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南 玻B:2015年第一季度报告全文(英文版)2015-04-30  

						      CSG HOLDING CO., LTD.



THE FIRST QUARTER REPORT 2015




       Chairman of the Board:
            ZENG NAN


             April 2015
   CSG HOLDING CO., LTD.                                                                  The First Quarter Report 2015




                                           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
jointly and severally, for the truthfulness, accuracy and completeness of the whole contents.
All directors are present the meeting of the Board for deliberating the First Quarter Report of the Company in
person.
Chairman of the Board of the Company Mr. Zeng Nan, CFO Mr. Luo Youming and principal of the financial
department Mr. Zhang Guoming hereby confirm the truthfulness and completeness of the Financial Report in the
First Quarter Report of 2015.
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 2015




        Section II Main accounting data and Changes in Shareholders

I. Main accounting data and indices

Whether retrospective adjustment has been carried out on financial reports of previous periods or not
□Yes     √ No

                                                     The 1st quarter of 2015      The 1st quarter of 2014     Percentage of change (%)

Operating income (RMB)                                          1,539,206,800                1,482,894,670                       3.80%

Net profit attributable to shareholders of the
                                                                   82,201,310                  123,051,443                      -33.20%
listed company(RMB)

Net profit attributable to shareholders of the
listed company after deducting non-recurring                       29,979,957                  108,589,698                      -72.39%
gains and losses(RMB)

Net cash flow arising from operating
                                                                   37,738,405                   90,191,987                      -58.16%
activities(RMB)

Basic earnings per share (RMB/Share)                                    0.0396                       0.0593                     -33.22%

Diluted earnings per share (RMB/Share)                                  0.0396                       0.0593                     -33.22%

The weighted average return on net assets (%)                             0.98%                      1.52%                       -0.54%

                                                          31 March 2015             31 December 2014          Percentage of change (%)

Total assets (RMB)                                             15,361,037,178               15,116,808,305                       1.62%

Net assets attributable to shareholder of listed
                                                                8,490,615,365                8,348,561,765                       1.70%
company(RMB)

Items and amounts of extraordinary profit (gains)/loss

√Applicable      □ Not applicable
                                                                                                                              Unit: RMB

                                                                                        Amount from beginning of the year
                                         Item                                                                                   Note
                                                                                          to the end of the report period
Gains/losses from the disposal of non-current asset (including the write-off that
                                                                                                                  2,847,302
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, which are                                   14,999,805
closely relevant to enterprise’s business)
Gains on disposal of available-for-sale financial assets, gains and losses from
change of fair values of held-for-transaction financial assets and financial
liabilities except for the effective hedge business related to normal business of the                           37,582,746
Company, and investment income from disposal of transactional financial assets
and liabilities and financial assets available for sale

                                                                    2
    CSG HOLDING CO., LTD.                                                                                The First Quarter Report 2015


Other non-operating income and expenditure except for the aforementioned items                                     1,111,480

Less: Impact on income tax                                                                                        3,074,613

     Impact on minority shareholders’ equity (post-tax)                                                          1,245,367

Total                                                                                                          52,221,353           --

Explain reasons for the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for
Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss
according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss
□Applicable    √Not applicable
It does not exist that items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A
Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss.


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

1. Total of shareholders at the end of the report period and particulars about the shares held by the top ten
shareholders

                                                                                                                               Unit: Share

Total of shareholders at the end of the report period                                                                              173,146

                                       Particulars about shares held by the top ten shareholders

                                                                                                     Amount of        Number of share
                                                                          Proportion
                                                                                       Amount of     restricted       pledged/frozen
            Name of shareholder                  Nature of shareholder     of shares
                                                                                       shares held    shares                       Amoun
                                                                           held (%)                                 Share status
                                                                                                       held                              t

Foresea Life Insurance Co., Ltd- Universal Domestic non state-owned
                                                                               3.92% 81,405,744                0
Insurance products                            legal person

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

Xin Tong Chan Industrial Development          Domestic non state-owned
                                                                               2.62% 54,459,899                0
(Shenzhen) Co., Ltd.                          legal person

Shenzhen International Holdings               Domestic non state-owned
                                                                               2.34% 48,605,713                0
(Shenzhen) Co., Ltd.                          legal person

China Merchants Securities (HK) Co., Ltd. State-owned legal person             1.21% 25,209,137                0

CITIC Securities Company Limited              State-owned legal person         1.03% 21,450,727                0

BBH A/C VANGUARD EMERGING
                                              Foreign legal person             0.74%    15,311,292             0
MARKETS STOCK INDEX FUND

GUOTAIJUNAN
                                              Foreign legal person             0.69% 14,231,158                0
SECURITIES(HONGKONG) LIMITED

Hua Xia Bank Co., Ltd. – Huashang Dapan Domestic non state-owned              0.44%     9,176,898             0

                                                                     3
    CSG HOLDING CO., LTD.                                                                                  The First Quarter Report 2015


quantize selected Flexibly Configured Mix legal person
Securities Investment Fund

GIC PRIVATE LIMITED                            Foreign legal person              0.40%     8,329,614            0

                                  Particular about top ten shareholders with un-restrict shares held

                                                                             Amount of                      Type of shares
                        Shareholders’ name                               un-restrict shares
                                                                                                         Type                Amount
                                                                          held at Period-end

Foresea Life Insurance Co., Ltd- Universal Insurance products                     81,405,744 RMB ordinary shares             81,405,744

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

Xin Tong Chan Industrial Development (Shenzhen) Co., Ltd.                         54,459,899 RMB ordinary shares             54,459,899

Shenzhen International Holdings (Shenzhen) Co., Ltd.                              48,605,713 RMB ordinary shares             48,605,713

                                                                                               Domestically listed
China Merchants Securities (HK) Co., Ltd.                                         25,209,137                                 25,209,137
                                                                                               foreign shares

CITIC Securities Company Limited                                                  21,450,727 RMB ordinary shares             21,450,727

BBH A/C VANGUARD EMERGING MARKETS STOCK INDEX                                                  Domestically listed
                                                                                  15,311,292                                 15,311,292
FUND                                                                                           foreign shares

                                                                                               Domestically listed
GUOTAIJUNAN SECURITIES(HONGKONG) LIMITED                                          14,231,158                                 14,231,158
                                                                                               foreign shares

Hua Xia Bank Co., Ltd. – Huashang Dapan quantize selected
                                                                                   9,176,898 RMB ordinary shares              9,176,898
Flexibly Configured Mix Securities Investment Fund

                                                                                               Domestically listed
GIC PRIVATE LIMITED                                                                8,329,614                                  8,329,614
                                                                                               foreign shares

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

Explanation on shareholders involving
margin business about top ten common
                                               N/A
shareholders with un-restrict shares held(if
applicable)

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.




                                                                      4
    CSG HOLDING CO., LTD.                                                                                The First Quarter Report 2015




                                        Section III Important Events

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

√Applicable     □ Not applicable
                                                                                                                     Unit: RMB’0,000

                                     Note    31 March 2015        31 December 2014         Amount of change      Percentage of change

Account receivable                   (1)                 49,063                  31,827                17,236                     54%

Inventory                            (2)                 52,607                  39,065                13,542                     35%

Development expenditure              (3)                  2,453                   1,768                   685                     39%

Note payable                         (4)                  2,050                      350                1,700                    486%

Wages payable                        (5)                  8,282                  15,904                 -7,622                   -48%



                                     Note     Jan.-Mar.2015          Jan.-Mar.2014         Amount of change      Percentage of change

Investment earnings                  (6)                  1,673                      638                1,035                    162%

Income tax expenses                  (7)                    127                   3,549                 -3,422                   -96%

Net profit                           (8)                  8,981                  13,319                 -4,338                   -33%

Other comprehensive income           (9)                  5,953                   1,035                 4,918                    475%



Note:
(1) Account receivable increased mainly because business of architectural glass was impacted by centralized delivery of products
after the spring festival while payback period of which was not matured.
(2) Inventory increased mainly because inventory of the flat glass increased for Macro Economy continued depression.
(3)The increase of development expenditure was mainly due to the increase of investment for R&D in the Year.
(4)Note payable increased mainly because notes newly issued increased slightly in the report period and the balance was lower in
previous period.
(5) Wages payable decreased mainly because the year-end bonus for employees which accrued at end of last year was paid in the
report period.
(6) Investment earnings increased mainly because the earnings from sales of the financial assets available for sale increased in the
report period.
(7) Income tax expenses decreased mainly because profit declined in the report period and some subsidiaries of the Company applied
to a preferential income tax rate for receiving the qualification certificate of High and New-Tech Enterprise in the Year.
(8) The decrease of net profit was mainly due to the impact of continued depression in economy and decline of product prices.
(9) Other comprehensive income increased mainly because fair value of the Group’s financial assets available for sale changed in the
report period.
                                                                   5
     CSG HOLDING CO., LTD.                                                                                The First Quarter Report 2015


II. The progress of material events and the analysis of the solutions

√Applicable       □ Not applicable
1. Plan of domestically listed foreign shares converting listing location to list and trade on the Main Board of Stock Exchange of
Hong Kong by Means of Introduction
The proposal of domestically listed foreign shares converting listing location to list and trade on the Main Board of Stock Exchange
of Hong Kong by Means of Introduction was deliberated and approved by the interim meeting of the 7th session of the Board of the
Company on 22 April 2015.
The Board agreed B-share converting listing location to list and trade on the Main Board of Stock Exchange of Hong Kong by Means
of Introduction.
The implement for the above items shall need deliberation and approval from the 2nd meeting of the Board, approval by shareholders’
meeting, verification, confirmation or approved by regulators,Stock Exchange of Hong Kong and China Securities Regulatory
Commission, and approvals from other government departments and authorities (if necessary).


2. Plan of non-public offering of A-share
Proposals of non-public offering of A-share to specific investors etc. were deliberated and approved by the interim meeting of the 7th
session of the Board on 22 April 2015.
The Company plans to exercise equity financing by means of non-public offering of A-share. The total amount of non-public offering
of A-share was 179,977,502 shares, 67,491,563 shares of which was specifically issued to China Northern Industries Corporation,
and 112,485,939 shares of which was specifically issued to Foresea Life Insurance Co., Ltd.
The A shares subscribed by China Northern Industries Corporation and Foresea Life Insurance Co., Ltd. in this plan are not allowed
to be transferred within 36 months from the listing date.
Pricing benchmark is the announcement day of board resolution for this issue. The offering price is RMB 8.89/share, no less than 90%
of the average trading price of 20 trading days before pricing benchmark. Offering price shall be adjusted if issues such as dividends,
bonus shares, capital reserve and other ex dividend issues occurred before offering.
The total amount of raised funds of non-public offering of A-share is no more than RMB1.6 billion, and the net capital will be used
for the following investment projects after issuance costs deduced:
                                                                                                                     Unit: RMB’0,000
                                                                                             Overall         Plan to use the amount
 Serial No.                            Project                        Practice subject
                                                                                           investment            of raised funds
               Update and expanding & reforming project for
 1                                                                    Yichang CSG             61,322.01                    61,322.00
               the electronic-grade Polysilicon of Yichang CSG

               Production line construction project of the
 2                                                                    Qingyuan CSG            43,666.00                    43,666.00
               high-alumina glass of Qingyuan CSG

 3             Repayment of bank loans                                The Company             20,000.00                    20,000.00

 4             Supplement working capital                             The Company             35,012.00                    35,012.00

 Total                                                                                      160,000.01                    160,000.00

Relevant events concerned with non-public offering of A-share need to acquire approvals from the shareholders’ meeting, China
Securities Regulatory Commission and other related authorities.




                                                                  6
    CSG HOLDING CO., LTD.                                                                               The First Quarter Report 2015


3. Short-term Financing Bonds
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 bills 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 bills, which could be issued by stages within the validity period of registration. On 7 March 2013, the Company
issued the 1st batch of short-term financing bills with a total amount of RMB 1.1 billion and deadline of one year, and cashed
completed on 6 March 2014. On 27 June 2014, the Company continued to issue the 2nd batch of short-term financing bills for the
year with a total amount of RMB 700 million and annual interest rate of 5.10%, and the expiry date is 27 June 2015. On 25 August
2014, the Company continued to issue the 3rd batch of short-term financing bills for the year with a total amount of RMB 400
million and annual interest rate of 5.10%, and the expiry date is 25 August 2015.
On 23 April 2013, annual general meeting of 2012 of CSG Holding Co., Ltd deliberated and approved the proposal of short-term
financing bills offering with application of short-term financing bills with a total amount of no more than 40 percent of the
Company’s net assets (the issued short-term financing bills included). On 20 December 2013, National Association of Financial
market Institutional Investors held its 74th registration meeting of 2013, in which NAFMII decided to accept the Company’s
short-term financing bills registration, amounting to RMB 1.1 billion, valid for two years. China CITIC Bank Corporation Limited
and Agricultural Bank of China Co., Ltd were joint lead underwriters of these short-term financing bills, which could be issued by
stages within the validity period of registration. On 14 March 2014, the Company issued short-term financing bills with a total
amount of RMB 0.5 billion and deadline of one year, which was redeemed on 16 March 2015. On 22 April 2015, the Company
issued the 1st batch of short-term financing bills for the year of 2015 with a total amount of RMB 0.6 billion and annual interest rate
of 4.28%, and the expiry date is 23 April 2016.
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 reporting period or extending to reporting period.

√Applicable   □ Not applicable
                                                                                                 Commit- Commit-
                                                                                                                       Implement-
    Commitments           Promisee                    Content of commitments                      ment    ment
                                                                                                                         ation
                                                                                                   date   term
                        The original The Company has implemented share merger reform in
                        non-tradable May 2006. Till June 2008, the share of the original
                                                                                                                     By the end of
                        shareholder non-tradable shareholders which holding over 5% total
                                                                                                                     the report
                        Shenzhen      shares of the Company had all released. Therein, the
                                                                                                                     period, the
                        International original non-tradable shareholder Shenzhen International
                                                                                                                     above
                        Holdings      Holdings (SZ) Limited and Xin Tong Chan Industrial
Commitments for                                                                                  2006-5-             shareholders of
                        (SZ)          Development (Shenzhen) Co., Ltd. both are                            N/A
Share Merger Reform                                                                              22                  the Company
                        Limited and wholly-funded subsidiaries to Shenzhen International
                                                                                                                     had strictly
                        Xin Tong      Holdings Limited (hereinafter Shenzhen International for
                                                                                                                     carried out
                        Chan          short) listed in Hong Kong united stock exchange main
                                                                                                                     their promises.
                        Industrial    board. Shenzhen International made commitment that it
                        Developmen would strictly carry out related regulations of Securities
                        t (Shenzhen) Law, Administration of the Takeover of Listed Companies


                                                                  7
      CSG HOLDING CO., LTD.                                                                              The First Quarter Report 2015


                          Co., Ltd.    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 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
                          Yes
not
Detail reasons for
unfinished
                          Not applicable
commitment and
further plan


IV. Predict of the business performance from January to June 2015

Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be
loss or have great changes comparing with the same period of last year

□Applicable      √ Not applicable


V. Securities Investment

□ Applicable     √ Not applicable
There was no securities investment in the report period.


VI. Explanation on equity of other listed company held

√Applicable      □ Not applicable
The Company now holds 8,660,829 shares of the Golden Glass, and has 4.01% voting right of Golden Glass. Directors and key
managers of Golden Glass are not appointed by the Company, the Company doesn’t participate or impact finance and operation
decision-making or routine operation activities of Golden Glass in other way, thus, the Company shows no major influence on
Golden Glass, so the shares held by the Company is calculated as equity instrument available for sale.
In the report period, the Company sold 5,709,171 shares of Golden Glass and the return on investment was RMB 25,558,847.



                                                                   8
    CSG HOLDING CO., LTD.                                                                                     The First Quarter Report 2015


VII. Derivative investment
□ Applicable     √ Not applicable

There was no derivative investment in the report period.

VIII. Registration form for receiving research, communication and interview in the report
period
√Applicable      □ Not applicable
                                        Type of                                                                     Contents discussed and
   Date         Place     Method                                               Investor
                                       investors                                                                      materials supplied
                                                    Shenzhen JunHai Investment Management Co., Ltd., Chian
                                                    Galaxy Securities Co., Ltd., China Galaxy International Introduced the
            The          Field
2015-1-19                             Institution Financial Holding Limited, Shenzhen Minsen Investment operation condition of
            Company research
                                                    Co., Ltd., and Springs (Beijing) Investment Management Co., the Company disclosed
                                                    Ltd.

                                                    Guotai Junan Securities, Anbang Asset Management Co.,
                                                    Ltd., Yinhua Fund Management Co., Ltd., Guangdong Yinshi
                                                    Investment Co., Ltd., Jixiang Life Insurance Co., Ltd., Introduced the
            The          Field
2015-1-20                             Institution Shenzhen Qianhai Black Swan Asset Management Co., Ltd. operation condition of
            Company research
                                                    Beijing Yuanxu Equity Investment Fund Management Co., the Company disclosed
                                                    Ltd., Shenzhen Taihe Investment Management Co., Ltd.,
                                                    Jingxi Startup Mansion and First Capital Securities Co., Ltd.

                                                    KHAZANAH        NASIONAL, Cathay Securities Investment
                                                                                                                    Introduced the
            The          Field                      Trust Co., Ltd., Jirong Asset Management Co., Ltd., Zexi
2015-1-26                             Institution                                                                   operation condition of
            Company research                        Investment Management Co., Ltd. and CITIC Securities Co.,
                                                                                                                    the Company disclosed
                                                    Ltd.




                                                                        9
   CSG HOLDING CO., LTD.                                                                      The First Quarter Report 2015




                                       Section IV Financial Report

I. Financial Statements

I. Financial Statements

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

                           Items                                Ending balance                  Beginning balance

Current asset:

Monetary capital                                                             135,468,984                     158,139,050

Settlement provision

Outgoing call loan

Financial assets measured at fair value of which changes
are recorded in current profits and losses

Derivative financial assets

Notes receivable                                                             129,463,872                     155,588,629

Account receivable                                                           490,628,687                     318,274,574

Prepayment                                                                       74,369,698                   84,231,553

Insurance receivable

Reinsurance receivable

Provisions of Reinsurance contracts receivable

Interest receivable

Dividend receivable

Other account receivable                                                         27,781,893                   25,973,156

Repurchasing of financial assets

Inventories                                                                  526,072,983                     390,652,618

Assets held for sale

Non-current asset due in 1 year

Other current asset                                                          219,663,261                     219,908,717

Total of current asset                                                     1,603,449,378                   1,352,768,297

Non-current assets

Disburse of consigned loans

Available-for-sale financial asset                                           159,359,254                     145,568,100

Expired investment in possess

                                                           10
    CSG HOLDING CO., LTD.                                                     The First Quarter Report 2015


Long-term receivable

Long-term share equity investment                              742,871,404                   751,623,543

Investment real estates

Fixed assets                                                 10,041,259,053                 9,851,117,915

Construction in process                                       1,734,158,957                1,934,595,736

Engineering goods

Fixed asset disposal

Production physical assets

Gas & petrol

Intangible assets                                              938,021,170                   946,586,310

R&D expense                                                     24,530,690                    17,675,656

Goodwill                                                          3,039,946                     3,039,946

Long-term amortizable expenses                                    2,138,334                     2,391,824

Differed income tax asset                                      104,549,908                   103,781,894

Other non-current asset                                           7,659,084                     7,659,084

Total of non-current assets                                  13,757,587,800               13,764,040,008

Total of assets                                              15,361,037,178               15,116,808,305

Current liabilities

Short-term loans                                              2,141,117,487                1,957,123,175

Loan from Central Bank

Deposit received and hold for others

Call loan received

Financial liabilities measured at fair value of which
changes are recorded in current profits and losses

Derivative financial liabilities

Notes payable                                                   20,500,000                      3,500,000

Account payable                                                920,044,711                   960,537,876

Prepayment received                                             88,959,879                   113,994,747

Selling of repurchased financial assets

Fees and commissions receivable

Employees’ wage payable                                        82,817,182                   159,040,363

Tax payable                                                     53,698,125                    57,213,608

Interest payable                                                91,469,937                    74,556,982

Dividend payable


                                                        11
    CSG HOLDING CO., LTD.                                         The First Quarter Report 2015


Other account payable                              147,595,741                   147,269,978

Reinsurance fee payable

Insurance contract provision

Entrusted trading of securities

Entrusted selling of securities

Liabilities held for sale

Non-current liability due in 1 year               2,145,416,558                 2,119,066,755

Other current liability                                300,000                       300,000

Total of current liability                        5,691,919,620                5,592,603,484

Non-current liabilities

Long-term borrowings                               389,000,000                   383,817,820

Bond payable

Of which: preferred shares

Perpetual bonds

Long-term payable

Long-term payroll payables

Special payable

Anticipated liabilities

Deferred income                                    432,502,673                   444,909,519

Differed income tax liability                       47,694,900                    42,029,332

Other non-recurring liabilities

Total of non-current liabilities                   869,197,573                   870,756,671

Total of liability                                6,561,117,193                6,463,360,155

Owners’ equity (or shareholders’ equity)

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

Other equity instruments

Of which: preferred shares

Perpetual bonds

Capital reserves                                  1,340,172,052                1,340,090,907

Less: Shares in stock

 Other comprehensive income                         46,228,818                    -13,521,093

Special reserves                                    14,584,061                    14,562,826

Surplus reserves                                   830,772,731                   830,772,731

Common risk provision

                                             12
    CSG HOLDING CO., LTD.                                                                        The First Quarter Report 2015


Retained profit                                                               4,183,522,143                   4,101,320,834

Total of owner’s equity belong to the parent company                         8,490,615,365                   8,348,561,765

Minor shareholders’ equity                                                     309,304,620                     304,886,385

Total of owners’ equity (or shareholders’ equity)                           8,799,919,985                   8,653,448,150

Total of liability and shareholders’ equity (or owners’
                                                                             15,361,037,178                  15,116,808,305
equity)


Legal Representative:Zeng Nan                 CFO:Luo Youming         Manager of the financial department:Zhang Guoming


2. Balance Sheet of the Parent Company

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

                           Items                                   Ending balance                  Beginning balance

Current asset:

Monetary capital                                                                    61,405,111                   69,089,926

Financial assets measured at fair value of which changes
are recorded in current profits and losses

Derivative financial assets

Notes receivable

Account receivable

Prepayment

Interest receivable

Dividend receivable

Other account receivable                                                      3,688,295,755                   3,574,791,409

Inventories

Assets held for sale

Non-current asset due in 1 year

Other current asset

Total of current asset                                                        3,749,700,866                   3,643,881,335

Non-current assets

Available-for-sale financial asset                                              159,359,254                     139,854,780

Expired investment in possess

Long-term receivable                                                          1,658,290,000                   1,636,290,000

Long-term share equity investment                                             4,725,193,876                   4,733,050,730

Investment real estates

                                                              13
    CSG HOLDING CO., LTD.                                                     The First Quarter Report 2015


Fixed assets                                                    30,986,348                    32,554,885

Construction in process                                            194,940

Engineering goods

Fixed asset disposal

Production physical assets

Gas & petrol

Intangible assets                                                 2,094,886                     2,205,836

R&D expense

Goodwill

Long-term amortizable expenses                                    1,473,628                     1,701,424

Differed income tax asset

Other non-current asset

Total of non-current assets                                   6,577,592,932                6,545,657,655

Total of assets                                              10,327,293,798               10,189,538,990

Current liabilities

Short-term loans                                              1,773,500,000                1,681,000,000

Financial liabilities measured at fair value of which
changes are recorded in current profits and losses

Derivative financial liabilities

Notes payable

Account payable                                                    167,256                       169,337

Prepayment received

Employees’ wage payable                                          2,375,891                    50,356,110

Tax payable                                                        202,499                      1,323,122

Interest payable                                                53,810,344                    54,281,022

Dividend payable

Other account payable                                          283,371,301                   270,915,072

Liabilities held for sale

Non-current liability due in 1 year                           1,997,099,182                1,995,783,205

Other current liability

Total of current liability                                    4,110,526,473                4,053,827,868

Non-current liabilities

Long-term borrowings                                           218,000,000                   196,000,000

Bond payable


                                                        14
    CSG HOLDING CO., LTD.                                                                    The First Quarter Report 2015


Of which: preferred shares

Perpetual bonds

Long-term payable

Long-term payroll payables

Special payable

Anticipated liabilities

Deferred income                                                                 11,167,800                    11,167,800

Differed income tax liability                                                   37,073,160                    30,553,445

Other non-recurring liabilities

Total of non-current liabilities                                              266,240,960                    237,721,245

Total of liability                                                          4,376,767,433                  4,291,549,113

Owners’ equity (or shareholders’ equity)

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

Other equity instruments

Of which: preferred shares

Perpetual bonds

Capital reserves                                                            1,403,988,071                  1,403,806,545

Less: Shares in stock

 Other comprehensive income                                                     44,168,509                   -15,223,855

Special reserves

Surplus reserves                                                              845,318,091                    845,318,091

Retained profit                                                             1,581,716,134                  1,588,753,536

Total of owners’ equity (or shareholders’ equity)                         5,950,526,365                  5,897,989,877

Total of liability and shareholders’ equity (or owners’
                                                                           10,327,293,798                 10,189,538,990
equity)


3. Consolidated Income Statement

                                                                                                               Unit: RMB

                            Items                            Balance of this period           Balance of last period

I. Total revenue                                                            1,539,206,800                  1,482,894,670

Incl. Business income                                                       1,539,206,800                  1,482,894,670

Interest income

Insurance fee earned

Fee and commission received


                                                            15
    CSG HOLDING CO., LTD.                                                      The First Quarter Report 2015


II. Total business cost                                        1,483,814,575                1,344,181,492

Incl. Business cost                                            1,219,078,366                1,101,922,703

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                                        5,465,909                      7,492,146

Sales expense                                                    65,898,919                    58,234,783

Administrative expense                                          133,870,454                   122,486,203

Financial expenses                                               56,173,221                    51,307,640

Asset impairment loss                                             3,327,706                      2,738,017

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

Investment gains (“-“ for loss)                                16,725,566                      6,383,626

Incl. Investment gains from affiliates

Exchange gains (“-“ for loss)

III. Operational profit (“-“ for loss)                         72,117,791                   145,096,804

Plus: non-operational income                                     18,971,646                    25,025,825

Including: Gains on disposal of non-current assets                2,854,584                       592,302

Less: non-operational expenditure                                    13,059                      1,450,126

Incl. Loss from disposal of non-current assets                        7,282                      1,421,153

IV. Gross profit (“-“ for loss)                                91,076,378                   168,672,503

Less: Income tax expenses                                         1,265,071                    35,485,420

V. Net profit (“-“ for net loss)                               89,811,307                   133,187,083

Net profit attributable to the owners of parent company          82,201,310                   123,051,443

Minor shareholders’ equity                                       7,609,997                    10,135,640

VI. After-tax net amount of other comprehensive incomes          59,528,906                    10,352,885

After-tax net amount of other comprehensive incomes
                                                                 59,749,912                    10,352,885
attributable to owners of the Company

(I) Other comprehensive incomes that will not be
reclassified into gains and losses

1. Changes in net liabilities or assets with a defined
benefit plan upon re-measurement

                                                          16
   CSG HOLDING CO., LTD.                                                                            The First Quarter Report 2015


2. Enjoyable shares in other comprehensive incomes in
investees that cannot be reclassified into gains and losses
under the equity method

(II) Other comprehensive incomes that will be reclassified
                                                                                     59,749,912                      10,352,885
into gains and losses

1. Enjoyable shares in other comprehensive incomes in
investees that will be reclassified into gains and losses
under the equity method

2. Gains and losses on fair value changes of
                                                                                     60,138,670                      10,115,238
available-for-sale financial assets

3. Gains and losses on reclassifying held-to-maturity
investments into available-for-sale financial assets

4. Effective hedging gains and losses on cash flows

5. Foreign-currency financial statement translation
                                                                                       -388,758                         237,647
difference

6. Other

After-tax net amount of other comprehensive incomes
                                                                                       -221,006
attributable to minority shareholders

VII. Total comprehensive incomes                                                   149,340,213                      143,539,968

Attributable to owners of the Company                                              141,951,222                      133,404,328

Attributable to minority shareholders                                                 7,388,991                      10,135,640

VIII. Earnings per share

(I) Basic earnings per share                                                               0.0396                         0.0593

(II) Diluted earnings per share                                                            0.0396                         0.0593


Legal Representative:Zeng Nan                 CFO:Luo Youming            Manager of the financial department:Zhang Guoming


4. Income Statement of the Parent Company

                                                                                                                     Unit: RMB

                           Items                                  Balance of this period             Balance of last period

I. Turnover                                                                                    0                              0

Less: Operation cost                                                                           0                              0

Business tax and surcharge                                                                     0                              0

Sales expense                                                                                  0                              0

Administrative expense                                                                7,070,729                       6,203,406

Financial expenses                                                                   32,205,941                      23,005,979


                                                              17
    CSG HOLDING CO., LTD.                                                        The First Quarter Report 2015


Asset impairment loss                                                   2,168                         -2,049

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

Investment gains (“-“ for loss)                                  18,173,520                      8,735,293

Incl. Investment gains from affiliates

II. Operational profit (“-“ for loss)                            -21,105,318                   -20,472,043

Plus: Non business income                                             790,176                       839,045

Including: Gains on disposal of non-current assets

Less: Non-business expenses

Incl. Loss from disposal of non-current assets

III. Total profit (“-“ for loss)                                 -20,315,142                   -19,632,998

Less: Income tax expenses                                          -13,277,740

IV.Net profit (“-“ for net loss)                                  -7,037,402                   -19,632,998

V. After-tax net amount of other comprehensive incomes             59,392,364                      7,558,785

(I) Other comprehensive incomes that will not be
reclassified into gains and losses

1. Changes in net liabilities or assets with a defined
benefit plan upon re-measurement

2. Enjoyable shares in other comprehensive incomes in
investees that cannot be reclassified into gains and losses
under the equity method

(II) Other comprehensive incomes that will be reclassified
                                                                   59,392,364                      7,558,785
into gains and losses

1. Enjoyable shares in other comprehensive incomes in
investees that will be reclassified into gains and losses
under the equity method

2. Gains and losses on fair value changes of
                                                                   59,392,364                      7,558,785
available-for-sale financial assets

3. Gains and losses on reclassifying held-to-maturity
investments into available-for-sale financial assets

4. Effective hedging gains and losses on cash flows

5. Foreign-currency financial statement translation
difference

6. Other

VI. Total comprehensive incomes                                    52,354,962                    -12,074,213

VII. Earnings per share

(I) Basic earnings per share


                                                              18
    CSG HOLDING CO., LTD.                                                                    The First Quarter Report 2015


(II) Diluted earnings per share


5. Consolidated Cash Flow Statement

                                                                                                              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
                                                                            1,638,344,300                  1,702,304,935
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

Cash received against original insurance contract

Net cash received from reinsurance business

Net increase of client deposit and investment

Net increase of disposal of financial assets measured at
fair value of which changes are recorded into current
gains and losses

Cash received as interest, processing fee, and commission

Net increase of inter-bank fund received

Net increase of repurchasing business

Tax returned                                                                     2,825,244                       421,908

Other cash received from business operation                                     14,219,488                    17,575,287

Sub-total of cash inflow from business activities                           1,655,389,032                  1,720,302,130

Cash paid for purchasing of merchandise and services                        1,137,589,502                  1,097,649,946

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                                        258,205,741                    250,906,812

Taxes paid                                                                    111,806,996                    182,733,978

Other cash paid for business activities                                       110,048,388                     98,819,407


                                                            19
   CSG HOLDING CO., LTD.                                                         The First Quarter Report 2015


Sub-total of cash outflow from business activities               1,617,650,627                 1,630,110,143

Cash flow generated by business operation, net                     37,738,405                    90,191,987

II. Cash flow generated by investing

Cash received from investment retrieving                           91,792,420

Cash received as investment profit                                                                  444,816

Net cash retrieved from disposal of fixed assets,
                                                                    2,654,139                      8,328,943
intangible assets, and other long-term assets

Net cash received from disposal of subsidiaries or other
operational units

Other investment-related cash received                              1,832,684                    95,250,749

Sub-total of cash inflow due to investment activities              96,279,243                   104,024,508

Cash paid for construction of fixed assets, intangible
                                                                  320,005,251                   411,824,679
assets and other long-term assets

Cash paid as investment                                                                          55,914,929

Net increase of loan against pledge

Net cash received from subsidiaries and other operational
units

Other cash paid for investment activities                             672,760

Sub-total of cash outflow due to investment activities            320,678,011                   467,739,608

Net cash flow generated by investment                            -224,398,768                  -363,715,100

III. Cash flow generated by financing

Cash received as investment                                                                      21,136,000

Incl. Cash received as investment from minor
                                                                                                 21,136,000
shareholders

Cash received as loans                                           1,053,352,855                2,027,074,580

Cash received from bond placing

Other financing-related cash received                                                            20,096,157

Subtotal of cash inflow from financing activities                1,053,352,855                2,068,306,737

Cash to repay debts                                               839,142,536                 1,735,961,256

Cash paid as dividend, profit, or interests                        48,991,916                    63,293,058

Incl. Dividend and profit paid by subsidiaries to minor
shareholders

Other cash paid for financing activities                               92,208

Subtotal of cash outflow due to financing activities              888,226,660                 1,799,254,314

Net cash flow generated by financing                              165,126,195                   269,052,423


                                                            20
    CSG HOLDING CO., LTD.                                                                      The First Quarter Report 2015


IV. Influence of exchange rate alternation on cash and
                                                                               -1,248,106                          136,529
cash equivalents

V. Net increase of cash and cash equivalents                                  -22,782,274                        -4,334,161

Plus: Balance of cash and cash equivalents at the
                                                                             156,838,261                       276,450,869
beginning of term

VI. Balance of cash and cash equivalents at the end of
                                                                             134,055,987                       272,116,708
term


6. Cash Flow Statement of the Parent Company

                                                                                                                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 operation                                          943,126                       326,465

Sub-total of cash inflow from business activities                                    943,126                       326,465

Cash paid for purchasing of merchandise and services                                                                     1,500

Cash paid to staffs or paid for staffs                                         45,642,137                       47,862,295

Taxes paid                                                                            69,646                       274,607

Other cash paid for business activities                                         1,490,598                        4,625,703

Sub-total of cash outflow from business activities                             47,202,381                       52,764,105

Cash flow generated by business operation, net                                -46,259,255                      -52,437,640

II. Cash flow generated by investing

Cash received from investment retrieving                                       83,721,977

Cash received as investment profit                                              2,970,186                       18,685,428

Net cash retrieved from disposal of fixed assets,
                                                                                                                          294
intangible assets, and other long-term assets

Net cash received from disposal of subsidiaries or other
operational units

Other investment-related cash received

Sub-total of cash inflow due to investment activities                          86,692,163                       18,685,722

Cash paid for construction of fixed assets, intangible
                                                                                     207,220                       143,185
assets and other long-term assets

Cash paid as investment                                                              791,650                   114,778,929


                                                           21
    CSG HOLDING CO., LTD.                                                      The First Quarter Report 2015


Net cash received from subsidiaries and other operational
units

Other cash paid for investment activities                            20,000

Sub-total of cash outflow due to investment activities             1,018,870                  114,922,114

Net cash flow generated by investment                             85,673,293                   -96,236,392

III. Cash flow generated by financing

Cash received as investment

Cash received as loans                                           859,296,702                1,871,301,593

Cash received from bond placing

Other financing-related cash received                                                            1,016,912

Subtotal of cash inflow from financing activities                859,296,702                1,872,318,505

Cash to repay debts                                              744,796,702                1,719,250,000

Cash paid as dividend, profit, or interests                       32,690,865                    28,228,411

Other cash paid for financing activities                         128,891,119

Subtotal of cash outflow due to financing activities             906,378,686                 1,747,478,411

Net cash flow generated by financing                             -47,081,984                  124,840,094

IV. Influence of exchange rate alternation on cash and
                                                                     -16,868                         7,801
cash equivalents

V. Net increase of cash and cash equivalents                      -7,684,814                   -23,826,137

Plus: Balance of cash and cash equivalents at the
                                                                  67,898,286                  129,337,516
beginning of term

VI. Balance of cash and cash equivalents at the end of
                                                                  60,213,472                  105,511,379
term


II. Report of the Auditors

Whether the First Quarter Report has been audited or not
□ Yes √ No
The First Quarter Report hasn’t been audited.




Board of Directors of

CSG Holding Co., Ltd.

30 April 2015




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