CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2011 Chairman of the Board: ZENG NAN April 2011 CSG HOLDING CO., LTD. The First Quarter Report 2011 I Important Notes i The board of directors, the supervisory committee, all directors and supervisors and the senior executive of CSG Holding Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no fictitious statements, serious misleading or important omissions information carried in this report, and shall take all responsibilities, jointly and severally, for the truthfulness, accuracy and completeness of the whole contents. ii The first quarter financial report of 2011 has not been audited by the public accountants. iii Chairman of the Board and CEO of the Company Mr. Zeng Nan, CFO Mr. Luo Youming, and Principle of the Financial Department Mr. Huang Yanbin hereby confirm that the Financial Report of the First Quarter Report 2011 is true and complete. iv This Report is prepared both in Chinese and in English. Should there be any differences in interpretation of the contents between the two versions, the Chinese version shall prevail. II Company Profile i Main Accounting Data and Financial Indexes Unit: RMB Percentage of 31 March 2011 31 December 2010 change Total assets 13,640,128,781 12,469,619,167 9.39% Total equity attributable to equity holders of the Company 6,804,105,700 6,384,871,209 6.57% Capital 2,076,143,060 2,076,721,060 -0.03% Total assets per share for equity holders of the Company 3.28 3.07 6.84% st st The 1 quarter of The 1 quarter of Percentage of 2011 2010 change Revenue 2,095,159,077 1,556,783,199 34.58% Net profit attributable to equity holders of the Company 415,307,904 299,246,474 38.78% Net cash flows from operating activities 408,163,940 204,265,631 99.82% Net cash flows from operating activities per share 0.20 0.17 17.65% Basic earnings per share (Note) 0.20 0.14 42.86% Diluted earnings per share (Note) 0.20 0.14 42.86% Increase 0.83 Weighted average return on equity 6.30% 5.47% percentage points Weighted average return on equity after extraordinary Increase 0.89 5.97% 5.08% gains and losses percentage points Note: The financial data have been adjusted as new paid-in capital. -1- CSG HOLDING CO., LTD. The First Quarter Report 2011 Items of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Items of extraordinary gains and losses Amount at the 31 March 2011 (from year-begin) Gains and losses on disposal of non-current assets 447,082 Government subsides recognized as gains and losses 24,776,768 Net value of other non-operating expenses 1,663,509 Tax effects on extraordinary gains and losses -3,817,293 Extraordinary gains and losses of minority interests -1,102,589 Total 21,967,477 ii Total number of shareholders and particulars about the shares held by the top ten unrestricted shareholders at the end of the report period. Unit: Share Total shareholders: 217,492(Including: 171,936 shareholders of A-share and 45,556 shareholders of B-share) Particulars about the shares held by the top ten unrestricted shareholders Name of shareholder Unrestricted shares held Share type China Northern Industries Corporation 75,167,934 A-share Xing Tong Chan Industrial Development (Shenzhen) Co., Ltd. 67,740,000 A-share Shenzhen International Holdings (SZ) Limited 65,430,000 A-share China Ping An Trust & Investment Co., Ltd. 60,035,000 A-share China Construction Bank - Yinhua Core Value Select Stock Fund 58,600,000 A-share ICBC—China Universal Balance Growth Stock Fund 34,360,535 A-share Bank of Communications—Boshi Xinxing Growth Stock Fund 24,643,049 A-share Guotai Junan Securities (HongKong) Limited 20,758,773 B-share Bank of Communications—Hua An Strategy Selected Stock Fund 20,184,395 A-share China Construction Bank – Yinhua - Dow Jones China 88 Select Equity Fund. 19,476,086 A-share III Significant events i Particulars and explanations about significant changes in main accounting statement and financial indexes √Applicable □Inapplicable -2- CSG HOLDING CO., LTD. The First Quarter Report 2011 Unit: RMB’0000 31 December Amount of Percentage Note 31 March 2011 2010 change of change Cash at bank and on hand 1 121,911 78,748 43,163 55% Accounts receivable 2 44,288 24,220 20,068 83% Other receivable 3 9,017 6,662 2,355 35% Construction in progress 4 116,946 78,608 38,338 49% Research and development expenditure 5 604 314 290 92% Short-term borrowings 6 133,747 87,713 46,034 52% Employee benefits payable 7 7,633 18,700 (11,067) (59%) Interest payable 8 5,207 2,459 2,748 112% Other payables 9 21,873 16,139 5,734 36% Current portion of non-current liabilities 10 15,161 7,569 7,592 100% Other liabilities 11 23,606 17,354 6,252 36% st st The 1 quarter of The 1 quarter of Amount of Percentage Note 2011 2010 change of change Revenue 12 209,516 155,678 53,838 35% Cost of sales 13 133,599 99,293 34,306 35% Taxes and surcharge 14 1,002 117 885 756% Asset impairment losses 15 400 224 176 79% Investment income 16 0 906 (906) (100%) Non-operating income 17 2,719 1,650 1,069 65% Non-operating expense 18 30 142 (112) (79%) Income tax expense 19 9,217 6,118 3,099 51% Notes: 1. The increase of cash at bank and on hand was because of the increase of bank deposit. 2. The increase of accounts receivable was because of the increase of income for sales of the Company. 3. The increase of other receivable was because of the increase of refunding export taxes and deposit. 4. The increase of construction in progress was because the project constructions have been invested on schedule by the Company in the report period. 5. The increase of research and development expenditure was because partial expenditure of the R&D project met the capitalization condition, which should listed as research and development expenditure in statement according to the Accounting Rules. 6. The increase of short-term borrowings was because of the increase of short-term loan from bank. 7. The decrease of employee benefits payable was because the bonus fund of management and year-end bonus of employees that attributable to last year have been paid by the Company in the report period. 8. The increase of interest payable was because the payable bonds interest withdrew by the Company was not yet due to payment. 9. The increase of other payables was because Shenzhen CSG Display Technology Co., Ltd., subsidiary of the Company, purchased the minority shareholders’ equity of Shenzhen CSG Wellight Conductive Coating Glass Co., Ltd. so that the payables account increased. 10. The increase of current portion of non-current liabilities was because of the increase of long-term loans due within one year. 11. The increase of other liabilities was because Yichang CSG Polysilicon Co., Ltd., subsidiary of the Company, received the -3- CSG HOLDING CO., LTD. The First Quarter Report 2011 interest-free loans from government. 12. The increase of revenue was because the sales volume increased in the report period and partial products’ price higher than the same period of last year. 13. The increase of cost of sales was because the business scale was larger than the same period of last year. 14. The increase of taxes and surcharge was because the increase of city maintenance and construction tax and educational surcharge. 15. The increase of asset impairment losses was because the bad debt provision for account receivable was switch-back at same period of last year and increase of corresponding withdrawal bad debt provision along with increase of the balance of account receivable in the report period. 16. The decrease of investment income was because there was an income recognized at same period of last year for sale of financial assets available for sale while no income recognized in the report period. 17. The increase of non-operating income was because of the increase of government grants in the report period. 18. The decrease of non-operating expense was because the losses on write-off of fixed assets decreased compared with the same period last year. 19. The increase of income tax expense was because the increase of before tax profit and the rate on enterprise income tax in the report period. ii Analysis and explanation of significant events and their influence and solutions (i) Particular about Qualified Opinion □Applicable √Inapplicable (ii) Particular about fund offered to shareholder or its related parties by the Company and external guarantee with procedure violation □Applicable √Inapplicable (iii) Particular about the significant contract of routine operation signed and implemented □Applicable √Inapplicable (iv) Others √Applicable □Inapplicable A. Private A-share Offering to Specific Investor The Company plans to offer no more than 250 million A-shares to less than 10 specific investors privately. The total fund collected will not exceed RMB 4 billion. The private offering has been approved by 2nd Extraordinary Shareholders’ General Meeting 2011 and still in the process of examine and approved in CSRC. More details can be found in relevant notice on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) dated 19 January, 22 March and 8 April 2011 respectively. B. Short-term Financial Bonds On 15 April 2011, proposal of short-term financial bonds issuance was approved by Shareholders’ General Meeting 2010 of CSG Holding Co., Ltd. with the application of RMB 0.7 billion short-term financial bonds in limited. The Company will according to issuance schedule submit documents to National Association of Financial Market Institutional Investors (NAFMII for short). C. Sold the Equity of Dongguan CSG Ceramics Technology Co., Ltd. Being approved by the Extraordinary Meeting of 5th Board of Directors, 100% equity of Dongguan CSG Ceramics Technology Co., Ltd., wholly-owned subsidiary of the Company, were sold to Yang Boheng--a natural person, by the Company with price of RMB 64.12 million.Details of the above transaction can be found in Notice of Assets Sales published at Securities Times, China Securities Journal and Hong Kong Commercial Daily dated 1 February 2011. D. Additional Consolidation Scope in Report Period Heyuan CSG Photovoltaic Encapsulating Materials Co., Ltd. was included in consolidation statement scope since March of 2011 with business scope of: production of PV encapsulating materials. The Company held 75% equity of the company. The company still in preparing period in report period. -4- CSG HOLDING CO., LTD. The First Quarter Report 2011 Xianning CSG Glass Co., Ltd. was included in consolidation statement scope since March of 2011 with business scope of: production of coated insulating glass and coated plate glass. The Company held 100% equity of the company. The company still in preparing period in report period. E. Proceeding of option incentive According as Restricted A Shares Incentive Plan (hereinafter referred to Incentive Plan) approved by Shareholders’ General Meeting, the Company issued 49.14 million restricted A-shares through private offering in total to 244 specific employees privately in July 2008, at price of RMB 8.58 per share. The raised fund is RMB 421,621,200. (a) On 18 June 2009 and 20 January 2010, the Company has bought back and wrote off total 14,407,500 restricted A shares respectively. Among these, 12,062,500 restricted A shares have been bought back and wrote off because the achievement index of the Company 2008 didn’t satisfied unlocking conditions, 2,345,000 restricted A shares have been bought back and wrote off because 22 former incentive staffs resigned and didn’t accord with the qualification of incentive plan. (b) On 13 May 2010, the Company implemented 2009 Annual Profit Distribution Plan, namely sending RMB 3.50 (tax included) in cash for every 10 shares to all shareholders, and provided share capital converted from capital reserves with 7 shares increased for each 10 shares at the same time. The amount of incentive restricted A shares add from 34,732,500 shares to 59,045,250 shares. On 26 March 2010, the 13th meeting of the 5th Board of Directors examined and considered that the Phase II restricted shares held by incentive staffs satisfied unlocking conditions according to the regulations of Restricted A Shares Incentive Plan. On 25 June 2010, there was total 19,035,750 restricted A shares held by 214 incentive staffs met unlocking conditions and has been listed for trading. (c) On 30 July 2010 and 28 January 2011, the Company has bought back and wrote off total of 2,439,500 restricted A shares respectively because 14 former incentive staffs had resigned and didn’t accord with the qualification of incentive plan. (d) On 18 March 2011, the 20th Meeting of 5th Board of Directors examined and considered that the Phase III restricted shares held by incentive staffs satisfied unlocking conditions according to the regulations of Restricted A Shares Incentive Plan. (e) At present, there were total of 255,000 restricted shares held by one former incentive staff were still waiting for buying back and writing off. Details of the aforementioned could be found in relevant notices on China Securities Journal, Securities Times, Hong Kong Wen Wei Po and Juchao website (www.cninfo.com.cn) dated 19 June 2009, and relevant notices on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao website (www.cninfo.com.cn) dated 22 January 2010, 26 May 2010, 24 June 2010, 31 July 2010, 29 January 2011, 22 March 2011 and 16 April 2011. F. Progress of Internal Control Construction The Company has set up Internal Control Department to build perfected and effective internal control system since June 2008. The system has been performed smoothly for two years. The available internal control system and implementation system are constructed and perfectly implemented effectively. There is no significant disadvantage in aspect of internal environment, control of operation benefit, control of investment and project construction, information system, financial management and accounting calculation, supervise and evaluation. As the requirement of Notice of Relevant Work on Pilot Standardized for Internal Control of Listed Company in Shenzhen Areas (SZJGSZi [2011] No. 31) from Shenzhen Securities Regulatory Bureau, the Work Plan for Execution of Standardized Internal Control of CSG was deliberated and approved by 2nd Meeting of 6th Board of Directors which was held on 21 April 2011. More details could be found in notice on Juchao Website (www.cninfo.com.cn) dated 22 April 2011. iii Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable Item of Commitments Promisee Content of commitments Implementation Commitments for Share the original The Company has implemented share merger reform in By the end of the Merger Reform non-tradable May 2006. Till June 2008, the share of the original report period, the shareholder non-tradable shareholders which holding over 5% total original Shenzhen shares of the Company had all released. Therein, the non-tradable International original non-tradable shareholder Shenzhen International shareholders of Holdings (SZ) Holdings (SZ) Limited (with former name of Yiwan the Company Limited and Xing Industrial Development (Shenzhen) Co., Ltd. ) and Xing have strictly Tong Chan Industrial Tong Chan Industrial Development (Shenzhen) Co., Ltd. carried out their Development both are wholly-funded subsidiaries to Shenzhen promises. -5- CSG HOLDING CO., LTD. The First Quarter Report 2011 (Shenzhen) Co., Ltd. International Holdings Limited (hereinafter Shenzhen International for short) listed in Hong Kong united stock exchange main board. On 9 July 2009, Shenzhen International held the Shareholders’ General Meeting and authorized its board of directors to sale the CSG A share held by Shenzhen International at price of no less than RMB 8.5. Shenzhen International made commitment that it would strictly carry out related regulations of Securities Law, Administration of the Takeover of Listed Companies Procedures and Guiding Opinions on the Listed Companies’ Transfer of Original Shares Released from Trading Restrictions issued by CSRC during implementing share decreasingly-held plan and take information disclosure responsibility timely. Commitments made in - - - Acquisition Report or Reports on Change in Interests Commitments made in - - - Material Assets Reorganization Commitments made in - - - issuing Other commitments - - - (including additional commitments) iv Warning and explanation on forecast loss in accumulative net profit from the year begin to the end of next report period, or any significant changes occurred in accumulative net profit comparing with the same period in last year. □Applicable √Inapplicable v Other significant events. (i) Particulars about securities investment □Applicable √Inapplicable (ii) Reception of investigation, communication and interview in the report period Date Place Method Investor 2011.1.19 Conference room Spot investigation Acru Asset Management Kim Eng Securities(H.K.)Ltd 2011.1.25 In the Company Communication on telephone Taiwan Sinopac Securities 2011.2.21 In the Company Communication on telephone CLSA limited Introduction the disclosed information about operation and Contents discussed and materials supplied production of the Company. The material offered is the 2009 Annual Report. vi Particulars about derivatives investment □Applicable √Inapplicable -6- CSG HOLDING CO., LTD. The First Quarter Report 2011 (i) Particulars about derivatives investment held at the end of report period □Applicable √Inapplicable IV Financial Statement i Balance Sheets Prepared by: CSG Holding Co., Ltd. January to March in 2011 Unit: RMB 31 March 2011 1 January 2010 Item Consolidated Company Consolidated Company Current assets Cash at bank and on hand 1,219,112,574 271,114,157 787,481,275 373,901,165 Notes receivable 262,952,053 362,674,115 Accounts receivable 442,881,937 242,201,307 Advances to suppliers 139,296,465 840,000 107,782,146 40,000 Dividends receivable 5,298,425 5,298,425 Other receivables 90,171,678 722,799,361 66,622,324 811,564,853 Inventories 609,085,498 478,735,794 Other current assets 23,655,717 24,914,873 Total current assets 2,787,155,922 1,000,051,943 2,070,411,834 1,190,804,443 Non-current assets Long-term receivables 2,251,871,096 2,316,038,617 Long-term equity investments 65,501,259 4,052,756,315 65,501,259 3,633,845,531 Fixed assets 8,829,568,135 29,223,599 8,830,895,516 27,627,216 Construction in progress 1,169,464,296 786,077,413 Intangible assets 454,593,663 5,476,020 381,276,917 5,600,854 Research and development expenditure 6,038,663 3,142,226 Goodwill 18,404,380 18,404,380 Long-term prepaid expense 970,160 1,002,500 Deferred tax assets 75,402,418 79,877,237 Other non-current assets 233,029,885 233,029,885 21,840,000 Total non-current assets 10,852,972,859 6,339,327,030 10,399,207,333 6,004,952,218 TOTAL ASSETS 13,640,128,781 7,339,378,973 12,469,619,167 7,195,756,661 Current liabilities Short-term borrowings 1,337,471,694 209,492,500 877,132,815 111,620,900 Notes payable 281,717,914 237,891,481 Accounts payable 918,685,284 950,310,253 Advances from customers 156,985,263 161,127,001 Employee benefits payable 76,327,175 11,117,324 186,997,327 97,163,797 Taxes payable 120,181,864 1,140,576 121,232,388 1,198,110 -7- CSG HOLDING CO., LTD. The First Quarter Report 2011 Interest payable 52,070,485 2,632,044 24,589,510 1,314,600 Dividends payable 687,627 687,627 687,627 687,627 Other payables 218,727,480 555,806,961 161,386,242 480,805,365 Current portion of non-current liabilities 151,610,676 75,690,541 Other liabilities 2,926,872 2,926,872 Total current liabilities 3,317,392,334 780,877,032 2,799,972,057 692,790,399 Non-current liabilities Long-term borrowings 851,035,080 728,203,612 Bonds payables 1,979,458,964 1,979,458,964 1,978,479,422 1,978,479,422 Special payables 621,996 700,008 Deferred tax liabilities 34,385,766 8,149,616 29,507,743 8,149,616 Other non-current liabilities 236,055,945 173,537,976 Total non-current liabilities 3,101,557,751 1,987,608,580 2,910,428,761 1,986,629,038 Total liabilities 6,418,950,085 2,768,485,612 5,710,400,818 2,679,419,437 Owners' equity Paid-in capital 2,076,143,060 2,076,143,060 2,076,721,060 2,076,721,060 Capital surplus 1,312,551,831 1,370,574,475 1,309,834,212 1,359,890,506 Less: Treasury shares 578,000 578,000 Special reserve 6,872,196 5,683,705 Surplus reserve 506,530,148 506,530,148 506,530,148 506,530,148 Undistributed profits 2,900,006,965 617,645,678 2,484,699,065 573,773,510 Difference on translation of foreign currency financial 2,001,500 1,981,019 statements Total equity attributable to equity holders of the 6,804,105,700 4,570,893,361 6,384,871,209 4,516,337,224 Company Minority interests 417,072,996 374,347,140 Total owners' equity 7,221,178,696 4,570,893,361 6,759,218,349 4,516,337,224 TOTAL LIABILITIES AND OWNER'S EQUITY 13,640,128,781 7,339,378,973 12,469,619,167 7,195,756,661 -8- CSG HOLDING CO., LTD. The First Quarter Report 2011 ii Income Statement Prepared by: CSG Holding Co., Ltd. January to March in 2011 Unit: RMB January to March in 2011 January to March in 2010 Items Consolidated Company Consolidated Company Total revenue 2,095,159,077 992,033 1,556,783,199 Incl. Revenue 2,095,159,077 992,033 1,556,783,199 Total cost 1,579,140,820 11,605,644 1,187,023,145 14,065,694 Less: Cost of sales 1,335,994,033 275,777 992,931,608 Taxes and surcharges 10,022,051 1,171,124 Selling and distribution expenses 69,453,695 57,022,695 General and administrative expenses 124,282,615 10,213,346 105,758,064 14,910,824 Financial expenses 35,388,232 1,116,521 27,898,915 -845,130 Asset impairment losses 4,000,194 2,240,739 Add: Investment income 54,289,401 9,055,044 9,055,044 Operating profit 516,018,257 43,675,790 378,815,098 -5,010,650 Add: Non-operating income 27,185,388 200,000 16,503,390 220,000 Less: Non-operating expenses 298,029 3,622 1,423,047 17,205 Including: Loss on disposal of non-current assets 228,893 3,622 517,781 1,725 Total profit 542,905,616 43,872,168 393,895,441 -4,807,855 Less: Income tax expenses 92,171,585 61,180,815 Net profit 450,734,031 43,872,168 332,714,626 -4,807,855 Attributable to equity holders of the Company 415,307,904 43,872,168 299,246,474 -4,807,855 Minority interests 35,426,127 33,468,152 Earnings per share - Basic 0.20 0.14 - Diluted 0.20 0.14 Other comprehensive income 1,470,481 -5,554,659 -6,184,231 Total comprehensive income 452,204,512 43,872,168 327,159,967 -10,992,086 Total comprehensive income attributable to equity holders of 416,415,885 43,872,168 293,691,815 -10,992,086 the Company Total comprehensive income attributable to minority interests 35,788,627 33,468,152 -9- CSG HOLDING CO., LTD. The First Quarter Report 2011 iii Cash Flow Statement Prepared by: CSG Holding Co., Ltd. January to March in 2011 Unit: RMB January to March in 2011 January to March in 2010 Items Consolidated Company Consolidated Company Cash flows from operating activities Cash received from sales of goods or rendering of 2,205,879,009 1,619,274,168 services Refund of taxes and surcharges 85,429,028 2,558,845 Cash received relating to other operating activities 13,940,907 896,744 10,615,046 961,796 Sub-total of cash inflows 2,305,248,944 896,744 1,632,448,059 961,796 Cash paid for goods and services 1,291,308,739 948,468,668 Cash paid to and on behalf of employees 301,876,358 104,923,662 194,094,597 57,401,147 Payments of taxes and surcharges 218,694,163 210,439 183,788,038 49,338 Cash paid relating to other operating activities 85,205,744 1,547,648 101,831,125 1,331,102 Sub-total of cash outflows 1,897,085,004 106,681,749 1,428,182,428 58,781,587 Net cash flows from operating activities 408,163,940 -105,785,005 204,265,631 -57,819,791 Cash flows from investing activities Cash received from disposal of investments 133,000,000 10,401,160 10,401,160 Net cash received from disposal of fixed assets, 424,515 6,973,260 intangible assets and other long-term assets Cash received from disposal of subsidiaries and other 5,000,000 5,000,000 companies Cash received relating to other investing activities 26,243,187 263,010,537 16,373,565 21,968,600 Sub-total of cash inflows 31,667,702 401,010,537 33,747,985 32,369,760 Cash paid to acquire fixed assets, intangible assets and 729,545,005 1,146,505 370,451,384 290,844 other long-term assets Cash paid to acquire investments 490,739,650 152,400,000 Cash paid relating to other investing activities 13,017,160 Sub-total of cash outflows 729,545,005 491,886,155 383,468,544 152,690,844 Net cash flows from investing activities -697,877,303 -90,875,618 -349,720,559 -120,321,084 Cash flows from financing activities Cash received from capital contributions 54,183,957 Including: Cash received from capital contributions by 54,183,957 minority shareholders of a subsidiaries Cash received from borrowings 1,148,299,785 98,871,600 251,417,394 Cash received from other financing activities 88,952,676 2,816,631 Sub-total of cash inflows 1,291,436,418 98,871,600 254,234,025 Cash repayments of borrowings 489,209,302 1,000,000 104,193,277 Cash payments for interest expenses and distribution of 15,936,738 1,208,682 18,210,538 258,967 dividends or profits Including: Cash payments for dividends or profit to minority shareholders of subsidiaries Cash payments relating to other financing activities 38,922,840 2,762,840 8,840,400 8,840,400 Sub-total of cash outflows 544,068,880 4,971,522 131,244,215 9,099,367 Net cash flows from financing activities 747,367,538 93,900,078 122,989,810 -9,099,367 Effect of foreign exchange rate changes on cash and -704,800 -26,463 -207,956 -1,991 cash equivalents Net increase/(decrease) in cash and cash equivalents 456,949,375 -102,787,008 -22,673,074 -187,242,233 Add: Cash and cash equivalents at beginning of year 660,213,739 373,901,165 635,618,163 370,558,509 Cash and cash equivalents at end of year 1,117,163,114 271,114,157 612,945,089 183,316,276 -10- CSG HOLDING CO., LTD. The First Quarter Report 2011 iv Audit report Auditors’ opinions: Not been audited. Board of Directors of CSG Holding Co., Ltd. 21 April 2011 -11-