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南 玻B:2013年第一季度报告全文(英文版)2013-04-24  

						      CSG HOLDING CO., LTD.


THE FIRST QUARTER REPORT 2013




       Chairman of the Board:
            ZENG NAN



             April 2013
CSG HOLDING CO., LTD.                                               THE FIRST QUARTER REPORT 2013




                               Section I Important Notice

Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred
to as the Company) and its directors, supervisors and senior executives hereby confirm that there
are no any fictitious statements, misleading statements, or important omissions carried in this report,
and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of
the whole contents.
Mr. Zeng Nan, Chairman of the Board & CEO of the Company, CFO Mr. Luo Youming and
principle of the financial department Mr. Huang Yanbing confirm that the Financial Report enclosed
in the First Quarter Report 2013 is true and complete.
Except for the following directors, others are present the meeting of the Board for deliberating the
First Quarter Report of the Company in person.
Name of director absent        Position         Reason for absence       Name of authorized director
Li Jingqi                 Director           Due to business trip       Chen Chao
Guo Yongchun              Director           Due to business trip       Yan Ganggang
This report is prepared both in Chinese and English. Should there be any inconsistency between the
Chinese and English versions, the Chinese version shall prevail.




                                                   1
 CSG HOLDING CO., LTD.                                                                      THE FIRST QUARTER REPORT 2013




        Section II Main accounting data and Changes in Shareholders

I. Main accounting data

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not

□Yes    √ No

                                                   The 1st quarter of 2013        The 1st quarter of 2012       Percentage of change(%)

Operating income (RMB)                                        1,456,792,882                  1,523,060,818                          -4.35%

Net profit attributable to shareholders of
                                                                107,660,977                    121,231,046                      -11.19%
the listed company(RMB)

Net profit attributable to shareholders of
the listed company after deducting                               90,472,570                     10,646,189                      749.81%
non-recurring gains and losses(RMB)

Net cash flow arising from operating
                                                                289,618,073                    257,286,802                       12.57%
activities(RMB)

Basic earnings per share (RMB/Share)                                     0.05                          0.06                     -16.67%

Diluted earnings per share (RMB/Share)                                   0.05                          0.06                     -16.67%

The weighted average return on net
                                                                      1.57%                          1.74%                          -0.17%
assets(%)

                                                   The 1st quarter of 2013          31 December 2012            Percentage of change(%)

Total assets (RMB)                                           14,763,484,435                 14,335,809,746                          2.98%

Net assets attributable to shareholder of
                                                              6,915,907,395                  6,816,210,753                          1.46%
listed company(RMB)

Items and amounts of extraordinary profit (gains)/loss

√Applicable     □ Not applicable
                                                                                                                              Unit: RMB

                                                                                Amount from year-beginning to the
                                     Item                                                                                    Note
                                                                                     end of the report period

Gains/losses from the disposal of non-current asset (including the
                                                                                                             2,625,685
write-off that accrued for impairment of assets)

Governmental subsidy reckoned into current gains/losses (not including
the subsidy enjoyed in quota or ration according to national standards,                                     19,115,103
which are closely relevant to enterprise’s business)

Other non-operating income and expenditure except for the
                                                                                                             1,794,284
aforementioned items



                                                                     2
CSG HOLDING CO., LTD.                                                                     THE FIRST QUARTER REPORT 2013


Impact on income tax                                                                                 5,071,407

Impact on minority shareholders’ equity (post-tax)                                                  1,275,258

Total                                                                                               17,188,407           --


II. Total shareholders at the end of the report period and particulars about the top ten
shareholders

                                                                                                                         Unit: Share

Total shareholders at the end of the
                                                                                                                              234,781
report period

                                             Particulars about the top ten shareholders

                                                                                              Amount of        Number of share
                                                           Proportion of
                                            Nature of                                                            pledged/frozen
        Full name of Shareholders                           shares held Total shares held     restricted
                                           shareholder
                                                               (%)
                                                                                              shares held Share status    Amount

China Northern Industries              State-owned legal
                                                                     3.62%      75,167,934                 0
Corporation                            person

                                       Domestic non
Xin Tong Chan Industrial
                                       state-owned legal             3.26%      67,740,000                 0
Development (Shenzhen) Co., Ltd.
                                       person

                                       Domestic non
Shenzhen International Holdings
                                       state-owned legal             3.15%      65,430,000                 0
(Shenzhen) Co., Ltd.
                                       person

                                       Domestic non
BOC-DaCheng Blue-chip Stable
                                       state-owned legal             0.99%      20,629,516                 0
Security Investment Fund
                                       person

                                       Domestic non
PICC-dividend-individual issuance      state-owned legal             0.86%      17,944,560                 0
                                       person

                                       Domestic non
BOC-E-fund Shenzhen Index 100
                                       state-owned legal             0.76%      15,700,035                 0
ETF
                                       person

BBH A/C VANGUARD EMERGING Overseas legal
                                                                     0.73%      15,240,463                 0
MARKETS STOCK INDEX FUND               person

                                       Domestic non
ICBC—Rongtong Shenzhen Index
                                       state-owned legal             0.61%      12,761,487                 0
100 Security Investment Fund
                                       person

                                       Domestic non
CMBC-Yinhua 100 Grading Security
                                       state-owned legal             0.59%      12,281,861                 0
Investment Fund
                                       person




                                                                 3
CSG HOLDING CO., LTD.                                                                     THE FIRST QUARTER REPORT 2013


                                        Domestic non
PICC-traditional-ordinary issuance
                                        state-owned legal            0.56%        11,600,385                0
products
                                        person

                               Particular about the top ten shareholders with un-restrict shares held

                                                                                                          Type of shares
           Full name of Shareholders               Amount of un-restrict shares held
                                                                                                  Type                     Amount

China Northern Industries Corporation                                        75,167,934 RMB ordinary shares                  75,167,934

Xin Tong Chan Industrial Development
                                                                             67,740,000 RMB ordinary shares                  67,740,000
(Shenzhen) Co., Ltd.

Shenzhen International Holdings (Shenzhen) Co.,
                                                                             65,430,000 RMB ordinary shares                  65,430,000
Ltd.

BOC-DaCheng Blue-chip Stable Security
                                                                             20,629,516 RMB ordinary shares                  20,629,516
Investment Fund

PICC-dividend-individual issuance                                            17,944,560 RMB ordinary shares                  17,944,560

BOC-E-fund Shenzhen Index 100 ETF                                            15,700,035 RMB ordinary shares                  15,700,035

BBH A/C VANGUARD EMERGING                                                                 Domestic-listed
                                                                             15,240,463                                      15,240,463
MARKETS STOCK INDEX FUND                                                                  Foreign Share

ICBC—Rongtong Shenzhen Index 100 Security
                                                                             12,761,487 RMB ordinary shares                  12,761,487
Investment Fund

CMBC-Yinhua 100 Grading Security Investment
                                                                             12,281,861 RMB ordinary shares                  12,281,861
Fund

PICC-traditional-ordinary issuance products                                  11,600,385 RMB ordinary shares                  11,600,385

                                                   Among shareholders as listed above, Shenzhen International Holdings
                                                   (Shenzhen) Co., Ltd. and Xin Tong Chan Development (Shenzhen) Co., Ltd. are
                                                   holding enterprises and belong to controlling enterprise of Shenzhen
Explanation on associated relationship among the
                                                   International Holdings Co., Ltd. Except for this, It is unknown whether other
aforesaid shareholders
                                                   shareholders belong to related party or have associated relationship regulated by
                                                   the Management Regulation of Information Disclosure on Change of
                                                   Shareholding for Listed Companies.




                                                                 4
 CSG HOLDING CO., LTD.                                                             THE FIRST QUARTER REPORT 2013




                                    Section III Important Events

I. Particulars and explanations about significant changes in main accounting statement and
financial indexes

                                                                                                        Unit: RMB’0,000
                                        Note       31 March 2013       31 December 2012 Amount of           Percentage
                                                                                             change         of change


Cash at bank and on hand              (1)                   63,186                47,442        15,744             33%
Inventories                           (2)                   48,725                36,729        11,996             33%
Construction in progress              (3)                  261,787               193,473        68,314             35%
Development expenditure               (4)                      706                   361              345          96%
Other non-current assets              (5)                    1,211                 5,186        (3,975)           (77%)
Short-term borrowings                 (6)                  243,014               168,805        74,209             44%
Interest payable                      (7)                    7,206                 3,509         3,697            105%
Other payables                        (8)                   26,447                16,597         9,850             59%
Current portion of non-current        (9)                   10,032                48,169       (38,137)           (79%)
liabilities


                                        Note         Jan.-Mar.2013         Jan.-Mar.2012 Amount of          Percentage
                                                                                             change         of change


Cost of sales                         (10)                 105,072               123,089       (18,017)           (15%)
Taxes and surcharges                  (11)                   1,090                   802              288          36%
Selling and distribution expenses     (12)                   5,838                 4,657         1,181             25%
Investment income                     (13)                         -               6,225        (6,225)         (100%)
Non-operating income                  (14)                   3,064                 5,910        (2,846)           (48%)
Income tax expenses                   (15)                   4,480                 2,765         1,715             62%


Note:


   1. The increase of cash at bank and on hand was mainly due to the increase of bank deposit.
   2. The increase of inventories was mainly due to the increase of raw materials and finished goods for part of the
         Group’s subsidiaries stocked up for their follow-up orders.
   3. The increase of construction in progress was mainly due to the Group’s investment in the construction of the
         project items, as well as the subsidiary company, Dongguan CSG Solar Glass Co., Ltd. transformed its phase I
         and II production lines, transferring fixed assets into construction in progress.
   4. The increase of development expenditure was mainly due to the increase of R & D expenditure accordance with
         the "development expenditure" accounting.

                                                               5
 CSG HOLDING CO., LTD.                                                          THE FIRST QUARTER REPORT 2013


  5. The decrease of other non-current assets was mainly because the procedures of the Group's acquisition of shares
       of external company were completed during the report period, and payment on account for equity acquisition
       was transferred from other non-current assets account.
  6. The increase of short-term borrowings was mainly because the Group issued short-term financing bonds during
       the report period.
  7. The increase of interest payable was mainly because the provision of bond interest payable has not been paid by
       the Group during the report period.
  8. The increase of other payables was mainly attributable to the increase of payable for land transfer and collecting
       of tender deposit of the subsidiaries.
  9. The decrease of current portion of non-current liabilities was mainly because the subsidiaries of the Group
       returned the long-term loan which would expire within one year.
  10. The decrease of cost of sales was mainly due to the decrease of income and the decrease of unit production cost
       of main products of the Group.
  11. The increase of taxes and surcharges was mainly because the increase of value-added tax resulted from the raise
       of sales gross margin which led to the increase of the city maintenance and construction tax and education
       surcharge.
  12. The increase of selling and distribution expenses was mainly due to the increase of the sales volume of
       architectural glass industry of the Group during the report period.
  13. The decrease of investment income was because investment income was generated by the Group selling the
       shares of Guangzhou CSG in the same period last year, but there was no such transaction during the report
       period.
  14. The decrease of non-operating income was mainly because the governmental subsidy received by the
       subsidiaries of the Group was less than that of the same period last year.
   15. The increase of income tax expenses was mainly due to the increase of pre-tax profits of part of the Group’s
       subsidiaries during the report period.


II. Analysis of progress and impact of important events and the solutions

1.Significant lawsuits and arbitrations of the Company
In May 2011, Guangzhou Bodi Enterprise Management co., LTD. (hereinafter referred to as "Guangzhou Bodi") and
Diyao Development co., LTD. (hereinafter referred to as the "Diyao Development") bought 100% Guangzhou CSG
equity with RMB 403 million. In July 2011, Guangzhou Bodi and the Diyao Development failed to timely pay the
equity transfer Phase Ⅱ. The parties, with an agreement, promised that Guangzhou Bodi and the Diyao Development
pay liquidated damages of about RMB 11.82 million. However, since April 2012, Guangzhou Bodi and the Diyao
Development have refused to pay the balance of the equity transfer, liquidated damages and supervision fees, legal fees
and the corresponding interest about RMB29 million in total. CSG Holding co., LTD. filed a lawsuit, recorded by
Shenzhen Nanshan District People's Court (hereinafter referred to as Shen Nan Court Civil 2nd   Chu No. 1035), whose
trial date has not been determined currently.
In December 2012, Guangzhou Bodi and Diyao Development litigated to Guangdong High People's Court to charge the
CSG’s payment of RMB 378 million for liquidated damages (hereinafter referred to as the Yue High People Civil 4th
Chu No. 5) with the excuse of CSG not preparing well to hand over the target enterprise as agreed. It is the same fact
that CSG Holding co., LTD. filed the lawsuit to Shenzhen Nanshan District People's Court, and the later has already
accepted this lawsuit. The case is undergoing its trial stage, whose trial date has not yet been set.
CSG’s independent third party lawyer states that the case of Shen Nan Court Civil 2nd Chu No. 1035 is a suit which
CSG sued Guangzhou Bodi and Diyao Development for standing for the rights regulated in equity transfer contract,

                                                            6
 CSG HOLDING CO., LTD.                                                            THE FIRST QUARTER REPORT 2013


while the substance of the case filed in Yue High People Civil 4th Chu No. 5 is a malicious litigation made by
Guangzhou Bodi and Diyao Development through the means of fictional facts and default litigant objects.
For details, please refer to the Significant Lawsuit Announcement of CSG (No.2012-052) disclosed at
www.cninfo.com.cn.


2.Acquisition of assets
To ensure the raw material supply for production base of Yichang fine Glass of CSG, the Company planned to invest
production line for ultra-thin glass in Yichang. By field visit, it is found that the land and supporting facilities currently
possessed by Yichang Hejing Photoconductive Ceramics Co., Ltd. beside the production base of Yichang CSG
Polysilicon could meet the relevant requirements. Approved by the board of directors, CSG purchased 73.58% shares of
Yichang Hejing Photoconductive Ceramics Co., Ltd. and became the controlling shareholder. The acquisition would
enable the Company to effectively integrate the resources and give full play to synergistic effects of management.
Counterparty or ultimate      Purchased or placed     Transaction price                  Progress             Whether it is
     controlling party             into assets          (RMB 0,000)                                               related
                                                                                                               transaction
Taichang Investment Co., 73.58%shares of                  6,180.72        The acquisition agreement was           No
Ltd., Shenzhen Baoteng Yichang Hejing                                     signed on 11th, Dec., 2012, and
Hengfu Chuangye            Photoconductive                                the procedures of equity transfer
Investment Co., Ltd.       Ceramics Co., Ltd.                             were completed in Jan., 2013.


3. Repurchase Part of Domestic-listed Foreign Shares (B-share)
On 6 August 2012, the First Extraordinary Shareholders’ General Meeting 2012 deliberated and approved the proposal
of “repurchasing part of the domestically listed foreign shares (B-share) of the Company”. The company will
repurchase no more than 200 million “B” shares with less than HKD 6 per share by centralized price bidding in
Shenzhen Stock Exchange after putting on file in relevant regulatory bureau and gaining approval from relevant of
authorized commerce and State Administration of Foreign Exchange. The repurchase term will be effective within 12
months since the approved date of shareholders’ general meeting. In October 2010, the Company issued corporate
bonds. According to Trial Measures for Corporate Bonds and CSG Bondholders Meeting Regulations 2010, effective
resolutions should be made in bondholders meeting when reduction of company capital involved. As a bondholder
China Merchants Securities co., LTD called the first bondholders meeting of 2012 on 11 December 2012. Because the
bill failed to get approval of 1/2 or more of the total voting rights on behalf of bond holders, the meeting hasn’t formed
any effective resolution. Therefore,   the Company would face the risk of being asked to pay off debt ahead of time by
bondholders if repurchased B shares, which will bring larger losses to the company, the bond trustee China Merchants
Securities co., LTD. shall continue to communicate with the bond holders. For details, please refer to the related
announcement disclosed at China Securities Journal, Securities Times, Hong Kong Commercial Daily and
www.cninfo.com.cn on 20 July 2012, 7 August 2012 and 12 December 2012.


4. Short-term Financing Bonds
On 15 April 2011, annual shareholders’ general meeting 2010 of CSG Holding Co., Ltd. considered and passed the
proposal of publishing short-term financing bills, agreed the Company’s application for publishing short-term financing
bills with total amount of RMB 0.7 billion. On 5 August 2011, the registration committee of Chinese inter-bank market
dealers association held the thirty-fourth registration meeting of 2011, decided to accept the registration of short-term
financing bills with total amount of RMB 0.7 billion and expiry on 12 August 2013. The short-term financing bills
co-lead managed by China Construction Bank Co., Ltd. and China Merchants Bank Co., Ltd., publicly issue to

                                                              7
 CSG HOLDING CO., LTD.                                                                THE FIRST QUARTER REPORT 2013


institutional investors of China’s inter-bank bond market by bookkeeping, book building, centralizing and placing, and
could be issued by stages within the validity period of registration. On 15 September 2011, the Company successfully
published short-term financing bills with total amount of RMB 0.7 billion and deadline of 365 days.
On 6 August 2012, the First Extraordinary Shareholders’ General Meeting 2012 of CSG Holding Co., Ltd deliberated
and approved the proposal of short-term financing bills offering with application of short-term financing bill within
RMB 2.2 billion limit. On 11 January 2013, National Association of Financial market Institutional Investors held its 1st
registration meeting of 2013, in which NAFMII decided to accept the Company’s short-term financing bonds
registration, amounting to RMB 1.1 billion, valid until January 25, 2015. China Merchants Bank Co., Ltd, and Shanghai
Pudong Development Bank Co., Ltd were joint lead underwriters of these short-term financing bonds, which could be
issued by stages within the validity period of registration. On 7 March 2013, the Company issued the first batch of
short-term financing bonds with a total amount of RMB 1.1 billion, period for one year.
For details, please refer to www.chinabond.com.cn and www.chinamoney.com.cn.


III. Commitments made by the Company or shareholders holding above 5% shares of the
Company in the report period or extending to the report period.

                                                                                            Commit- Commit-
                                                                                                                Implement-
       Commitments                 Promisee              Content of commitments              ment    ment
                                                                                                                  ation
                                                                                              date   term
                                                The Company has implemented share
                                                merger reform in May 2006. Till June
                                                2008, the share of the original
                                                non-tradable shareholders which holding
                                                over 5% total shares of the Company had
                                                all released. Therein, the original
                                                non-tradable shareholder Shenzhen
                            The original        International Holdings (SZ) Limited (with
                            non-tradable        former name of Yiwan Industrial                               By the end of
                            shareholder         Development (Shenzhen) Co., Ltd. ) and                        the report
                            Shenzhen            Xin Tong Chan Industrial Development                          period, the
                            International       (Shenzhen) Co., Ltd. both are                                 above
Commitments for             Holdings (SZ)       wholly-funded subsidiaries to Shenzhen      2006-05           shareholders of
                                                                                                      N/A
Share Merger Reform         Limited and Xin     International Holdings Limited              -22               the Company
                            Tong Chan           (hereinafter Shenzhen International for                       have strictly
                            Industrial          short) listed in Hong Kong united stock                       carried out
                            Development         exchange main board. Shenzhen                                 their promises.
                            (Shenzhen) Co.,     International made commitment that it
                            Ltd.                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


                                                             8
 CSG HOLDING CO., LTD.                                                                      THE FIRST QUARTER REPORT 2013


                                                          decreasingly-held plan and take
                                                          information disclosure responsibility
                                                          timely.
Commitments in report of
acquisition or equity change
Commitments in assets
reorganization
Commitments in initial public
offering or re-financing
Other commitments for
medium and small
shareholders
Completed on time or not            Yes
Detail reasons for
un-complement and further           Not applicable
plan
Whether made a promise to
horizontal competition and
                                    Yes
related transactions that
resulted or not
Solution term promised              Long-term effective
Solution way                        Not applicable
Complementation                     Fulfilling


IV. Prediction of business performance for Jan.-Jun. 2013

Alert of loss or significant change in net profit from the beginning of year to the end of next report period or compared with the same
period of last year, and statement of causations.
□ Applicable     √ Non applicable


V. Reception of researches, communications, or interviews in the report period

                                                                                                                       Main content
        Date                Place             Way           Type                            Visitors                   involved and
                                                                                                                      material provided
                                                                       China Merchants Securities Co., Ltd., GF
                                                                                                                      Introduced the
                                                                       Securities Co., Ltd., E Fund Management Co.,
                      Conference                                                                                      operation
                                          Field                        Ltd., China Southern Asset management Co.,
2013-01-10            room of the                    Institute                                                        condition of the
                                          research                     Ltd., Shenzhen Capital Co., Ltd., Guotai
                      Company                                                                                         Company
                                                                       Junan Securities Asset Management Co., Ltd.,
                                                                                                                      disclosed.
                                                                       Happy Life Insurance Co., Ltd., Bosera Funds




                                                                      9
 CSG HOLDING CO., LTD.                                                         THE FIRST QUARTER REPORT 2013




                                      Section IV Financial Report

I. Financial Statements

1. Consolidated Balance Sheet

Prepared by CSG Holding Co., Ltd.
                                                                                                            Unit: RMB

                   Items                      Ending balance                           Beginning balance

Current asset:

Monetary capital                                                631,856,608                                474,421,278

Settlement provision

Outgoing call loan

Transactional financial assets

Notes receivable                                                219,558,938                                299,804,348

Account receivable                                              265,483,765                                276,814,461

Prepayment                                                       85,546,411                                 70,007,569

Insurance receivable

Reinsurance receivable

Provisions of Reinsurance contracts
receivable

Interest receivable

Dividend receivable

Other account receivable                                         69,251,456                                 63,047,384

Repurchasing of financial assets

Inventories                                                     487,251,794                                367,293,857

Non-current asset due in 1 year

Other current asset                                             173,282,868                                167,499,349

Total of current asset                                         1,932,231,840                          1,718,888,246

Non-current assets

Disburse of consigned loans

Available-for-sale financial asset                              100,906,917                                109,955,459

Expired investment in possess

Long-term receivable



                                                      10
CSG HOLDING CO., LTD.                                           THE FIRST QUARTER REPORT 2013


Long-term share equity investment

Investment real estates

Fixed assets                                    8,901,381,006                       9,418,430,703

Construction in process                         2,617,873,690                       1,934,725,631

Engineering goods

Fixed asset disposal

Production physical assets

Gas & petrol

Intangible assets                               1,020,147,006                         929,486,926

R&D expense                                         7,064,640                           3,610,292

Goodwill                                            3,039,946                           3,039,946

Long-term amortizable expenses                      5,693,592                           2,713,907

Differed income tax asset                        163,035,086                          163,100,004

Other non-current asset                           12,110,712                           51,858,632

Total of non-current assets                    12,831,252,595                      12,616,921,500

Total of assets                                14,763,484,435                      14,335,809,746

Current liabilities

Short-term loans                                2,430,141,033                       1,688,049,571

Loan from Central Bank

Deposit received and hold for others

Call loan received

Trade off financial liabilities

Notes payable                                    132,006,195                          183,487,216

Account payable                                 1,020,387,490                       1,120,003,975

Prepayment received                              118,720,755                          135,413,065

Selling of repurchased financial assets

Fees and commissions receivable

Employees’ wage payable                          81,644,951                          104,895,290

Tax payable                                       98,199,735                          134,645,371

Interest payable                                  72,056,059                           35,091,990

Dividend payable                                     687,627                             687,627

Other account payable                            264,466,782                          165,969,155

Reinsurance fee payable

Insurance contract provision



                                          11
 CSG HOLDING CO., LTD.                                                           THE FIRST QUARTER REPORT 2013


Entrusted trading of securities

Entrusted selling of securities

Non-current liability due in 1 year                               100,320,988                               481,687,841

Other current liability                                               629,627                                   526,872

Total of current liability                                       4,319,261,242                            4,050,457,973

Non-current liabilities

Long-term borrowings                                              633,088,311                               711,112,961

Bond payable                                                     1,987,716,372                            1,986,624,288

Long-term payable

Special payable

Anticipated liabilities

Differed income tax liability                                      29,947,641                                32,046,701

Other non-recurring liabilities                                   357,127,121                               287,373,063

Total of non-current liabilities                                 3,007,879,445                            3,017,157,013

Total of liability                                               7,327,140,687                            7,067,614,986

Owners’ equity (or shareholders’
equity)

Capital paid in (or share capital)                               2,075,335,560                            2,075,335,560

Capital reserves                                                 1,374,302,353                            1,381,031,988

Less: Shares in stock

Special reserves                                                   15,076,671                                14,831,266

Surplus reserves                                                  678,216,577                               678,216,577

Common risk provision

Retained profit                                                  2,773,438,557                            2,665,777,580

Different of foreign currency translation                            -462,323                                 1,017,782

Total of owner’s equity belong to the
                                                                 6,915,907,395                            6,816,210,753
parent company

Minor shareholders’ equity                                       520,436,353                               451,984,007

Total of owners’ equity (or
                                                                 7,436,343,748                            7,268,194,760
shareholders’ equity)

Total of liability and shareholders’
                                                                14,763,484,435                           14,335,809,746
equity (or owners’ equity)


Legal Representative:Zeng Nan              CFO:Luo Youming         Manager of the financial department:Huang Yanbing




                                                           12
 CSG HOLDING CO., LTD.                                                    THE FIRST QUARTER REPORT 2013


2. Balance Sheet of the Parent Company

Prepared by CSG Holding Co., Ltd.
                                                                                                       Unit: RMB

                    Items                Ending balance                           Beginning balance

Current asset:

Monetary capital                                           244,665,251                                139,915,851

Transactional financial assets

Notes receivable

Account receivable

Prepayment

Interest receivable

Dividend receivable

Other account receivable                                  2,428,125,338                          1,753,686,199

Inventories

Non-current asset due in 1 year

Other current asset

Total of current asset                                    2,672,790,589                          1,893,602,050

Non-current assets

Available-for-sale financial asset                          77,395,615                                 84,335,860

Expired investment in possess

Long-term receivable                                      2,291,651,554                          2,281,424,431

Long-term share equity investment                         4,744,724,679                          4,635,634,350

Investment real estates

Fixed assets                                                13,710,938                                 13,311,942

Construction in process                                     20,665,188                                 10,254,145

Engineering goods

Fixed asset disposal

Production physical assets

Gas & petrol

Intangible assets                                            2,982,485                                  3,093,435

R&D expense                                                    331,428                                   134,999

Goodwill

Long-term amortizable expenses                               2,379,075

Differed income tax asset


                                                 13
CSG HOLDING CO., LTD.                                      THE FIRST QUARTER REPORT 2013


Other non-current asset                                                           22,806,000

Total of non-current assets                7,153,840,962                       7,050,995,162

Total of assets                            9,826,631,551                       8,944,597,212

Current liabilities

Short-term loans                           1,975,000,000                         750,000,000

Trade off financial liabilities

Notes payable

Account payable                                  29,790                              29,790

Prepayment received

Employees’ wage payable                      2,031,548                            4,833,381

Tax payable                                     192,042                              72,283

Interest payable                              8,143,607                            3,115,745

Dividend payable                                687,627                             687,627

Other account payable                       500,292,185                          842,603,141

Non-current liability due in 1 year

Other current liability

Total of current liability                 2,486,376,799                       1,601,341,967

Non-current liabilities

Long-term borrowings                        150,000,000                          140,000,000

Bond payable                               1,987,716,372                       1,986,624,288

Long-term payable

Special payable

Anticipated liabilities

Differed income tax liability                14,938,654                           16,673,715

Other non-recurring liabilities               8,897,000                            8,897,000

Total of non-current liabilities           2,161,552,026                       2,152,195,003

Total of liability                         4,647,928,825                       3,753,536,970

Owners’ equity (or shareholders’
equity)

Capital paid in (or share capital)         2,075,335,560                       2,075,335,560

Capital reserves                           1,413,743,546                       1,418,767,193

Less: Shares in stock

Special reserves

Surplus reserves                            678,216,577                          678,216,577




                                      14
 CSG HOLDING CO., LTD.                                                                  THE FIRST QUARTER REPORT 2013


Common risk provision

Retained profit                                                      1,011,407,043                                 1,018,740,912

Different of foreign currency translation

Total of owners’ equity (or
                                                                     5,178,702,726                                 5,191,060,242
shareholders’ equity)

Total of liability and shareholders’
                                                                     9,826,631,551                                 8,944,597,212
equity (or owners’ equity)


Legal Representative:Zeng Nan              CFO:Luo Youming                Manager of the financial department:Huang Yanbing


3. Consolidated Income Statement

Prepared by CSG Holding Co., Ltd.
                                                                                                                         Unit: RMB

                   Items                          Balance of this period                        Balance of last period

I. Total revenue                                                     1,456,792,882                                 1,523,060,818

Incl. Business income                                                1,456,792,882                                 1,523,060,818

Interest income

Insurance fee earned

Fee and commission received

II. Total business cost                                              1,305,835,991                                 1,472,769,778

Incl. Business cost                                                  1,050,719,953                                 1,230,892,680

Interest expense

Fee and commission paid

Insurance discharge payment

Net claim amount paid

Net insurance policy reserves provided

Insurance policy dividend paid

Reinsurance expenses

Business tax and surcharge                                                 10,900,605                                     8,018,309

Sales expense                                                              58,377,696                                    46,569,899

Administrative expense                                                125,388,239                                    121,360,149

Financial expenses                                                         61,201,978                                    61,861,252

Asset impairment loss                                                        -752,480                                     4,067,489

Plus: gains from change of fair value
(“-“for loss)



                                                              15
 CSG HOLDING CO., LTD.                                                                      THE FIRST QUARTER REPORT 2013


Investment gains (“-“ for loss)                                                                                            62,252,487

Incl. Investment gains from affiliates

Exchange gains (“-“ for loss)

III. Operational profit (“-“ for loss)                                  150,956,891                                    112,543,527

Plus: non-operational income                                                   30,642,625                                    59,101,237

Less: non-operational expenditure                                               7,107,553                                      312,160

Incl. Loss from disposal of non-current
                                                                                 104,217                                       209,177
assets

IV. Gross profit (“-“ for loss)                                         174,491,963                                    171,332,604

Less: Income tax expenses                                                      44,799,222                                    27,648,472

V. Net profit (“-“ for net loss)                                        129,692,741                                    143,684,132

Including: Net profit realized by the
entity taken over before the takeover

Net profit attributable to the owners of
                                                                          107,660,977                                    121,231,046
parent company

Minor shareholders’ equity                                                    22,031,764                                    22,453,086

VI. Earnings per share:                    --                                               --

(I) Basic earnings per share                                                         0.05                                          0.06

(II) Diluted earnings per share                                                      0.05                                          0.06

VII. Other misc. incomes                                                       -8,462,043                                    -4,808,930

VIII. Total of misc. incomes                                              121,230,698                                    138,875,202

Total of misc. incomes attributable to
                                                                               99,198,934                                116,422,116
the owners of the parent company

Total misc gains attributable to the
                                                                               22,031,764                                    22,453,086
minor shareholders


Legal Representative:Zeng Nan                  CFO:Luo Youming                Manager of the financial department:Huang Yanbing


4. Income Statement of the Parent Company

Prepared by CSG Holding Co., Ltd.
                                                                                                                             Unit: RMB

                   Items                              Balance of this period                        Balance of last period

I. Turnover                                                                      741,079                                      1,257,853

Less: Operation cost                                                              41,575                                        69,308

Business tax and surcharge

Sales expense


                                                                  16
 CSG HOLDING CO., LTD.                                                                     THE FIRST QUARTER REPORT 2013


Administrative expense                                                        5,127,394                                      3,778,003

Financial expenses                                                            9,934,420                                      4,009,219

Asset impairment loss                                                          -474,413                                      1,547,834

Plus: gains from change of fair value
(“-“ for loss)

Investment gains (“-“ for loss)                                             6,554,035                                 101,154,471

Incl. Investment gains from affiliates

II. Operational profit (“-“ for loss)                                       -7,333,862                                    93,007,960

Plus: Non business income                                                                                                    5,501,000

Less: Non-business expenses                                                                                                       658

Incl. Loss from disposal of non-current
                                                                                                                                  658
assets

III. Total profit (“-“ for loss)                                            -7,333,862                                    98,508,302

Less: Income tax expenses

IV.Net profit (“-“ for net loss)                                            -7,333,862                                    98,508,302

V. Earnings per share                     --                                               --

(I) Basic earnings per share

(II) Diluted earnings per share

VI. Other misc gains                                                          -5,205,184                                    -3,790,935

VII. Total of integrated income                                           -12,539,046                                       94,717,367


Legal Representative:Zeng Nan                 CFO:Luo Youming                Manager of the financial department:Huang Yanbing


5. Consolidated Cash Flow Statement

Prepared by CSG Holding Co., Ltd.
                                                                                                                            Unit: RMB

                    Items                            Balance of this period                        Balance of last period

I. Net cash flow from business
operation

Cash received from sales of products
                                                                        1,788,311,553                                 1,744,119,375
and providing of services

Net increase of customer deposits and
capital kept for brother company

Net increase of loans from central bank

Net increase of inter-bank loans from
other financial bodies


                                                                 17
CSG HOLDING CO., LTD.                                           THE FIRST QUARTER REPORT 2013


Cash received against original insurance
contract

Net cash received from reinsurance
business

Net increase of client deposit and
investment

Net increase of trade financial asset
disposal

Cash received as interest, processing
fee, and commission

Net increase of inter-bank fund received

Net increase of repurchasing business

Tax returned                                       7,802,366                           32,553,751

Other cash received from business
                                                  55,196,380                           63,219,978
operation

Sub-total of cash inflow from business
                                                1,851,310,299                       1,839,893,104
activities

Cash paid for purchasing of
                                                1,044,604,044                       1,102,541,640
merchandise and services

Net increase of client trade and advance

Net increase of savings in central bank
and brother company

Cash paid for original contract claim

Cash paid for interest, processing fee
and commission

Cash paid for policy dividend

Cash paid to staffs or paid for staffs           198,865,070                          225,931,813

Taxes paid                                       212,834,025                          149,946,220

Other cash paid for business activities          105,389,087                          104,186,629

Sub-total of cash outflow from business
                                                1,561,692,226                       1,582,606,302
activities

Cash flow generated by business
                                                 289,618,073                          257,286,802
operation, net

II. Cash flow generated by investing

Cash received from investment
retrieving

Cash received as investment profit



                                           18
CSG HOLDING CO., LTD.                                             THE FIRST QUARTER REPORT 2013


Net cash retrieved from disposal of
fixed assets, intangible assets, and other           4,556,623                              89,224
long-term assets

Net cash received from disposal of
subsidiaries or other operational units

Other investment-related cash received              20,726,310                            5,500,000

Sub-total of cash inflow due to
                                                    25,282,933                            5,589,224
investment activities

Cash paid for construction of fixed
assets, intangible assets and other                452,169,132                          399,732,877
long-term assets

Cash paid as investment                                                                  27,068,998

Net increase of loan against pledge

Net cash received from subsidiaries and
                                                    39,001,200
other operational units

Other cash paid for investment
                                                     7,000,000                            5,320,333
activities

Sub-total of cash outflow due to
                                                   498,170,332                          432,122,208
investment activities

Net cash flow generated by investment             -472,887,399                         -426,532,984

III. Cash flow generated by financing

Cash received as investment                         21,085,757                           52,855,285

Incl. Cash received as investment from
                                                    21,085,757                           52,855,285
minor shareholders

Cash received as loans                            1,613,758,324                         400,615,667

Cash received from bond placing

Other financing-related cash received               21,783,953

Subtotal of cash inflow from financing
                                                  1,656,628,034                         453,470,952
activities

Cash to repay debts                               1,262,423,766                         345,088,269

Cash paid as dividend, profit, or
                                                    31,372,734                           32,885,726
interests

Incl. Dividend and profit paid by
subsidiaries to minor shareholders

Other cash paid for financing activities                                                 77,661,428

Subtotal of cash outflow due to
                                                  1,293,796,500                         455,635,423
financing activities



                                             19
 CSG HOLDING CO., LTD.                                                                 THE FIRST QUARTER REPORT 2013


Net cash flow generated by financing                                 362,831,534                                        -2,164,471

IV. Influence of exchange rate
                                                                            -342,924                                      450,002
alternation on cash and cash equivalents

V. Net increase of cash and cash
                                                                     179,219,284                                   -170,960,651
equivalents

Plus: Balance of cash and cash
                                                                     447,736,537                                    634,416,574
equivalents at the beginning of term

VI. Balance of cash and cash
                                                                     626,955,821                                    463,455,923
equivalents at the end of term


Legal Representative:Zeng Nan             CFO:Luo Youming                Manager of the financial department:Huang Yanbing


6. Cash Flow Statement of the Parent Company

Prepared by CSG Holding Co., Ltd.
                                                                                                                        Unit: RMB

                  Items                          Balance of this period                        Balance of last period

I. Net cash flow from business
operation

Cash received from sales of products
and providing of services

Tax returned

Other cash received from business
                                                                            973,073                                      1,666,163
operation

Sub-total of cash inflow from business
                                                                            973,073                                      1,666,163
activities

Cash paid for purchasing of
                                                                           2,379,075
merchandise and services

Cash paid to staffs or paid for staffs                                     4,157,743                                    35,317,641

Taxes paid                                                                   96,338                                        16,250

Other cash paid for business activities                                    5,725,372                                     3,457,165

Sub-total of cash outflow from business
                                                                          12,358,528                                    38,791,056
activities

Cash flow generated by business
                                                                      -11,385,455                                   -37,124,893
operation, net

II. Cash flow generated by investing

Cash received from investment
retrieving



                                                             20
CSG HOLDING CO., LTD.                                              THE FIRST QUARTER REPORT 2013


Cash received as investment profit                   32,232,027

Net cash retrieved from disposal of
fixed assets, intangible assets, and other
long-term assets

Net cash received from disposal of
subsidiaries or other operational units

Other investment-related cash received                                                   120,121,769

Sub-total of cash inflow due to
                                                     32,232,027                          120,121,769
investment activities

Cash paid for construction of fixed
assets, intangible assets and other                  10,617,775                             367,602
long-term assets

Cash paid as investment                             313,104,626                          158,325,000

Net cash received from subsidiaries and
                                                     39,001,200
other operational units

Other cash paid for investment
                                                    787,603,647
activities

Sub-total of cash outflow due to
                                                  1,150,327,248                          158,692,602
investment activities

Net cash flow generated by investment             -1,118,095,221                         -38,570,833

III. Cash flow generated by financing

Cash received as investment

Cash received as loans                            1,544,058,284

Cash received from bond placing

Other financing-related cash received

Subtotal of cash inflow from financing
                                                  1,544,058,284
activities

Cash to repay debts                                 309,058,284

Cash paid as dividend, profit, or
                                                      3,176,062                             879,951
interests

Other cash paid for financing activities

Subtotal of cash outflow due to
                                                    312,234,346                             879,951
financing activities

Net cash flow generated by financing              1,231,823,938                             -879,951

IV. Influence of exchange rate
                                                      2,406,138                                1,017
alternation on cash and cash equivalents

V. Net increase of cash and cash                    104,749,400                          -76,574,660



                                             21
 CSG HOLDING CO., LTD.                                                        THE FIRST QUARTER REPORT 2013


equivalents

Plus: Balance of cash and cash
                                                                139,915,851                              229,898,569
equivalents at the beginning of term

VI. Balance of cash and cash
                                                                244,665,251                              153,323,909
equivalents at the end of term


Legal Representative:Zeng Nan              CFO:Luo Youming      Manager of the financial department:Huang Yanbing


II. Report of the Auditors

Whether the First Quarter Report has been audited or not
□ Yes √ No




Board of Directors of

CSG Holding Co., Ltd.

25 April 2013




                                                           22