ratio is 35%. For Luanxian Xiaochuan Glass Silica Sand Co.,
Ltd’s operation condition is still poor with a negative net assets balance for several years, the Company adjusted cost of long-term investment of this company to zero according to the equity method in the previous year.
50
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) 5.11 Fixed assets
5.11.1 Changes in fixed assets in the current year are as follows:
Items
Buildings Transportation
Vehicles
Machinery Office and other
equipments
Total
I. Cost
December 31st,2014 1,922,576,614.27 74,802,522.02 3,429,452,410.86 95,829,497.20 5,522,661,044.35
Increases for the year 158,282,214.13 6,073,980.85 476,312,283.67 7,918,281.95 648,586,760.60
1.Purchase 1,225,188.35 3,164,238.97 308,016,252.29 3,906,318.83 316,311,998.44
2.Transferred from construction in progress
157,057,025.78
2,909,741.88
168,296,031.38
4,011,963.12
332,274,762.16
Decreases for the year 3,129,535.00 2,351,606.40 681,301,753.73 1,051,793.24 687,834,688.37
1.Disposal or retirement 3,129,535.00 2,351,606.40 109,224,731.17 1,051,793.24 115,757,665.81
2. Transferred to construction in progress
-
-
572,077,022.56
-
572,077,022.56
December 31st,2015 2,077,729,293.40 78,524,896.47 3,224,462,940.80 102,695,985.91 5,483,413,116.58
II.Accumulated
depreciation
December 31st,2014 506,242,175.46 47,720,142.29 1,408,896,459.31 49,050,201.11 2,011,908,978.17
Increases for the year 78,022,013.03 6,175,140.97 490,771,041.92 9,078,872.92 584,047,068.84
1.Accrual 71,279,774.78 6,175,140.97 249,459,170.27 9,078,872.92 335,992,958.94
2. Increase for the year 6,742,238.25 - 241,311,871.65 - 248,054,109.90
Decreases for the year 3,019,672.69 2,476,732.17 426,389,843.19 966,214.31 432,852,462.36
1.Disposal or retirement 3,019,672.69 2,476,732.17 69,750,956.60 966,214.31 76,213,575.77
2. Transferred to construction in progress
-
-
356,638,886.59
-
356,638,886.59
December 31st,2015 581,244,515.80 51,418,551.09 1,473,277,658.04 57,162,859.72 2,163,103,584.65
III.Provision for impairment
loss
December 31st,2014 - 216,899.03 13,943,796.05 - 14,160,695.08
Increases for the year 3,091,877.70 36,754.30 121,951,808.84 1,224,004.41 126,304,445.25
1.Accrual - 36,754.30 121,951,808.84 1,224,004.41 123,212,567.55
2. Increase for the year 3,091,877.70 - - - 3,091,877.70
Decreases for the year - - - - -
1.Disposal or retirement - - - - -
2.Transferred to construction in progress
-
-
-
-
-
December 31st,2015 3,091,877.70 253,653.33 135,895,604.89 1,224,004.41 140,465,140.33
IV.Net book value
1.December 31st,2015 1,493,392,899.90 26,852,692.05 1,615,289,677.87 44,309,121.78 3,179,844,391.60
2.December 31st,2014 1,416,334,438.81 26,865,480.70 2,006,612,155.50 46,779,296.09 3,496,591,371.10
51
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.11 Fixed assets(continued)
5.11.2 Temporary idle fixed assets
Items Cost Accumulated depreciation
Provision for
impairment loss Net book value Notes
Buildings 115,123,076.11 27,506,622.08 - 87,616,454.03
Machinery 168,567,531.69 67,892,685.80 81,424,814.99 19,250,030.90
Office and other equipments 5,979,710.89 4,189,087.15 1,224,004.41 566,619.33
Transportation vehicles 4,298,758.27 3,734,333.86 36,754.30 527,670.11
Total 293,969,076.96 103,322,728.89 82,685,573.70 107,960,774.37
Note: the temporary idle fixed asset of the Company is Changshu second rolling production line and processing
line.
52
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.12 Construction in progress
5.12.1 Construction in progress
Items
December 31st,2015 December 31st,2014
Gross Amount Provision for impairment
loss Net book value Gross Amount
Provision for impairment loss
Net book value
Changshu Fire Prevention Glass Project 186,079,336.61 92,254,229.97 93,825,106.64 182,732,901.32 27,635,195.37 155,097,705.95
Jiangsu Float Glass Production Line 215,438,135.97 36,885,885.30 178,552,250.67 - - -
Tianjin SYP Coated Glass Project 41,356,441.65 - 41,356,441.65 - - -
Chongqing Engineering Glass Processing
Glass Project phase I - - -
43,862,953.06 - 43,862,953.06
Chongqing Engineering Glass Processing
Glass Project phase II 24,099,478.51 - 24,099,478.51
- - -
Yizheng Auto Glass Production Line - - - 4,799,542.54 - 4,799,542.54
Wuhan Auto Glass Production Line - - - 3,045,083.83 - 3,045,083.83
Kangqiao Auto Glass Laminated EPB-L
Bending furnace 39,762,639.11 - 39,762,639.11
- - -
Kangqiao Auto Glass Tempering
Furnace 49C 17,413,497.93 - 17,413,497.93
- - -
CS3 Transforming Project 365,770,896.58 11,413,726.81 354,357,169.77 281,537,620.71 11,413,726.81 270,123,893.90
Others 17,969,701.82 - 17,969,701.82 8,996,275.82 - 8,996,275.82
Total 907,890,128.18 140,553,842.08 767,336,286.10 524,974,377.28 39,048,922.18 485,925,455.10
53
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) 5.12.2 Movement of significant construction project
Project’s Name
Budget (in a
hundred million)
Opening balance Additions
Complete and transfer to fixed assets/intangible
assets
Other reduction
s
Closing balance
Proportion between
engineering input and budget
(%)
Stage of completion
(%)
Amount of accumulated
interest capitalized
Including:Amount of interest
capitalized in Year 2014
Proportion of interest
capitalized in Year 2014 (%)
Capital source
Changshu Fire Prevention Glass
Project 1.43 182,732,901.32 23,384,914.93 20,038,479.64 - 186,079,336.61 102.82 - 10,265,258.42 - -
Bank loan and subscription
funds
Tianjin SYP Coated Glass Project 0.5 170,748.72 41,185,692.93 - - 41,356,441.65 82.71 80.00 1,279,822.81 1,279,822.81 5.30 Bank loan and the own funds
Jiangsu Float Glass Production Line - - 215,438,135.97 - - 215,438,135.97 In the planning In the planning - - - -
Chongqing Engineering Glass
Processing Glass Project phase II 2.32 - 24,099,478.51 - - 24,099,478.51 10.39 10.38 - - -
Bank loan and subscription
funds
Shanghai Auto Glass Laminated
EPB-L Bending furnace 0.46 - 39,762,639.11 - - 39,762,639.11 86.44 86.44 - - - the own funds
Shanghai Auto Glass Bending
furnace 49C 0.19 - 17,413,497.93 - - 17,413,497.93 91.65 91.65 - - - the own funds
Chongqing Engineering Glass
Processing Glass Project phase I 1.5 43,862,953.06 12,948,705.87 56,811,658.93 - - 106.41 100.00 2,065,962.43 - -
Bank loan and the own funds
Yizheng Auto Glass Production Line 2.85 4,799,542.54 10,398,660.09 15,198,202.63 - - 69.66 100.00 - - - the own funds
Wuhan Auto Glass Production Line 2.74 3,045,083.83 223,492,682.39 226,537,766.22 - - 93.24 100.00 1,499,704.74 1,499,704.74 5.07 Bank loan and the own funds
CS3 Transforming Project 1.62 281,537,620.71 84,233,275.87 - - 365,770,896.58 82.64 80.00 - - - the own funds
Total 516,148,850.18 692,357,683.60 318,586,107.42 - 889,920,426.36 15,110,748.40 2,779,527.55
54
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.12 Movement of significant project(continued)
5.12.3Provision for impairment loss
Items Provision for
impairment loss Reasons
Changshu Fire Prevention Glass Project
64,619,034.60
A portion of the equipment is to be disposed.
Jiangsu Float gall Producion First Line
36,885,885.30
A portion of the equipment is to be scrapped during the production innovation.
Total 101,504,919.90
5.13 Project material
Items December 31st,2015 December 31st,2014
Project material for Changshu 1st phase of the Project
271,992.43
272,248.84
5.14 Disposal of fixed assets
Items December 31st,2015 December 31st,2014
Transportation vehicles - 21,400.00
55
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.15 Intangible assets
5.15.1 Intangible assets
Items Land use rights Royalties Software Proprietary technology Total
I. Cost
December 31st,2014 532,857,661.54 208,934,078.53 4,647,943.29 5,736,280.81 752,175,964.17
Additions 29,719.88 - 5,309,695.62 - 5,339,415.50
1.Purchase 29,719.88 - 5,309,695.62 - 5,339,415.50
2.Internal research
and development - - - - -
3.Increases from the
merger of enterprises - - - - -
Decreases - - - - -
1.Disposals - - - - -
December 31st,2015 532,887,381.42 208,934,078.53 9,957,638.91 5,736,280.81 757,515,379.67
II. Accumulated amortization
December 31st,2014 96,044,340.11 78,935,335.17 2,903,603.99 159,341.13 178,042,620.40
Additions 11,027,651.64 15,490,803.60 855,820.75 1,912,093.56 29,286,369.55
1.Accrual 11,027,651.64 15,490,803.60 855,820.75 1,912,093.56 29,286,369.55
Decreases - - - - -
1.Disposals - - - - -
December 31st,2015 107,071,991.75 94,426,138.77 3,759,424.74 2,071,434.69 207,328,989.95
III. Provision for
impairment
December 31st,2014 - - - - -
Additions - - - - -
1.Accrual - - - - -
Decreases - - - - -
1.Disposals - - - - -
December 31st,2015 - - - - -
IV.Net book value - - - - -
1.December 31st,2015 425,815,389.67 114,507,939.76 6,198,214.17 3,664,846.12 550,186,389.72
2.December 31st,2014 436,813,321.43 129,998,743.36 1,744,339.30 5,576,939.68 574,133,343.77
56
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.16 Development expenditures
Items December 31
st,2014
Additions Decreases
December 31
st,2015
Internal development expenditure
Others Confirmed as
intangible assets
Transferred to the income statement
ERP 7,229,802.88 4,895,302.14 - 3,405,422.12
- 8,719,682.90
Note: Development expenditure is the cost of Yonyou NC-ERP system.The project developed by two phases,
and one has been finished and turned into intangible assets. It is currently carried out phase II..
5.17 Goodwill 5.17.1 The original value of goodwill
Investee December 31st,2014 Additions Decreases December 31st,2015
Shanghai SYP Engineering Glass Co., Ltd.
2,420,911.43 - - 2,420,911.43
Shanghai SYP Building Glass Co., Ltd. 5,222,625.08 - - 5,222,625.08
Total 7,643,536.51 - - 7,643,536.51
5.17.2 Provision for impairment loss Investee December 31st,2014 Accrual December 31st,2015
Shanghai SYP Engineering Glass Co., Ltd. - 2,420,911.43 2,420,911.43
Shanghai SYP Building Glass Co., Ltd. - 5,222,625.08 5,222,625.08
Total - 7,643,536.51 7,643,536.51
Note: The company tested consolidated goodwill at the balance sheet date,and it was found that Shanghai SYP Bulding Glass Co., Ltd and Shanghai SYP Engineering Glass Co., Ltd operated at a loss this year and no excess profit was expected to be brought by the consolidated goodwill.So the company recognized full provision for impairment of goodwill.
5.18 Long-term prepayments
Items December 31st
,2014 Additions Amortization Other
decreases December 31
st,2015
Hob 1,890,992.22 5,203,790.70 1,483,053.21 - 5,611,729.71
Mould 5,681,320.90 5,693,857.11 2,242,522.69 - 9,132,655.32
Others 166,316.45 149,795.27 166,740.62 - 149,371.10
Total 7,738,629.57 11,047,443.08 3,892,316.52 - 14,893,756.13
5.19 Deferred income tax assets/ Deferred income tax liabilities 5.19.1 Undeducted Deferred Income Tax Assets
Items
December 31st,2015 December 31st,2014
Deductible temporary differences
Deferred
income tax assets
Deductible temporary differences
Deferred
income tax assets
Impairment provision 65,638,740.23 15,463,375.25 62,524,964.20 14,875,470.93
57
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.19 Deferred income tax assets/ Deferred income tax liabilities(continued) 5.19.2 Undeducted Deferred Income Tax Liabilities
Items
December 31st,2015 December 31st,2014
Taxable
temporary differences
Deferred
income tax liabilities
Taxable
temporary differences
Deferred
income tax liabilities
Valuation of the trading of financial instruments and derivative financial instruments
108,875,263.40 27,218,815.85 - -
Deferred taxation 41,269,305.01 6,739,569.25 29,727,380.80 1,486,369.04
Total 150,144,568.41 33,958,385.10 29,727,380.80 1,486,369.04
5.19.3 Details of unrealized deferred income tax assets
Items December 31st,2015 December 31st,2014
Deductible temporary differences 801,488,585.83 164,789,590.35 Deductible losses 839,986,054.54 562,801,824.03
Total 1,641,474,640.37 727,591,414.38
5.19.4 Amount of deductible losses of unrealized deferred income tax assets due in the next year.
The Year December 31st,2015 December 31st,2014 Notes
2015 - 425,026.45 2016 64,914,610.37 66,258,006.85 2017 221,303,522.85 221,303,522.85 2018 110,886,449.18 119,007,191.54 2019 150,313,077.09 155,808,076.34 2020 292,568,395.05 -
合计 839,986,054.54 562,801,824.03
58
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.20 Short-term borrowings 5.20.1 Categories Items December 31st,2015 December 31st,2014
Credit loans 1,532,727,600.00 1,618,990,200.00 Pledged loans - 159,094,000.00 Collateral loans 40,000,000.00 232,433,930.00 Guaranteed loans - 40,000,000.00
Total 1,572,727,600.00 2,050,518,130.00
Collateral loans: Chonging SYP Engneering Glass Co.,Ltd. borrowing RMB 40 million Yuan from Agricultural Bank of China use the land use right located in Construction Village Wandong Town Wansheng Economic Development Zone (Real estate license 2014 No. 01882) as collateral.
5.21 Notes payable Categories December 31st,2015 December 31st,2014
Commercial acceptance bills 143,529,172.63 103,787,737.05
Bank acceptance bills 154,994,192.01 109,312,636.73
Total 298,523,364.64 213,100,373.78
5.22 Accounts payable 5.22.1 Accounts payable Items December 31st,2015 December 31st,2014
Within 1 year 510,274,866.08 331,091,787.82
Over 1 year 51,779,181.64 69,934,101.63
Total 562,054,047.72 401,025,889.45
59
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) 5.22 Accounts payable(continued)
5.22.2 Significant accounts payable aged more than one year
Items December 31st,2015 Reasons for
non-repayment
Supplier A 26,527,262.65
Not exceed the credit period
Supplier B 1,634,153.73 Not exceed the credit
period Supplier C 1,375,200.00
Not exceed the credit period
Supplier D 935,432.11 Not exceed the credit
period Supplier E 924,969.30
Not exceed the credit period
Total 31,397,017.79
5.23 Advances from customers 5.23.1 Advances from customers Items December 31st,2015 December 31st,2014
Within 1 year 56,268,747.63 44,525,055.82
Over 1 year 4,188,194.61 7,325,443.49
Total 60,456,942.24 51,850,499.31
5.23.2 Significant advances from customers aged more than one year
Items December 31st,2015
Reasons for non-repayment
Supplier A 326,263.90 Not settled
Supplier B 293,683.35 Not settled
Supplier C 148,700.00 Not settled
Supplier D 116,908.59 Not settled
Total 885,555.84
5.24 Employee benefits payable 5.24.1 Employee benefits payable
Items Opening balance
Additions Decreases Closing balance
1. Short-term employee
benefits 62,344,000.45 544,025,748.60 533,669,226.36 72,700,522.69
2. Post-employment
benefits 1,633,802.71 41,808,235.36 42,498,343.02 943,695.05
3. Termination benefits - 14,136,068.15 12,567,049.75 1,569,018.40
4. Other employee benefits
within one year - - - -
Total 63,977,803.16 599,970,052.11 588,734,619.13 75,213,236.14
60
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.24 Employee benefits payable(continued) 5.24.2 Short-term employee benefits
Items Opening balance
Additions Decreases Closing balance
1. Wages or salaries, bonuses, allowances, subsidies
60,177,556.56 477,524,435.58 467,376,522.97 70,325,469.17
2.Staff welfare 412,281.51 18,495,204.65 18,426,588.44 480,897.72
3.Social security contributions 801,052.50 22,585,127.89 22,858,239.28 527,941.11
Including: Medical insurance 668,824.65 18,877,658.32 19,130,362.85 416,120.12
Work injury insurance 83,895.11 2,253,646.08 2,258,186.65 79,354.54
Maternity insurance 48,332.74 1,453,823.49 1,469,689.78 32,466.45
4.Housing funds 85,042.80 19,994,164.81 19,958,478.61 120,729.00
5.Union running costs and employee education costs
868,067.08 4,754,676.59 4,577,257.98 1,045,485.69
6. Employee benefits arising from non-accumulating paid absences
- - - -
7. Employee benefits payable under a profit-sharing plan
- - - -
8.Others - 672,139.08 472,139.08 200,000.00
Total 62,344,000.45 544,025,748.60 533,669,226.36 72,700,522.69
5.24.3 Defined contribution plans
Items
Opening balance
Additions Decreases Closing balance
Basic pension insurance 1,505,519.87 39,069,350.93 39,705,441.59 869,429.21
Unemployment insurance 119,586.06 2,621,635.42 2,679,029.59 62,191.89
Pension funds 8,696.78 117,249.01 113,871.84 12,073.95
Total 1,633,802.71 41,808,235.36 42,498,343.02 943,695.05
5.25 Taxes and surcharges payable
Categories December 31st,2015 December 31st,2014
Corporate income tax 5,941,984.39 5,179,318.37
Value-added tax 11,830,982.36 14,640,394.44
Business tax 147,638.45 251,574.88
Land use tax 763,153.29 1,105,107.26
Property tax 1,132,768.15 1,436,039.03
Urban construction tax 324,761.71 260,433.62
Education surcharge 394,696.76 327,437.83
Stamp tax 512,615.94 724,499.20
Individual income tax 777,603.91 547,800.61
Others 48,270.16 110,311.43
Total 21,874,475.12 24,582,916.67
61
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.26 Interest payable
Items December 31st,2015 December 31st,2014
Interest payable for long-term borrowings
1,050,823.45 2,331,065.83
Interest payable for short-term borrowings
2,736,473.78 3,407,938.37
Interest payable for enterprise bond
34,301,708.33 -
Total 38,089,005.56 5,739,004.20
5.27 Dividends payable
Items December 31st,2015 December 31st,2014
Ordinary Shares Dividend 3,500,000.00 7,652,119.78
Note: The final dividends payable for Shanghai SYP Kangqiao Auto Glass Co.,Ltd. to deal with Shanghai Building Materials (Group) Co., Ltd. Due to Shanghai SYP Kangqiao Auto Glass Co.,Ltd. is currently in development,so it did not pay.
5.28 Other payables 5.28.1 Reported according to the nature of other payables Items December 31st,2015 December 31st,2014
Accrued costs and expenses 52,295,462.92 33,675,138.73
Payable between enterprises 119,279,293.59 116,192,690.29
Deposits 9,209,511.48 6,967,899.10
Withholding personal social
security
678,206.46 123,812.50
Others 20,451,166.51 20,109,988.23
Total 201,913,640.96 177,069,528.85
5.28.2 Significant other payables aged more than one year
Relationship Amount Reasons
Independent third party
51,920,000.00 Not exceed the credit period
Related party
50,222,074.21 Not exceed the credit period
Related party
3,854,529.56 Not exceed the credit period
Independent third party
1,018,860.00 Not exceed the credit period
Independent third party
750,000.00 Not exceed the credit period
Total 107,765,463.77
62
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.29 Non-current liabilities due within one year Items December 31st,2015 December 31st,2014
Long-term borrowing due within one year
- 77,133,200.00
Long-term payables due within one year
32,202,374.30 164,688,634.75
Total 32,202,374.30 241,821,834.75
5.30 Other current liabilities
5.30.1 Category: Items December 31st,2015 December 31st,2014
Short term bond payable
999,591,666.65
-
5.30.2 Changes of other current liabilities
Bond name Face value Issuing
date Bond period
Issuing value Opening balances
Additions Provision for interest at par
Premium/ Discount amortization
Deceases Final balances
Short-term
financing
bonds
500,000,000.00 2015.3.25 1 year 500,000,000.00 - 499,250,000.00
20,680,000.00
625,000.00
-
499,875,000.00
Short-term
financing
bonds
300,000,000.00 2015.4.27 1 year 300,000,000.00 - 299,400,000.00
10,375,000.00
450,000.00
-
299,850,000.00
Short-term
financing
bonds
200,000,000.00 2015.5.27 1 year 200,000,000.00 - 199,600,000.00
5,584,500.00
266,666.65
-
199,866,666.65
Total 1,000,000,000.0
0 - 998,250,000.00
36,639,500.00
1,341,666.6
5
-
999,591,666.65
5.31 Long-term borrowings
5.31.1 Category of long-term borrowings Items December 31st,2015 December 31st,2014
Guaranteed loans 51,700,000.00 -
Credit loans 49,077,919.75 159,718,569.75
Total 100,777,919.75 159,718,569.75
63
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.31 Long-term borrowings(Continued) 5.31.2 Long-term borrowings
Creditors
Beginning date
Maturity date
Currency
Interest rate
(%)
December 31st,2015 December 31st,2014
Local Currency Amount Local Currency Amount
Bank of China Tianjin Dagang Branch
2013-8-12
2019-8-12
RMB
Benchmark interest rates of
more than 5 years
RMB49,077,919.75
RMB29,077,919.75
Bank of Communications Jiangxia branch
2015-6-30
2020-6-30
RMB
Benchmark interest rates of
more than 5 years
RMB34,000,000.00
-
Bank of Communications Jiangxia branch
2015-5-8
2020-5-8
RMB
Benchmark interest rates of more than
5 years
RMB17,700,000.00
-
5.32 Long-term payables 5.32.1 Long-term payables Items December 31st,2015 December 31st,2014
Financing Lease Payable - 31,785,812.50 Long-term Payable Between
Enterprises
85,623,310.88 -
Total 85,623,310.88 31,785,812.50
64
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.33 Deferred Revenue
Items December 31st
,2014 Increase Decrease December 31st
,2015 Reasons
Government Grant 625,798,722.86 33,915,700.00 16,337,683.66 643,376,739.20 Government Grant Unrealized profit and
loss from sale and leaseback
6,807,557.33 - 6,807,557.33 -
Sale and Leaseback
Total 632,606,280.19 33,915,700.00 23,145,240.99 643,376,739.20
Items related to government grant
Items Opening balance Increase
Included in non-operating
income of 2014
Other
changes Closing balance
Related to assets/profits
Deferred revenue from Jiyang factory relocation compensation
575,660,830.71 -
13,806,489.33
-
561,854,341.38
Related to assets
Grant for construction energy saving glass deep processing project Infrastructure
31,672,000.00 -
1,845,750.00
-
29,826,250.00
Related to assets
Technical innovation and energy efficiency improvement project for SASAC enterprises
18,465,892.15 - 423,463.67 - 18,042,428.48
Related to assets
Industrial transformation and upgrading project
16,000,000.00 - - 16,000,000.00 Related to assets
The colored glaze line DIP Project
-
1,600,000.00
26,666.66
-
1,573,333.34
Related to assets
Technological transformation for annual output of 800000 pieces of high performance special windshield production line
-
4,550,000.00
-
- 4,550,000.00 Related to assets
Chongqing infrastructure - 11,765,700.00 235,314.00 - 11,530,386.00 Related to assets
Total 625,798,722.86 33,915,700.00 16,337,683.66 - 643,376,739.20
5.34 Paid in Capital
Items December 31st,2014 Movement(+、-) December 31st,2015
Shares Proportions
(%)
New issues
Bonus share
s
Capitalized capital reserve
Others Total Shares Proportions
(%)
1. RMB common shares 747,416,067 79.94 - - - - - 747,416,067 79.94 2. Domestically listed foreign shares
187,500,002 20.06 - - - - - 187,500,002 20.06
Total shares 934,916,069 100.00 - - - - - 934,916,069 100.00
5.35 Capital reserve
Items December 31
st,2014
Additions for the year
Decreases for
the year December 31
st,2015
Share premium 1,121,291,075.63 - - 1,121,291,075.63
Other capital reserve 1,752,324.48 - - 1,752,324.48
Total 1,123,043,400.11 - - 1,123,043,400.11
65
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) 5.36 Other comprehensive income
Items
December 31
st,
2014
Amount of 2015
December 31st
, 2015
Amount before income tax
Less: Other comprehensive
income transferred to net profit and
loss
Less: Income tax
Other comprehensive income after tax attribute to the
Company
Other comprehensive income after tax attribute to the
Minority interest
I. Other comprehensive income couldn’t be reclassified into the profits and losses
- - - - - - -
( I ) Other comprehensive income couldn’t be reclassified into the profits and losses
- - - - - - -
1.Remeasurement of changes in net liabilities or net assets under defined benefit plans
- - - - - - -
2.The unit of other comprehensive income could not be reclassified to income statements of the investee under the equity methods
-12,670,868.57 108,875,263.39 - 27,218,815.85 80,839,883.07 816,564.47 68,169,014.50
( II ) Other comprehensive income could be reclassified into the profits and losses
- - - - - - -
1. The unit of other comprehensive income will be reclassified to income statements of the investee under the equity methods
- 108,875,263.39 - 27,218,815.85 80,839,883.07 816,564.47 80,839,883.07
2.Gains or losses from the changes of fair value of available for sale financial assets
- - - - - - -
3. Gains or losses from the reclassification of hold-to-maturity investments to available for sale financial assets.
- - - - - - -
4. The effective part of cash flow hedging gains and losses
-12,670,868.57 - - - - - -12,670,868.57
III. Total other Comprehensive income -12,670,868.57 108,875,263.39 - 27,218,815.85 80,839,883.07 816,564.47 68,169,014.50
66
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.37 Surplus reserve
Items December 31st,2014
Additions for the year
Decreases for the year
December 31st,2015
Statutory surplus reserve 303,321,222.31 4,068,679.11 - 307,389,901.42 Discretionary surplus reserve 184,814,366.85 - - 184,814,366.85
Total 488,135,589.16 4,068,679.11 - 492,204,268.27
The net profit of the parent company of 2015 is RMB40,686,791.13yuan and appropriated the
statutory surplus reserve according to 10% of the net profit.
5.38 Inappropriate profits
Items Year 2015 Year 2014
Balance as at Dec. 31, 2014 before adjustments 645,090,957.98 639,411,459.37 Adjusted amount of the opening balance (Increase+,
Decrease-)
- -
Balance as at Dec. 31, 2014 after adjustments 645,090,957.98 639,411,459.37 Including: Net profits attributable to equity holders of
the Company
-364,267,244.39 53,354,016.90
Less: Appropriation of statutory surplus reserve 4,068,679.11 10,277,875.61 Appropriation of discretionary surplus reserve - - Ordinary shares' dividends payable 18,698,321.38 37,396,642.68 Ordinary shares’ dividends converted into equity - - Inappropriate profits at the year end 258,056,713.10 645,090,957.98
5.39 Revenue and cost of sales
5.39.1Revenue and cost of sales
Items Year 2015
Year 2014
Revenue Cost Revenue Cost
Main operations
2,694,124,940.8
6 2,235,197,157.57 2,809,447,515.72 2,217,731,250.71
Other
operations
53,618,330.91 32,131,191.11 55,465,436.64 46,965,328.82
Total
2,747,743,271.7
7 2,267,328,348.68 2,864,912,952.36 2,264,696,579.53
5.39.2 Revenue and cost of main operations analyzed by product are set out below(in ten thousands)
Items Year 2015 Year 2014
Revenue Cost Revenue Cost
Processed glass 142,920.50 119,154.38 154,692.95 118,220.18
Float glass 64,868.24 56,786.34 81,178.35 68,790.11
Auto glass 61,623.75 47,579.00 45,073.45 34,762.84
269,412.49 223,519.72 280,944.75 221,773.13
67
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.39 Revenue and cost of sales(continued) 5.39.3 Revenue and cost of main operations analyzed by region are set out below(in ten thousands)
Regions Year 2015 Year 2014
Revenue Cost Revenue Cost
Beijing 13,345.51 11,502.05 17,931.19 14,804.42
Shanghai 63,233.94 46,049.57 42,718.48 27,138.22
Northeast 24,015.22 21,294.65 38,418.45 31,835.50
North China 6,804.45 6,312.62 20,265.16 17,863.44
Eastern China 69,865.48 60,751.70 98,672.32 79,382.61
South China 29,247.77 26,154.69 23,242.98 19,787.05
Central China 18,065.03 15,471.48 8,989.72 7,242.65
Northwest 1,914.06 1,902.00 1,266.72 1,185.23
Southwest 19,657.59 16,327.15 14,847.79 12,226.61
Overseas customer
23,263.45 17,753.80 14,591.94 10,307.40
269,412.49 223,519.72 280,944.75 221,773.13
5.39.4 Top five customers are analyzed as below:
Customer Name Revenue Proportion of the total revenue
Customer A 117,427,973.18 4.27%
Customer B 95,781,100.54 3.49%
Customer C 95,364,154.54 3.47%
Customer D 65,966,059.55 2.40%
Customer E 50,458,905.86 1.84%
Total 424,998,193.67 15.47%
5.40 Business taxes and levies
Items Year 2015 Year 2014
Business tax 3,276,709.37 2,416,902.97
Urban construction tax 6,702,705.87 5,557,977.70
Education surcharge 6,642,276.98 6,393,901.70
River management fee and water conservancy fund
780,274.14 812,066.10
Total 17,401,966.36 15,180,848.47
68
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.41 Selling and distribution expenses
Items Year 2015 Year 2014
Employee expenses 56,428,128.15 46,615,178.22 Freight and insurance 96,842,792.45 92,475,038.07 Office expenses 8,534,696.03 5,613,441.65 Entertainment expenses 7,660,492.90 7,210,184.25 Sales commission 18,649,207.43 15,486,147.05 Travelling expenses 7,539,154.90 5,327,987.27 Quality loss 6,406,898.41 1,483,891.64 Rental fees 4,016,380.46 4,132,560.94 Storage fees 14,401,251.04 8,231,426.58 Marketing fees 1,367,329.75 823,287.71 Others 774,021.25 732,540.75
Total 222,620,352.77 188,131,684.13
5.42 General and administrative expenses
Items Year 2015 Year 2014
Employee benefits expenses 147,737,448.43 130,165,892.13 R&D expenses 61,167,165.96 72,360,852.73 Depreciation and amortization 29,972,203.16 30,361,119.85 Taxation expenses 19,927,079.91 22,287,215.50 Consulting services expenses 8,304,215.83 5,537,171.65 Property and rental fees 8,454,528.35 4,570,040.65 Water, electronic expenses and
consumption of materials
9,088,476.08 7,276,336.68
Entertainment expenses 2,305,953.97 3,006,257.74
Travelling expenses 4,775,622.93 5,796,106.71
Office and correspondence fees 3,937,512.48 3,494,456.58
Repair costs 1,520,302.85 4,407,674.19
Vehicle costs 5,313,817.16 4,692,118.89
Shut-down loss 35,874,491.26 19,893,102.44
The labor protection articles 2,606,500.82 2,029,200.24
Labor union and employee
education expenses
1,898,055.63 1,774,066.14
Labor protection fees 730,740.51 1,290,172.74
Canteen fees 4,360,266.25 3,624,720.37
Personnel management fees 3,928,549.95 3,804,183.92
Board of directors' expenses 718,677.57 743,637.99
Insurance expenses 2,456,983.02 993,876.48
Testing and certification fees 813,774.50 1,286,697.27
Others 4,877,524.77 5,236,658.95
Total 360,769,891.39 334,631,559.84
69
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.43 Financial expenses Items Year 2015 Year 2014
Interest expenses 145,139,025.42 130,676,994.81
Less: interest income 6,957,702.67 9,517,389.79
Net interest expenses 138,181,322.75 121,159,605.02
Foreign exchange loss 32,511,391.93 5,267,700.19
Less: foreign exchange income 18,492,121.14 7,748,938.75
Foreign exchange loss-net 14,019,270.79 -2,481,238.56
Bank charges and others 6,493,268.71 3,866,833.55
Total 158,693,862.25 122,545,200.01
5.44 Assets impairment losses Items Year 2015 Year 2014
Bad debt provision 6,639,482.45 8,155,570.20 Provision for the decline in value of inventories 74,397,638.10 17,635,243.57 Impairment losses of fixed assets 123,212,567.55 676,849.72 Impairment losses of construction in progress 104,596,797.60 - Impairment losses of goodwill 7,643,536.51 -
Total 316,490,022.21 26,467,663.49
5.45 Gain (loss) from changes in fair value Gains resulted from changes in fair values of
the following
Year 2015 Year 2014
Held-for-trading financial assets - -1,115,982.11
5.46 Investment income
Items Year 2015 Year 2014
Gains of long-term equity investment recognized under equity method
- -
Gains on disposal of long-term equity investments
- -
Gains on financial asset measured at fair value and the variation is included in the current profits and losses
- -
Gains on disposal of financial asset measured at fair value and the variation is included in the current profits and losses
- 1,405,929.83
Gains on held-for-maturity investments during holding period
- -
Gains on available for sale financial assets
30,163,016.76 -
Gains on disposal of available for sale financial assets
- -
Gains on held-for-maturity investments - - Gains on financing products 63,877,771.70 49,513,019.37
Total 94,040,788.46 50,918,949.20
70
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.47 Non-operating incomes 5.47.1 Non-operating incomes
Items Year 2015 Year 2014 Including:
extraordinary gains or losses
Gains on disposal of non-current assets 14,589,698.81 10,382,202.51 14,589,698.81
Including: Gains on disposal of fixed assets
14,589,698.81 10,382,202.51
14,589,698.81
Gains on disposal of intangible assets - - -
Compensation income 1,950.00 5,050.00 1,950.00
Government grants 21,836,731.93 51,155,601.49 21,836,731.93
Unplayable accounts payable 611,397.91 19,434,031.40 611,397.91
Others 155,333.18 29,565.08 155,333.18
Total 37,195,111.83 81,006,450.48 37,195,111.83
5.47.2 Government grants
Category Year 2015 Year 2014 Asset related/
Income related
Amortization of government grants associated with assets 13,806,489.33 32,431,977.64 Asset related
Patent support funds 5,655.00 7,910.00 Income related
Pudong district employee professional training financial
subsidies
- 15,165.00
Income related
financial subsidies - 439,000.00 Income related
Self-owned brand project reward fund - 200,000.00 Income related
Awards on outstanding tax contributions - 250,000.00 Income related
Subsidy of special energy-saving and low-radiation glass
material
300,000.00 500,000.00
Income related
Electronically Subsidies - 500,000.00 Income related
Technical reconstruction special fund - 1,350,000.00 Income related
Discount compensation - 325,200.00 Income related
Electronically Subsidies - 64,800.00 Income related
Industry special fund - 3,698,000.00 Income related
University students subsidy fund - 13,300.00 Income related
Building energy saving glass deep processing project
subsidy
- 428,000.00 Asset related
Encourage the expansion of export reward fund - 25,022.00 Income related
Subsidy for source of pollution - 5,000.00 Income related
Technical innovation and energy efficiency improvement
project for SASAC enterprises
423,463.67 10,034,107.85 Asset related
Kangqiao industry district “Special contribution enterprise”
reward
- 10,000.00 Income related
71
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.47 Non-operating incomes(continue) 5.47.2 Government grants(continue)
Category Year 2015 Year 2014 Asset related/
Income related
Employee training financial subsidies - 502,617.00 Income related
Employee professional training financial subsidies - 355,502.00 Income related
Pudong district financial subsidies 113,000.00 - Income related
Subsidy for cleaner production 330,000.00 - Income related
Pudong district development of science and technology
fund
216,000.00 - Income related
Subsidy for patent model 120,000.00 - Income related
Little Giant reward on Science and Technology 1,218,359.17 - Income related
Tianjing financial subsidies 574,086.10 - Income related
Subsidy for Chongqing infrastructure 2,883,650.00 - Asset related
Chongqing colored glaze line DIP special subsidy funds 26,666.66 - Asset related
Individual income tax return 14,400.00 - Income related
Chongqing Wansheng economic development zone
subsidiy
552,648.00 - Income related
Subsidiy for patent Pilot work of the enterprises in Shanghai 280,000.00 - Income related
Subsidy for building materials simulation technology 707,000.00 - Income related
Subsidy for Wuhan infrastructure 235,314.00 - Asset related
Subsidy for Yizheng export base of 2015 30,000.00 - Income related
Total 21,836,731.93 51,155,601.49
5.48 Non-operating expenses
Items Year 2015 Year 2014 Including:
extraordinary gains or losses
Losses on disposal of non-current assets
1,184,295.90 956,613.29 1,184,295.90
Including: Losses on disposal of fixed assets
1,184,295.90
956,613.29
1,184,295.90
Fines and penalties 103,426.49 114,956.40 103,426.49
Others 3,931.80 21,048.74 3,931.80
Total 1,291,654.19 1,092,618.43 1,291,654.19
5.49 Income tax expenses 5.49.1 Income tax expenses Items Year 2015 Year 2014
Current income tax calculated according to tax law and related regulations
18,626,127.83 27,618,030.88
72
Deferred income tax 4,665,295.89 2,264,352.00
Total 23,291,423.72 29,882,382.88
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.49 Income tax expenses(continue)
5.49.2 Adjustment procedure of accounting profit and income tax
Items Year 2015
Total profit -465,616,925.79
Income tax expenses based on the calculation of statutory tax rate
-116,404,231.47
Impact on the different income tax rate of subsidiary company 23,833,210.70
Impact on the adjustment of previous income tax 887,442.60
Impact on Non-taxable income -9,741,678.61
Impact on un-deductible cost, expenses and losses -10,194,685.56
Impact on the deductible losses from the unrealized deferred income tax assets of previous years
-3,737,165.03
Impact on the deductible temporary difference/losses from unrealized deferred income tax assets of current year
131,897,566.56
Impact on the timing difference from realized deferred income tax liabilities of current year
6,739,569.24
As sales income 11,395.29
Income tax expenses 23,291,423.72
5.50 Notes to consolidated cash flow statements 5.50.1 Cash received relating to other operating activities
Items Year 2015 Year 2014
Interest income 6,957,702.67 9,517,389.79 Subsidies 8,030,242.60 18,758,238.93 Decrease in circulation restricted
deposit 112,832,877.84 20,532,983.41
Exchanges between enterprises 24,844,102.11 4,514,581.30 Others 613,347.91 5,070,470.27
Total 153,278,273.13 58,393,663.70
5.50.2 Cash paid relating to other operating activities
Items Year 2015 Year 2014
Payments relating to selling and distribution expenses
166,617,109.08 138,335,381.52
Payments relating to general and administrative expenses
133,317,476.63 130,534,081.21
Bank charges 6,493,268.71 3,866,833.55 Restricted cash - 56,786,703.48 Others 107,358.29 136,005.14
Total 306,535,212.71 329,659,004.90
73
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.50 Notes to consolidated cash flow statements(continue) 5.50.3 Cash received relating to other investing activities
Items Year 2015 Year 2014
Investment related government subsidy 29,365,700.00 32,100,000.00
Increased margin related investment activtiy
23,707,405.69 -
53,073,105.69 32,100,000.00
5.50.4 Cash paid relating to other investing activities
Items Year 2015 Year 2014
Increase of Project guarantee bail - 25,522,000.00
5.50.5Cash paid relating to other financing activities
Items Year 2015 Year 2014
Financing lease rent 87,481,150.57 173,119,188.82
74
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.51 Supplementary information to the cash flow statement
5.51.1 Supplementary information to the cash flow statement
Items Year 2015 Year 2014
I. Reconciliation of net profit to cash flow from operating activities:
Net profit -488,908,349.51 13,093,833.15
Add: Provision for asset impairment 316,490,022.21 26,467,663.49
Depreciation of fixed assets and biological assets and depletion of oil and gas assets
335,992,958.94 327,608,516.21
Amortization of intangible assets 29,286,369.55 25,602,561.59
Amortization of long-term prepaid expenses 3,892,316.52 2,031,571.48
Losses on disposal of fixed assets, intangible assets and
other long-term assets (Less gains)
-13,405,402.91 -9,425,589.22
Losses on Write-off of fixed assets - -
Losses on changes in fair values (less gains) - 1,115,982.11
Financial expenses (less income) 151,915,288.51 128,195,756.25
Losses arising from investments (less gains) -94,040,788.46 -50,918,949.20
Decrease in deferred tax assets (less increase) -587,904.32 3,443,986.09
Increase in deferred tax liabilities (less decrease) 5,253,200.21 -1,179,634.09
Decrease in inventories (less increase) -57,481,856.96 -103,221,693.10
Decrease in operating receivables (less increase) 123,195,408.15 -27,402,429.08
Increase in operating payables (less decrease) 219,368,915.32 -106,996,743.37
Others - -
Net cash flow from operating activities 530,970,177.25 228,414,832.31
II. Significant investing and financing activities that do not
involve cash receipts and payments:
Conversion of debt into capital - -
Convertible bonds due within one year - -
Fixed assets acquired under finance leases - -
III. Net changes in cash and cash equivalents:
Closing balance of cash 354,759,111.15 204,320,327.09
Less: Opening balance of cash 204,320,327.09 1,462,058,408.52
Add: Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase in cash and cash equivalents 150,438,784.06 -1,257,738,081.43
75
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) 5.51 Supplementary information to the cash flow statement(continued) 5.51.2 Cash and cash equivalents Items December 31st, 2015 December 31st, 2014
I. Cash 354,759,111.15 204,320,327.09
Including: Cash on hand 6,638.77 50,479.31
Cash at bank readily withdrawn on demand 354,752,472.38 204,269,847.78
Other currency funds readily withdrawn on
demand
-
-
II. Cash equivalents - - Including: debt investment due within three
months -
-
III. Cash and cash equivalent at year end 354,759,111.15 204,320,327.09
Including: restricted cash and cash equivalents of parent company or intergroup subsidiaries
- -
5.52 Restricted assets on ownership or usage right
Items Book value as at
December 31st, 2015 Reasons
Cash and cash equivalents 56,928,728.33 Circulation of bail is limited Fixed assets 92,679,748.27 Pledge for bank loans Intangible assets 61,035,871.09 Pledge for bank loans
Total 210,644,347.69
76
5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
5.53 Foreign currency items 5.53.1 Foreign currency items
Items Closing balance as at December 31st, 2015 of Foreign Currency
Exchange rate Closing balance as at
December 31st, 2015 of RMB
Cash and cash equivalents Including: USD 6,461,136.78 6.4936 41,956,037.79 EURO 128,933.50 7.0952 914,808.97 HKD 2,294.45 0.8378 1,922.29 GBP 10.42 9.6159 100.20 JPY 2,328.00 0.0539 125.48 AUD 28,584.35 4.7276 135,135.37 Account Receivable Including: USD 1,027,781.95 6.4936 6,674,004.87 EURO 745,086.61 7.0952 5,286,538.52 HKD 1,292,027.83 0.8378 1,082,460.92 AUD 850,417.87 4.7276 4,020,435.52 Other receivables Including: USD 149,751.64 6.4936 972,427.25 Advances to suppliers Including: USD 18,182.08 6.4936 118,067.15 EURO 14,396.16 7.0952 102,143.63 Advances from customers Including: USD 1,121,382.52 6.4936 7,281,809.53 JPY 5,976.00 0.0539 322.11 Account payable Including: USD 2,398,348.89 6.4936 15,573,918.35 EURO 3,362,439.61 7.0952 23,857,181.52 GBP 503,526.22 9.6159 4,841,857.78 AUD 8,595.24 4.7276 40,634.86 Other payables Including: USD 2,639,158.09 6.4936 17,137,636.97 Short-term loan Including: USD 3,500,000.00 6.4936 22,727,600.00 Long-term payables Including: USD 13,185,800.00 6.4936 85,623,310.88
6 CHANGES IN SCOPE OF CONSOLIDATION
6.1 Business combination of entities under common controls
6.1.1 Business combination of entities under common controls in the reporting period The company added an enterprise in the scope of consolidation in the reporting period,the combined party
named Shanghai SYP Chengding Investment Partnership (Limited Partnership) which paid-in capital is RMB234,400,000.00 and investment proportion is 99%.
77
7 DISCLOSURE OF INTERESTS IN OTHER ENTITIES
7.1 Equity in the subsidiaries 7.1.1 Composition of the Group s
Full name of subsidiaries
Operating Address
Registered Address
Business nature Shares(%)
Access to subsidiaries Direct Indirect
Tianjin SYP Engineering Glass Co., Ltd.
Tianjin Tianjin Manufacturing - 100 Invested
Jiangsu Pilkington SYP Glass Co., Ltd.
Changshu Changshu Manufacturing 50 - Invested
Changshu SYP Special Glass Co., Ltd.
Changshu Changshu Manufacturing 75 25 Invested
Jiangsu Huadong SYP Glass Co., Ltd.
Changshu Changshu Manufacturing 100 - Invested
Jiangmen SYP Engineering Glass Co., Ltd.
Jiangmen Jiangmen Manufacturing - 100 Invested
Glasslink Limited Hongkong Hongkong Trading 100 - Invested
Tianjin Pilkington SYP Glass Co., Ltd.
Tianjin Tianjin Manufacturing - 57 Invested
Chongqing SYP Engineering Glass Co., Ltd.
Chongqing Chongqing Manufacturing 100 - Invested
Shanghai SYP Building Glass Co., Ltd.
Shanghai Shanghai Manufacturing 71.25 25 Business combination
involving entities not under common control
Shanghai SYP Engineering Glass Co., Ltd.
Shanghai Shanghai Manufacturing - 100 Business combination
involving entities not under common control
Guangdong SYP Glass Co., Ltd.
Shenzhen Shenzhen Manufacturing - 100 Business combination
involving entities not under common control
Tianjin SYP Glass Co., Ltd. Tianjin Tianjin Manufacturing 50 25
Business combination involving entities not under
common control
Shanghai SYP Kangqiao Auto Glass Co.,Ltd
Shanghai Shanghai Manufacturing 50.26 - Business combination
involving entities not under common control
Yizheng SYP Auto Glass Co.,Ltd
Yizheng Yizheng Manufacturing - 100 Business combination
involving entities not under common control
Wuhan SYP Kangqiao Auto Glass Co.,Ltd
Wuhan Wuhan Manufacturing - 100 Business combination
involving entities not under common control
Shanghai SYP Shijin CoatsGlass Co., Ltd
Shanghai Shanghai Manufacturing - 51 Business combination
involving entities not under common control
Shanghai SYP Investment Co.,Ltd.
Shanghai Shanghai Investing 100 - Invested
Shanghai SYP Chengding Investment partnership (limited partnership)
Shanghai Shanghai Investing - 99 Invested
The company holds 50% shares of Jiangsu Pilkington SYP Glass Co.,(hereafter refer to Jiangsu Pilkington) and was entrusted to manage Jiangsu Pilkington, the company can be appointed and approved Jiangsu Pilkington’s key management personnel, leading the economic activities of Jiangsu Pilkington and effectively control Jiangsu Pilkington, so Jiangsu Pilkington was included in the consolidated scope in financial statements as a subsidiary..
78
7 DISCLOSURE OF INTERESTS IN OTHER ENTITIES(CONTINUED)
7.1 Equity in the subsidiaries 7.1.2 Important Partially-owned subsidiaries
Full name of subsidiaries
Shares portion
of minority (%)
Gains and losses
attributable to the
minority shareholders
of 2015
Declaration amount of
dividends to minority
shareholders of 2015
Closing balance of
minority interest
Jiangsu Pilkington SYP Glass Co., Ltd.
50 -53,093,772.31 - 36,787,255.65
Shanghai SYP Building Glass Co., Ltd.
3.75 -2,445,102.85 - 16,080,276.43
Tianjin SYP Glass Co., Ltd.
25 -11,354,151.26 - 126,223,529.54
Tianjin Pilkington SYP Glass Co., Ltd.
43 -62,783,774.08 - 66,565,901.49
Shanghai SYP Kangqiao Auto Glass Co.,Ltd
49.74 4,580,877.06 - 344,551,851.83
79
7 DISCLOSURE OF INTERESTS IN OTHER ENTITIES(CONTINUED)
7.1.3 Financial information of important Partially-owned subsidiaries Unit: Ten thousand
Subsidiaries’
Name
December 31st
, 2015 December 31st
, 2014
Current assets Non-current
assets Total assets
Current
liabilities
Non-current
liabilities
Total
liabilities
Current
assets
Non-current
assets
Total
assets
Current
liabilities
Non-current
liabilities
Total
liabilities
Jiangsu Pilkington SYP Glass Co., Ltd.
23,821.56 44,848.81 68,670.37 43,750.58 17,562.33 61,312.91 27,840.52 55,389.50 83,230.02 65,253.81 - 65,253.81
Shanghai SYP Building Glass Co., Ltd.
74,272.47 105,646.39 179,918.86 111,514.52 4,907.79 116,422.31 71,856.69 115,240.88 187,097.57 98,887.70 15,971.86 114,859.56
Tianjin SYP Glass Co., Ltd.
44,473.36 113,261.62 157,734.98 76,081.44 24,507.53 100,588.97 47,537.28 121,829.04 169,366.32 76,714.78 24,685.50 101,400.28
Tianjin Pilkington SYP Glass Co., Ltd. 15,023.39 27,101.80 42,125.19 26,644.75 - 26,644.75 18,150.66 34,418.26 52,568.92 22,487.60 - 22,487.60
Shanghai SYP Kangqiao Auto Glass Co.,Ltd
55,076.86 73,200.04 128,276.90 50,121.56 8,582.28 58,703.84 56,872.00 46,168.92 103,040.92 32,588.73 1,846.59 34,435.32
Subsidiaries’ Name
Year 2015 Year 2014
Revenue Net profit
Total
comprehensive
income
Net cash flows from
operating activities Revenue Net profit
Total
comprehensive
income
Net cash flows from
operating activities
Jiangsu Pilkington SYP Glass Co., Ltd. 32,630.16 -10,618.75 -10,618.75 2,563.55 39,580.91 -4,002.03 -4,002.03 -1,559.44
Shanghai SYP Building Glass Co., Ltd. 131,624.20 -8,741.46 -8,741.46 24,618.60 149,095.41 6,198.54 6,198.54 24,407.88
Tianjin SYP Glass Co., Ltd. 58,668.18 -10,820.04 -10,820.04 6,343.26 62,504.38 -1,373.93 -1,373.93 8,173.72
Tianjin Pilkington SYP Glass Co., Ltd 25,412.09 -14,600.88 -14,600.88 1,118.63 23,946.74 -6,590.60 -6,590.60 -1,337.00
Shanghai SYP Kangqiao Auto Glass Co.,Ltd 64,148.01 920.96 920.96 12,552.22 46,965.99 614.48 614.48 -3,527.91
80
7 DISCLOSURE OF INTERESTS IN OTHER ENTITIES(CONTINUED)
7.2 Equity in the associates or joint ventures
7.2.1 Associates
Name of Associates
Operating Address
Registered Address
Business nature
Shares(%) Accounting methods for associates and
joint ventures Direct Indirect
Beijing Pennvasia Glass Co., Ltd.
Beijing Beijing Manufacturing and sales of glass
35.00 - Equity method
Luanxian Xiaochuan Glass Silica Sand Co., Ltd.
LuanXian, Hebei Province
LuanXian, Hebei Province
Manufacturing and sales of silica sand
35.00 - Equity method
7.2.2 Financial information of Associates
Items
Closing balance/Actual amount of 2015
Closing balance/Actual amount of 2014
Book value of investment - -
Total amount according to the
calculation of the shareholding portion
Net profit -5,269,317.23 -2,605,126.58
Other comprehensive income - -
Total comprehensive income -5,269,317.23 -2,605,126.58
7.2.3 The excess loss of associate
Name of Associates Unrealized cumulative losses of prior period
Unrealized loss of the
current period(or the net profit shared in the current
period)
Unrealized cumulative losses as
at Dec 31, 2015
Beijing Pennvasia Glass Co., Ltd. -9,548,153.23 -5,290,828.32 -14,838,981.55
Luanxian Xiaochuan Glass Silica Sand Co., Ltd. -1,132,938.24 21,511.09 -1,111,427.15
81
8 THE DISCLOSEURE OF FAIR VALUE
8.1 The Closing fair value of assets and liabilities at air value
Iterms
Fair value at Dec 31st, 2015
The first level
measured at fair value
The second level measured
at fair value measurement
The third level measured at fair
value measurement
Total
Sustaining fair value
( I)Financial assets at fair value and
through profit or loss
1. Trading financial assets - - - -
1.1 Investment in debt instruments - - - -
1.2 Investments in equity instruments - - - -
1.3 Derivative financial assets - - - -
2. Financial assets designated as at fair value and through profit or loss
2.1 Investment in debt instruments - - - -
2.2 Investments in equity instruments - - - -
(II) .Available for sale financial assets 342,234,132.92 - - 342,234,132.92
1. Investment in debt instruments - - - -
2. Investments in equity instruments 342,234,132.92 - - 342,234,132.92
3.Others - - - -
(III)Investment property
1. Leased land use rights - - - -
2. Rental buildings - - - -
3.Held and prepared for transfer after appreciation land use rights
- - - -
(IV)Biological assets
1. Consumable biological assets - - - -
2. Productive biological assets - - - -
……
Continues to fair value of total assets 342,234,132.92 - - 342,234,132.92
(V)Trading financial liabilities
1. Trading bonds issued - - - -
2. Derivative financial liabilities - - - -
3.Others - - - -
(VI)Financial liabilities designated at fair value through profit or loss
- - - -
……
Continues to fair value of total liabilities - - - -
II.Non-continuous measurement of fair value
(I)Assets held for sale - - - -
……
Unsustainable fair value of total assets - - - -
……
Unsustainable fair value of total liabilities - - - -
8.2 The basis for determining market price measured by continuous and non-continuous fair value of the first
level: publicly traded price.
82
9 RELATED PARTIES AND RELATED PARTY TRANSACTIONS
9.1 Related parties where a control relationship exists
Company Name Place of
registration
Nature of business
Registered Capital
(in RMB ten thousands)
Proportion of shareholdings
(%)
Proportion of voting power
(%)
Shanghai Building Materials (Group) Corporation
Shanghai
Industrial investments
200,000 27.69 27.69
The ultimate controller of the company: Shanghai Real Estate(Group) Co.,Ltd
9.2 Subsidiaries of the Company
Please refer to the information of subsidiaries of the company in Note 7.1.
9.3 Associates of the Group Please refer to the information of associates of the company in Note 7.2.
9.4 Other related parties of the Company
Company Name Relationship
Pilkington Group Ltd. and its subsidiaries Important equity shareholders Shanghai Boji Intelligent Curtain Wall Co.,Ltd Subsidiary of the parent company Shanghai Boji Intelligent Curtain Wall Glass New
Materials Co.,Ltd Subsidiary of the parent company
9.5 Related party transactions
9.5.1 Purchase and sales of goods/ receipt and rendering of services
9.5.1.1 Purchase of goods/receipt of services
Related parties Nature of
transactions Year 2015 Year 2014
Pilkington Group Ltd. and its subsidiaries
Purchase of equipments and
materials 269,156.95 108,820.21
Pilkington Group Ltd. and its subsidiaries Receipt of services 5,791,334.99 10,395,048.59 Pilkington Group Ltd. and its subsidiaries Interest 2,311,961.54 2,311,961.53 Luanxian Xiaochuan Glass Silica Sand Co., Ltd. Purchase of silicon 5,189,854.88 6,350,266.44 9.5.1.2 Sales of goods/rendering of services
Related parties Nature of
transactions Year 2015 Year 2014
Pilkington Group Ltd. and its subsidiaries Sales of glass 2,022,898.64 5,124,463.89 Shanghai Boji Intelligent Curtain Wall Co.,Ltd Sales of glass 6,333,082.68 7,484,005.83
Shanghai Boji Intelligent Curtain Wall Glass New Materials Co.,Ltd
Sales of glass 2,460,744.36 -
83
9 RELATED PARTIES AND RELATED PARTY TRANSACTIONS(CONTINUED)
9.5 Related parties transactions(continued)
9.5.2 Guarantees The company is guarantor:
Guaranteed party Guaranteed
amount
Commencing date
Maturity
date Completed
Wuhan SYP Kangqiao Auto Glass Co.,Ltd 17,700,000.00 2015-5-8 2020-5-8 NO
Wuhan SYP Kangqiao Auto Glass Co.,Ltd 34,000,000.00 2015-6-30 2020-6-30 NO
9.5.3 Key management personnel remuneration
Items Year 2015 Year 2014
Key management personnel remuneration 5.638 million 7.995 million
9.6 Balance due to/from related parties
9.6.1 Balance due from related parties
Items Name of
related parties
December 31st,2015
December 31st,2014
Gross
Amount
Bad debt provision
Gross Amount
Bad debt provision
Accounts receivable Pilkington Group
Ltd.
111,704.34 2,234.09 4,035,295.21 80,705.90
Accounts receivable
Shanghai Boji Intelligent Curtain Wall Co.,Ltd
368,195.59 7,363.91 3,660,735.95 73,214.72
Accounts receivable
Shanghai Boji Intelligent Curtain Wall Glass New Materials Co.,Ltd
160,200.91 3,024.02 - -
Other receivables
Luanxian Xiaochuan Glass Silica Sand Co., Ltd.
16,720,362.20 16,720,362.20 16,720,362.20 16,720,362.20
Other receivables Beijing Pennvasia
Glass Co., Ltd.
12,089,114.66 12,089,114.66 12,089,114.66 12,089,114.66
9.6.2 Balance due to related parties
Items Name of related parties
December 31st,2015
December 31st,2014
Net Book Value Net Book Value
Accounts payable Pilkington Group Ltd. 26,527,262.65 34,040,649.28
Other payables Pilkington Group Ltd. 59,154,839.82 50,459,043.99
Other payables Shanghai Building Materials (Group) Corporation
3,854,529.56 3,854,529.56
Dividends payable Shanghai Building Materials (Group) Corporation
3,500,000.00 3,500,000.00
Non-current liabilities due within one year
Pilkington Group Ltd. - 80,683,910.20
Long-term payables Pilkington Group Ltd. 85,623,310.88 -
Advance payments Shanghai Boji Intelligent Curtain Wall Co.,Ltd
15,320.35 628.73
84
10 COMMITMENTS AND CONTINGENCIES
10.1 Significant commitments As at December 31st, 2015, the Company has no significant commitments that need to be disclosed.
10.2 Contingencies
As at December 31st, 2015, the Company has no significant contingencies that need to be disclosed. 11 EVENTS AFTER BALANCE SHEET According to the annual profit distribution plan adopted at eighth session of the board of directors the
eighth meeting, net profit attributable to equity holders of the year is negative,and no annual profit distribution or Capital reserve capitalization proposed in 2015. The profit distribution plan will be commented after approval of the general meeting of shareholders.
Except for the above-mentioned events, as at March 29th,2016, the Company has no significant events after
balance sheet that need to be disclosed. 12 OTHER SIGNIFICANT EVENTS The company did not have any other important matters in the reporting period which have a significant
impact in reading and understanding of the financial statements.
85
13 NOTES TO THE COMPANY FINANCIAL STATEMENTS
13.1 Accounts receivable
13.1.1 Accounts receivable are analyzed by categories as follows:
December 31st
, 2015 December 31st
, 2014
Category
Gross Amount Bad debt provision Gross Amount Bad debt provision
Amount Proportion
s (%)
Amount Proportion
s (%)
Amount Proportion
s (%)
Amount Proportions
(%)
Individually significant and provided for bad debts separately
- - - - - - - -
Provided for bad debts by portfolio
- - - - - - - -
Portfolio 1 84,231,999.07 76.83 20,656,877.08 24.52 112,001,737.06 100.00 23,429,156.62 20.92
Portfolio 2 25,299,441.78 23.08 - - - - - -
Sub-total 109,531,440.85 99.91 20,656,877.08 18.86 112,001,737.06 100.00 23,429,156.62 20.92
Individually not significant but provided for bad debts separately
99,420.03 0.09 99,420.03 100.00 - - - -
Total 109,630,860.88 100.00 20,756,297.11 18.93 112,001,737.06 100.00 23,429,156.62 20.92
13.1.2 Accounts receivable that are provided for provision using the aging analysis
Aging December 31st, 2015
Gross Amount Bad debt provision Proportions
Within 6 months 2,141,671.85 42,833.44 2% 7-12 months 7,012,062.35 350,603.12 5% 1-2 years 50,428,085.25 5,042,808.53 10% 2-3 years 9,969,350.31 1,993,870.06 20% 3-4 years 1,028,195.02 308,458.51 30% 4-5 years 1,835,827.17 1,101,496.30 60% Over 5 years 11,816,807.12 11,816,807.12 100%
Total 84,231,999.07 20,656,877.08
Aging December 31st, 2014
Gross Amount Bad debt provision Proportions
Within 6 months 75,629,426.55 1,512,588.53 2% 7-12 months 338,084.32 16,904.22 5% 1-2 years 10,000,888.17 1,000,088.82 10% 2-3 years 2,659,506.94 531,901.39 20% 3-4 years 4,125,996.32 1,237,798.90 30% 4-5 years 294,900.01 176,940.01 60% Over 5 years 18,952,934.75 18,952,934.75 100%
Total 112,001,737.06 23,429,156.62
86
13 NOTES TO THE COMPANY FINANCIAL STATEMENTS(CONTINUED)
13.1 Accounts receivable(continued)
13.1.3Accounts receivable individually significant and provided for bad debts separately
Customer’s Name Gross Amount
Bad debt provision
Proportions
(%) Reason
None - - -
13.1.4 Accounts receivable individually not significant but provided for bad debts separately
Customer’s Name Gross Amount
Bad debt provision
Proportions
(%) Reason
A company 99,420.03 99,420.03 100.00 Uncollectible
13.1.5 The provision of bad debts recovered or reversed in this period. The Reversal for bad debts of the current period is 554,374.41 Yuan; There is no previous written-off of accounts
receivable recovered in this period.
13.1.6 Write-off of accounts receivable during the reporting period:
Customer’s Name
Nature of receivables
Amount
written off Reasons
Related party transactions
Several customers
Trade receivables
2,118,485.10
Balance of receivables with long-aging which failed to be collected despite several attempts to collect or with bankrupt customers
No
13.1.7 Top five outstanding amounts
Customer’s Name
Relationship Amount Aging
Proportion of the outstanding amounts to
the total accounts
receivable(%)
Customer A
Independent third party
34,792,010.52
Within 2 years and over 5 years
31.74
Customer B
Independent third party
16,487,216.49
Within 3 years 15.04
Customer C
Independent third party
7,655,149.70
Within 2 years 6.98
Customer D
Independent third party
3,197,126.36
Within 1 years 2.92
Customer E
Independent third party
2,630,345.09
Within 2 years 2.40
87
13 NOTES TO THE COMPANY FINANCIAL STATEMENTS(CONTINUED)
13.2 Other receivables
13.2.1 Other receivables are analyzed by categories as follows:
December 31st, 2015 December 31st, 2014
Categories Gross Amount
Bad debt provision
Gross Amount
Bad debt provision
Amount (%) Amount (%) Amount (%) Amount (%) Individually significant and provided for bad debts separately
- - - - - - - -
Provided for bad debts by portfolio
Portfolio 1 1,735,636.07 0.08 999,663.91 57.60 3,946,740.70 0.31 1,139,201.85 28.86
Portfolio 2 2,297,339,411.17 99.92 - - 1,260,310,030.48 99.69 - -
Sub-total 2,299,075,047.24 100.00 999,663.91 0.04 1,264,256,771.18 100.00 1,139,201.85 0.09
Individually not significant but provided for bad debts separately
- - - - - - - -
Total 2,299,075,047.24 100.00 999,663.91 0.04 1,264,256,771.18 100.00 1,139,201.85 00.09
13.2.2 Other receivables that are provided for provision using the aging analysis
Aging December 31st, 2015
Gross Amount Bad debt provision Proportions
1-6 months 281,619.78 5,632.40 2% 7-12 months - - 5% 1-2 years - - 10% 2-3 years 524,980.10 104,996.02 20% 3-4 years 1.00 0.30 30% 4-5 years 100,000.00 60,000.00 60% Over 5 years 829,035.19 829,035.19 100%
Total 1,735,636.07 999,663.91
Aging December 31st, 2014
Gross Amount Bad debt provision Proportions
1-6 months 1,153,088.06 23,061.76 2% 7-12 months 870,848.89 43,542.44 5% 1-2 years 600,379.10 60,037.91 10% 2-3 years 3,228.33 645.67 20% 3-4 years 210,726.00 63,217.80 30% 4-5 years 399,435.13 239,661.08 60% Over 5 years 709,035.19 709,035.19 100%
Total 3,946,740.70 1,139,201.85
88
13 NOTES TO THE COMPANY FINANCIAL STATEMENTS(CONTINUED)
13.2 Other receivables(continued) 13.2.3 The provision of bad debts recovered or reversed in this period. The Reversal for bad debts of the current period is 139,537.94 Yuan,and there is no previous written-off of
other receivables recovered in this period. 13.2.4 There is no write off other payables in this reporting period.
13.2.5 Nature of other payables
Nature of other payables December 31st,2015 December 31st,2014
Deposits 20,924,980.10 21,517,527.10 Loans from enterprises 2,277,772,402.55 1,240,619,065.67 Petty cash 327,663.59 757,098.70 Others 50,001.00 1,363,079.71
Total 2,299,075,047.24 1,264,256,771.18
13.2.6 Top five other receivables
Customer’s
Name Relationship Amount Aging
Proportion of the outstanding amounts
to the total other
receivables(%)
Customer A Related party 576,323,249.13 Within 2 years 25.07 Customer B Related party 401,210,385.28 Within 3 years 17.45
Customer C Related party 259,670,952.86 Within 2 years 11.29 Customer D Related party 254,834,417.52 Within 3 years 11.08 Customer E Related party 214,021,048.07 Within 1 year 9.31
13.3 Long-term equity investment 13.3.1 Long-term equity investment
Items
December 31st
,2015 December 31st
,2014
Gross Amount Provision for impairment
loss Net book value Gross Amount
Provision for
impairment loss
Net book value
Investments in subsidiaries
1,222,858,895.72 - 1,222,858,895.72 1,201,768,895.72 - 1,201,768,895.72
89
13 NOTES TO THE COMPANY FINANCIAL STATEMENTS(CONTINUED)
13.3 Long-term equity investment(continued)
13.3.2 Investments in subsidiaries
Investee December 31st
,2014 Additions for
the year
Decreases for the year
December 31st
,2015 Addition of
provision for impairment loss
Provision for
impairment loss
Tianjin SYP Glass Co., Ltd. 77,040,847.00 - - 77,040,847.00 - -
Shanghai SYP Building Glass Co., Ltd. 233,908,515.75 - - 233,908,515.75 - -
Glasslink Limited 7,448,940.00 - - 7,448,940.00 - -
Jiangsu Pilkington SYP Glass Co., Ltd. 194,768,042.34 - - 194,768,042.34 - -
Changshu SYP Special Glass Co., Ltd. 126,314,824.99 - - 126,314,824.99 - -
Jiangsu Huadong SYP Glass Co., Ltd. 50,000,000.00 - - 50,000,000.00 - -
Chongqing SYP Engineering Glass Co., Ltd 75,000,000.00 21,090,000.00 - 96,090,000.00 - -
Shanghai SYP Kangqiao Auto Glass Co., Ltd. 337,287,725.64 - - 337,287,725.64 - -
Shanghai SYP Investment Co.,Ltd. 100,000,000.00 - - 100,000,000.00 - -
Total 1,201,768,895.72 21,090,000.00 - 1,222,858,895.72 - -
90
13 NOTES TO THE COMPANY FINANCIAL STATEMENTS(CONTINUED)
13.4 Revenue and cost of sales
Items Year 2015
Year 2014
Revenue Cost Revenue Cost
Major operations 38,976,571.20 38,976,335.28 129,358,443.48 129,344,697.44 Other operations 104,443,725.78 56,750,477.84 87,966,510.60 70,299,384.52
Total 143,420,296.98 95,726,813.12 217,324,954.08 199,644,081.96
13.5 Investment income Items Year 2015 Year 2014
Gains of long-term equity investment recognized under cost method
- 50,195,356.70
Gains of long-term equity investment recognized under equity method
- -1,704,933.15
Gains on disposal of long-term equity investments
- -
Gains on held-for-trading financial assets during holding period
- -
Gains on disposal of held-for-trading financial assets - 1,405,929.83 Gains on held-for-maturity investments during
holding period -
-
Gains on held-for-maturity investments - - Gains on the holding of Available for sale financial
assets
30,163,016.76 -
Gains on disposal of Available for sale financial assets
- -
Gains on Financial products 63,868,566.27 49,513,019.37
Total 94,031,583.03 99,409,372.75
91
14 SUPPLEMENTARY INFORMATION
14.1 Schedule of extraordinary gains or losses Items Year 2015 Notes
Gains or losses from the disposal of non-current assets, including the reversal of the provision of impairment loss
13,405,402.91
Tax allowance and exemption which were approved by overstepping authorities or approved without former approval documents or accidental happened.
-
Government grants recognized through the profits or losses, except for those closely relating to the Company's normal operations and continuous enjoying based on certain amount or quantity according to the relevant regulations of the State
21,836,731.93
Payment for the use of state funds which was included in the profits and losses of the reporting period
-
Gains or losses from Investment cost is less than the fair value of the identifiable net assets of the invested enterprise when the company obtain the subsidiary companies, associated enterprises and joint enterprises.
-
Gains or losses from nonmonetary assets exchange. - Gains or losses from the assets invested or managed on behalf of
others
63,877,771.70
The assets provision caused by irresistible force, e.g. natural disasters
-
Gains or losses from debt restructuring - Expenses of enterprises restructuring, e.g. find place expenses for
unemployed workers, integration costs.
-
Gains or losses from transaction of the unfair transaction price excess the fair value
-
Net profit of subsidiaries from the beginning of the current year to the combination date of the business combination under the common control
-
Gains or losses from the contingencies which unrelated to the company normal business
-
In addition to the normal operation of the business related to the effective hedging business, gains or losses from changing of fair value of holding trading financial assets and financial liabilities, and gains or losses from disposal of trading financial assets, financial liabilities held for trading and available for sale financial assets.
30,163,016.76
Reversed receivables of individual impairment test for impairment - Gains from entrusted loans provided to outsiders - Gains or losses from the changes in the fair value model for
subsequent measurement of the fair value of investment real estate.
-
Gains or losses from the one-time adjustment effected in the profits and losses of the current period according to the requirement of the tax, accounting and other laws.
-
Trustee fee income from be entrusted with the operation - Other extraordinary income and expense besides above listed 661,322.80 Other items satisfied the definition of extraordinary gains or losses - Effect of income tax -523,940.16 Extraordinary gains or losses attributable to minority shareholders
(after tax)
-846,940.04
Total 128,573,365.90
92
14 SUPPLEMENTARY INFORMATION (CONTINUED)
14.2 Return on net assets and EPS
Profit for the reporting period
Weighted average return on
net assets
EPS
Basic EPS Diluted EPS
Calculated based on net profit attributable to ordinary equity holders
-12.19 -0.39 -0.39
Calculated based on net profit attributable to ordinary equity holders after extraordinary gains and losses
-16.50 -0.53 -0.53
15 APPROVAL OF FINANCIAL STATEMENTS The Company and consolidated financial statements were approved by the board of directors and
authorized for issue. SYP Glass Group Co., Ltd. Legal representative:Jian Zhao Accountant in charge:Yuejiang Chu Head of accounting department:Shijun Bian Date: March 29th, 2016