东旭B:2016年第三季度报告正文(英文版)

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The Third Quarterly Report 2016

Stock code :000413,200413 Abbreviation:Dongxu Optoelectronic, Dongxu B Announcement:2016-113

Dongxu Optoelectronic Technology Co., Ltd.

The Third Quarterly Report 2016

October 2016

1

The Third Quarterly Report 2016

I. Important Notice

The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives of the Company

hereby guarantees that there are no misstatement, misleading representation or important omissions in this report

and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof.

All of the directors presented the board meeting at which this Quarterly Report was examined.

Mr. Li Zhaoting, The Company leader, Mr. Zhou Bo, Chief financial officer and the Mr.Gao Feipeng, the person

in charge of the accounting department (the person in charge of the accounting )declare: the financial report

carried in this report is authentic and completed

2

The Third Quarterly Report 2016

II. Main financial data and changes of shareholders

I.Main financial data and financial index

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed

and accounting error correction or not.

□ Yes √ No

As at the end of the reporting Changed (%)over end of

As at the end of last year

period prev. year

Gross assets(RMB) 39,342,234,739.38 28,798,623,253.33 36.61%

Net assets attributable to the

shareholders of the listed company 21,766,571,634.57 14,319,481,941.28 52.01%

(RMB)

Increase/decrease over Between beginning of

Changed (%)over

Reporting period the same period of last the year to the end of

end of prev. year

year(%) the report period

Operating income(RMB) 1,379,624,393.30 38.15% 4,261,683,547.71 68.92%

Net profit attributable to the

shareholders of the listed company 255,873,197.91 -24.70% 801,836,908.63 8.37%

(RMB)

Net profit after deducting of

non-recurring gain/loss attributable

158,346,261.62 49.41% 618,240,914.75 95.18%

to the shareholders of listed

company(RMB)

Cash flow generated by business

-- -- 1,629,350,095.12 22.47%

operation, net(RMB)

Basic earning per

0.06 -53.85% 0.20 -28.57%

share(RMB/Share)

Diluted gains per

0.06 -53.85% 0.20 -28.57%

share(RMB/Share)(RMB/Share)

Weighted average income/asset

1.51% -2.03% 5.23% -2.54%

ratio(%)

In RMB

Amount from beginning of

Items the year to the end of the Notes

report period

Non-current asset disposal gain/loss(including the write-off part

-4,535.74

for which assets impairment provision is made)

3

The Third Quarterly Report 2016

Government subsidies recognized in current gain and

loss(excluding those closely related to the Company’s business 195,277,780.91

and granted under the state’s policies)

Gain/loss on loans obtained by entrusting others 2,165,094.33

Other non-operating income and expenditure beside for the above

711,781.87

items

Less: Influenced amount of income tax 4,418,812.65

Amount of influence of minority interests(After tax) 10,135,314.84

Total 183,595,993.88 --

For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on

information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and

its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure

for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as

recurring gains and losses, it is necessary to explain the reason.

□ Applicable√ Not applicable

None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information

disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.

4

The Third Quarterly Report 2016

II.Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting Period

1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered

and the Shares Held by Top Ten Common Shareholders

In shares

Total preference

shareholders with

Total number of common 314,070(including 296,583 shareholders holding A the voting power

0

shareholders at the period-end shares and 17,487 shareholders holding B shares) recovered at the end

of the reporting

period(if any)

Shares held by the top 10 shareholders

Amount of Pledging or freezing

Share

Properties of tradable shares

Shareholder name proportion Quantity Status of the

shareholder with Conditional Quantity

% shares

held

Domestic Non

Dongxu Group -State-owned legal 11.37% 561,483,467 Pledge 522,238,042

person

Domestic Non

Shijiazhuang Baoshi Electronic

-State-owned legal 6.73% 332,382,171 Pledge 148,856,500

Group Co., Ltd.

person

China Fund Management Co.,

Ltd.-Huaxia Bank-TTCO Trust

Co., Ltd.-TTCO Trust Co., Ltd. Other 4.51% 222,575,516

-Shunjing No.5 Single capital

trust

Minsheng Royal Fund

Management Co., Ltd.-Ping An

Bank-Ping An Trust-Ping An Other 3.71% 183,284,457

Wealth* Huitai No.163 Single

Fund Trust

Bosera Capital-Ping An Bank-

Ping An Trust-Ping An Wealth* Other 3.38% 167,155,426

Huitai No.164 Single Fund Trust

Guangzhou Securities-China

Guangfa Bank-Guangzhou

Securities No.2 Collective Asset Other 2.67% 131,964,809

Management Plan of Kunpeng

Dingcheng

Sws Mu Fund Management

Other 2.25% 111,287,758

Co.,Ltd.-China Merchants

5

The Third Quarterly Report 2016

Bank-Huarun Shen State

investment trust-Ruihua

increase funds No. 2 Collective

capital trust plan

Penghua Fund-Ningbo Bank-

Daye Trust-Daye TrustDongxu

Other 2.25% 111,287,758

Optoelectronic increase funds II

Single fund trust

STAS Asset Management-

Ningbo Bank-Minsheng Trust-

China Minsheng TrustZhixin Other 2.25% 111,287,758

No.208 Dongxu Optoelectronic

increase collective fund trust plan

Domestic Non

Shenzhen Taianer Information

-State-owned legal 2.24% 110,492,845

Technology Co., Ltd.

person

Domestic Non

Qianhai Equity Investment Fund

-State-owned legal 2.24% 110,492,845

(LP)

person

Nuoan Fund-Industrial

Securities-Nanjing Shuangan Other 2.24% 110,492,845

Assets Management Co., Ltd.

Shares held by the Top 10 Shareholders of Non-restricted shares

Number of the non-restricted shares Share type

Shareholders’ Names

held Share type Quantity

RMB Common

Shijiazhuang Baoshi Electronic Group Co., Ltd. 332,382,171 332,382,171

shares

RMB Common

Dongxu Group 121,600,770 121,600,770

shares

RMB Common

China Securities Finance Co., Ltd. 54,333,771 54,333,771

shares

Bank of China-Huaxia New Economic Mixed RMB Common

36,608,098 36,608,098

Securities Investment Funds shares

RMB Common

Central Huijin Investment Ltd. 24,205,500 24,205,500

shares

RMB Common

Xie Xiantuan 16,188,700 16,188,700

shares

RMB Common

Wang Yong 7,430,000 7,430,000

shares

Yinhua Funds-Agricultural Bank of China-Yinhua 6,632,927 RMB Common 6,632,927

6

The Third Quarterly Report 2016

CSI Financial Asset management Plan shares

Foreign shares

placed in

China Merchants Securities(HK) Co., Ltd. 6,199,611 6,199,611

domestic

exchange

China Mensheng Bank-Yinhua Shenzhen 100 index RMB Common

4,995,557 4,995,557

securities investment fund shares

Among the top ten shareholders holding non-restricted negotiable shares,

Dongxu Group and Baoshi Group have relationship and constitute persons

Explanation on shareholders participating in the margin taking concerted action. The Company does not know whether there is

trading business relationship between the other top 8 shareholders holding non-restricted

negotiable shares and between such shareholders and the other top 8

shareholders.

The natural persons in the top ten Non-restricted common stockholders

Participation of top 10 unconditional common share Xie Xiantuan holds 15,688.700 shares through stock account with credit

shareholders in securities margin trading (if any) transaction and guarantee of Huatai Securities Co., Ltd., taking 0.32% of

the total shares in the company.

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a

buy-back agreement dealing in reporting period.

□ Yes √ No

The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company

have no buy –back agreement dealing in reporting period.

2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of

the report period

□ Applicable √Not applicable

III Significant Events

I. Major changes of main accounting statement items and financial indicators in the reporting period, as

well as reasons for the changes

√ Applicable □ Not applicable

Amount at the beginning

Items in Amount at the end of Rate of

No of period Reason for change

statements period/ This period change(%)

/Same period of last year

Monetary Mainly due to sales increase and

1 22,239,580,714.19 12,409,510,170.26 79.21%

capital will increase the funds in place

2 Other account 55,197,871.28 65.58% Mainly due to financial leases

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The Third Quarterly Report 2016

receivable 91,394,960.37 lead to margin

Construction in Mainly due to construction in

3 1,896,280,268.51 3,433,016,388.90 -44.76%

process progress into fixed assets

Other Mainly due to the project

4 non-current 243,279,174.31 52.46% prepayment is reclassified to this

370,900,829.95

assets subject

Advances Mainly due to in advance to pay

5 97,920,689.41 255.35%

received 347,957,086.36 back the principal

Mainly due to Zhengzhou Xufei,

Other account Shijiazhuang Xuxin new

6 539,796,113.78 -64.58%

payable 191,189,379.56 shareholders to pay the original

equity

Non-current

Mainly due to financial leases and

7 liability due in 1 1,665,978,540.07 876,987,200.00 89.97%

borrowings increased

year

Long-term Mainly due to increase in

8 57,000,000.00 1561.51%

account payable 947,062,155.36 financial leasing

Deferred Mainly due to leaseback

9 246,925,387.61 41.33%

income 348,982,112.26 leaseback

Mainly due to the current

high-end equipment and technical

Operational

10 4,261,683,547.71 2,522,921,170.69 68.92% services, LCD glass substrate,

income

sapphire material sales revenue

increased

Mainly due to the increase in

11 Operational cost 2,883,454,282.36 1,526,856,989.57 88.85% sales revenue led to an increase in

operating costs

Mainly due to increase in the

company's income and the

corresponding expenditure of the

12 Sales expense 28,022,381.82 72.75%

48,408,463.62 shipping costs, wages and

benefits, advertising and other

increase

Mainly due to provision for bad

Asset

13 -4,875,826.03 217.72% debts is increased in the current

impairment loss 5,739,824.95

period

Non-operational Mainly due to reduction in

14 504,291,218.44 -61.09%

income 196,230,891.80 government grants received

Net cash flow Mainly due to increase funds in

15 8,960,824,235.97 2,105,064,497.79 325.68%

generated by place

8

The Third Quarterly Report 2016

financing

II. The progress of significant events and influence, as well as the analysis and explanation on resolving

proposal.

√ Applicable □ Not applicable

On July 28, 2016, the China Securities Regulatory Commission (CSRC) issued the Reply on Approval of

Non-public Issuance of Shares by Dongxu Optoelectronic Technology Co.,Ltd by CSRC [2016] No. 1322 and

approved the company’s non-public share-issuance of issuing no more than 1,104,928,457 new shares.

On August 12, 2016, Zhongxing Caiguanghua Certified Public Accountants (Special General Partnership) issued

the Capital Verification Report of ZXCGHSYZ (2016) No. 105007 to verify the non-public to issue

1,104,928,457 ordinary shares (A shares)(par value per share is RMB 1.00) with the issuing price of 6.29 yuan /

share, and the company has totally raised RMB 6,949,999,994.53.

On August 18, 2015, the company has completed the registration and trusteeship procedure of the shares issued in

the non-public share-issuance in China Securities Depository and Clearing Co., Ltd Shenzhen Branch.

August 26, 2016, the new shares have been listed on the Shenzhen Stock Exchange, the limited period of 12

months, is expected to be traded on August 26, 2017 (in case of non-trading days postponed)

Description of the website for disclosing provisional

Overview of material matters Date of disclosing

announcements

Non-public offering through China Securities Journal , Securities Times, Shanghai Securities

May 19,2016

examination News ,Hong Kong Commercial Daily and www.cninfo.com.cn.

The CSRC issued a formal hair China Securities Journal , Securities Times, Shanghai Securities

July 28,2016

staling document News ,Hong Kong Commercial Daily and www.cninfo.com.cn.

China Securities Journal , Securities Times, Shanghai Securities

Listing Report August 25,2016

News ,Hong Kong Commercial Daily and www.cninfo.com.cn.

III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer,

directors, supervisors, senior executives or other related parties in the reporting period and commitments

unfinished in implementation at the end of the reporting period

√ Applicable □ Not applicable

Time of Period of

Commitment Fulfillme

Commitment Type Contents making commitme

maker nt

commitment nt

If listed companies plans to sell tradable stocks

Shijiazhuang through the bid trading system of Shenzhen

Baoshi Share Stock Exchange and sell greater than 5% of Under

Commitment on March 29, Long-term

Electronics reduction shares within six months after the first sales, Fulfillme

share reform 2007 effective

Group Co., commitment will disclose the contents specified by the Form nt

Ltd Guide to Prompt Announcement of Removing

Restriction on Sales of Non-tradable Stocks of

9

The Third Quarterly Report 2016

Listed Companies through the prompt

announcement of disclosing sales of listed

companies.

Commitment in

the acquisition

report or the

report on equity

changes

Commitment

made upon the

assets

replacement

1.From the date of commitment letter issued,

except the managed hosting company for

Dongxue Optoelectronic , this company and

majority-owned subsidiaries do not in any way,

directly or indirectly engaged in business and

Dongxue Optoelectronic and its subsidiaries are

the same, or similar, future Dongxue

Optoelectronic shares and its subsidiaries are

not engaged in the same or similar businesses.

2.The company assurances against the use of

precious stones share any act prejudicial to the

control relationship of Dongxu Optoelectronic

Commitmen

interests and its wholly-owned subsidiaries,

ts on

holding, or causing Dongxue Optoelectronic

horizontal

Commitments shares and its wholly-owned subsidiaries, Under

competition, December Long-term

made upon Li Zhaoting holding form business competition decisions. 3. Fulfillme

related 22, 2011 effective

issuance The company will not directly invest, purchase nt

transaction

and Dongxu Optoelectronic identical or similar

and capital

business enterprises and projects.

occupation

4.If the assets owned by the Dongxu

Optoelectronic . compete with , the company

will adopt effective measures and give up the

same business.5. If the reason of the oneself is

the cause of horizontal competition with

Baoshi Stock and resulted in losses to Baoshi

Stock, the oneself will bear the relevant full

responsibilities.6. Under the circumstance

with in accordance with securities regulatory

conditions, the oneself promised that all the

stake that entrusted to the escrow company

managed by Baoshi Stock will be injected

10

The Third Quarterly Report 2016

into Baoshi Stock. As long as the oneself is

the actual controller of Baoshi Stock, the

commitment is valid.

1.From the date of commitment letter issued,

except the managed hosting company for

Dongxue Optoelectronic , this company and

majority-owned subsidiaries do not in any way,

directly or indirectly engaged in business and

Dongxue Optoelectronic and its subsidiaries are

the same, or similar, future Dongxue

Optoelectronic shares and its subsidiaries are

not engaged in the same or similar businesses.

2.The company assurances against the use of

precious stones share any act prejudicial to the

control relationship of Dongxu Optoelectronic

interests and its wholly-owned subsidiaries,

holding, or causing Dongxue Optoelectronic

shares and its wholly-owned subsidiaries,

Dongxu holding form business competition decisions. 3.

Group, The company will not directly invest, purchase

Commitmen

Dongxu and Dongxu Optoelectronic identical or similar

ts on

Optoelectronic business enterprises and projects.

horizontal

Investment 4.If the assets owned by the Dongxu Under

competition, Long-term

Co., Ltd., Optoelectronic . compete with , the company April 1,2012 Fulfillme

related effective

Shijiazhuang will adopt effective measures and give up the nt

transaction

Baoshi same business. 5. If the company has horizontal

and capital

Electronics competition with Dongxu Optoelectronic and

occupation

Group Co., lead to lose to it, the company will bear all the

Ltd responsibilities.6. Before December 31, 2015,

by way of designated placement, the company

will transfer all the shares that Dongxu

Optoelectronic Investment, entrusted to

Zhengzhou Xufei company and all the shares

that are entrusted to Baoshi Group, to Dongxu

Optoelectronics; Before December 31, 2016, by

way of designated placement, the company will

transfer all the shares that Dongxu Group

entrusted to Dongxu Yingkou and Sichuan

Xuhong to Dongxu Optoelectronics. Within the

time limit mentioned above, if there were the

external factors such as a depression of industry

as a whole, or the changes in regulatory

requirements, which lead to the result that the

shares of hosting company can not meet the

11

The Third Quarterly Report 2016

requirements of capital investment, Li Zhaoting,

the actual controller, Dongxu Optoelectronic

Investment , Dongxu Group and Baoshi Group

as well as the company will actively negotiate

with related parties, continue to entrust the

above mentioned shares and the power of

management to Dongxu Optoelectronics.

Within the period when the company is still the

controlling shareholder of Dongxu

Optoelectronics, the commitments are in effect.

Dongxu Group Co., Ltd. subscribed for 25.01%

Share of the shares privately issued by the Company

Dongxu April April Complete

limited and promised that the period of sale restriction

Group 18,2013 18,2016 d

commitment of such shares was 36 months from the first day

of listing.

In view of:The main business of Dongxu

Optoelectronic is the production of TFT-LCD

glass substrate, and the company now is

applying for non-public offering of ,bonds (2)

Dongxu Group is the controlling shareholder of

Dongxu Optoelectronic; and during the period

of holding, Dongxu Group has signed patent

license contracts separately with Dongxu

Optoelectronic and its subsidiaries including

Wuhu Dongxu Optoelectronic Science and

Technology Co., Ltd. (hereinafter referred to as

Wuhu Optoelectronic), Wuhu Dongxu

Optoelectronic Equipment Technology Co., Ltd.

Other Valid for 5 Under

Dongxu (hereinafter referred to as Wuhu Equipment) February

Commitmen years Fulfillme

Group and Shijiazhuang Dongxu Optoelectronic 8,2015

t nt

Equipment Technology Co., Ltd. (hereinafter

referred to as Shijiazhuang Equipment). For this

purpose, Dongxu Group has made following

promises: Any patents related to panel display

glass substrate not included in the aforesaid

Contract on the Licensing of Patent

Exploitation obtained by Dongxu Group in the

future, Dongxu group shall sign a free contract

of licensing the new pertinent patents with the

company and the company’s subsidiaries

(Wuhu Optoelectronic Technology Co.,Ltd,

Wuhu Equipment Company and Shijiazhuang

Equipment Company) with the same articles of

12

The Third Quarterly Report 2016

the former patent licensing contract. After the

company successfully completed the issuance

of corporate bonds, whether Dongxu group

control the company during the duration of the

bonds, Dongxu group shall renew the patent

licensing contract unreserved with the company

and the company’s subsidiaries (Wuhu

Optoelectronic Technology Co.,Ltd, Wuhu

Equipment Company and Shijiazhuang

Equipment Company) under the company’s

requirement until the bonds expired.

Dongxu investment/Baoshi group promised the

net profit level of the next three years and profit

compensation scheme in respective to Xuxin

Optoelectronic Technology Co., Ltd as follows:

The Net profits after deducting non-recurring

gain or loss that are attributable to Xuxin

Optoelectronic Technology Co., Ltd in year

2015, year 2016, year 2017, year 2018 shall

Dongxu

accordingly be not less than

Optoelectronic Performance

RMB23.3488million, RMB55.4205million,

Investment commitment

RMB 86.6277million, RMB 158.345 million. If

Co., Ltd., and Under

any year’s actual net profits are less than the March December

Shijiazhuang compensatio Fulfillme

estimated profits as aforesaid within the 2,2015 31,2018

Baoshi n nt

compensation period, Baoshi group shall make

Electronics arrangement

up the difference in accordance with the

Group Co., s

aforesaid principles in cash to Dongxu

Ltd

Optoelectronic Technology Co., Ltd; If the

actual net profits are not less than the estimated

profits, there is no need for Dongxu investment

Baoshi group to carry out the compensation.

The compensation period includes the year

contained the date on which the transaction

completed and the subsequent two consecutive

accounting years.

In view of:

The main business of Dongxu Optoelectronic is

the production of TFT-LCD glass substrate, and

Other Under

Dongxu the company now is applying for non-public June 17, Long-term

Commitmen Fulfillme

Group offering of stock; (2) Dongxu Group is the 2015 effective

t nt

controlling shareholder of Dongxu

Optoelectronic; and during the period of

holding, Dongxu Group has signed patent

13

The Third Quarterly Report 2016

license contracts separately with Dongxu

Optoelectronic and its subsidiaries including

Wuhu Dongxu Optoelectronic Science and

Technology Co., Ltd. (hereinafter referred to as

Wuhu Optoelectronic), Wuhu Dongxu

Optoelectronic Equipment Technology Co., Ltd.

(hereinafter referred to as Wuhu Equipment)

and Shijiazhuang Dongxu Optoelectronic

Equipment Technology Co., Ltd. (hereinafter

referred to as Shijiazhuang Equipment). For this

purpose, Dongxu Group has made following

promises: within the term of validity involving

patent right stated in patent license contracts,

whether Dongxu Optoelectronic is in the

control of Dongxu Group or not, Dongxu Group

promises that when the above mentioned patent

license contracts expire, the group will

unconditionally renew the contracts with

Dongxu Optoelectronic and its subsidiaries

(Wuhu Optoelectronic, Wuhu Equipment,

Shijiazhuang Equipment and etc) according to

the terms of original contracts based on the

requirements of Dongxu Optoelectronic.

To avoid the horizontal competition with the

issuer, the company’s actual

controller-Zhaoting, Li and the holding

company-Dongxu group promised: 1. As of this

declaration and from the date of commitment

letter issued, except the managed hosting

companies, the other companies directly or

Commitmen

indirectly controlled by the controller or

ts on

holding company have no horizontal

horizontal

Li Zhaoting; competitions with Dongxu Optoelectronic December Under

competition, Long-term

Dongxu Technology Co., Ltd. 2. Any other companies 16, Fulfillme

related effective

Group controlled by the actual controller or holding 2015 nt

transaction

company shall avoid businesses identical or

and capital

similar to the company may lead to a

occupation

competitive relation and cannot do any harm

activities to Dongxu Optoelectronic Technology

Co., Ltd and companies controlled by Dongxu

Optoelectronic Technology Co., Ltd as long as

there are no alterations of the actual controller

and the holding company. Any businesses

opportunities under the main business scope of

14

The Third Quarterly Report 2016

Dongxu Optoelectronic Technology Co., Ltd

and its controlled companies shall not take by

the companies controlled by the actual

controller or the holding company, and the

business opportunities shall be given to Dongxu

Optoelectronic Technology Co., Ltd and its

controlled companies.3. As long as the actual

controller and the holding company are the

same, the actual controller and the holding

company shall continue to strictly performance

the relevant declarations and commitments of

avoiding horizontal competition.

Dongxu

Group;Changj

The company, one of the subscription objects,

iang Securities

promised that after Dongxu Optoelectronic

(Shanghai )As

Technology Co., Ltd completed the non public

set

issuance of shares to the company and specific

Management

objects for raising funds, the shares (New

Co.,

shares) issued by Dongxu Optoelectronic

Ltd.;Kunshan

Share Technology Co., Ltd and subscribed by the Under

Development December16 December

limited company shall not be transferred to any others Fulfillme

Zone State ,2015 16,2018

commitment in 36 months commenced from the publicly nt

Investment

listed date of the new shares. As a result of the

Co.,

issuance of new shares by the Company to the

Ltd.;Beijing

Company, the shareholding of Dongxu

Yingfei Hailin

Optoelectronic Co., Ltd. by Dongxu

Investment

Optoelectronic Co., Ltd. will also be subject to

Center

the above commitments.

(Limited

partnership).

Guangzhou

Securities Co.,

Ltd., Huaan

It was promised that after Dongxu

Future Asset

Optoelectronic Technology Co., Ltd completed

Management

the non public issuance of shares to the

(Shanghai) Share Under

company and specific objects for raising funds, December16 December

Co., limited Fulfillme

the new shares subscribed by the company shall ,2015 16,2016

Ltd.;Minsheng commitment nt

not be transferred to any others in 12 months

Bank Fund

commenced from the publicly listed date of the

Management

new shares

Co., Ltd.;

Boshi Assets

Management

15

The Third Quarterly Report 2016

Co., Ltd.

In view of: Dongxu Optoelectronic Technology

Co., Ltd. is applying for public offering of

corporate bonds, and the total scale of bonds

will not exceed 1 billion yuan. After the

deduction of issue expenses, all the funds raised

are planed to be used to supplement the

liquidity and support the R&D, production and

material purchase of glass substrate and the

equipment. Thus, the demands of business

operation and expansion in the company will be

Dongxu To raise

satisfied. The company promises: 1. The funds Under

Optoelectronic funds to use February 10, Valid for 5

raised through the public offering of corporate Fulfillme

Technology the 2016 years

bonds will not be directly or indirectly invested nt

Co., Ltd. commitment

in real estate development business, or used to

increase the capital fund or as loans in

subsidiaries engaged in real estate business; 2.

the funds raised through the public offering of

corporate bonds will not be used for real estate

development business in any form. The term of

validity of the promises is consistent with the

duration of the corporate bonds issued in the

company this time.

Qianhai The subscription of this issue a total of nine,

Equity namely Qianhai Equity Investment Fund

Investment (LP);AEGON-Industrial Fund,Shenzhen

Fund Taianer Information Technology Co.,

(LP);AEGON- Ltd.,Penghua Fund Management Co.,

Industrial Ltd.;China Fund Management Co., Ltd.,China

Fund;Shenzhe Life AMP Asset Management Co., Ltd.,Nuoan

n Taianer Fund Management Co., Ltd.,Zhongou STAS

Information Share Asset Management(Shanghai)Co., Ltd. And Under

August August

Technology limited Sws Mu Fund Management Co., Ltd.The Fulfillme

26,2016 25,2017

Co., commitment aforesaid issuer has issued the following nt

Ltd.;Penghua commitments on the non-public issue of shares:

Fund The allocated shares shall not be transferred

Management within 12 months from the date of listing of the

Co., new shares and apply for new shares in the new

Ltd.;China shares within 12 months Increase the shares to

Fund lock.

Management

Co.,

16

The Third Quarterly Report 2016

Ltd.;China

Life AMP

Asset

Management

Co.,

Ltd.;Nuoan

Fund

Management

Co.,

Ltd.;Zhongou

STAS Asset

Management(

Shanghai)Co.,

Ltd.;Sws Mu

Fund

Management

Co., Ltd.

Equity incentive

commitment

Jixing New Material Investment (HK) Co., Ltd.

and Lubao, Wang (The legal representative of

the company (HK)) jointly promised that the net

profits after tax attributable to Jixing New

Performance

Material Investment Co., Ltd in year 2015, year

Wang Lvbao, commitment

2016, year 2017 shall accordingly be not less

Jixing New and Under

than RMB30 million, RMB60 million, RMB January Long-term

Material compensatio Fulfillme

100 million. If the net profits attributable to 20,2015 effective

Investment n nt

Jixing New Material Investment Co., Ltd after

(HK) Co., Ltd. arrangement

audited in any year of year 2015, year 2016 and

Other s

year 2017 are less than the promised net profits,

commitments the difference shall be compensated by Jixing

made to New Material Investment (HK) Co., Ltd. and

minority Lubao, Wang in cash.

shareholders

Not act in excess of authority to interfere the

Dongxu Other Under

company’s management and operating February Long-term

Group,Li Commitmen Fulfillme

activities, not encroach on the interests of the 6,2016 effective

Zhaoting t nt

company.

Li Zhaoting, (a) Promised that not freely or unfairly transfer

Zhou Bo,Niu interests to other units or individuals, nor adopt

Other Under

Jianlin, Gong other ways to jeopardize the company’s February Long-term

Commitmen Fulfillme

Xin, Lu interests. (b) Promised that restrict the post 6,2016 effective

t nt

Guihua, Mu consumer behaviors of the directors and senior

Tiehu, Zhang management personnel. (c) Promised that not

17

The Third Quarterly Report 2016

Shuangcai, use the company's assets to engage in the

Shi Zhiqiang , investment &consuming activities which are

Liu irrelevant to perform the duties. (d) Promised

Wentai,Xiao that the salary system set up by the board of

Zhaoxiong directors or the Remuneration Committee is

and Zhou Bo relevant to the implementation status of the

company’s fill-up return measures. (e)

Promised that the vesting conditions of the

company’s equity incentive are relevant to the

implementation status of the company’s fill-up

return measures. (f) Promised the full

implementation of the relevant fill-up return

measures established by the company and any

commitment related to the fill-up return

measures, if such commitment is breached and

resulted in losses to the company or the

investors, the concerning party shall take the

responsibility for compensating the company or

the investors according to the law. As one of the

relevant responsibility bodies of the fill-up

return measures, if the oneself breaches the

above-said commitments or refuse to fulfill the

above-said commitments, the oneself agrees the

punishments or relevant supervise measures

carried out in accordance with the regulations

and rules issued or enacted by CSRC, Shenzhen

Stock Exchange and other securities regulatory

organizations.

To ensure Dongxu Optoelectronic Technology

Co., Ltd realizing expected benefits on the

M&A of Shanghai Tanyuan Huigu New

Materials Technology Co., Ltd, the promisee

voluntarily promised the profits of Shanghai

Performance

Guo Shouwu, Tanyuan Huigu New Materials Technology Co.,

commitment

Ma Shengjie, Ltd for the next three years as follows: (a)

and Under

Wu Haixia , Business performance commitment: the net March December

compensatio Fulfillme

Shen profits of Shanghai Tanyuan Huigu New 8,2016 31,2019

n nt

Wenzhuo and Materials Technology Co., Ltd in year-2016,

arrangement

Shen Li year-2017, year-2018 shall accordingly not be

s

less than RMB 5 million, RMB 10 million,

RMB 20 million. (b) Compensation mode: if

the net profits of Shanghai Tanyuan Huigu New

Materials Technology Co., Ltd in year-2016,

year-2017, year-2018 accordingly do not reach

18

The Third Quarterly Report 2016

the promised net profits, the promised party

shall fully compensate the difference by cash.

Executed timely

Yes

or not?

Notes: The above-mentioned commitment party Mu Tiehu, Zhou Bo, Niu Jianlin, Shi Zhiqiang, Xiao Zhaoxiong

have been elected as a director of the board of directors is no longer a senior executive positions.

IV.Prediction of Business performance for 2016

Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss

probably or the warning of its material change compared with the corresponding period of the last year and

explanation of reason.

□ Applicable√ Not applicable

V. Investment in securities

□ Applicable √Not applicable

No Securities investment in period

VI. Investment in derivatives

□ Applicable √Not applicable

There is no derivative investment during the report period.

VII. Registration form of such Activities as Reception, Research, Communication, Interview in the

Reporting Period

√Applicable □Not applicable

Reception time Way of reception Types of visitors Basic index

Shenzhen Stock Exchange site

February 18,2016 By Phone Organization

interactive company zone

Shenzhen Stock Exchange site

March 10,2016 Field research Organization

interactive company zone

Shenzhen Stock Exchange site

September 8,2016 Field research Organization

interactive company zone

January 1,2016 to September 30,2016 By Phone Individual None

VIII. Outward Guarantee against the Regulations

□ Applicable √ Not applicable

The Company had no guarantee outside against the regulation in the reporting period.

IX. Non-operational Occupancy of the Company’s Capital by the Controlling Shareholder and its Related

Parties

□ Applicable √ Not applicable

The Company had no non-operational fund occupation from controlling shareholders and its related party.

19

The Third Quarterly Report 2016

Dongxu Optoelectronic Technology Co., Ltd.

Board Chairman: Li Zhaoting

Issue day approved by the Board of Directors:October 31,2016

20

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