方大集团股份有限公司 CHINA FANGDA GROUP CO., LTD. Interim Report 2010 Important Prompt The Board of Directors and the directors of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. This report has been examined and adopted by the 21th meeting of the 5th term of Board. Mr. Dong Likun, the independent director absent the meeting for business engagement, he entrusted independent director Guo Jinlong to exercise his right of voting and issued the independent opinions. The other directors all presented the meeting. The Financial Statement carried in the Semi-annual Report was not audited. Mr. Xiong Jianming, the Chairman of Board, and Mr. Lin Kebin, the Chief Financial Officer declare: the Financial Report carried in this report is authentic and completed. This report is prepared both in English and Chinese. When there is any conflict in understanding, the Chinese version shall prevail.2 Definitions The following terms are defined to the companies goes after them unless otherwise stated. the Company : China Fangda Group Co., Ltd. The Group: the Company and its subsidiaries Fangda Decoration: Shenzhen Fangda Decoration Engineering Co., Ltd. Fangda Yide: Fangda Yide New Material Co., Ltd. Fangda Aluminium: Jiangxi Fangda New-type Aluminium Co., Ltd. Fangda Guoke: Shenzhen Fangda Guoke Electri-Optical Technical Co., Ltd. Fangda Automatic: Shenzhen Fangda Automatic System Co., Ltd. Fangda New Materials: Fangda New Materials (Jiangxi) Co., Ltd. Shenzhen Woke: Shenzhen Woke Semiconductor Lighting Co., Ltd. Shenyang Fangda: Shenyang Fangda Semiconductor Lighting Co., Ltd. HK Junjia: Hong Kong Junjia Group Co., Ltd. Banglin: Shenzhen Banglin Technology Development Co., Ltd. Shilihe: Shenzhen Shilihe Investment Co., Ltd. Onforce: Onforce International Co., Ltd. LED: GaN Lighting Diode Semiconductor3 Table of Contents . 一、公司基本情况.............................................................................. 5 . 二、股本变动和主要股东持股情况.................................................. 9 . 三、董事、监事、高级管理人员情况..............................................9 . 四、董事会报告................................................................................ 10 . 五、重要事项.................................................................................... 23 . 六、财务报告.................................................................................... 22 . 七、备查文件.................................................................................... 224 I. Company Profile 1. Company Profile: (1) Legal Name of the Company in Chinese and English In Chinese: 方大集团股份有限公司(abbreviation:方大集团) In English: CHINA FANGDA GROUP CO., LTD. (abbreviation:CFDC ) (2) Legal Representative: Mr. Xiong Jianming (3) Secretary of the Board: Mr. Zhou Zhigang Address: Fangda Town, Xili Longjing, Nanshan District, Shenzhen, PRC Post code: 518055 Tel: 86(755) 26788571 ext. 6622 Fax: 86(755) 26788353 Email: zqb@fangda.com (4) Registered Address of the Company: Fangda Building, Kejinan 12th Avenue, High-tech Zone, Shenzhen, PR China. Post code: 518057 Head office: Technology Building, Fangda Town, Xili Longjing, Nanshan District, Shenzhen, PRC Post code: 518055 Email: fd@fangda.com Website: http://www.fangda.com (5) Official Medias of Information Disclosure China Securities Journal, Security Times, Shanghai Securities Daily, Hong Kong Commercial Daily Website assigned by China Securities Regulatory Commission for the disclosing of Annual Report: http://www.cninfo.com.cn Website of the Company where the Interim Report is available: http://www.fangda.com This Interim Report is available at: the Secretary Office of the Board of the Company. (6) Abbreviations and Codes of the Stock and the Stock Exchange Listed A Stock: Fangda A 000055 Shenzhen Stock Exchange B Stock: Fangda B 200055 Shenzhen Stock Exchange5 2. Financial Highlights (in RMB yuan) (1) Major accounting indicies Ended this report term Ended previous year Increase/decrease (%) Not adjusted Adjusted Adjusted Gross Assets 1,881,201,955.11 1,482,814,012.11 26.87% Owners’ equity to shareholders of the listed company 984,993,051.24 623,295,593.57 58.03% Share capital 504,606,604.00 426,786,359.00 18.23% Net asset per share attributable to the shareholders of the listed company (Yuan/share) 1.95 1.46 33.56% Report term (Jan-Jun) Same period last year Increase/decrease (%) Not adjusted Adjusted Adjusted Turnover 423,379,762.74 369,945,313.89 14.44% Operation profit 23,172,085.73 25,017,739.00 -7.38% Total profit 36,785,520.86 26,150,179.58 40.67% Net profit attributable to the shareholders of the listed company 33,608,581.42 30,076,634.28 11.74% Net profit after deducting of non-recurring gain/loss attributable to the shareholders of the listed company 13,165,642.02 9,643,894.57 36.52% Basic earnings per share (Yuan/share) 0.074 0.066 12.12% Diluted earnings per share (Yuan/share) 0.074 0.066 12.12% Net return on equity (%) 5.28% 5.22% 0.06% Cash flow generated by business operation, net -39,527,323.06 45,029,475.86 -187.78% Net Cash flow per share generated by business operation (yuan/share) -0.08 0.11 -172.73% (2) Non-recurring gain and loss items Non-recurring gain and loss items Amount Gain/loss of non-current assets 10,727,318.70 Government subsidies accounted into current gain/loss account, other than those closely related to the Company ’ s common business, comply with the national policy and continues to enjoy at certain fixed rate or amount. 3,673,500.00 Gain/loss from change of fair value of investment property measured at fair value in follow-up measurement 6,553,456.32 Other non-business income and expenditures other than the above -787,383.57 Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and sellable financial assets, other than valid period value instruments related to the Company’s common businesses 3,176,516.97 Influenced amount of minority shareholders’ equity -31,051.22 Influenced amount of income tax -2,869,417.80 Total 20,442,939.40 (3) Impact on the net profit and net asset due to adjustment under IAS6 (In RMB Yuan) Domestic Accounting Standard International Accounting Standard Net profit attributable to the shareholders of the listed company 33,608,581.42 33,608,581.42 Owners ’ equity to shareholders of the listed company 984,993,051.24 989,756,449.48 Statement about the diversity Differences of owners’ equity were the part of interest of previous years being capitalized according to the new accounting standard. (4) Net income/asset ratio and earnings per share Items Net return on equity (%) Earnings per share (yuan/share) weighted average Basic earnings per share Diluted earnings per share Net profit attributable to the shareholders of the listed company 5.28% 0.074 0.074 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of the listed company 2.07% 0.029 0.0297 II. Change in Capital Share and Major Shareholders (I) Change of Capital Share 1. Causation of the change In the report term, common reserve capitalizing plan for year 2009 was implemented: basing on the total of 426,786,359 capital shares, 0.7 bonus share was given to each 10 shares of the entire shareholders, namely the capital shares have been increased by 29,875,045 shares. Among them, 15,222,968 were allotted to A shareholders at 0.7 to 10 basis; 14,652,077 shares were allotted to B shareholders at 0.7 to 10 basis as well. The capital shares of the Company was increased up to 456,661,404 shares after completion of this capitalization. In the report term, the Company issued 47.9452 million A shares privately, and raised RMB349.99996 million. Upon completion of this private issue, the capital shares have increased to 504,606,604 shares including 280,639,145 A shares and 223,967,459 B shares. 2. Approval upon the change The common reserve capitalizing plan was approved at the Shareholders’ Annual Meeting 2009. The proposed A share private offering plan was examined and passed at the 6th meeting of the 5th term of Board held on March 26, 2009. The 1st revise was passed at the 9th meeting of the 5th term of Board held on July 30, 2009, and was approved by the 1st provisional shareholders’ meeting 2009 held on August 17, 2009, on which the Board was authorized to handle the issues related to the private offering. The second revise was passed at the 16th meeting of the 5th term of Board held on March 19, 2010. On May 26, 2010, CSRC issued “The approval for the application of China Fangda Group Co., Ltd. for private offering” (证监许可[2010]720).8 3. Change in total capital shares and shareholding structure Change of shareholding status Before the change Changed (+,-) After the change Amount Proportion Issuing of new shares Bonus shares Transferred from reserves Others Sub-total Amount Proportion I. Shares with conditional subscription 65,073 0.02% 47,945,200 4,555 47,949,755 48,014,828 9.52% 1. State-owned shares 2. State-owned legal person shares 3. Other domestic shares 47,945,200 47,945,200 47,945,200 9.50% Incl. Non-government domestic legal person shares 18,200,000 18,200,000 18,200,000 3.61% Domestic natural person shares 29,745,200 29,745,200 29,745,200 5.89% 4. Share held by foreign investors Incl. Shares held by foreign legal persons Foreign natural person shares 5. Management shares 65,073 0.02% 4,555 4,555 69,628 0.01% II. Shares with unconditional subscription 426,721,286 99.98% 29,870,490 29,870,490 456,591,776 90.48% 1. Common shares in RMB 426,721,286 99.98% 29,870,490 29,870,490 456,591,776 90.48% 2. Foreign shares in domestic market 217,405,903 50.94% 15,218,413 15,218,413 232,624,316 46.10% 3. Foreign shares in overseas market 209,315,383 49.04% 14,652,077 14,652,077 223,967,460 44.38% 4. Others III. Total of capital shares 426,786,359 100.00% 47,945,200 29,875,045 77,820,245 504,606,604 100.00% 4. Re-registration of the shares The newly added A shares have been transferred directly to the accounts of A share holders on April 6, 2010, while the newly added B shares have been transferred directly into the accounts of B share holders on April 8, 2010. Registration procedures of the newly offered A shares have been completed with China Securities Depository & Clearing Corporation Ltd. on June 21, 2010.9 5. Shareholding status at the end of report term (as of June 30, 2010, in shares) Total of shareholders 62,303 (including 40,076 A-share holders, and 22,227 B-share holders) Top 10 Shareholders Name of the shareholder Properties of shareholder Share proportion % Total shares Conditional shares Pledged or frozen Shenzhen Banglin Technologies Development Co., Ltd. Domestic non-state-owned legal person 9.09% 45,849,515 0 0 Shenzhen Shilihe Investment Co., Ltd. Domestic non-state-owned legal person 3.98% 20,067,328 0 0 Hong Kong Onforce International Co., Ltd. Overseas legal person 1.98% 10,000,000 0 0 China Construction Bank – Shangtou Morgan Small-middle size stock investment fund Domestic non-state-owned legal person 0.81% 4,096,669 0 N/A Bank of China – Haifutong Stock & Securities Investment Fund Domestic non-state-owned legal person 0.79% 4,009,807 0 N/A China Industrial & Commercial Bank – Galaxy Yintai Financing Investment Fund Domestic non-state-owned legal person 0.59% 2,999,999 0 N/A China Industrial & Commercial Bank – Nuo’an Stock Investment Fund Domestic non-state-owned legal person 0.50% 2,540,955 0 N/A Qian Weimin Domestic natural person 0.48% 2,400,000 0 N/A Cao Yifan Domestic natural person 0.42% 2,113,910 0 N/A NATWEST SECURITIES HONG KONG LIMITED Overseas natural person 0.36% 1,797,000 0 N/A Top 10 holders of unconditional shares Name of the shareholder Unconditional shares Category of shares Shenzhen Banglin Technologies Development Co., Ltd. 45,849,515 RMB common shares Shenzhen Shilihe Investment Co., Ltd. 20,067,328 RMB common shares Hong Kong Onforce International Co., Ltd. 10,000,000 Foreign shares placed in domestic exchange China Construction Bank – Shangtou Morgan Small-middle size stock investment fund 4,096,669 RMB common shares Bank of China – Haifutong Stock & Securities Investment Fund 4,009,807 RMB common shares China Industrial & Commercial Bank – Galaxy Yintai Financing Investment Fund 2,999,999 RMB common shares China Industrial & Commercial Bank – Nuo’an Stock Investment Fund 2,540,955 RMB common shares Qian Weimin 2,400,000 RMB common shares Cao Yifan 2,113,910 Foreign shares placed in domestic exchange NATWEST SECURITIES HONG KONG LIMITED 1,797,000 Foreign shares placed in domestic exchange Notes to relationship or“action in concert”among the top ten shareholders. Among the top 10 shareholders, Banglin and Onforce are parties with action in concert. Banglin and Shilihe are associated. As for the other holders of current shares, the Company has not been informed any situation of related parties or action in concert parties. 6. Influences of the capital share changing on the financial indices of10 the latest year and latest term, such as basic earnings per share and diluted earnings per share, and net asset per share attributable to common shareholders of the Company: For the capital shares have increased from 426,786,359 to 456,661,404 due to implementing of common reserve capitalizing for year 2009, the earnings per share and diluted earnings per share of previous year have decreased from RMB0.071 to RMB0.066. 7. None of the controlling shareholder or substantial dominator of the Company has changed during the report term.11 III. Particulars about the Directors, Supervisors and Senior Executives 1. Changes in Shares Held by Directors, Supervisors and Senior Executives Name Position Shares held at the beginning of term Shares held at the end of term Changed in the report term Cause of change Xiong Jianming Chairman, President 64,156 68,647 4,491 Capitalizing of common Wang reserves Shengguo Director, Vice president 22,608 24,191 1,583 Xiong Jianwei Director 0 0 Zhou Zhigang Director, Secretary of the Board 0 0 Shao Hanqing Independent Director 0 0 Guo Jinlong Independent Director 0 0 Dong Likun Independent Director 0 0 Yu Guoan Host of the Supervisory Committee 0 0 Song Wenqing Supervisor 0 0 Zheng Hua Supervisor 0 0 Yang Xiaozhua n Vice President 0 0 Lin Kebin Vice President, CFO 0 0 The Company has not implemented any share equity motivation scheme, thus none of the directors, supervisors or executives is holding share options or granted shares12 with restriction conditions. 2. No change occurred to the directors, supervisors and senior executives in the current term. 3. The Shareholders’ Annual Meeting 2009 was held in the report term.13 IV. Report of the Board 1. Financial Position: In RMB Items Jan-Jun 2010 Jan-Jun 2009 Movement % Turnover 423,379,762.7 4 369,945,313.8 9 14.44% Sales expense 12,733,055.35 10,902,148.67 16.79% Administrative expense 39,721,901.51 31,629,232.39 25.59% Financial expenses 10,189,597.13 9,764,547.03 4.35% Operation profit 23,172,085.73 25,017,739.00 -7.38% Net profit attributable to the shareholders of the listed company 33,608,581.42 30,076,634.28 11.74% Cash flow generated by business operation, net -39,527,323.0 6 45,029,475.86 -187.78% Net increasing of cash and cash equivalents 288,025,892.8 7 61,512,827.88 368.23% Items June 30, 2010 December 31, 2009 Movement % Gross Assets 1,881,201,955 .11 1,482,814,012 .11 26.87% Owners’ equity to shareholders of the listed company 984,993,051.2 4 623,295,593.5 7 58.03% Major causes of the above movements: (1) The Company has achieved 14.44% of increase in turnover comparing with the same period of last year, which was caused by growth of curtain wall and PSD business by 8.41% and 423.25% respectively. (2) Periodic expense has increased by 6.16%, which was caused by increasing of business volume. (3) Operational profit has decreased by 7.38%, which was because the RMB16,614,079.31 of income from disposal of disposable financial assets by Fangda Decoration in the same period of last year. (4) Net cash flow of business operation has decreased due to great amount of initial capital inputted to new projects. (5) Net cash and cash equivalents have increased significantly, which was caused by private issuing of 47.9452 million A shares and raised capital of RMB349.99996 million.14 2. Business Overview: The Company’s business scope is composed by: development, design, production, installation, technical consulting & training, sales and after-sales service of new building materials, composite materials, metal products, metal structure, environmental protection equipment and materials, security equipment, metallurgic equipment, optical, mechanical and electronic integration products, macromolecule materials and products, fine chemical products, machinery equipment, photo-electric materials and equipment, photo-electric equipment, electronic display equipment, audio/video equipment, traffic facilities, metro platform screen doors, various ventilation equipment and products, plunger equipment, centralized air-conditioning equipment and spares and parts, semiconductor materials and devices, integrated circuit, illumination products and equipment, solar energy products, screen door system for metro, etc. Operation of property management, leasing, and management of parking lots. The high-tech products including energy-saving curtain wall, compound aluminum board, single layer profiled aluminum board, and PSD are the major source of business turnover and net profit of the Company. The distribution of turnover and profit over industries, products, and territories are as the following (RMB0’000) Segments on industries On industry or product Turnover Operation cost Gross profit ratio (%) Increase/decre ase of turnover over the same period of last year (%) Increase/decre ase of operation cost over the same period of last year (%) Increase/decrea se of gross profit ratio over the same period of last year (%) Metal production 32,220.85 25,925.82 19.54% -2.59% -3.73% 0.95% Railroad industry 7,201.57 5,947.25 17.42% 423.25% 399.17% 3.97% Segments on products Glass wall products 25,861.98 20,417.60 21.05% 8.41% -0.73% 7.27% Aluminum products 6,358.87 5,508.22 13.38% -31.31% -13.54% -17.81% Metro screen door products 7,201.57 5,947.25 17.42% 423.25% 399.17% 3.97% Regions Turnover Change of income over last year % Home sales 39,073.33 28.56% Export 1,102.69 -76.39% 3. Business Analysis For the 1st half of 2010, the Company had been seizing the opportunities provided by national policies supporting new energy and environmental protection industries,15 as well as a positive financial environment, exploring its own pathway of development, keep focusing on enhancing the competition in the market. As of the end of the report term, the Company had reserved orders valued to RMB1316.65 million, which was 39.85% over the end of 2009. It provides a solid foundation for the coming period. In the report term, the Company has achieved turnover of RMB423.37 million, a 14.44% of increase on the same period of last year; net profit of RMB33.61 million, a 11.74% of increase, after deducting of non-recurring gain/loss, the net profit has increased by 64.52%. This indicates obvious increasing of profitability. (1) Booming energy saving and environment protection business In the report term, the Company kept focusing on enhancing its energy saving and low-carbon industries, and achieved great increase in orders. This made the Company a more rational industrial strategic layout. Against its advantages in market reputation and technologies, the Company had won in the bidding competition of Shenyang Xingmo’er Shopping Mall, China ASEAN (Liuzhou) Industrial Product Trade Center, Sanya Phoenix Island International Recreation Resort, Shenzhen Jiali Plaza phase II, and Shenzhen Sinolink Dongjun Plaza Sinolink Building, which amounted to some RMB600 million of contract value. As of end of the report term, the Company has reserved the orders of energy-saving curtain wall with contract value of RMB876 million, which was 35.6% of increase over the same in the whole year of 2009. This laid a solid foundation for the rapid development in the coming years. In the first half of year, the net profit from energy-saving curtain wall products has increased by 34.95% over the same period of last year. Basing on “The Energy-saving Standard of Public Constructions”, the Company’s energy-saving curtain wall products will save over 50% of energy consuming comparing with the normal products. (2) PSD projects stepped onto the stage of historical high peak At present, the Company is taking over 20% of the market share in the whole country, and already become the 1st in China and 3rd in the world manufacturer of PSD system. Now the contracted PSD projects are in the busiest stage. Shenyang Metro Line 1, Nanjing Metro Line 1 South, Shenzhen Metro Line 1 extension, Shenzhen Metro Line 2, and Shenzhen Metro Line 4, are in construction and on schedule. In the report term, the Company realized sales of PSD of RMB72.02 million, a 423.25% of increase over the same period of last year. With its obvious leading position, the Company has switched to the fast lane in PSD industry. (3) Semi-conductor lighting industry will be in a new stage To further improve the industry chain of LED lighting production and expand productivity to satisfy the market demand, the Company has been pushing the construction of Shenyang Fangda Semi-conductor Lighting Co., Ltd. Moving of Shenzhen LED production base to Shenyang has been started. Shenyang Fangda is expected to start production in the 2nd half of this year. It will become the new platform for the Company’s development in LED industry. (4) Successful private offering of new A shares The Company’s development capability in energy-saving curtain wall and PSD was enhanced continuously, which lead to great increasing of orders and market share.16 However the conflict between productivity and increasing orders was becoming more severe. To solve the problem, the Company successfully issued 47.9452 million A shares to particular subscribers privately and raised RMB349.99996 million of proceed, which will be used to enlarge the productivities of energy-saving curtain wall and PSD. (5) Technical upgrading and productivity expanding of energy-saving material base To satisfy the increasing demand, Fangda New Material – the fully-owned subsidiary of the Company, started to expand its productivity and improve the production environment since later 2009. The reconstruction projects have been completed up to present. In the process, the Company purchased and installed the most advanced aluminum board processing equipment and reconstructed the processing center. This has greatly improved the productivity and technologies of aluminum board production. (6) In the report term, the Company was awarded the “Top 100 Leading Enterprises of Shenzhen” once again. Fangda Decoration Co., Ltd. was certified as “National High-tech Enterprises”. Up to then, all of the five subsidiaries of the Company were certified as “National High-tech Enterprises”. Nano Self-clean Fluorocarbon Aluminum Panel, Fluorocarbon Coated Aluminum Panel, and Aluminum-Plastic Compound Clad Plate – products of Fangda New Material, have passed the tests for certification of green construction material; Hubei Oncology Hospital Building – the construction project Fangda New Material participated by providing internal and external wall materials, has won the Luban Award – the highest award of construction industry.17 4. Investment in the report term (1) Use of raised capital The Company placed A shares privately in the report term and raised RMB349.99996 million, after deducting of RMB14,614,888.27 (covering promotion fee, sponsoring fee, attorney fee, capital verification fee, registration fee, information disclosing fee, and traveling expenses), the actual proceed was RMB335,385,071.73. The net amount of proceed has been saved into the special account on June 25, 2010, and not used yet in the report term. All of the capital raised previously have been used out before the end of 2000. Total of proceeds 33,538.51 Total of proceeds changed to other use in Total of proceeds in the report term 0.00 the report term 0.00 Accumulated proceeds changed to other use 0.00 % of accumulated proceeds changed to Total of proceeds invested 0.00 other use 0.00% Project set by the prospectus Changed for other use (including partially changed) Total of proceeds to be invested as proposed Adjusted total amount of investment Amount to be invested to the end of report term as proposed (1) Invested in the report term Accumulated investment at end of report term (2) Difference between the proposed and actual accumulated investment at end of report term (3)=(2)-(1) Investment progress at end of report term (%) (4)=(2)/(1) Date when the project become useable as proposed Gains realized in the report term Gains as expected? Major change in feasibility? Energy-saving curtain wall and PV curtain wall production expanding project No 21,000.00 21,000.00 0.00 0.00 0.00 0.00 0.00% 0.00 No No Expanding of PSD project No 12,538.51 12,538.51 0.00 0.00 0.00 0.00 0.00% 0.00 No No18 Total - 33,538.51 33,538.51 0.00 0.00 0.00 0.00 - - 0.00 - - Reason or situation that not on schedule (on specific project) None Statement on major change in feasibility None Change of Not applicable Adjustment on Not applicable Pre-investment Not applicable Idle proceed used Not applicable Surplus of Not applicable Application plan of retained fund from financing Will be used in production expanding of energy-saving curtain wall and PSD project. Problem or situation in using of proceeds and disclosing None19 (2) Use of non-raised capital The Company invested to setup Shenyang Fangda Semi-conductor Lighting Co., Ltd. together with Shenyang Hunnan New Zone State-owned Asset Co., Ltd. The first stage of construction works has basically completed. 5. Calculation and measuring of major assets, liabilities, income, and expenses on fair value basis The Company accounts future contracts, investment properties, and disposable financial assets on fair value basis. Future contracts are the aluminum billet future contracts held by Fangda New Material and Fangda Decoration, which are determined for fair value against the closing rate at end of the report term. Investment properties were calculated on the results provided by professional appraisal institutes. Disposable financial assets are the 700 thousand ST Magnetic Card shares held by the Company which were released from selling restriction on March 3, 2010. Their fair value is decided by the closing rate at end of report term. 6. Business profitability prediction for the report year The Company made no profitability prediction in the previous periodic reports regarding the performance of the report term.20 V. Significant Events 1. Company Administration According to the Company Law, Securities Law, Shenzhen Stock Exchange Share Listing Rules, Enterprise Accounting System and Enterprise Accounting Standard, the Company has produced the Shareholders’ Meeting Criteria, Working Regulations of the Board of Directors, Supervisory Committee Meeting Criteria, President Work Criteria, Independent Director Working Criteria, Internal Control Criteria, Information Disclosure Criteria, Proceed Administration Regulations, Accounting Criteria, Internal Auditing Criteria, Manpower Management Regulations, Legal Affair Administration Rules, and Purchase Regulations. These have composed a mature and effective internal control system covering all aspects of the business operation including investment decision-making, related transactions, financial management, R&D management, HRM, executive management, purchase management, production and sales management and information disclosure. All of them have been implemented smoothly and there isn’t any major defect or fraudulent practices in executing of the internal control system. The internal control system was designed under principles of scientific, rational, and standardization, and with reference to the Company’s practical business operations. According to the requirement of 深证局发〔2010〕109 号issued by Shenzhen Securities Regulatory Bureau, the Company produced the “Special Working Plan for Fundamental Accounting Works” on April 14, 2010, and was approved at the 11th meeting of the Auditing Committee of the Board. Self-verification works have been carried out according to the plan and the “Self-verification Report” was produced. The report was approved at the 18th meeting of the 5th term of Board held on May 28, 2010. 2. Execution of profit distribution and capitalizing of common reserves in the report term No profit distribution was implemented in the report term. The common reserve capitalizing plan of 2009 was: base on the total capital shares of 426,786,359 at end of 2009, capitalizing of common reserves will be 0.7 share upon each 10 shares to the entire shareholders. Totally 29,875,045 shares were to capitalized. The total of capital shares will increase from 426,786,359 up to 456,661,404 shares. The newly added A shares have been transferred directly to the accounts of A share holders on April 6, 2010, while the newly added B shares have been transferred directly into the accounts of B share holders on April 8, 2010.21 The Company conducted no share equity promotion scheme in the report term. No cash dividend plan made in the report term. 3. The Company has not involved in any material lawsuit or arbitration in the report period. 4. Investment in the report term, including holding of shares of other listed companies, commercial banks, securities companies, insurance companies, trust companies, future companies, and companies which is planning to place shares publicly.22 In RMB Stock Code Stock ID Initial investment Share portion Book value at the end of term Gain/loss of the report term Change of owners’ equity in the report term Accounting subject Source of shares 600800 ST Magnetic Card 4,850,000.00 0.11% 3,150,000.00 0.00 -325,200.55 Disposable financial asset Debt paid in kind Total 4,850,000.00 - 3,150,000.00 0.00 -325,200.55 - - 5. The Company trade no other listed company’s shares in the report. 6. Acquisition / selling of asset, intake, or merger event occurred during the report term. (1) The Company acquired no assets in the report term. (2) No disposal of assets in the report term. 7. No significant related transactions occurred during the report term. 8. Particulars about material contracts and their fulfilling (1) The Company has never been involved in such events as keeping as custodian, contracted or leased any other company’s assets and vice versa in the report period or extended from the previous years. (2) Particulars about material contracts and their fulfilling a. Hangzhou City Xinyu Building No. 2, 3, 5, 6 energy saving glass curtain wall project was obtained at the end of December 2007 with contract value of RMB163.70 million. It was started in May 2008. The whole contract amount was increased up to RMB174.2864 million in June 2009 Block 5 and 6 have been finished and accepted, where 2 and 3 are basically finished. b. The curtain wall project of block 3# and 4# of Sanya Phoenix Island Recreation Resort is contracted with RMB72.540231 million, which is on schedule according to the contract. c. Shenyang Xinmo’er Shopping Mall was contracted with RMB139.90 million, and Dalian Wanda Center was contracted with RMB58.971009 million, both of them are on schedule.23 d. Shenzhen Jiali Plaza phase II is contracted with RMB105.08 million, and is on schedule according to the contract. e. Shenzhen Metro Line 1 PSD system is contracted with RMB79.8586 million, which is on schedule as the contract. f. Shenzhen Metro Line 2 PSD system is contracted with RMB169.256 million, which is on schedule. g. Nanjing Metro PSD is contracted with RMB59.52 million, which is on schedule as contracted. h. Wuhan Railway Line 2 phase I PSD system is contracted with RMB80.8598 million, and is on schedule according to the contract. (3) No major cash asset was consigned to under administration of others in the report term. 9. Special statement and independent opinions of the independent directors regarding adoption of capital by related parties and providing of external guarantee. According to the document issued by CSRC and State-owned Asset Commission (Zheng-Jian-Fa[2003]56), under the principle of practical and realistic, the we performed cautious inspection on the adoption of capital by related parties and providing of external guarantee, we deem: (1) The Company has established a healthy financial system to prevent adoption of capital by the holding shareholder and its related parties and unfair related transactions. The Company hasn’t paid any wages, welfares, insurances, or commercial expenses on behalf of the holding shareholder or its associated parties. The Company conducted no operational capital transaction with any of the holding shareholder or its associated parties. (2) The Company has been controlling the external guarantees strictly. In the report term, the Company hasn’t provided any guarantee to the holding shareholder or other related parties, any no-incorporated parties or individuals. None of the holding shareholder or its related parties has forced the Company to provide guarantee to any other parties. All of the guarantees were provided to the Company’s subsidiaries following statutory examination procedures. As of June 30, 2010, guarantees provided by the Company were as the followings:24 In RMB0’000 External Guarantee (Exclude controlled subsidiaries) Guarantee provided to Date and Ref. of the announcement about the guarantee Amount of the guarantee Actual date of occurring (signing date of agreements Actual amount of guarantee Type of guarantee Term Completed or not Related party or not Total of external guarantee approved in the report term (A1) 0.00 Total of external guarantee actually occurred in the report term (A2) 0.00 Total of external guarantee approved as of end of report term (A3) 0.00 Total of external guarantee actually occurred as of end of report term (A4) 0.00 Guarantee provided to controlled subsidiaries Guarantee provided to Date and Ref. of the announcement about the guarantee Amount of the guarantee Actual date of occurring (signing date of agreements Actual amount of guarantee Type of guarantee Term Completed or not Related party or not Fangda Decoration No. 2101-06 on Feb 12 2010 20,000.00 Mar 18 2010 15,086.86 joint liability 2 yrs upon expiration of the main contract No No Fangda Decoration No. 2101-06 on Feb 12 2010 7,000.00 Mar 18 2010 1,164.23 joint liability 2 yrs upon expiration of the main contract No No Fangda Decoration No. 2101-06 on Feb 12 2010 5,000.00 Feb 23, 2010 5,000.00 joint liability 2 yrs upon expiration of the main contract No No Fangda Automatic No. 2101-06 on Feb 12 2010 25,000.00 Apr 15 2010 11,017.81 joint liability 2 yrs upon expiration of the main contract No No Fangda Automatic No. 2101-06 on Feb 12 2010 6,000.00 April 20, 2010 2,091.54 joint liability 2 yrs upon expiration of the main contract No No Fangda New Material No. 2101-06 on Feb 12 2010 5,000.00 Jun 13, 2010 1,600.00 joint liability 2 yrs upon expiration of the main contract No No Total of guarantee to subsidiaries approved in the report term (B1) 88,800.00 Total of guarantee to subsidiaries actually occurred in the report term (B2) 7,888.63 Total of guarantee to subsidiaries approved as of the report term (B3) 88,800.00 Total of balance of guarantee actually provided to the subsidiaries as of end of report term (B4) 47,059.72 Total of guarantee provided by the Company (i.e. total of the above two items) Total of guarantee approved in the report term (A1+B1) 88,800.00 Total of guarantee occurred in the report term (A2+B2) 7,888.63 Total of guarantee approved as of end of report term (A3+B3) 88,800.00 Total of guarantee occurred as of the end of report term 47,059.72 Percentage of the total guarantee occurred (A4+B4) on net asset of the Company 47.78% In which: Guarantees provided to the shareholders, substantial controllers and the related parties (C) 0.00 Guarantee provided directly or indirectly to objects with over 70% of liability on asset ratio (D) 21,291.08 Amount of guarantee over 50% of the net asset (E) 0.00 Total of the above 3 * (C+D+E) 21,291.08 Statement on the possible joint liabilities on the guarantees not due yet None25 10. In the report term, no commitment issues made by the Company or shareholders with over 5% of shares which have significant influence on the Company’s business performance or financial status. No additional commitment on shares with selling restrictions by shareholders with over 5% of the Company’s shares. 11. In the report term, none of the shareholders with over 30% of shares proposed or implemented share increasing action. 12. No compensations on the gains from commitment of related parties about the Company’s share relocating scheme or major capital relocation scheme in the report term. 13. The Financial Report carried in this Interim Report was not audited by CPAs. The Company didn’t replaced the CPAs in the report term.26 14. In the report term, none of the directors, supervisors, executives, shareholders, substantial dominators, buyer of the Company was investigated by relative departments, executed by legal & discipline departments, delivered to legal departments, appeared for crime, investigated or punished by China Securities Regulatory Commission, restricted to security market, criticized publicly, regarded as improper person, punished by other executive departments, or publicly condemned by the Stock Exchange. 15. The Company accepted no onsite investigation, telephone or written inquiry in the report term. 16. The followings are the regular and provisional announcements and reports published in the report term: No. Content Date of publishing Press media Page No. 2010-01 Resolutions of the 13th Meeting of the 5th Term of Board 2010.1.19 China Securities Journal C08 Securities Times D2 Shanghai Securities Daily B25 Hong Kong Commercial Daily (English) A6 2010-02 Announcement on change of stock ID 2010.1.22 China Securities Journal B04 Securities Times D9 Shanghai Securities Daily B16 Hong Kong Commercial Daily (English) A7 2010-03 Announcement of Business Growth 2010.1.26 China Securities Journal D012 Securities Times B12 Shanghai Securities Daily B24 Hong Kong Commercial Daily (English) A8 2010-04 Announcement on Delayed Annual Report of 2009 2010.2.11 China Securities Journal D004 Securities Times D24 Shanghai Securities Daily B16 Hong Kong Commercial Daily (English) A16 2010-05 Resolutions of the 14th Meeting of the 5th Term of Board 2010.2.12 China Securities Journal D012 Securities Times D32 Shanghai Securities Daily 38 Hong Kong Commercial Daily (English) A19 2010-06 Announcement on 2010.2.12 China Securities Journal D01227 guarantees provided to or by the subsidiaries Securities Times D32 Shanghai Securities Daily 38 Hong Kong Commercial Daily (English) A19 2010-07 Resolutions of the 15th Meeting of the 5th Term of Board 2010.2.27 China Securities Journal C015,C016 Securities Times B20 Shanghai Securities Daily 25 Hong Kong Commercial Daily (English) A8 2010-08 Announcement of Resolutions of the 8th Meeting of the 5th Term of Supervisory Committee 2010.2.27 China Securities Journal C016 Securities Times B20 Shanghai Securities Daily 25 Hong Kong Commercial Daily (English) A8 2010-09 Notice for the Shareholders’ Annual Meeting 2009 2010.2.27 China Securities Journal C016 Securities Times B20 Shanghai Securities Daily 25 Hong Kong Commercial Daily (English) A8 2010-10 Annual Report 2009 (Summary) 2010.2.27 China Securities Journal C016 Securities Times B19、B20 Shanghai Securities Daily 25、26 Hong Kong Commercial Daily (English) A7,A8 2010-11 Announcement about the fully-owned subsidiary was awarded high-tech enterprise 2010.3.5 China Securities Journal B01 Securities Times B10 Shanghai Securities Daily B41 Hong Kong Commercial Daily (English) A27 2010-12 Resolutions of the 16th Meeting of the 5th Term of Board 2010.3.20 China Securities Journal C008 Securities Times B52 Shanghai Securities Daily 56 Hong Kong Commercial Daily (English) A8 2010-13 The Resolutions of Shareholders’ General Meeting 2009 2010.3.23 Securities Times D36 Shanghai Securities Daily B86 Hong Kong Commercial Daily (English) A9 China Securities Journal D009 2010-14 Announcement of capitalizing of capital reserves 2010.3.30 Securities Times B8 Shanghai Securities Daily B216 Hong Kong Commercial Daily (English) A5 China Securities Journal A28 2010-15 Announcement on Adjusting of the Limit of Amount and Base Price of the Private Placing of A Shares in 2009 2010.4.6 Securities Times B10 Shanghai Securities Daily 28 Hong Kong Commercial Daily (English) A14 China Securities Journal C004 2010-16 Announcement on engaging of contract by Fangda Decoration 2010.4.13 Securities Times A16 Shanghai Securities Daily B59 Hong Kong Commercial Daily (English) A6 China Securities Journal D044 2010-17 Public Notice on Irregular Vibration of Stock Price 2010.4.22 Securities Times A12 Shanghai Securities Daily B134 Hong Kong Commercial Daily (English) A8 China Securities Journal D004 2010-18 The 1st quarterly report 2010 2010.4.24 Securities Times B33 Shanghai Securities Daily 89 Hong Kong Commercial Daily (English) A7 China Securities Journal C020 2010-19 Announcement on Suspending of Stock Trade for Filing of Private Placing to China Securities Regulatory Commission 2010.4.24 Securities Times B33 Shanghai Securities Daily 89 Hong Kong Commercial Daily (English) A7 China Securities Journal C020 2010-20 Announcement on engaging of contract by Fangda Decoration 2010.4.24 Securities Times B33 Shanghai Securities Daily 89 Hong Kong Commercial Daily (English) A7 China Securities Journal C020 2010-21 Announcement of 2010.4.27 Securities Times D828 Approval of New A-Share Placing Shanghai Securities Daily B136 Hong Kong Commercial Daily (English) A9 China Securities Journal D108 2010-22 Announcement on engaging of contract by Fangda Decoration 2010.5.19 Securities Times D14 Shanghai Securities Daily B24 Hong Kong Commercial Daily (English) A7 China Securities Journal B017 2010-23 Announcement of Approval of New A-Share Placing 2010.5.29 Securities Times B9 Shanghai Securities Daily 28 Hong Kong Commercial Daily (English) A15 China Securities Journal B009 All of the above announcements are available in the website assigned by China Securities Regulatory Commission: www.cninfo.com.cn VI. Financial Report (Not Audited) 1. Financial Statements (Not audited, enclosed) 2. Notes to Financial Statements (enclosed) VII. Document Ready for Inquiring29 1. Semi-annual Report carried with personal signature and seal of the Chairman of the Board; 2. Accounting Statements with signatures and seals of the legal representative and financial principal and chief of accounting department; 3. Originals of all documents and manuscripts of Public Notices of the Company disclosed in public in the newspapers as designated by China Securities Regulatory Commission. 4. The Article of Association of the Company adopted by the latest Shareholders’ General Meeting. Legal representative: Xiong Jianming The Board of Directors of China Fangda Group Co., Ltd. August 17, 201030 Balance Sheet Prepared by: China Fangda Group Co., Ltd. June 30th 2010 in RMB yuan Items Balance at the end of term Balance at the beginning of year Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 523,519,163.98 349,594,745.51 225,638,874.09 42,274,488.50 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 8,070,000.00 620,000.00 Account receivable 357,101,578.77 7,451,835.71 333,653,242.73 10,360,034.57 Prepayment 36,209,525.12 701,288.42 14,855,691.29 142,638.53 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 360,525.00 Dividend receivable 36,684,034.95 68,300,000.00 Other account receivable 70,078,325.63 129,111,756.41 34,909,899.09 254,201,660.72 Repurchasing of financial assets Inventories 229,991,139.43 198,970,648.46 Non-current asset due in 1 year Other current asset 3,315,075.00 Total of current asset 1,224,969,732.93 523,543,661.00 812,323,955.66 375,278,822.32 Non-current assets Loans and payment on other’s behalf disbursed Sellable financial asset 3,150,000.00 3,150,000.00 7,520,445.42 3,496,410.96 Expired investment in possess Long-term receivable Long-term share equity investment 2,997,216.45 327,121,953.02 2,997,216.45 327,121,953.02 Investment properties 266,051,135.12 257,499,735.12 259,497,678.80 251,001,478.80 Fixed assets 233,736,037.79 55,249,492.19 259,250,051.32 56,120,248.80 Construction in process 30,610,742.11 294,639.00 18,327,957.02 Engineering goods Fixed asset disposal 868.59 455,423.65 Production physical assets Gas & petrol Intangible assets 73,727,303.53 10,027,409.94 78,469,313.92 10,270,993.34 R&D expense 1,932,314.17 1,185,899.73 Goodwill 8,197,817.29 8,197,817.29 Long-term amortizable expenses Differed income tax asset 35,828,787.13 18,931,696.57 34,588,252.85 18,497,571.25 Other non-current asset Total of non-current assets 656,232,222.18 672,274,925.84 670,490,056.45 666,508,656.17 Total of assets 1,881,201,955.11 1,195,818,586.84 1,482,814,012.11 1,041,787,478.49 Current liabilities Short-term loans 380,000,000.00 210,000,000.00 370,000,000.00 210,000,000.00 Loan from Central Bank Deposit received and hold for31 others Call loan received Trade off financial liabilities Notes payable 40,340,505.65 24,166,495.62 Account payable 224,234,762.07 1,905,140.36 200,145,847.34 7,653,666.23 Prepayment received 77,498,633.15 693,045.60 82,972,481.39 771,848.60 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 4,384,143.46 1,482.00 4,583,925.93 10,251.76 Tax payable 23,697,138.07 1,196,786.72 30,026,775.63 1,156,239.74 Interest payable 498,637.50 275,262.50 557,551.25 323,688.75 Dividend payable Other account payable 25,251,443.97 9,438,732.25 29,077,737.90 194,524,051.83 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability 1,648,500.00 Total of current liability 777,553,763.87 223,510,449.43 741,530,815.06 414,439,746.91 Non-current liabilities Long-term borrowings Bond payable Long-term payable Special payable Contingent liabilities Differed income tax liability 25,649,790.27 25,249,508.88 22,622,907.36 21,285,505.98 Other non-recurring liabilities 5,200,000.00 4,250,000.00 Total of non-current liabilities 30,849,790.27 25,249,508.88 26,872,907.36 21,285,505.98 Total of liability 808,403,554.14 248,759,958.31 768,403,722.42 435,725,252.89 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 504,606,604.00 504,606,604.00 426,786,359.00 426,786,359.00 Capital reserves 330,891,119.92 292,921,839.54 80,622,488.67 35,682,213.36 Less: Shares in stock Special reserves Surplus reserves 13,360,180.84 13,360,180.84 13,360,180.84 13,360,180.84 Common risk provision Retained profit 136,135,146.48 136,170,004.15 102,526,565.06 130,233,472.40 Different of foreign currency translation Total of owner’s equity belong to the parent company 984,993,051.24 947,058,628.53 623,295,593.57 606,062,225.60 Minor shareholders’ equity 87,805,349.73 91,114,696.12 Total of owners’ equity 1,072,798,400.97 947,058,628.53 714,410,289.69 606,062,225.60 Total of liabilities and owners’ equity 1,881,201,955.11 1,195,818,586.84 1,482,814,012.11 1,041,787,478.4932 Income Statement Prepared by: China Fangda Group Co., Ltd. Jan-Jun 2010 RMB Yuan Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Total revenue 423,379,762.74 18,558,245.60 369,945,313.89 17,409,790.44 Incl. Business income 423,379,762.74 18,558,245.60 369,945,313.89 17,409,790.44 Interest income Insurance fee earned Fee and commission received II. Total business cost 409,935,200.30 18,620,458.50 365,365,584.81 17,270,468.30 Incl. Business cost 339,167,650.59 4,777,841.15 299,542,925.11 4,470,349.48 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 7,268,385.20 736,359.67 9,767,330.95 664,694.71 Sales expense 12,733,055.35 604,810.28 10,902,148.67 591,616.45 Administrative expense 39,721,901.51 9,680,484.63 31,629,232.39 8,874,149.42 Financial expenses 10,189,597.13 3,061,119.80 9,764,547.03 2,560,492.78 Asset impairment loss 854,610.52 -240,157.03 3,759,400.66 109,165.46 Plus: Gains from change of fair value (“-“ for loss) 6,553,456.32 6,498,256.32 3,515,396.52 2,249,337.72 Investment gain (“-“ for loss) 3,174,066.97 16,922,613.40 Incl. Investment gains from affiliates Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 23,172,085.73 6,436,043.42 25,017,739.00 2,388,659.86 Plus: Non business income 14,744,047.55 3,452,536.32 1,416,575.88 437,535.27 Less: Non-business expenses 1,130,612.42 400,960.00 284,135.30 1,826.51 Incl. Loss from disposal of non-current assets IV. Gross profit (“-“ for loss) 36,785,520.86 9,487,619.74 26,150,179.58 2,824,368.62 Less: Income tax expenses 6,486,285.83 3,551,087.99 -892,969.03 V. Net profit (“-“ for net loss) 30,299,235.03 5,936,531.75 27,043,148.61 2,824,368.62 Net profit attributable to the owners of parent company 33,608,581.42 5,936,531.75 30,076,634.28 2,824,368.62 Minor shareholders’ equity -3,309,346.39 -3,033,485.67 VI. Earnings per share: (I) Basic earnings per share 0.074 0.066 (II) Diluted earnings per share 0.074 0.066 VII. Other misc. incomes -7,296,195.48 -325,200.55 -4,586,987.89 984,125.20 VIII. Total of misc. incomes 23,003,039.55 5,611,331.20 22,456,160.72 3,808,493.82 Total of misc. incomes attributable to the owners of the parent company 26,312,385.94 5,611,331.20 25,489,646.39 3,808,493.82 Total misc. gains attributable to the minor shareholders -3,309,346.39 -3,033,485.6733 Cash Flow Statement Prepared by: China Fangda Group Co., Ltd. Jan-Jun 2010 RMB Yuan Items Amount of the Current Term Amount of the Previous Term Consolidated Parent company Consolidated Parent company I. Net cash flow from business operation Cash received from sales of products and providing of services 392,653,009.60 16,630,116.26 406,547,823.93 26,234,711.17 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 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 239,302.17 186,253.97 Other cash received from business operation 39,549,834.46 5,304,349.62 36,241,231.56 1,272,565.74 Sub-total of cash inflow from business activities 432,442,146.23 21,934,465.88 442,975,309.46 27,507,276.91 Cash paid for purchasing of merchandise and services 346,365,488.62 6,267,741.94 315,924,312.50 6,323,133.66 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 32,596,329.65 2,943,955.51 26,817,645.66 2,538,136.69 Taxes paid 34,980,004.22 2,108,963.92 16,837,906.20 2,875,912.65 Other cash paid for business activities 58,027,646.80 8,989,344.74 38,365,969.24 3,787,931.62 Sub-total of cash outflow from business activities 471,969,469.29 20,310,006.11 397,945,833.60 15,525,114.62 Cash flow generated by business operation, net -39,527,323.06 1,624,459.77 45,029,475.86 11,982,162.29 II. Cash flow generated by investing Cash received from investment retrieving 854,089.54 11,678,754.96 Cash received as investment gains 3,176,516.97 31,615,965.05 17,712,589.83 Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 2,372,184.95 1,220.00 1,220.00 Net cash received from disposal of34 subsidiaries or other operational units Other investment-related cash received 184,000.00 Sub-total of cash inflow due to investment activities 6,402,791.46 31,615,965.05 29,576,564.79 1,220.00 Cash paid for construction of fixed assets, intangible assets and other long-term assets 17,353,594.62 1,125,645.91 2,756,502.32 170,098.50 Cash paid as investment 4,916,722.80 Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 17,353,594.62 1,125,645.91 7,673,225.12 170,098.50 Net cash flow generated by investment -10,950,803.16 30,490,319.14 21,903,339.67 -168,878.50 III. Cash flow generated by financing Cash received as investment 340,499,960.00 340,499,960.00 50,000,000.00 Incl. Cash received as investment from minor shareholders Cash received as loans 276,000,000.00 152,821,754.51 508,535,659.25 275,765,541.22 Cash received from bond placing Other financing-related cash received 3,765.25 Subtotal of cash inflow from financing activities 616,503,725.25 493,321,714.51 558,535,659.25 275,765,541.22 Cash to repay debts 266,000,000.00 210,000,000.00 457,198,471.49 229,000,000.00 Cash paid as dividend, profit, or interests 9,008,860.25 5,156,671.25 10,843,491.21 6,130,606.65 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 2,978,629.66 2,978,629.66 95,901,563.87 40,015,000.00 Subtotal of cash outflow due to financing activities 277,987,489.91 218,135,300.91 563,943,526.57 275,145,606.65 Net cash flow generated by financing 338,516,235.34 275,186,413.60 -5,407,867.32 619,934.57 IV. Influence of exchange rate alternation on cash and cash equivalents -12,216.25 2.70 -12,120.33 -795.83 V. Net increase of cash and cash equivalents 288,025,892.87 307,301,195.21 61,512,827.88 12,432,422.53 Plus: Balance of cash and cash equivalents at the beginning of term 210,823,550.83 42,024,488.50 112,333,106.38 3,452,206.23 VI. Balance of cash and cash equivalents at the end of term 498,849,443.70 349,325,683.71 173,845,934.26 15,884,628.76351 Consolidated Statement of Change in Owners’ Equity Prepared by: China Fangda Group Co., Ltd. Interim 2010 RMB Yuan Items Amount of the Current Term Amount of Last Year Owners’ Equity Attributable to the Parent Company Minor sharehol ders’ equity Total of owners’ equity Owners’ Equity Attributable to the Parent Company Minor sharehol ders’ equity Total of owners’ equity Capital paid in (or share capital) Capital reserves Less: Shares in stock Special reserves Surplus reserves Common risk provision Retained profit Others Capital paid in (or share capital) Capital reserves Less: Shares in stock Special reserves Surplus reserves Common risk provision Retained profit Others I. Balance at the end of last year 426,786,359.0 0 80,622,488.67 13,360,180.84 102,526,5 65.06 91,114,69 6.12 714,410,2 89.69 426,786,3 59.00 61,095,30 8.51 0.00 6,388,697. 44 65,445,53 7.00 67,604,29 5.45 627,320,1 97.40 Plus: Change of accounting policy 0.00 Correcting of previous errors 0.00 Others II. Balance at the beginning of current year 426,786,359.0 0 80,622,488.67 13,360,180.84 102,526,5 65.06 91,114,69 6.12 714,410,2 89.69 426,786,3 59.00 61,095,30 8.51 0.00 6,388,697. 44 0.00 65,445,53 7.00 67,604,29 5.45 627,320,1 97.40 III. Changed in the current year (“-“ for decrease) 77,820,245.00 250,268,631.25 33,608,58 1.42 -3,309,346 .39 358,388,1 11.28 0.00 14,787,01 2.11 0.00 0.00 0.00 30,076,63 4.28 27,592,51 4.33 72,456,16 0.72 (I) Net profit 33,608,58 1.42 -3,309,346 .39 30,299,23 5.03 30,076,63 4.28 -3,033,485 .67 27,043,14 8.61 (II) Other misc. income -7,296,195.48 -7,296,195 .48 -4,586,987 .89 -4,586,987 .89 Total of (I) and (II) -7,296,195.48 33,608,58 1.42 -3,309,346 .39 23,003,03 9.55 0.00 -4,586,987 .89 0.00 0.00 0.00 30,076,63 4.28 -3,033,485 .67 22,456,16 0.72 (III) Investment or decreasing of capital by owners 47,945,200.00 287,439,871.73 335,385,0 71.73 19,374,00 0.00 30,626,00 0.00 50,000,00 0.00 1. Capital inputted by owners 47,945,200.00 287,439,871.73 335,385,0 71.73 19,374,00 0.00 30,626,00 0.00 50,000,00 0.00 2. Amount of shares paid and accounted as owners’ equity 0.00 3. Others 0.00 (IV) Profit allotment 0.00 1. Providing of surplus reserves 0.00 2. Common risk provision 0.00 3. Allotment to the owners (or shareholders) 0.00 4. Others 0.00 (V) Internal transferring of owners’ equity 29,875,045.00 -29,875,045.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capitalizing of capital reserves (or to capital shares) 29,875,045.00 -29,875,045.00 0.00 2. Capitalizing of surplus reserves (or to capital shares) 0.00 3. Making up losses by surplus reserves 0.00 4. Others 0.00 0.00 (VI) Special reserves 1. Provided this year2 2. Used this term IV. Balance at the end of this term 504,606,604 .00 330,891,119.9 2 13,360,180. 84 136,135, 146.48 87,805,3 49.73 1,072,79 8,400.97 426,786, 359.00 75,882,3 20.62 0.00 6,388,69 7.44 0.00 95,522,1 71.28 95,196,8 09.78 699,776, 358.123 Change in Owners’ Equity (Parent Co.) Prepared by: China Fangda Group Co., Ltd. Interim 2010 RMB Yuan Items Amount of the Current Term Amount of Last Year Capital paid in (or share capital) Capital reserves Less: Shares in stock Special reserves Surplus reserves Common risk provision Retained profit Total of owners’ equity Capital paid in (or share capital) Capital reserves Less: Shares in stock Special reserves Surplus reserves Common risk provision Retained profit Total of owners’ equity I. Balance at the end of last year 426,786,35 9.00 35,682,213. 36 13,360,180. 84 130,233,47 2.40 606,062,22 5.60 426,786,35 9.00 33,267,012. 81 0.00 6,388,697.4 4 67,490,121. 80 533,932,19 1.05 Plus: Change of accounting policy 0.00 Correcting of previous errors 0.00 Others 0.00 II. Balance at the beginning of current year 426,786,35 9.00 35,682,213. 36 13,360,180. 84 130,233,47 2.40 606,062,22 5.60 426,786,35 9.00 33,267,012. 81 0.00 6,388,697.4 4 67,490,121. 80 533,932,19 1.05 III. Changed in the current year (“-“ for decrease) 77,820,245. 00 257,239,62 6.18 5,936,531.7 5 340,996,40 2.93 0.00 984,125.20 0.00 0.00 2,824,368.6 2 3,808,493.8 2 (I) Net profit 5,936,531.7 5 5,936,531.7 5 2,824,368.6 2 2,824,368.6 2 (II) Other misc. income -325,200.5 5 -325,200.5 5 984,125.20 984,125.20 Total of (I) and (II) -325,200.5 5 5,936,531.7 5 5,611,331.2 0 0.00 984,125.20 0.00 0.00 2,824,368.6 2 3,808,493.8 2 (III) Investment or decreasing of capital by owners 47,945,200. 00 287,439,87 1.73 335,385,07 1.73 0.00 1. Capital inputted by owners 47,945,200. 00 287,439,87 1.73 335,385,07 1.73 0.00 2. Amount of shares paid and accounted as owners’ equity 0.00 3. Others 0.00 (IV) Profit allotment 0.00 1. Providing of surplus reserves 0.00 2. Common risk provision 3. Allotment to the owners (or shareholders) 0.00 4. Others 0.00 (V) Internal transferring of owners’ equity 29,875,045. 00 -29,875,04 5.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Capitalizing of capital reserves (or to capital shares) 29,875,045. 00 -29,875,04 5.00 0.00 2. Capitalizing of surplus reserves (or to capital shares) 0.00 3. Making up losses by surplus reserves 0.00 4. Others 0.00 0.00 (VI) Special reserves 1. Provided this year 2. Used this term IV. Balance at the end of this term 504,606,60 4.00 292,921,83 9.54 13,360,180. 84 136,170,00 4.15 947,058,62 8.53 426,786,35 9.00 34,251,138. 01 0.00 6,388,697.4 4 70,314,490. 42 537,740,68 4.874 China Fangda Group Co., Ltd. Notes to Financial Statements Jan-Jun 2010 P r e p a r e d b y : C h i n a F a n g d a G r o u p C o . , L t d . I n R M B Yu a n 一、General Information China Fangda Group Co., Ltd. (the Company) was approved by the Government of Shenzhen with Document 深府办函(1995)194 号, and was founded, on the basis of Shenzhen Fangda Construction Material Co., Ltd., by way of share issuing in October 1995. The Company issued foreign currency shares (B shares) and local currency shares (A shares) and listed in November 1995 and April 1996 respectively in Shenzhen Stock Exchange. On June 12, 1997, as approved by Shenzhen Bureau of Commerce with Document 深招商复[1997]0192 号, the Company was re-registered to a sino-foreign joint venture. Registration routines were completed with Shenzhen Commerce and Industry Administration on November 12, 1997. In October 1999, the Company started to use the current name. Business registration number: 440301501124785. On May 27, the Company was approved by China Securities Regulatory Commission (document 证监许可[2010]720 号) to issue up to 100 million new shares privately. On June 12, 2010, the Company issued 47.9452 million shares at RMB7.30 each and raised RMB349.99996 million of capital. On June 24, 2010, as approved by Shenzhen Bureau of Trade and Industry (document 深贸工资复[2010]1680 号), the Company increased its registered capital from RMB456.661404 million to RMB504.606604 million. The registration procedures were completed on June 30, and the total share capital of the Company has become RMB504.606604 million. Registered office address: Fangda Building, Kejinan Road 12, High-tech Zone, Shenzhen; Legal representative: Mr. Xiong Jianming. Our business include new-type building materials, composite materials, metal wares, metal frames, environmental equipment and apparatus, fire fighting equipment, optical-mechanical-electrical integrated products, polymer materials and their products, fine chemical products, mechanical equipment, optical materials and devices, electronic displayer, audio-visual device, transport facilities (exclude restricted items and produces under export certification, and their design, developing, installation, construction, technical consulting, and training. Managing and leasing of properties under possession (Fangda Building at Ke-Ji-Nan Road 12, and Fangda Town at Longzhu Road 4), parking services of Fangda Building.5 二、Main Accounting Policies, Estimations and Retrospect of Previous Accounting Errors (1) Basis for the preparation of financial statements Preparing of the financial statements was on the assumption of the Company’s perpetual operation, according to the trades and events practically happened, complying with the Enterprise Accounting Standard issued by the Department of Finance and relative application guidance. Accounting estimations and assumptions are used in preparing the financial statements with compliance to the Enterprise Accounting Standard, which will make influences on the assets, liabilities or contingent liabilities at the financial statement date, as well as the income and expenses in the report term. (2) Statement of compliance to the Enterprise Accounting Standard The financial report and statements are prepared with compliance to the requirement of the Enterprise Accounting Standard. They are reflecting the financial position at June 30, 2010, and business performance and cash flow situation of Jan-Jun 2010 of the Company frankly and completely. (3) Fiscal period The fiscal year of the Group is the solar calendar year, that is from January 1 to December 31. (4) Standard currency for bookkeeping The Company takes RMB as the standard currency for bookkeeping. (5) Accounting treatment of the entities under common control and different control as well 1. Consolidation of entities under common control Assets and liabilities obtained by the merging party are calculated at their book value with the merged parties at the merger day. The differences between the book value of net assets and the book value of consideration price (or the total of face value of share issued) are adjusted to the share capital premium under the capital reserves. If the share capital premium is not enough to neutralize the difference, it will be adjusted to the retained gains.6 2. Consolidation of entities under different control When the enterprises participated in the merger are not under controlling of the same party or group of parties, either before or after the merger, the merger is regarded as merger of enterprises under different control. At merging of enterprises under different control, the party which obtains power of control over other participants is regarded as the buying party, and the other parties are regarded as the bought parties. For merger of enterprises under common control, the merger cost is the fair value of capital paid, liability occurred or undertaken, or equity instrument issued thereof, on the day of purchasing to obtain power of control over the bought party, and those expenses directly related to the merger. For merger done through multiple trades, the overall cost is the sum of cost of each single trade. If the merger contract provided faith on future events that may influence the merger cost, and the event has great possibility to happen, and its influence may be reliably measured, then it will be accounted into merger cost. (6) Preparation of Consolidated Financial Statements Consolidation range is determined on the basis of control power for the consolidated financial statements. The Financial Statements of the Company are prepared according to “Enterprise Accounting Standard No.33 – Consolidated Financial Statements” and relative rules. All major trades and interchanges within the consolidation range have been neutralized. The part of shareholders’ equities not attributable to the parent company are presented individually as minority shareholders’ equity in the consolidated financial statements. When the accounting policies and periods of the subsidiaries are not complying with those of the Company’s, they shall be adjusted according to the Company’s accounting policy and accounting period. Subsidiaries added as merger of enterprises under different control, the individual statement shall be adjusted basing on the recognizable net asset fair value at the day of purchasing; subsidiaries added as merger of enterprise under common control, it will be regarded as existing since the contol power is acquired, the initial figures of the consolidated balance sheet will be adjusted as well as the related items.7 (7) Recognition of cash and cash equivalents Cash equivalent in cash flow statement refers to the investments with short term, strong liquidity and small risk of value fluctuation that are held by the Company and easily converted into cash with known amount. (8) Foreign currencies Trades of the Company made in foreign currencies are translated into RMB basing on the middle rate announced by China Foreign Currency Trading Center which is authorized by People’s Bank of China at the date when the trade is conducted. At the balance sheet date, foreign currency items are translated on the middle rate announced by China Foreign Currency Trading Center, the translation differences, except for those constructed or produced and can be capitalized directly into relative capital costs, are accounted into current gain/loss account. Non-monetary items accounted in foreign currency and on historical costs, are still use the middle rate announced by China Foreign Currency Trading Center, and the amount in standard currency will not be changed. (9) Financial instrument 1. Classification, recognition and measuring basis of financial instruments At initial recognition, financial assets are categorized as: financial assets measured at fair value with variations accounted into current income account, account receivable, and disposable financial assets. Categorizing of financial assets are decided by the intention and capability of holding of the financial assets by the Company or its subsidiaries. The Company has financial liabilities including: financial liabilities and other financial liabilities accounted into current gain/loss account at fair value. (1) Financial assets measured at fair value with variations accounted into current income account Including transactional financial assets and financial assets directly measured by fair value and with variations accounted into current gain/loss account, which are initially recognized at the fair value when obtained, the related transaction expenses8 are accounted into current income account when occurred. Cash dividend and bond interests included in the prices paid which are announced but not distributed are recognized as receivable items individually. Interests or cash dividends received during the period of holding the particular financial assets are recognized as investment gains when received. At the balance sheet day, the fair values of such financial assets are accounted into current income account. At disposal of such financial assets, the differences between the fair value and initial booked value are recognized as investment gains, and the fair value fluctuation gain/loss will be adjusted accordingly. (2) Sellable financial asset Sellable financial asset refers to those sellable non-derivate financial assets recognized initially, namely the Company does not elicit financial assets accounted by fair value with variations accounted into current income account, investment hold to expiration, loans, and receivables. Sellable financial assets are initialised at the sum of fair value and related transaction costs when obtained. Due bond interests or cash dividend included in the payment that are announced but not distributed are recognized as receivables individually. Interests or cash dividends received during the period of holding the sellable financial assets are recognized as investment gains when received. At the balance sheet date, sellable financial assets are measured on fair values, and the variations of fair values are accounted into “Capital reserves – other capital reserves”. At disposal of sellable financial assets, the difference between the amount received and the book value of the financial asset will be accounted into “investment gains”, meanwhile, the amount of accumulative change of fair value originally accounted into owners’ equity corresponding to the disposed part will be transferred over to “investment gains”. (3) Financial liabilities measured at fair value with variations accounted into current income account Including transactional financial liabilities and financial liabilities directly measured by fair value and with variations accounted into current gain/loss account, including: 1) Financial liabilities undertaken to be repurchased in short9 future; 2) Those directly assigned as financial liabilities directly measured by fair value and with variations accounted into current gain/loss account in view of risk management or strategic investment needs; 3) Derivate instruments not used as hedging instruments. Such financial liabilities are evaluated at fair value, and the transaction expenses could happen in future clearance are not deducted. If fair value is not suitable, evaluation will be on balance of cost after amortizing. (4) Other financial liabilities Other financial liabilities are those other than financial liabilities measured by fair value and changes recorded into current gain/loss account, which mainly include account payable and long-term payable accounts generated by purchasing of goods. Other financial liabilities are initially recognized by their fair value plus relative trade expenses. Subsequent measurement is on amortized costs. For other financial liabilities which are not at fair value through profit or loss, for example financial guaranteed contracts, they are initially recognized at fair value plus any directly attributable transaction costs. After the initial recognition, the other financial liabilities are measured at the higher of the amount measured in accordance with “Accounting Standards for Business Enterprises No.13 – Contingency” and the amortized balance measured in accordance with “Accounting Standards for Business Enterprises No.14 – Revenue”. 2. Basis of recognition and accounting of financial asset transferring Transferring of financial assets by the Company is including the following two cases: (1) Transfer the rights of collecting the cash flow attached to the financial asset to another party; (2) Transfer the financial asset to another party, but reserve the rights to collect cash flow related to such financial asset, and is responsible to pass the cash flow over to the final beneficiary, and satisfying all of the following conditions: A. Only when equal cash flow was received upon the financial asset, the party is obligated to give it to the final beneficiary party. When an enterprise is making10 payment on other’s behalf for a short term, and will be retrieved in full along with interest at fair market rate, shall be deemed as satisfying this condition. B. As bounded by the contract, the financial asset is not able to be disposed or use as guarantee, however it can be used as guarantee for cash flow of final payment. C. The party is obligated to duly forward the cash flow to the final beneficiary party. However except for the cash or cash equivalent the enterprise is not entitled to reinvest, but received between the two payments as setout by the contract. When the party is reinvesting the cash according to the contract, the gains shall be passed to the final beneficiary party according to the contract. Recognition of the financial asset is terminated as soon as all of the risks and rewards attached to the financial asset has been transferred to the receiver. Whereas if all of the risks and rewards attached to the financial assets are reserved, recognition of the financial asset shall not be terminated. When non of the transferring or reserving of the all risks and rewards attached to the financial asset happened, it will be handled as: (1) When the controlling power over the financial asset is given up, it will be terminated. (2) When the controlling power is not given up, financial asset and related liability shall be recognized according to the extend the Company is involving in the financial asset. 3. Termination of recognition of financial liabilities As soon as partial or all of the current responsibilities attached to such financial liabilities, recognition of partial or all of the financial liabilities will be terminated. When recognition of financial liabilities are partially or wholly terminated, the balance between the book value and the price paid (including non-monetary asset transferred out or new financial liabilities undertaken) shall be accounted into current income account. 4. Recognition of financial instrument fair values11 When there is an active market for the financial instrument, the value quoted at the active market is adopted by the Company as the fair value. When there isn’t any active market, fair value will be recognized by evaluation techniques. Evaluation techniques include referencing to the prices adopted in latest voluntary transaction between parties with full understanding of the situation, referencing to the current fair value of other substantially similar financial instruments, discounted cash flow analysis. At using of evaluation techniques, market indices will be used to the greatest extent, while particular indices of the Company and the subsidiaries to the least. 5. Impairment testing on financial assets, providing of impairment provision At balance sheet date, the Company performs testing on the book value of financial assets other than those measured by fair value and changes accounted into current income account. (10)Account receivable Accounts receivable (including account receivable and other account receivable) are initially accounted according to the contract amount or agreement amount. Accounts receivable that are unrecoverable due to bankruptcy of the debtor (still unrecoverable through insolvency procedures); death of the debtor, and no inheritance or heir of liabilities available; or failure of clearing overdue liabilities by the debtor, will be accounted as bad debt losses through legal verification procedures. 1. Recognition and providing of bad debt provision on individual receivable account with large amount The Company divides receivable accounts into project receivables and product receivables. Project receivables are those recognized at percentage according to the construction contract, product receivables are those formed in other ways. For the current year, the Company recognizes project receivables over RMB8 million (including) as 搃ndividual receivable with large amount, while recognizes product receivables over RMB2 million (including) as 搃ndividual receivable with large amount, and other receivables over RMB1 million as 搃ndividual receivable with large amount”. On balance sheet day, the Company performs impairment examination individually12 on each large amount receivables, and recognizes impairment and provides bad debt provision when the impairment is recognized; those not impaired are accounted along with the minor amount receivables and recognized in risk groups. 2. Recognition and providing of bad debt provisions on minor amount receivables classified into a group with great risk Minor amount receivables classified into a group with great risk are those project receivables below RMB8 million, product receivables below RMB2 million, and other receivables below RMB1 million, but due for over 5 years and with sufficient evidence showing that hard to be retrieved. 3. Dividing of risk groups Dividing of risk groups are on account ages: Categories Risk features within 1 year 1-2 yrs 2-3 yrs Over 3 yrs Receivable account within the consolidation range 0 0 0 0 Sales 3% 10% 30% 50% Others 3% 10% 30% 50% When the Company is raising finance from financial institutions such as banks against receivable credits by means of transferring, pledging, or discounting, according to the related contracts, when the debtor failed to repay the debt, if the Company was responsible to repay the amount, then the particular receivable credit will be treated as pledged loan; if the Company was not responsible to repay the amount, then the receivable credit will be treated as transferred credit, and transferring gain/loss shall be recognized. When the Company retrieves the receivables, the differences between the amount retrieved and book value of the receivable shall be accounted into current gain/loss account. (11)Inventories 1. Categorizing of inventories Inventories are those under the Company’s possession for the purpose of selling, in the process of production, or materials and goods used in production process or providing of services, including materials purchased, raw materials, low-value13 consumables, OEM materials, products in process, semi-finished goods, stock merchandises (finished goods), consigned goods, and construction in process. 2. Pricing of delivering inventory Inventories are measured at cost when procured, including purchase cost, processing cost, and other costs. Actual costs are recognized at weight average when delivered. Transferring of construction materials are recognized individually. 3. Recognition of inventory realizable value and providing of impairment provision On the balance sheet date, inventories are accounted depending on which is lower between the cost and the net realisable value. At overall verification of inventories at the end of year, when the net realisable value is lower than the cost, provisions for impairment of inventories shall be drawn. Provisions for impairment of inventories shall be accounted according to the difference between the cost of individual inventory items and the net realisable value. Including: for inventories such as finished products or materials which will be directly sold, in the normal operation, the realizable net value will be the balance of estimated selling price less sales expenses and relative taxations; For those inventories need further processing, in the normal operation, the realizable net value will be the balance of estimated sales price less costs to make it finished, less estimated sales expenses, and less relative taxation. At the balance sheet day, inventories with contract prices will be determined for realizable value separately from those without contract prices. 4. Inventory system The Company uses perpetual inventory system. Inventories are checked periodicly and the gains and losses from inventory checking are accounted into current gain/loss account. 5. Amortizing of low-value consumables and packaging materials Low-value consumables are amortized on on-off amortization basis at using. Other materials are amortized at 50-50 basis. (12)Long-term share equity investment Long-term share equity investment of the Company includes the investment in subsidiaries, affiliates, and other long-term equities. 1. Recognition of initial investment costs Investment of the Company in subsidiaries are valued at investment costs. For long-term share equity investment formed by shareholding and merger please see Note II(V). Retrospective or retrieved investment are adjusted to the cost of long term equity investment. For long-term equity investment of the Company with or without common control14 or major influence on the investee, and there is no quotation in an active market, and the fair value is not reliably measured, values are on initial investment costs. 2. Subsequent measurement and recognition of gain/loss The Company uses cost basis in subsequent measurement of investment in subsidiaries, and adjusted on equity basis when preparing the consolidated financial statement. Except for the announced cash dividend or profit included in the practical cost or price when the investment was made, the investment gains are recognized at the announced cash dividend or profit distribution. Subsequent measurement of long-term equity investment in investees under common control or significant influence is on equity basis. When the initial investment cost is larger than the share of fair value of net asset, the initial cost of long-term equity investment shall not be adjusted. When the initial investment cost is lower than the share of fair value of net asset, the balance share be accounted into current gain/loss, and the long-term investment cost shall be adjusted meanwhile. After obtaining of the long-term equity investment, the investment gain/loss is recognized according to the share of the net gain/loss realized by the invested company, and the book value of the long-term equity investment shall be adjusted accordingly. The share of profit distributions or cash dividends announced by the invested company is used to reduce the book value of the long-term equity investment. If the Company has no common control or significant influence on the investee, and there is no quotation in an active market, the fair value of the long-term investment is not able to be reliably measured, the subsequent measurement shall on cost basis. 3. Basis of recognizing common control and significant influence Common control is the mutual control of investors over an economic action basing on a contract, only effective when it is agreed by all of the investors who have the share of control on the financial and business control power. When the investors hold common control over the investee, the investee is regarded as their affiliate. Significant influences mean an entity has the power to participate in the decision15 making of another, but cannot dominate individually or jointly with other parties. When the investor may significantly influence the investee, the investee is regarded as the affiliate. 4. Impairment examination and providing of impairment provision At the balance sheet day, if evidence showing that impairment occurred on the long-term equity investment, the recoverable amount shall be decided by the higher one of net amount of fair value less disposal fees and the current value of predicted future cash flow. When the recoverable amount of the long-term equity investment is lower than the book value, the book value will be reduced down to the recoverable amount, the reduced amount is recognized as asset impairment loss and counted into current gain/loss account, asset impairment provision shall be provided accordingly. Once the long-term equity investment impairment loss is recognized, it will not be written back in following fiscal terms. (13)Investment properties Investment real estates are buildings rented out. Investment real estate is measured according to the initial cost. Cost of real estate purchased from outside includes purchasing price, tax, and other expenses directly related to the real estate; cost of real estate constructed by the Company itself is constructed by the essential costs to make the real estate usable. Accounting of investment real estates of the Company is on fair value basis when the following conditions are satisfied: (1) There is an active real estate market where the investment real estate is located; (2) Market price and other related information of similar real estates may be acquired from the market and used to make reasonable estimation on the fair value of the investment real estate. At the balance sheet date, the Company uses fair value to measure the investment properties, no depreciation or amortizing is made on the investment properties, book value is adjusted on the base of fair value of the property at balance sheet date, and the differences between the fair value and the original book value are counted into current gain/loss account.16 At disposal of investment properties, or retrieve from the property permanently and no further financial benefit is expected to obtain from the property, recognition of the investment property will be terminated. Balance of income from disposal, transferring, discarding, or clearing of investment properties less the book value and related taxes is counted into current gain/loss account. (14)Fixed assets 1. Conditions for fixed asset recognition Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation & management, and have more than one year of service life. 2. Depreciation of fixed assets Other than fixed assets which have already been provided depreciations in full but still in use, the Company provides depreciations upon all of the fixed assets. Straight age average basis is adopted in depreciation. According to the property and usage of the fixed assets, the Company decides the service life and predicted net retained value. At end of each fiscal year, verification will be made on the useful life, predicted retained value, and depreciation basis, adjustment will be made if difference occurred to the original estimations. Categories, useful life, predicted net retained value, and annual depreciation rate of fixed assets are as the followings: Categories Depreciation age (year) Retain value rate Annual depreciation ratio Houses & buildings 35-45 10% 2-2.57% Equipment & machinery 10 10% 9% Transportation facilities 5 10% 18% Electronics and other devices 5 10% 18% 3. Impairment testing and impairment provisions At the balance sheet day, fixed assets are accounted at the lower one of book value and retrievable value. If the retrievable value is lower than the book value, the book value will be deducted to the retrievable value, and the deducted amount17 will be recorded as asset impairment loss into current income account, and impairment provision shall be provided accordingly. Once the impairment loss was recognized, it will not be written back in coming fiscal terms. 4. Other statements Fixed assets are initially measured at costs. Among them, cost of fixed assets purchased from outside include purchasing price, tariffs and other taxes, and other expenditures directly related to the asset before it reaches the useful status. Cost of self-build fixed assets is the necessary costs before it is made useful. Fixed assets invested by investors are booked at the value according to the investment contract, whereas when the contract value is not fairly acceptable, it will be booked at the fair value. When a payment for purchasing of fixed asset is overdue and practically forms financing activity, the fixed asset is recognized at the current value of purchasing price. When fixed asset is disposed, or made no financial benefit by using or disposing it, recognition is terminated. Income from disposal, transferring, discarding of fixed assets, less its book value and taxes, is accounted into current income account. (15)Construction in process Construction in process conducted by the Company itself, its actual cost consists of essential costs of carrying on the construction till it reaches usable status. Cost of fixed asset which has already become usable but not settled yet, is recognized according to estimated value, and depreciations share be provided. Upon completion of settlement, the original estimated value shall be adjusted according to the actual cost, but the depreciations made previously shall not be adjusted. At the balance sheet day, construction in process are accounted at the lower one of book value and retrievable value. If the retrievable value is lower than the book value, the book value will be deducted to the retrievable value, and the deducted amount will be recorded as asset impairment loss into current income account, and impairment provision shall be provided accordingly. Once the impairment loss was recognized,18 it will not be written back in coming fiscal terms. (16)Borrowing expenses Borrowing expenses occurred to the Company that can be accounted as purchasing or production of asset satisfying the conditions of capitalizing, are capitalized and accounted as cost of related asset. Other borrowing expenses are recognized as expenses according to the occurred amount, and accounted into gain/loss of current term. Assets satisfying the conditions of capitalization are referring to the fixed assets, investment properties, and inventories that need a long-term construction or production process to reach the usable or sellable status. Borrowing expenses start to be capitalized when all of the followings are satisfied: (1) Asset expense has already occurred. Asset expenses include cash payment, non-cash asset transferring, or undertaking of debt with interest done for purchasing or producing of assets. (2) The borrowing expense has already occurred. (3) Purchasing or production activity, which is necessary for the asset to reach the useful status, has already started. In the period of capitalization, the capitalized amount of each fiscal period, if it is a special borrowing for construction or production of asset satisfying the capitalizing conditions, is the interest expenses actually occurred less the interest income from the unused part of borrowings or from temporary investment. If it used a common borrowing for construction or production of asset satisfying the capitalizing conditions, the capitalized interest amount will be decided by the weighted average of accumulative asset expenses over the capital expenses of the special borrowing multiply the capitalizing ratio of common borrowing. Capitalizing amount of the interests shall not more than the actual amount of interest actually occurred to the current relative borrowing. If the construction or production of assets satisfying the capitalizing conditions is suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended. Borrowing expenses occurred in the suspension period are recognized as expenses and recorded to current income account, until the construction or production is resumed. If the suspension is an essential process to make the asset usable or sellable, capitalizing of borrowing expenses shall be carried forward. When the asset satisfying the capitalizing conditions has reached its usable or sellable status, capitalizing of borrowing expenses shall be terminated. (17)Intangible assets and development expenses19 Intangible assets are those recognizable non-monetary assets without physical shape under the Company’s possess or control, including land using rights, patent, industry property, special technologies, and software. Intangible assets are initially measured by their costs. Intangible assets purchased are booked at the actual cost to purchase and relative expenses. Intangible assets inputted by investors are booked at the contract or agreement price, but if the contract or agreement price is not fairly acceptable, it will be booked at fair value. The Company analyses and determine the usable life when intangible assets are obtained, and are classified into intangible assets with limited useful life, and uncertain useful life. Intangible assets with limited useful life are amortized straightly to the useful life, the useful life and amortizing basis are reconsidered at the end of each year, when there is difference with the original estimation, adjustment shall be made. Intangible assets with limited useful life are amortized as followings: Categories Useful life Basis of amortization Note Land using right 50 yrs Average age Patent 10 yrs Average age Industrial property and special tech 10 yrs Average age Internal R&D Software 5 yrs Average age Other intangible assets 10 yrs or beneficial age Average age Intangible assets without certain useful life are not amortized. They will be reconsidered in each accounting period, if strong evidence showing that the useful life became limited, then it will be estimated, and amortized on straight basis. Intangible asset without certain useful life shall be tested each year whether or not there is evidence of impairment. On the balance sheet date, the Company measures intangible assets according to the lower of book value and retrievable value, intangible asset impairment provisions shall be provided at the difference of retrievable value lower than the book value, and the corresponding impairment loss shall be recorded to current income account. Once intangible asset impairment losses are recognized, they will not be20 written back in successive fiscal periods. Expenses of internal R&D projects in research stages are recorded into current income account when occurred; expenses of internal R&D projects in development stages, are recognized as intangible assets when all of the following conditions are satisfied, or otherwise recorded to current income account: (1) Developing of the intangible asset is about to be completed, and it is technically possible to be put into use or sold; (2) Has the intention to use or sell it; (3) The intangible asset is proved being able to make financial benefit, including there is a market for the products using the intangible asset or the intangible asset itself. If the intangible asset is used internally, its usage should be proved; (4) There are sufficient technologies, financial resources, or other resources that support the developing, using or selling of the intangible asset; (5) Expenses attributable to the intangible asset in development stages can be reliably measured. Development expenses that have been accounted into income accounts shall not be recognized as asset in successive periods. Expenses in the development stage which have been capitalized are recorded as development expenses in the balance sheet, and shall be transferred to intangible asset as soon as it becomes usable. (18)Goodwill Goodwill is the difference of merger costs of enterprises under same control over the share of recognizable net asset or fair value at the date of purchasing of the invested company. Goodwill related to subsidiaries are presented individually in consolidated financial statements, goodwill related to affiliates are included in the book value of long-term equity investment. Goodwill presented individually in financial statements are tested for impairment at leased once at end of each year. At impairment test, the book value of goodwill shall be shared by the benefited asset group according to the collaboration effects between the merger businesses. (19)Contingent liabilities When responsibilities occurred in connection to contingent issues, and all of the following conditions are satisfied, they are recognized as expected liability21 in the balance sheet: (1) This responsibility is a current responsibility undertaken by the Company; (2) Execution of this responsibility may cause financial benefit outflow from the Company; (3) Amount of the liability can be reliably measured. Expected liabilities are initially measured at the best estimation on the expenses to exercise the current responsibility, and with considerations to the relative risks, uncertainty, and periodic value of currency. When the periodic value of currency is with major influence, then the best estimation will be determined at the discount of future cash outflow. The book value of expected liability is revised at balance sheet day, and adjustment will be made to reflect current best estimation. (20)Payment in shares and equity instruments 1. Categories of payment in shares Share payment of the Company is divided into payment by shares and payment by cash. 2. Recognition of equity instrument fair value For equity instruments such as share options with an active market, the fair value is decided by the quotation in the active market. For those without an active market, the fair values are decided by a pricing model, and the following factors shall be considered when deciding the pricing model: (1) Exercising price of the option; (2) Valid period of the option; (3) Current price of the target shares; (4) Predicted share price fluctuation rate; (5) Predicted dividend of the shares; (6) Interest rate without risks in the valid period. When deciding the fair value of the equity instruments, the influence of market condition in the exercisable condition and non-exercisable conditions in the payment agreement shall be considered. When the payment of shares is under non-exercisable conditions, the cost corresponding to the services shall be recognized only when the non-market conditions (such as service term) in all of the exercisable conditions are satisfied by the employee or other parities.22 3. Basis of deciding the best estimation of the exercisable equity instruments At each balance sheet date during the waiting period, the best estimation shall be made according to the newest subsequent information such as the number of employees who have exercisable options, and amount of equity instrument shall be adjusted. At the exercisable date, the final estimated amount shall be the same with the practical amount of exercisable options. 4. Accounting treatment of implementing, amending, and terminating of share payment scheme Payment by equity is measured by fair value of the equity paid to the employees. If the equity can be exercised instantly, it will be accounted into relative cost at the fair value of the equity at the day of giving. If the equity is only exercisable upon satisfying of performance or service period, basing on the best estimation on the amount of equity, according to the fair value at the day of giving, record the service into related cost or capital reserves at each balance sheet date in the period. No adjustment will be done on recognized cost or expenses and the owners’ equity after the exercise date. In case the equity instrument is canceled in the waiting period, the Company will accelerate the exercise of the equity instrument to be canceled. The Amount recognizable for the rest of waiting period shall be accounted into current gain/loss instantly, and recognized to capital reserves at meantime. When the employee or other beneficiary failed to satisfy the conditions to exercise the options in the waiting period, the Company will cancel the equity instrument. (21)Revenue 1. Sales of goods When all of the following conditions are satisfied, the sales of goods are recognized as sales income according to the contract amount received or receivable from the buyer: (1) Main risks and rewards attached to the ownership of the goods have been transferred to the buyer; (2) No succeeding power of administration or effective control is reserved which are usually attached to ownership; (3) Amount received can be reliably measured; (4) Related financial benefit may23 inflow to the Company; (5) Relative costs, occurred or will occur, can be reliably measured. When collection of contract payment is by differed way, and practically with financing characters, sales income shall be recognized at the fair value of the receivable contract amount. 2. Providing of labor service Labor service started and completed in a same fiscal year is recognized as income at completion. If they are not in the same year, then use the estimation on percentage basis when it is possible. When the partial of service is not able to be estimated, the labor service income is treated as the followings: A. When the labor cost occurred is expectable to be covered, the labor service income is recognized at the cost already occurred, and recorded to labor cost as well. B. When the labor cost occurred is not expectable to be covered, the cost will be recorded to current gain/loss account without recognizing as labor service income. When a contract engaged with other company is including sales of goods and providing of labor services, if the goods and services can be measured separately, they will be treated separately. When they are not able to be distinguished, or not able to be measured separately, all of them will be treated as sales of goods. 3. Demising of asset using rights Income is recognized when the financial benefit in connection with the demising of asset using right was received and the amount can be reliably measured. Interest income is recognized according to the applicable period of time and interest rate. Amount of application fee is recognized according to the period and calculation decided by the related contract. 4. Construction contracts Metro screen door projects of the Company and Shenzhen Fangda Automatic System Co., Ltd. (Fangda Automatic System), and glass curtain wall project of Shenzhen Fangda Decoration Engineering Co., Ltd. (Fangda Decoration) are individual construction contracts, they are24 accounted by the following means: Income and expenses of the construction contracts are recognized on percentage basis at balance sheet day when all of the following conditions are satisfied: contract income can be reliably measured, relative financial benefit can inflow to the Company; progress of the project and costs to complete the contract can be reliably recognized; cost occurred to complete the contract can be clearly distinguished and reliably measured, which enables comparing of actual cost with predicted cost. Contract costs are direct and indirect expenses occurred since the date when the contract is engaged till the completion day. Metro screen door projects under the Company and Fangda Automatic System are decided for their progress by finished workload on predicted total workload of the contract. Curtain wall projects under Fangda Decoration are decided for their progress by costs practically occurred over the predicted total cost of the Contract. Construction contracts completed within a fiscal year are recognized for their income and cost upon completion. Construction contracts completed in current term are recognized for income according to the actual total income of the contract less income recognized in previous terms; meanwhile, the total costs of the contract less costs recognized in previous terms are recognized as current contract costs. If the total contract cost is predicted to be greater than the predicted total income, the predicted loss shall be recognized as current cost instantly. Parts of the curtain wall project under Fangda Decoration are outsourced, and administrative fees are collected at agreed rate. For these construction contracts, income will be recognized when ongoing payment for the project is received and corresponding costs are transferred. (22)Government subsidy Government subsidies are the monetary or non-monetary capital received from the government by free, but not include capital inputted by the government as investment of owners. When a government subsidy is monetary capital, it is measured at the received or receivable amount. None monetary capital are measured at fair value; If no reliable fair value available, recognized at RMB1. Government subsidies in connection with capital are recognized as differed income, and amortized straight to its useful life, and accounted into current income account. Government subsidies in connection with gains, which are used to cover future expenses or losses, are recognized as differed gains, and recorded to current income25 account to the period when the expenses are recognized. If a recognized government subsidy need to be returned, if there is relative differed gains, the balance of differed gains will be setoff, the exceeded part shall be recorded into current income account; if there is no relative differed gains, record to current income account directly. (23)Differed income tax assets/ differed income tax liabilities Income taxes are accounted on liability basis in the balance sheet. When there is difference between the book value and taxable basis of asset or liability, differed income tax asset and differed income tax liability are recognized according to the regulations. At the balance sheet day, the current income tax liabilities (or assets) formed in current term or previous term, are measured by the amount of income tax to be paid (or refunded) according to the taxation law; differed income tax assets and liabilities are measured at the applicable tax rate in the period when the asset is predicted to be retrieved or the liability is predicted to be cleared. Recognition of differed income tax asset is limited to the provisional difference to be deducted, and deductible losses and taxable income amount. If the taxable income realized in the future period of transferring of provisional differences is not sufficient, which made the financial benefit related to the provisional difference unrealizable, no differed income tax asset is recognized. Differed income tax liabilities generated by the taxable provisional difference related to fluctuation of fair value of investment in subsidiaries and affiliates are recognized, but those satisfying the recovering time of the taxable provisional difference are not recognized; At the balance sheet day, the book values of differed income tax assets are revised. Those deductible provisional differences, which are neither enterprise merger, nor initial recognition of assets or liabilities are recognized as income tax expenses or income into current income account. (24)Leasing26 Leasing is one of the business operations of the Company. 1. The Company is the lender Rentals from operational leasing are recognized as current gains on straight basis to the periods of leasing. Initial direct expenses are recorded to current income account. 2. The Company as lessee Rentals in operational leasing are recorded to relative capital cost or current income account on straight basis to the periods of leasing. Initial direct expenses are recorded to current income account. (25)Sellable assets in possession Sellable assets in possession are assets satisfying all of the following conditions: Resolutions have been made on disposal of these non-current asset; Irrevocable agreement has been engaged with the buyer. The possession will be transferred within one year. (26)Accounting of hedging instruments Hedging instruments are financial instruments used by the Company to avoid price risks. The Company use Aluminum Future Contract to reduce risks in purchasing of aluminum materials. Hedging instruments are recognized as highly effective only when all of the following conditions are satisfied: 1. The hedging instrument can effectively neutralize the risks of the target goods caused by change of cash flow since it started and in the following period. 2. The actual effectiveness is between 80% and 125%. Gains or losses attributable to the effective hedging instruments, are recognized as owners’ equity directly and demonstrated individually. (27)Change of main accounting policies and estimations 1. Change of Accounting Policies No change of accounting policies occurred in the year. 2. Change of accounting estimations No change of accounting estimations occurred in the year.27 (28)Correction of previous accounting faults No correction of previous accounting faults occurred in the report term. 三、Taxation Main tax items and rates applicable to the Company and subsidiaries: 1. Operation tax and surtaxes Tax items Tax basis Rate Note Business tax income from curtain wall and metro screen door installation projects 3% Property rental income 5% VAT Sales income of curtain wall and aluminum materials 17% Sales income of screen door materials 17% Sales income from LED products 17% City maintenance and construction tax VAT payable + business tax 7% or 1% Note (2) Education surtax VAT payable + business tax 3% Local education surcharges VAT payable + business tax 1% Note: (1) The Company and its subsidiaries located in Shenzhen (except for projects located outside Shenzhen which are subject to city maintenance and construction tax at 7% of business tax payable) pay 1% of the VAT and business tax as city maintenance and construction tax. It is 7% of the same for subsidiaries located in other territories. 2. Enterprise income tax Name of companies Tax rate Note The headquarter 22% Note (1) Fangda Decoration 15% Note (1), (5) Fangda Automatic 11% Note (1), (2) Fangda Yide Co. 22% Note (1) Fangda Guoke 15% Note (1), (4) Shenzhen Woke 15% Note (1), (3) Fangda New Materials (Jiangxi) 11% Note (1), (6) Fangda Aluminium 25% Note (1) Shenyang Fangda 25% Note (1) (1) The People’s Congress passed “The Income Tax Law of PRC” (the new Tax Law”) on March 16, 2007. The new Tax Law took effect on January 1, 2008. Corporation income tax was reduced from 33% to 25%. High-tech enterprises recognized by the national government are28 subject to 15% of corporation income tax. According to document 国发[2007]39 号文issued by the national government, the Company and the subsidiaries enjoys preferable taxation policies as the followings: ① Since January 1, 2008, enterprises originally enjoy low tax rates will apply legal tax rates gradually in five years. Among them, enterprises originally subject to 15% of income tax will apply 18% in 2008, 20% in 2009, 22% in 2010, 24% in 2011, and 25% in 2012. ② Since January 1, 2008, enterprises originally subject to preferable tax policies including “2 free 3 half” and “5 free 5 half”, will still apply the original policies till expiration. But those didn’t enjoyed the policies will apply since 2008. The income tax rate applicable to the Company was adjusted from 20% to 22% since January 1, 2010. (2) According to 深国税南减免[2004]0257 号issued by Shenzhen Nanshan National Tax Bureau, Fangda Automatic enjoys “2 free 3 half” policy since the first profitable year. It start to pay half income tax since 2008 to 2010.On June 27, 2009, Fangda Automatic received the Certificate of High-tech Enterprise issued by Shenzhen Bureau of Technologies and Information, Shenzhen National Tax Bureau, and Shenzhen Municipal Tax Bureau, which is effective for three years. (3) According to document 深地税三函[2004]235 号issued by Shenzhen Local Tax Bureau, Shenzhen Woke enjoys “2 free 3 half” policy since the first profitable year. The preferable period started from year 2008. On December 16, 2008, Shenzhen Woke was awarded “Certified High-tech Enterprises”, and will enjoy 15% of income tax rate in three years (including 2008). (4) According to “Administrative Rules of Recognition of High and New Technology Enterprises”, and “Income Tax Law of PRC”, they are entitled to enjoy 15% of Corporation Tax for three years (including 2008) since the qualifications were awarded. (4) According to “Administrative Rules of Recognition of High and New Technology Enterprises” on October 29, 2009, Fangda Decoration was entitled to enjoy 15% of Corporation Tax for three years (including 2009) since the qualifications were awarded. (6) As approved by Nanchang High-tech Zone Tax Bureau with document 洪高国税发 (2008)74 号, Fangda New Material enjoys “2 free 3 half” policy since 2008. On October 30, 2009, Fangda New Material was awarded the “Certificate of High-tech Enterprises” by Jiangxi Provincial Department of Science and Technologies, Jiangxi Department of Finance, Jiangxi National Tax Bureau, and Jiangxi Provincial Tax Bureau, which is effective for three years. 3. Property tax Property tax rate applicable to the Company and subsidiaries is 1.2% basing on 70% of the original value of property in Shenzhen. Same for the properties of subsidiaries outside Shenzhen for self use. Leasing property is subject to 12% of tax on rental income. 4. Personal income tax Individual income tax of the employees are paid by the Company on behalf.29 四、Merger of enterprises and consolidated financial statements Profiles of the subsidiaries 5. Subsidiaries founded acquired from investment Name of the subsidiaries Ownership of the subsidiary Reg. Add. Ownership type Registered capital (RMB0’000) Legal representative Fangda Decoration Fully-owned subsidiary Shenzhen Ltd. liability 10,000.00 Xiong Jianwei Fangda Automatic Fully-owned subsidiary Shenzhen Ltd. liability 5,000.00 Wang Shengguo Fangda Yide Co. Fully-owned subsidiary Shenzhen Sino-foreign joint venture USD320.00 Yang Xiaozhuan Fangda Guoke Subsidiary of controlled subsidiary Shenzhen Ltd. liability (Sole investment by legal person) 5,000.00 Yu Guoan Fangda New Material Fully-owned subsidiary Nanchang Ltd. liability (joint venture between companies from Taiwan, Hong Kong or Macau) USD1,200.00 Yang Xiaozhuan Fangda Aluminum Fully-owned subsidiary Nanchang Ltd. liability (Joint venture with foreign invested company) 2,000.00 Yang Xiaozhuan HK Junjia Fully-owned subsidiary HK None HKD1.00 Shenyang Fangda Controlled subsidiaries Shenyang Ltd. liability 20,000.00 Wang Shengguo Name of the subsidiaries Share proportion (%) Voting rights (%) Actual investment at end of year (RMB0’000) Balance of other items actually formed net investment in the subsidiaries_{}_ Direct Indirect Fangda Decoration 100.00 100.00 10,000.00 Fangda Automatic 100.00 100.00 5,000.00 Fangda Yide Co. 100.00 100.00 USD320.00 Fangda Guoke 64.58 64.58 10,500.00 Fangda New Material 100.00 100.00 USD1,200.00 Fangda Aluminium 100.00 100.00 2,000.00 HK Junjia 100.00 100.00 HKD1.00 Shenyang Fangda 64.58 64.58 12,916.00 Name of the subsidiaries Organization type Organization code Minor shareholders’ equity Amount for deducting minor shareholder’s equity in the minor shareholder’s equity Fangda Decoration Legal person 19244418-2 Fangda Automatic Legal person 75425429-3 Fangda Yide Co. Legal person 61929454-0 Fangda Guoke Legal person 72856199-4 See notes See notes Fangda New Material Legal person 74852611-7 Fangda Aluminium Legal person 15830664-030 HK Junjia None None Shenyang Fangda Legal person 66254891-3 87,805,349.73 -3,309,346.39 Note: Fangda Guoke is a subsidiary directly controlled by Shenyang Fangda. The minority shareholders’ equity of Shenyang Fangda is practically including the minority shareholders’ equity of Fangda Guoke. Thus it is not displayed in the above table separately. 6. Subsidiaries procured from merger of companies under different control Name of the subsidiaries Ownership of the subsidiary Reg. Add. Ownership type Registered capital (RMB0’000) Legal representative Business Scope Shenzhen Woke Subsidiary of controlled subsidiary Shenzhen Ltd. liability 1,000.00 Yu Guoan R&D, designing, production, after service of LED products; installation of LED color displayer, city and road lighting system. Name of the subsidiaries Share proportion (%) Voting rights (%) Actual capital input at end of year RMB0’000 Balance of other items actually formed net investment in the subsidiaries Consolidated? Direct Indirect Shenzhen Woke 64.58 64.58 1,899.13 Yes Name of the subsidiaries Ownership type Organization code Minor shareholders’ equity Amount for deducting minor shareholder’s equity in the minor shareholder’s equity Balance of owners’ equity of the parent company after deducting of the share of loss of current term by minor shareholder over the share of owners’ equity in the subsidiary at beginning of term Shenzhen Woke Legal person 72855858-4 See notes See notes Note: Shenzhen Woke is a subsidiary directly controlled by Fangda Guoke, and Fangda Guoke is a subsidiary directly controlled by Sheyang Fangda. The minority shareholders’ equity of Shenyang Fangda is practically including the minority shareholders’ equity of Fangda Guoke and Shenzhen Woke. Thus it is not displayed in the above table separately. 五、Notes to the consolidated financial statements (1) Monetary capital Items Balance of book value at end of term Book balance at beginning of year Original currency Exch ange rate Translated to RMB Original currency Exchan ge rate Translated to RMB I. Cash RMB 13,724.77 1.00 13,724.77 14,468.44 1.00 14,468.4431 Items Balance of book value at end of term Book balance at beginning of year Original currency Exch ange rate Translated to RMB Original currency Exchan ge rate Translated to RMB USD HKD 4,315.50 0.87 3,765.25 9,703.81 0.88048 8,544.01 Cash subtotal 17,490.02 23,012.45 II. Bank savings RMB 497,432,781. 64 1.00 497,432,781. 64 208,793,777.1 7 1.00 208,793,777.1 7 USD 205,972.65 6.79 1,399,094.14 280,987.77 6.8282 1,918,640.69 HKD 74.57 0.87 65.05 100,067.66 0.88048 88,107.57 Macao Dollar 2.23 5.76 12.85 Bank saving subtotal 498,831,953. 68 210,800,525.4 3 III. Other monetary capital - RMB 24,669,042.3 5 1 24,669,042.3 5 14,814,656.53 1.00 14,814,656.53 USD 99.83 6.79 677.93 99.54 6.8282 679.68 Subtotal of other monetary capital 24,669,720.2 8 14,815,336.21 Total 523,519,163. 98 225,638,874.0 9 Note: RMB24,669,042.35 of balance of other monetary capital were mainly bank accepted draft and guarantee letter deposit. They are not treated as cash equivalents at preparing of cash flow statements. (2) Notes receivable (1) Category of notes receivable Categories Balance of book value at end of term Balance of book value at beginning of term Bank acceptance 8,070,000.00 620,000.00 Commercial acceptance Total 8,070,000.00 620,000.00 Note: The book balance of notes receivable has increased by RMB7.45 million, which was caused by receiving of trade payments in form of bank accepted notes from customers by Fangda Automatic. (2) Top 5 notes endorsed but not due yet are: Issuer Date of issue Expired on Amount Note32 Shenzhen Fangda Decoration Engineering Co., Ltd. 2010.4.23 2010.10.23 5,500,000.00 Prepayment Shenzhen Fangda Decoration Engineering Co., Ltd. 2010.4.23 2010.10.23 4,160,000.00 Prepayment Anhui Wuhu Hengda Plant Town Co., Ltd. 2010.06.13 2010.12.12 2,000,000.00 Payment for goods Xi’an Shangtai Import & Export Co., Ltd. 2010.01.21 2010.7.21 1,000,000.00 Payment for goods Zhonghang Sanxin Co., Ltd. 2010.4.29 2010.10.29 800,000.00 Payment for goods Total 13,460,000.00 (3) Account receivable (1) Account receivable is categorized as: Categories Balance of book value at end of term Book value Bad debt provision Net amount Amount Proportion Amount Rate Single receivable account with mass amount 240,282,093.45 50.46% 26,824,929.65 11.16% 213,457,163.80 No major amount individually but with great risk after combined with others with similar credit risk 144,843,762.82 30.42% 79,247,608.97 54.71% 65,596,153.85 Other non-material receivables 91,037,640.08 19.12% 12,989,378.96 14.27% 78,048,261.12 Total 476,163,496.35 100.00% 119,061,917.58 25.00% 357,101,578.77 Categories Balance of book value at beginning of term Book value Bad debt provision Net amount Amount Ratio (%) Amount Providing rate (%) Single receivable account with mass amount 214,719,343.84 47.39% 25,873,083.80 12.05% 188,846,260.04 No major amount individually but with great risk after combined with others with similar credit risk 155,514,020.19 34.33% 84,891,532.03 54.59% 70,622,488.16 Other non-material receivables 82,832,805.68 18.28% 8,648,311.15 10.44% 74,184,494.53 Total 453,066,169.71 100.00% 119,412,926.98 26.36% 333,653,242.73 Note 1: When the single receivable account recognized on percentage basis of the construction is over RMB8 million (including 8 million), it will be recognized as “single33 receivable with mass amount”; where other single receivables with over RMB2 million (including 2 million) are recognized as “single receivable with mass amount”. Note 2: Foreign currencies are: Items Balance of book value at end of term Balance of book value at beginning of term Original currency Exchan ge rate Translated to RMB Original currency Exchang e rate Translated to RMB USD 1,498,045.53 6.794 10,177,863.84 654,208.27 6.8282 4,467,064.91 HKD 8,992,393.23 0.8724 7,844,963.85 9,256,528.95 0.88048 8,150,188.61 Total 18,022,827.69 12,617,253.52 (2) Receivable accounts on ages: Age Balance of book value at end of term Amount Ratio (%) Bad debt provision Net amount within 1 year 170,141,866.99 35.73% 5,105,119.03 165,036,747.96 1-2 yrs (included) 101,282,660.79 21.27% 10,149,674.62 91,132,986.17 2-3 yrs (included) 28,884,622.44 6.07% 8,665,386.72 20,219,235.72 Over 3 yrs 175,854,346.13 36.93% 95,141,737.21 80,712,608.92 Total 476,163,496.35 100.00% 119,061,917.58 357,101,578.77 Age Balance of book value at beginning of term Amount Proportion Bad debt provision Net amount within 1 year 170,586,591.80 37.65% 5,117,597.75 165,468,994.05 1-2 yrs (included) 75,551,574.63 16.67% 7,555,157.47 67,996,417.16 2-3 yrs (included) 19,237,383.66 4.25% 5,760,340.01 13,477,043.65 Over 3 yrs 187,690,619.62 41.43% 100,979,831.75 86,710,787.87 Total 453,066,169.71 100.00% 119,412,926.98 333,653,242.73 (3) Bad debt provisions on major receivables with large individual amount or minor amount but examined individually are: Description of the receivable accounts Book value at end of term Bad debt provision Rate Reason Curtain wall project receivable 803,340.45 803,340.45 100.00% Aged over 5 years, not expectable to be retrieved Trade receivable 660,625.41 660,625.41 100.00% Aged over 5 years, not expectable to be retrieved Trade receivable 648,100.95 648,100.95 100.00% Aged over 5 years, not expectable to be retrieved Curtain wall project receivable 433,868.60 433,868.60 100.00% Aged over 5 years, not expectable to be retrieved Trade receivable 430,629.58 430,629.58 100.00% Aged over 5 years, not expectable to be retrieved34 Total 2,976,564.99 2,976,564.99 Note 1: Receivables been provided full bad debt provisions this year were totaled to RMB13,655,235.25 Note 2: Receivables with minor amount but with greater risks after combining in groups are: Age Balance of book value at end of term Amount Ratio (%) Bad debt provision Net amount Over 3 yrs 144,843,762.82 30.42% 79,247,608.97 65,596,153.85 Total 144,843,762.82 30.42% 79,247,608.97 65,596,153.85 Age Balance of book value at beginning of term Amount Ratio (%) Bad debt provision Net amount Over 3 yrs 155,514,020.19 34.33% 84,891,532.03 70,622,488.16 Total 155,514,020.19 34.33% 84,891,532.03 70,622,488.16 (6) The top 5 debtors of receivables: Name of the companies Relation with the Company Amount at end of term Age % in total receivables Shenzhen Greenview Property Co., Ltd. Curtain wall client 52,535,169.41 within 1 yr 11.03% Shanghai Baoye Construction Co., Ltd. Curtain wall client 21,221,934.73 1-2 yrs 4.46% Dalian Hongjin World Trade Center Ltd. Curtain wall client 8,431,940.86 1-2 yrs 4.03% 10,762,724.74 2-3 yrs Shenzhen Civil Construction Bureau Curtain wall client 18,008,839.16 within 1 yr 3.78% Shenyang Metro Co., Ltd. Screen door client 17,841,057.10 within 1 yr 3.75% Total 128,801,666.00 27.05% (5) No outstanding receivable account due from shareholders with 5% or over of the Company’s shares. (4) Other account receivable (1) Other account receivable classified as the following: Categories Balance of book value at end of term Book value Bad debt provision Net amount Amount Ratio (%) Amount Providing rate (%) Other receivable with major 38,081,185.93 46.01% 3,429,730.75 9.01% 34,651,455.1835 individual amount No major amount individually but with great risk after combined with others with similar credit risk 8,872,432.81 10.72% 5,513,726.15 62.14% 3,358,706.66 Other minor other receivables 35,818,267.18 43.27% 3,750,103.39 10.47% 32,068,163.79 Total 82,771,885.92 100.00% 12,693,560.29 15.34% 70,078,325.63 Categories Balance of book value at beginning of term Book value Bad debt provision Net amount Amount Ratio (%) Amount Providing rate (%) Other receivable with major individual amount 9,888,976.45 21.31% 1,775,193.60 17.95% 8,113,782.85 No major amount individually but with great risk after combined with others with similar credit risk 12,224,133.32 26.35% 7,216,811.58 59.04% 5,007,321.74 Other minor other receivables 24,284,729.69 52.34% 2,495,935.19 10.28% 21,788,794.50 Total 46,397,839.46 100.00% 11,487,940.37 24.76% 34,909,899.09 Note 1: Single other receivable over RMB1 million is recognized as “single other receivable account with mass amount”. Note 2: Foreign currencies are: Items Balance of book value at end of term Balance of book value at beginning of term Original currency Exchange rate Translated to RMB Original currency Exchang e rate Translated to RMB USD 142,418.00 6.7909 967,146.4 142,418.00 6.8282 972,458.59 Total 142,418.00 6.7909 967,146.4 142,418.00 6.8282 972,458.59 (2) Other receivable accounts demonstrated by ages: Age Balance of book value at end of term Amount Ratio (%) Bad debt provision Net amount within 1 year 58,300,419.41 70.44% 1,816,769.35 56,483,650.06 1-2 yrs (included) 5,541,717.54 6.70% 554,675.65 4,987,041.89 2-3 yrs (included) 4,744,767.12 5.73% 1,798,583.86 2,946,183.26 Over 3 yrs 14,184,981.85 17.13% 8,523,531.43 5,661,450.43 Total 82,771,885.92 100.00% 12,693,560.29 70,078,325.63 Age Balance of book value at beginning of term Amount Ratio (%) Bad debt provision Net amount within 1 year 18,426,424.10 39.71% 618,149.44 17,808,274.6636 1-2 yrs (included) 9,407,764.76 20.28% 892,240.53 8,515,524.23 2-3 yrs (included) 5,648,474.54 12.17% 2,069,696.08 3,578,778.46 Over 3 yrs 12,915,176.06 27.84% 7,907,854.32 5,007,321.74 Total 46,397,839.46 100.00% 11,487,940.37 34,909,899.09 (3) Bad debt provisions on other receivables with minor amount but examined individually are: Description of other receivables Book value at end of term Bad debt provision Rate Reason Contract security receivable 3,151,698.00 94,550.94 3.00% Provided on age Contract security receivable 2,711,671.00 271,167.10 10.00% Provided on age Contract security receivable 1,500,000.00 150,000.00 10.00% Provided on age Borrowed by employees 1,305,290.61 39,158.72 3.00% Provided on age Deposite receivable 1,220,316.84 1,220,316.84 100.00% Aged over 5 years, not expectable to be retrieved Deposite receivable 300,000.00 300,000.00 100.00% Aged over 5 years, not expectable to be retrieved Deposite receivable 159,800.00 159,800.00 100.00% Aged over 5 years, not expectable to be retrieved Total 10,348,776.45 2,234,993.60 Note 1. Other receivable accounts being provided full bad debt provisions are totaled to RMB3,449,391.72. Note 2: Minor single other receivable but with greater risks after combined in groups are: Age Balance of book value at end of term Amount Ratio (%) Bad debt provision Net amount Over 3 yrs 8,872,432.81 100.00% 5,513,726.15 3,358,706.66 Total 8,872,432.81 100.00% 5,513,726.15 3,358,706.66 Age Balance of book value at beginning of term Amount Ratio (%) Bad debt provision Net amount Over 3 yrs 12,224,133.32 100.00% 7,216,811.58 5,007,321.7437 Total 12,915,176.06 100.00% 7,907,854.32 5,007,321.74 (4) Other top 5 debtors of other receivables: Name of the companies Specification Relation with the Company Amount at end of term Age Portion in total other receivable accounts (%) Nanchang High-tech Industry Zone Administration Committee Land compensation Government 30,604,300.00 within 1 year 36.97% Xinba Construction Group Co., Ltd. Contract security Normal client 1,500,000.00 2-3 yrs 1.81% China Merchants Future Brokerage Ltd. Contract security Future company 1,364,937.50 2-3 yrs 1.65% Xin Song Current account Normal client 1,305,290.61 within 1 year 1.58% Nanhai Huangqi Xinde Metal Co., Ltd. Deposit Normal client 1,220,316.84 Over 3 yrs 1.47% Total 35,994,844.95 43.48% (5) No outstanding other receivable due from shareholders with 5% or over of the Company’s shares. (6) Other receivable account increased by 73.97% in the report term. Which was caused by engaging of the Land Retrieving Compensation Agreement by Fangda Aluminum and Nanchang High-tech Industry Zone Administration Committee to retrieve the land under possession of Aluminum Co. amounted to RMB30.6043 million. As of the end of report term, the Land Retreiving Agreement has been engaged with Nanchang State Land Resource Bureau and the deregistration procedures have been completed and the compensation income of RMBRMB30.6043 million was recognized. (5) Prepayment (1) Demonstrated by ages: Age Balance of book value at end of term Amount Ratio (%) Bad debt provision Net amount within 1 year 34,322,844.01 94.02% 34,322,844.01 1-2 yrs (included) 1,370,825.21 3.76% 103,516.08 1,267,309.13 2-3 yrs (included) 764,736.53 2.09% 172,864.55 591,871.98 Over 3 yrs 45,920.00 0.13% 18,420.00 27,500.0038 Total 36,504,325.75 100.00% 294,800.63 36,209,525.12 Age Balance of book value at beginning of term Amount Ratio (%) Bad debt provision Net amount within 1 year 13,004,308.18 85.83% 13,004,308.18 1-2 yrs (included) 1,311,734.25 8.66% 103,516.08 1,208,218.17 2-3 yrs (included) 788,529.49 5.21% 182,074.55 606,454.94 Over 3 yrs 45,920.00 0.30% 9,210.00 36,710.00 Total 15,150,491.92 100.00% 294,800.63 14,855,691.29 Note: The book balance of prepaid account has increased by 143.74% over the report term, which was caused by prepayment for goods and services by Fangda New Material and Fangda Decoration. (2) Other top 5 debtors of prepayments: Name of the companies Relation with the Company Balance of book value at end of term % in total prepayment Date of prepayment Reason of unsettled Henan Yongtong Aluminum Co., Ltd. Suppliers 5,409,187.12 14.94% 2010 Prepayment Hainan Haibo Engineering Glass Co., Ltd. Suppliers 1,973,159.05 5.45% 2010 Prepayment Qinghuangdao Wanxiang Aluminum Co., Ltd. Suppliers 1,070,751.02 2.96% 2009 Not settled yet Shenzhen Zhong’an Lianfa Labor Service Co., Ltd. Suppliers 1,056,840.20 2.92% 2010 Prepayment Nantong Desheng Construction Labor Service Co., Ltd. Suppliers 800,000.00 2.21% 2010 Prepayment Total 10,309,937.39 28.47% (3) No prepayment made to shareholders of the Company with 5% or above shares nor related parties. (6) Inventories (1) Details of inventories Items Balance of book value at end of term Balance of book value at beginning of term Amount Impairment provision Book value Amount Impairment provision Book value Raw materials 32,650,759.44 251,597.62 32,399,161.82 35,430,35089 251,597.62 35,178,753.27 Product in process 22,011,697.44 22,011,697.44 27,736,524.94 27,736,524.94 Finished goods in stock 11,368,330.37 2,403,628.51 8,964,701.86 12,536,270.68 2,976,824.18 9,559,446.50 Asset formed by 162,499,359.18 162,499,359.18 124,248,114.46 124,248,114.4639 Items Balance of book value at end of term Balance of book value at beginning of term Amount Impairment provision Book value Amount Impairment provision Book value construction contract Low price consumable 1,243,292.96 114,436.50 1,128,856.46 1,715,433.83 114,436.50 1,600,997.33 OEM materials 686,124.00 686,124.00 148,596.08 148,596.08 On-road goods 2,301,238.67 2,301,238.67 498,215.88 498,215.88 Total 232,760,802.06 2,769,662.63 229,991,139.43 202,313,506.76 3,342,858.30 198,970,648.46 Note: Book value of inventory increased by 15.59% over the report term, which was caused by expanding of business scale and increase of assets formed by construction contracts. (2) Change of inventory impairment provisions Categories Balance of book value at beginning of term Provided this term Decreased this term Balance of book value at end of term Written back Transferred Raw materials 251,597.62 251,597.62 Products in stock 2,976,824.18 573,195.67 2,403,628.51 Low price consumable 114,436.50 114,436.50 Total 3,342,858.30 573,195.67 2,769,662.63 (3) Basis of providing impairment provision and situation of writing back Categories Basis of providing impairment provision Reason of written off of inventory impairment provision % of the written off amount on the balance of inventory Products in stock Realizable net value lower than realizable cost Dispose of inventory goods 0.25% (7) Other current asset Items Balance of book value at end of term Balance of book value at beginning of term Change of fair value generated by future option contract (Note 1) 3,315,075.00 Total 3,315,075.00 Note 1: Fair value of the future contracts decreased by RMB3,315,075.00 which was caused by disposal of future contracts by Fangda Decoration and Fangda New40 Material. (8) Disposable financial asset Disposable financial assets are categorized as the following: Items Fair value at end of term Fair value at beginning of term Disposable bonds Disposable equity instruments 3,150,000.00 7,520,445.42 Others Total 3,150,000.00 7,520,445.42 Less: impairment provision for disposable financial assets Net amount 3,150,000.00 7,520,445.42 Note 1: The disposable financial asset is the 700,000 current shares of Tianjing Global Magnetic Card Co., Ltd. Note 2. Balance of disposable financial assets has decreased by RMB4,370,445.42, which was caused by disposing of most of the sellable financial assets by Fangda Decoration. (9) Long-term share equity investment Long-term equity investment: Company invested in Calculating basis Initial costs Balance of book value at beginning of term Changed this term (- for decrease) Balance of book value at end of term Nanchang Fangda Property Co., Ltd. Equity basis 3,000,000.00 2,997,216.45 2,997,216.45 Total 2,997,216.45 2,997,216.45 Company invested in Share proportion (%) Voting rights (%) Impairment provision Impairment provision provided this term Cash dividend of the current term Nanchang Fangda Property Co., Ltd. 30.00% 30.00% Total Note 1: On March 26, 2010, the Shareholders’ Meeting has decided to close Nanchang Fangda Property Co., Ltd. As of June 30, 2010, the authorities of local government have received the closing application. (10)Investment properties (1) Change of investment properties on fair value basis Items Fair value at beginning of term Increased this term Decreased this term Fair value at Purchased end of term For own use or transferred from inventory Gain/loss from change of fair value Disposed Transferred for own use I. Total costs 192,194,554.27 192,194,554.2741 Items Fair value at beginning of term Increased this term Decreased this term Fair value at Purchased end of term For own use or transferred from inventory Gain/loss from change of fair value Disposed Transferred for own use 1. Houses & buildings 192,194,554.27 192,194,554.27 2. Land using rights II. Total of fair value fluctuation 67,303,124.53 6,553,456.32 73,856,580.85 1. Houses & buildings 67,303,124.53 6,553,456.32 73,856,580.85 2. Land using rights III. Total of investment property book value 259,497,678.80 6,553,456.32 266,051,135.12 1. Houses & buildings 259,497,678.80 6,553,456.32 266,051,135.12 2. Land using rights Note 1: Among the investment properties, Fangda Technical Building, dormitory block, and the whole workshop (with book value of RMB224,250,888.56) have been put into pledge. For details please see Note V (17). (11)Fixed assets (1) Change of fixed assets and accumulated depreciations: Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term I. Total value of original fixed assets 470,075,737.67 1,730,697.74 49,176,212.66 422,630,222.75 1. Houses & buildings 197,603,625.83 22,452,342.40 175,151,283.43 2. Machinery 230,579,019.59 212,464.45 24,662,202.42 206,129,281.62 3. Automobile 10,247,988.14 1,010,297.00 178,148.82 11,080,136.32 4. Electronics and other devices 31,645,104.11 507,936.29 1,883,519.02 30,269,521.38 II. Total of accumulative depreciation 209,251,062.47 8,978,617.31 30,732,890.90 187,496,788.88 1. Houses & buildings 30,114,317.90 2,333,234.90 8,152,088.45 24,295,464.35 2. Machinery 153,187,518.51 5,547,574.09 20,989,046.31 137,746,046.29 3. Automobile 6,547,093.93 255,913.85 49,213.92 6,753,793.86 4. Electronics and other devices 19,402,132.13 841,894.47 1,542,542.22 18,701,484.38 IV. Total of accumulative fixed assets impairment provision 1,574,623.88 177,227.79 1,397,396.0942 Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term 1. Houses & buildings 2. Machinery 1,574,623.88 0.00 177,227.79 1,397,396.09 3. Automobile 4. Electronics and other devices V. Total of fixed asset book value 259,250,051.32 -7,247,919.57 18,266,093.97 233,736,037.79 1. Houses & buildings 167,489,307.93 -2,333,234.90 14,300,253.95 150,855,819.09 2. Machinery 75,816,877.20 -5,335,109.64 3,495,928.32 66,985,839.24 3. Automobile 3,700,894.21 754,383.15 128,934.90 4,326,342.46 4. Electronics and other devices 12,242,971.98 -333,958.18 340,976.80 11,568,037.00 Note 1: Depreciation provided this term was RMB8,978,617.31. Note 2: The original value of fixed asset has decreased by RMB49,176,212.66 over the report term, which was caused by retrieving of land by Nanchang State Land Resource Administration Bureau and disposal of fixed assets. (2) Property license not obtained yet: Categories Description of property Original book value Accumulated depreciation: Net book value Note Houses & buildings Office building 18,643,357.07 2,023,386.34 16,619,970.73 Used by Fangda New Material, under procedures of property certificate Houses & buildings Employees’ dinning hall 2,857,833.06 324,428.75 2,533,404.31 Houses & buildings dormitory 3,801,544.09 443,517.58 3,358,026.51 Houses & buildings Houses in Urumuqi 686,672.00 34,333.50 652,338.50 Idle, under procedures of property certificate Houses & buildings Multi-function building 4,095,350.26 1,391,934.31 2,703,415.95 Under procedures of property certificate Houses & buildings Office building 6,769,642.00 2,328,628.24 4,441,013.76 Under procedures of property certificate Houses & buildings Workshop B-1 18,966,977.90 4,315,057.90 14,651,920.00 Under procedures of property certificate Houses & buildings Workshop B-2 6,495,786.15 1,477,815.23 5,017,970.92 Under procedures of property certificate Total 62,317,162.53 12,339,101.85 49,978,060.68 (12)Construction in process (1) Details of construction in process Items Balance of book value at end of term Balance of book value at beginning of term Amount Impairment Net book Amount Impairment Net book43 Items Balance of book value at end of term Balance of book value at beginning of term provision value provision value Shenyang Fangda Extension Chip Workshop (Phase I) 9,532,766.82 9,532,766.82 9,496,386.82 9,496,386.82 Dinning hall and pulping house 2,350,547.03 2,350,547.03 1,747,637.25 1,747,637.25 Heating pipe 1,713,004.80 1,713,004.80 1,713,004.80 1,713,004.80 Dormitory and No.2 workshop 3,139,367.00 3,139,367.00 712,074.20 712,074.20 Phase I pipes, roads, and fence 2,360,000.00 2,360,000.00 Decoration of super-clean workshop 3,066,000.00 3,066,000.00 Shenyang Fangda other construction cost 5,292,736.89 5,292,736.89 4,138,314.14 4,138,314.14 Equipment to be installed 986,488.00 986,488.00 520,539.81 520,539.81 Demostration room 241,762.82 241,762.82 Jiangxi Tech Garden Epoxy Floor 1,014,848.00 1,014,848.00 Jiangxi Tech Garden Glass Gluing House 227,253.36 227,253.36 Workshop reconstruction 382,557.21 382,557.21 Other small projects 303,410.18 303,410.18 Total 30,610,742.11 30,610,742.11 18,327,957.02 18,327,957.02 Note: Book value of construction in process increased by 67.02% over the report term, which was caused by increase of project expense made by Shenyang Fangda. (2) Profile of major construction in process and changes Project Budget Fund recourse Initial ammount Increased this term Amount Incl. Interest capitalization Amount Incl. Interest capitalization Shenyang Fangda Extension Chip Workshop (Phase I) 9,000,000.00 Independent 9,496,386.82 36,380.00 Dinning hall and pulping house 3,680,000.00 Independent 1,747,637.25 602,909.78 Heating pipe 1,713,000.00 Independent 1,713,004.80 Dormitory and No.2 7,800,000.00 Independent 712,074.20 2,427,292.8044 workshop Phase I pipes, roads, and fence 9,000,000.00 Independent 2,360,000.00 Decoration of super-clean workshop 7,680,000.00 Independent 3,066,000.00 Shenyang Fangda other construction cost 4,138,314.14 1,154,422.75 Jiangxi Tech Garden Epoxy Floor 1,740,000.00 1,014,848.00 (Continue) Project Decreased this term Balance at end of year Progress % % of investment Amount on budget Incl. Transferred to fixed asset this term Amount Incl. Interest capitalization Shenyang Fangda Extension Chip Workshop (Phase I) 9,532,766.82 100% 106% Dinning hall and pulping house 2,350,547.03 65% 64% Heating pipe 1,713,004.80 100% 100% Dormitory and No.2 workshop 3,139,367.00 40% 40% Phase I pipes, roads, and fence 2,360,000.00 26% 26% Decoration of super-clean workshop 3,066,000.00 40% 40% Shenyang Fangda other construction cost 5,292,736.89 Jiangxi Tech Garden Epoxy Floor 1,014,848.00 58% 58.32% (3) No impairment with the construction in process at end of report term. (13)Intangible assets and development expenses (1) Profiles of intangible assets Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term45 Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term I. Total of intangible asset initial value 98,563,747.49 1,205,681.37 4,985,227.00 94,784,201.86 Land using rights of Fangda Town (Phase I) (Note 2) 8,543,250.00 8,543,250.00 Land using rights of Fangda Town (Phase II) (Note 3) 4,783,050.00 4,783,050.00 Land using rights of Nanchang High Tech Zone (Note 4) 4,985,227.00 4,985,227.00 Land using rights of Fangda Tech Garden on Gaoxin Road Nanchang 11,064,548.41 11,064,548.41 Land using rights of Shenyang Fangda (Note 6) 42,038,791.23 42,038,791.23 Semi-conductor patent 18,241,179.14 18,241,179.14 Other non-patent tech 4,413,899.39 4,413,899.39 Other patents 1,304,355.00 60,010.00 1,364,365.00 Computer software 2,555,523.72 1,145,671.37 3,701,195.09 Others 633,923.60 633,923.60 II. Total of intangible asset amortization 20,094,433.57 2,068,702.68 1,106,237.92 21,056,898.33 Land using rights of Fangda Town (Phase I) (Note 2) 3,756,136.40 72,715.68 3,828,852.08 Land using rights of Fangda Town (Phase II) (Note 3) 1,235,621.25 47,830.50 1,283,451.75 Land using rights of Nanchang High Tech Zone (Note 4) 1,098,157.40 8,080.52 1,106,237.92 Land using rights of Fangda Tech Garden on Gaoxin Road Nanchang 965,931.56 116,298.84 1,082,230.40 Land using rights of Shenyang Fangda (Note 6) 1,744,678.50 420,417.90 2,165,096.40 Semi-conductor patent 7,741,700.89 956,135.93 8,697,836.82 Other non-patent tech 1,512,675.29 157,784.42 1,670,459.71 Other patents 420,979.71 86,850.26 507,829.97 Computer software 1,028,286.62 201,396.13 1,229,682.75 Others 590,265.95 1,192.50 591,458.45 III. Total of book net value of intangible assets 78,469,313.92 -863,021.31 3,878,989.08 73,727,303.53 Land using rights of Fangda Town (Phase I) (Note 2) 4,787,113.60 -72,715.68 4,714,397.92 Land using rights of Fangda Town (Phase II) (Note 3) 3,547,428.75 -47,830.50 3,499,598.25 Land using rights of Nanchang High Tech Zone (Note 4) 3,887,069.60 -8,080.52 3,878,989.08 Land using rights of Fangda Tech Garden on Gaoxin Road Nanchang 10,098,616.85 -116,298.84 9,982,318.01 Land using rights of Shenyang Fangda (Note 6) 40,294,112.73 -420,417.90 39,873,694.83 Semi-conductor patent 10,499,478.25 -956,135.93 9,543,342.32 Other non-patent tech 2,901,224.10 -157,784.42 2,743,439.68 Other patents 883,375.29 -26,840.26 856,535.03 Computer software 1,527,237.10 944,275.24 2,471,512.34 Others 43,657.65 -1,192.50 42,465.1546 Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term IV. Total of accumulated intangible asset impairment provisions V. Total of intangible asset book value 78,469,313.92 -863,021.31 3,878,989.08 73,727,303.53 Land using rights of Fangda Town (Phase I) (Note 2) 4,787,113.60 -72,715.68 0.00 4,714,397.92 Land using rights of Fangda Town (Phase II) (Note 3) 3,547,428.75 -47,830.50 0.00 3,499,598.25 Land using rights of Nanchang High Tech Zone (Note 4) 3,887,069.60 -8,080.52 3,878,989.08 0.00 Land using rights of Fangda Tech Garden on Gaoxin Road Nanchang 10,098,616.85 -116,298.84 0.00 9,982,318.01 Land using rights of Shenyang Fangda (Note 6) 40,294,112.73 -420,417.90 0.00 39,873,694.83 Semi-conductor patent 10,499,478.25 -956,135.93 0.00 9,543,342.32 Other non-patent tech 2,901,224.10 -157,784.42 0.00 2,743,439.68 Other patents 883,375.29 -26,840.26 0.00 856,535.03 Computer software 1,527,237.10 944,275.24 0.00 2,471,512.34 Others 43,657.65 -1,192.50 0.00 42,465.15 Note 1: RMB2,068,702.68 amortized in the report term. Note 2: In 1995, Hengxiang Jingfa Co. inputted 3,797.40 square meters of land valued RMB8,543,250.00 to the Company when the Company was incorporated. The land was verified by Shenzhen Asset Appraisal Firm with the appraisal report 深资综评报字[1995]第20 号to value of RMB8,543,250.00. This land rights have been recognized as collateral for loans. For details please see Note V (17). Note 3: According to contract 深地合字(97)012 号engaged between the Company and Shenzhen Bureau of Land Planning, the Company purchased the land using rights attached to land of 15,943.60 square meters with Ref. number T405-008 by RMB4,783,050.00. This land was recognized as collateral for loans. For details please see Note V (17). Note 4: In January 2010, Fangda Aluminum engaged the Land Retrieving Agreement with Jiangxi Nanchang High-tech Industry Zone Administration Committee, by which the land of 17,424.05 square meters located to the north of initial zone will be retrieved with compensation of RMB30.6043 million. Note 5: In March 2003, according to the contract engaged between Jiangxi Nanchang High-tech Industry Zone Administration Committee and the Company, Fangda New Material Co., Ltd. had purchased the land of 177,047.14 square meters to the west of Aixi Lake and north of Gaoxin Road, with price of RMB10,622,828.28. Note 6: Shenyang Hunnan New Zone State Asset Administration Co., Ltd. inputted the land HNG0707 号F45 号to Shenyang Fangda Co., Ltd. as investment. The property transferring procedures have been completed and verified by Liaoning Jiexinyuan CPA47 Ltd. by verification report 辽捷信源验〔2007〕G0142 号. This land was acquired from the bidding offer by Shenyang Bureau of Land Planning Hunnan Office, and was notified by Shenyang Nunnan New Zone Notification Office. (2) R&D expenses A. R&D expenses in the report term: Items Total of R&D expenses In which: Expenses in research stage Expenses in developing stage to current income Capitalized expenses Graphic grounding technologies 346,968.80 346,968.80 Solar-electric glass wall project 49,202.67 49,202.67 Screen door control system maintaining service 13,340.40 13,340.40 Screen door locker 10,634.34 10,634.34 Full height suspension screen door structure 10,999.41 10,999.41 Electric motor selection and new control system of screen door 720,363.58 304,046.92 416,316.66 Optical crystal manufacturing tech 695,444.97 470,593.26 224,851.71 The 3rd generation of PSD electronic lock 964,049.87 964,049.87 Cart door 116,363.26 1,917.19 114,446.07 Electric motor and control system of belt drive full-height door 783,547.83 783,547.83 Continuous development of DCU 31,796.34 31,796.34 非对称丝杠传动屏蔽门4,309.20 4,309.20 Belt drive semi-height PSD 4,467.06 4,467.06 Belt drive full-height PSD 4,248.36 4,248.36 Total 3,755,736.09 3,000,121.65 755,614.44 B. Change of R&D expenses Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term Transferred into intangible assets Other decreases48 Graphic grounding technologies 346,968.80 346,968.80 Solar-electric glass wall project 485,441.00 49,202.67 9,200.00 49,202.67 476,241.00 Screen door control system maintaining service 13,340.40 13,340.40 - Screen door locker 10,634.34 10,634.34 - Full height suspension screen door structure 10,999.41 10,999.41 - Electric motor selection and new control system of screen door 225,963.00 720,363.58 304,046.92 642,279.66 Optical crystal manufacturing tech 474,495.73 695,444.97 470,593.26 699,347.44 The 3rd generation of PSD electronic lock 964,049.87 964,049.87 - Cart door 116,363.26 1,917.19 114,446.07 Electric motor and control system of belt drive full-height door 783,547.83 783,547.83 - Continuous development of DCU 31,796.34 31,796.34 - 非对称丝杠传动屏蔽门4,309.20 4,309.20 - Belt drive semi-height PSD - 4,467.06 - 4,467.06 - Belt drive full-height PSD - 4,248.36 - 4,248.36 - Total 1,185,899.73 3,755,736.09 9,200.00 3,000,121.65 1,932,314.17 Note 1: Development expenses decreased by RMB3,000,121.65, which was caused by treatment of expenses not fit in capitalization conditions. Note 2: Development expenses accounted for 100% of the total R&D expenses. Note 3: Intangible asset formed by R&D accounted for 15.82% of the total intangible assets. (14)Goodwill Name of the Companies Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term Impairment provision at end of term Shenzhen Woke 8,197,817.29 8,197,817.29 Fangda Yide Co. 746,519.62 746,519.62 Total 8,944,336.91 8,197,817.29 746,519.6249 Note 1: The Company acquired the 100% control power over Shenzhen Woke Co. by merger of enterprise under common control in May 2007. The difference between the initial investment cost and recognizable fair value of the investee has formed the goodwill of RMB8,197,817.29. No evidence of impairment occurred to Shenzhen Woke Co. thus no impairment provision was provided. Note 2: The Company acquired the minority share equities of Fangda Yide Co. in August 2007. The difference between the initial investment cost and recognizable fair value of the investee has formed the goodwill of RMB746,519.62. For Fangda Yide was not in good business operation for successive years, impairment provision has been provided fully upon the goodwill. (15)Differed income tax asset and differed income tax liabilities (1) Differed income tax asset already recognized Items Balance of book value at end of term Balance of book value at beginning of term Deductible provisional differences Differed income tax asset Deductible provisional differences Differed income tax asset Asset impairment provision 146,756,167.50 24,748,506.21 146,723,770.88 24,653,606.05 Openning expenses Neutralizable losses 50,271,627.02 10,863,155.92 46,163,065.76 9,934,646.80 Change of fair value caused by share option contracts 1,648,500.00 217,125.00 Total 198,676,294.52 35,828,787.13 192,886,836.64 34,588,252.85 (2) Differed income tax liabilities recognized: Items Balance of book value at end of term Balance of book value at beginning of term Taxable provisional difference Differed income tax liability Taxable provisional difference Differed income tax liability Adjustment of investment property fair value 105,124,829.60 24,989,790.27 96,269,231.58 20,996,296.96 Adjustment of sellable financial asset fair value 2,750,000.00 660,000.00 6,266,355.88 1,156,702.15 Change of fair value caused by share option contracts 3,315,075.00 469,908.25 Total 107,874,829.60 25,649,790.27 105,850,662.46 22,622,907.36 Note: Income tax liabilities recognized has increased over the report term, which was caused by provisional difference of tax payable caused by change of fair50 value of investment properties. (3) Particulars about neutralizable provisional difference or losses by non-recognized differed income tax assets Items End of term Beginning of term Asset impairment provision 25,210,401.76 26,140,605.99 Neutralizable losses 62,748,863.82 66,043,811.35 Total 87,959,265.58 92,184,417.34 (4) Neutralizable losses of non-recognized differed income tax assets will due in following years: Year End of term 2010 5,682,547.36 2011 13,910,672.17 2012 17,023,935.45 2013 21,626,494.92 2014 4,505,213.92 Total 62,748,863.82 Note: No termination in advance considered in above chart. (16)Asset impairment provision Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term Written back Transferred Bad debt provision 131,195,667.98 1,807,887.71 953,277.19 132,050,278.50 Inventory impairment provision 3,342,858.30 573,195.67 2,769,662.63 Fixed asset impairment provision 1,574,623.88 177,227.79 1,397,396.09 Impairment provision of intangible asset Goodwill impairment provision 746,519.62 746,519.62 Others Total 136,859,669.78 1,807,887.71 953,277.19 750,423.46 136,902,241.45 Note: Neutralization of inventory impairment provision and fixed asset impairment provision was caused by sales of finished products and fixed assets. (17)Assets with constrained ownership Assets with constrained ownership are: Category of Balance of book value at beginning Increased this Decreased this term Balance of book value at end of Reason of51 assets of term term term limitation Asset under guarantee Fangda Tech Building (The part for rent) 175,985,595.72 4,269,192.84 180,254,788.56 Loan pledge Whole dormitory building 12,063,200.00 459,200.00 12,522,400.00 Loan pledge Whole special workshop 30,686,800.00 786,900.00 31,473,700.00 Loan pledge Fangda Tech Building (The part for own use) 13,549,797.96 75,415.57 13,474,382.39 Loan pledge Fangda Town land using right (Phase I) 4,787,113.60 72,715.68 4,714,397.92 Loan pledge Fangda Town land using right (Phase III) 3,547,428.75 47,830.50 3,499,598.25 Loan pledge Total 240,619,936.03 5,515,292.84 195,961.75 245,939,267.12 Note: Fangda Tech Building (part for rent), dormitory block, and workshop are investment property accounted at fair value, the change was mainly the fluctuation of fair value. (18)Short-term loans Short-term loans are: Categories Balance of book value at end of term Balance of book value at beginning of term Note Borrowings with security and guarantee 210,000,000.00 210,000,000.00 Note 1 Guarantee loan 170,000,000.00 160,000,000.00 Note 2 Loan from discount of notes Total 380,000,000.00 370,000,000.00 Note 1: The short-term borrowing of RMB210 million was secured by Fangda Tech Building (part for rent), dormitory block, workshops, and land using rights (phase I and III) of Fangda Town, and guaranteed by Fangda Decoration, Fangda Automatic, and Fangda New Material. Note 2: In the guaranteed loans, RMB120 million was the short term loans obtained by Fangda New Material and secured by the Company; the rest RMB50 million was the short term loans obtained by Fangda Decoration and secured by the Company. For details please go to Note VI (II). (19)Notes payable Categories Balance of book value at end of term Balance of book value at beginning of term Bank acceptance 40,340,505.65 24,166,495.62 Commercial acceptance Total 40,340,505.65 24,166,495.62 Note 1: Amount due in next fiscal term will be RMB40,340,505.65.52 Note 2: The outstanding book value of notes payable has increased by 66.93% over the report term, which was caused by payment for materials in term of bank notes issued by Fangda New Material and Fangda Automatic. Note 3: The bank notes of RMB9.66 million endorsed by New Material Co. to Hennan Yongtong Aluminium will due on October 23, 2010. (20)Account payable (1) As of June 30, 2010, large amount payable accounts aged over one year: Suppliers Amount Description Reason of overdue Fangda Building provisional booking 1,278,967.69 Project payment Not claimed by the creditor Deawoo Group (South Korea) 900,000.00 Trade Not claimed by the creditor Fujian Quanzhou Sansong Ceramic Development Co., Ltd. 880,000.00 Trade Not claimed by the creditor Total 3,058,967.69 (2) No payables due to shareholders with 5% or above shares of the Company, nor any related parties. (21)Prepayment received (1) As of June 30, 2010, major prepaid accounts due over one year are: Client Amount Description Causation of not settled Shenzhen Metro Co., Ltd. 23,332,333.37 Project payment Service not provided yet China Jiangxi International Economic & Technical Cooperation Co., Ltd. 2,375,366.87 Deposit for goods Part of the goods are not delivered Total 25,707,700.24 (2) No prepayment received from shareholders with 5% or over shares of the Company, nor related parties. (22)Employees’ wage payable Details of remunerations payable to the employees Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term Wage, bonus, allowance and subsidies 90,454.15 30,779,076.75 30,868,048.90 1,482.00 Employee welfare 327,833.07 327,833.07 Social insurance 2,223,983.36 2,223,983.36 Incl. Medical insurance 488,752.69 488,752.69 Basic pension 1,555,659.50 1,555,659.50 Unemployment insurance 17,804.60 17,804.60 Labor injury insurance 141,142.57 141,142.5753 Breeding insurance 20,624.00 20,624.00 Housing fund 0.00 0.00 Dismissing policy 0.00 0.00 Trade union and education allowance 4,493,471.78 41,598.01 152,408.33 4,382,661.46 Non-monetary welfare Compensations for disengagement other than dismissing policy Others Total 4,583,925.93 35,596,474.55 35,796,257.02 4,384,143.46 (23)Tax payable Items Balance of book value at end of term Balance of book value at beginning of term VAT 132,329.22 1,128,944.61 Business tax 15,532,485.13 16,061,526.33 Enterprise income tax 4,017,765.49 7,906,444.14 Personal income tax 474,053.79 347,197.18 City maintenance and construction tax 1,697,702.28 1,694,844.15 Land using tax 235,615.07 663,284.89 Property tax 718,317.81 1,233,880.55 Education surtax 835,613.02 875,283.92 Other taxes 53,256.26 115,369.86 Total 23,697,138.07 30,026,775.63 (24)Interest payable Items Balance of book value at end of term Balance of book value at beginning of term Short-term borrowing interests payable 498,637.50 557,551.25 Total 498,637.50 557,551.25 (25)Other account payable (1) No other payables due to shareholders with 5% or above of shares of the Company, nor related parties. (2) Other payables with large amount in detail: Items Balance of book value at end of term Description Nanchang Fangda Property Co., Ltd. 3,003,798.17 Trade between related parties Jiangsu Tianyi Garment Co., Ltd. 2,000,000.00 Project deposit54 Ningbo Lailai Energy-saving Doors and Windows Co., Ltd. 2,060,000.00 Project deposit Transportation 1,245,005.79 Freight drawn in advance Shenzhen Yachang Color Printing Co., Ltd. 950,000.00 Deposit Total 9,258,803.96 (3) Large amount other payables aged over one year: Items Balance of book value at end of term Description Reason of overdue Ningbo Lailai Energy-saving Doors and Windows Co., Ltd. 2,060,000.00 Project deposit construction in process Nanchang Fangda Property Co., Ltd. 3,003,798.17 Trade between related parties Not claimed by the creditor Total 5,063,798.17 (26)Other current liability Items Balance of book value at end of term Balance of book value at beginning of term Change of fair value caused by share option contracts 1,648,500.00 Total 1,648,500.00 Note: The balance of other current liability was the floating loss of future contracts held by Fangda Decoration Co. and Fangda New Material Co. (27)Other non-recurring liabilities Items Balance of book value at end of term Balance of book value at beginning of term Application and demonstration project of LED lighting tech (Note 1) 1720,000.00 720,000.00 Optical crystal project (Note 2) 1,200,000.00 1,200,000.00 Environmental protection and energy saving project (Note 3) 500,000.00 500,000.00 Graphic grounding production and expanded chip production (Note 4) 500,000.00 500,000.00 Purchasing of equipment for development of high-power chips (Note 5) 800,000.00 850,000.00 Fund for optical products (Note 6) 480,000.00 480,000.00 Total 5,200,000.00 4,250,000.00 Note 1: According to document 粤科计字[2008]145 号issued by Guangdong Department of Science and Technologies, and Guangdong Department of Finance on November 24, 2008, Fangda Guoke was assigned to undertake the “demonstrative project of LED production technologies” with the government fund of RMB3.5 million. According to the agreement engaged between Fangda Guoke and Shenzhen Technologies and Information Committee on January 12, 2010, and the contract 深科工贸信计财字〔2009〕82 号, Shenzhen Technologies and55 Information Committee will provide RMB1 million to support the project led by Fangda Guoke. No government subsidy recognized in the report term. And the government subsidy recognized was accumulated to RMB2,780,000.00 as of June 30, 2010. Note 2: According to the contract engaged between Shenzhen Technologies and Information Bureau and Fangda Guoke Co. (深科信(2009)202 号) in July 2009, the Bureau will provide RMB1.2 million to Fangda Guoke to support the development of “photon crystal production technologies”. Note 3: According to the notice 沈新区委发(2009)52 号issued by Shenyang Hunnan New Zone Administration Committee on August 26, 2009, the Committee provided RMB500 thousand to Shenyang Fangda to support the energy-saving projects. No relative development expenses was made in the report term yet. Note 4: According to the notice 沈新区委发(2009)72 号issued by Shenyang Hunnan New Zone Administration Committee on August 26, 2009, the Committee provided RMB500 thousand to Shenyang Fangda to support the production technologies of graphic background and extension and chips projects. No relative development expenses was made in the report term yet. Note 5. According to document 深科信〔2005〕401 号, Shenzhen Bureau of Finance and Fangda Guoke entered the “Contract on using of technical development fund”. As of December 31, 2008, Fangda Guoke has received the fund for purchasing of equipment in two payment amounted to RMB1 million. In the report term, Fangda Guoke has recognized the government subsidy of RMB50,000.00 against the expected useful life of the equipment and amortizing of intangible assets. As of June 30, 2010, the government subsidy recognized was accumulated to RMB200,000.00. Note 6. According to document 沈信产发〔2008〕27 号issued by Shenyang Information Industry Bureau and Shenyang Bureau of Finance on July 17, 2008, Shenyang Fangda received RMB480 thousand of subsidy to support the production technologies of graphic background and extension and chips projects. No related expenses were made by Shenyang Fangda in the report term. (28)Share capital Change of capital shares: Class of shareholding Balance of book value at beginning of term Changed this term Balance of book value at end of term Amount of shares Proportion Issuing of new shares Bonus shares Transferred from reserves Others Sub-total Amount of shares Proportion I. Shares with conditional subscription 1. State-owned shares 2. State legal person shares 3. Other domestic shares 65,073 0.02% 47,945,200 4,555 47,949,755 48,014,828 9.52%56 Incl. Non-government domestic legal person shares 18,200,000 18,200,000 18,200,000 3.61% Domestic natural person shares 65,073 0.02% 29,745,200 4,555 29,749,755 29,814,828 5.91% 4. Overseas shareholding Incl. Shares held by foreign legal persons Foreign natural person shares Total of conditional shares 65,073 0.02% 47,945,200 4,555 47,949,755 48,014,828 9.52% III. Shareholding without limitation to sell 1. RMB common shares 217,405,903 50.94% 15,218,414 15,218,414 232,624,317 46.10% 2. Foreign shares placed in the country 209,315,383 49.04% 14,652,076 14,652,076 223,967,459 44.38% 3. Foreign shares placed abroad 0 0 4. Others 0 0 Total of unconditional shares 426,721,286 99.98% 29,870,490 29,870,490 456,591,776 90.48% Total of capital shares 426,786,359 100.00% 29,875,045 77,820,245 504,606,604 100.00% Note 1: The Shareholders’ Annual Meeting held on February 27, 2010 approved the plan for profit distribution and capitalizing of capital reserves for year 2009. Basing on the total capital shares of 426,786,359 at present, 0.7 shares was about to be added to each 10 shares, totally 29,875,045 was about to be added with face value of RMB1. After the change, the registered capital of the Company will be RMB456,661,404.00. This was approved by Shenzhen Trade and Industry Bureau with document 深贸工资复〔2010〕1278 号. This change of share capital has been verified by Shenzhen Nanfang Minhe CPA Co., Ltd. by the Verification Report of 深南验字 (2010)第186 号. Note 2: On May 27, 2010, the Company was approved by China Securities Regulatory Committee with document 证监许可[2010]720 号文to issue up to 100 million new A shares privately. Basing upon the subscription situation and the procedures and rules as setout by “Invitation of Private Share Subscription by China Fangda Group Co., Ltd.”, the amount of shares to be issued was 47,945,200 and at price of RMB7.30 each. Totally RMB349,999,960.00 was raised. The issuing fee was totaled to RMB14,614,888.27, and RMB47,945,200.00 was accounted into share capital, and RMB287,439,871.73 into capital reserves.This was approved by Shenzhen Trade and Industry Bureau with document 深贸工资复〔2010〕1680 号. On June 25, 2010, the Company was granted the “Certificate for Overseas Chinese Invested Enterprise of PRC” 深圳市57 人民政府商外资资审A 字〔2000〕0025 号. This change of share capital has been verified by Shenzhen Nanfang Minhe CPA Co., Ltd. by the Verification Report of 深南验字(2010)第197 号. (29)Capital reserves Change of capital reserves: Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term Share capital premium 31,774,896.75 287,439,871.73 29,875,045.00 289,339,723.48 Other capital reserves 48,847,591.92 7,296,195.48 41,551,396.44 Total 80,622,488.67 287,439,871.73 37,171,240.48 330,891,119.92 Note 1: Capital reserves – share capital premium has increased by RMB287,439,871.73, for details please see (28). Note 2: Capital reserves – other capital reserves decreased by RMB7,296,195.48 which was caused by transferring off of RMB2,694,453.18 for disposal of disposable financial assets by Fangda Decoration. The floating loss of hedge instrument held by Fangda Decoration and Fangda New Material were totaled to RMB4,601,742.3. (30)Surplus reserves Change of surplus reserves: Items Balance of book value at beginning of term Increased this term Decreased this term Balance of book value at end of term Statutory surplus reserves 13,360,180.84 13,360,180.84 Total 13,360,180.84 13,360,180.84 (31)Retained profit Change of retained profit: Items Current term Retained profit at end of last year 102,526,565.06 Plus: Adjusted amount of retained profit at beginning of year (“-“ for decrease) Retained profit at beginning of term Plus: Net profit attributable to owners of the parent company 33,608,581.42 Attributable profit 136,135,146.48 Less: Statutory surplus reserves Optional surplus reserves Common risk provisions Common share dividend payable Common share dividend transferred to capital share Retained profit at the end of term 136,135,146.4858 (32)Operational turnover and costs (1) Details of business turnover and costs: Items Occurred current term Amount occurred in same period last year Turnover 423,379,762.74 369,945,313.89 Incl. Main business turnover 401,760,236.81 350,638,619.01 Other business income 21,619,525.93 19,306,694.88 Operation cost 339,167,650.59 299,542,925.11 Incl. Main business cost 330,318,126.57 290,238,006.17 Other business cost 8,849,524.02 9,304,918.94 (2) Main business turnover classified on industries: Name of industry Occurred current term Amount occurred in same period last year Turnover Operation cost Turnover Operation cost Metal production 325,621,513.69 261,964,502.91 334,284,109.81 272,112,582.12 Railroad industry 71,094,433.93 58,550,560.42 13,587,138.12 11,729,541.25 Lighting product industry 5,044,289.18 9,803,063.24 2,767,371.08 6,395,882.80 Total 401,760,236.81 330,318,126.57 350,638,619.01 290,238,006.17 (3) Main business turnover distribution on products: Products or services Occurred current term Amount occurred in same period last year Turnover Operation cost Turnover Operation cost Glass wall products 262,032,844.14 206,882,304.89 241,704,924.43 208,406,919.30 Aluminum products 63,588,669.55 55,082,198.02 92,579,185.39 63,705,662.83 Metro screen door products 71,094,433.93 58,550,560.42 13,587,138.12 11,729,541.25 LED products 5,044,289.18 9,803,063.24 2,767,371.07 6,395,882.80 Total 401,760,236.81 330,318,126.57 350,638,619.01 290,238,006.17 (3) Main business turnover distribution on districts: Name of districts Occurred current term Amount occurred in same period last year Turnover Operation cost Turnover Operation cost Domestic 390,733,338.54 321,634,382.27 303,925,759.13 261,036,987.53 Overseas 11,026,898.27 8,683,744.30 46,712,859.88 29,201,018.64 Total 401,760,236.81 330,318,126.57 350,638,619.01 290,238,006.17 (5) Turnover from top five clients59 Name of clients Occurred current term Portion in total turnover Shenzhen Greenview Property Co., Ltd. 67,007,039.04 15.83% Hangzhou Qide Property Co., Ltd. 25,045,371.43 5.92% Shenzhen Line 2, 1st phase 28,283,287.18 6.68% Shenzhen Civil Construction Bureau 23,792,767.86 5.62% Shenzhen Line 1 14,326,322.74 3.38% Total 158,454,788.25 37.43% (33)Contract project turnover Gains of contract projects recognized in the report term accounted for over 10% of the total operational income: Project Total amount Accumulated costs occurred Accumulated gross profit recognized (“-“ for loss) Amount settled Predicted loss Cause for predicted loss Shenzhen Greenview Jiyuan 135,684,110.41 46,151,249.66 20,855,789.38 10,133,585.00 Total 135,684,110.41 46,151,249.66 20,855,789.38 10,133,585.00 (34)Business tax and surcharge Class of tax Occurred current term Amount occurred in same period last year Rate Business tax 5,739,170.20 8,113,975.10 See Note III - 1 City maintenance and construction tax 428,473.80 632,099.14 See Note III - 1 Property tax 423,369.34 Others 677,371.86 721,519.31 Total 7,268,385.20 9,767,330.95 (35)Financial expenses Items Occurred current term Amount occurred in same period last year Interest expense 8,949,946.50 11,684,820.18 Less: Incoming interests 655,857.65 2,945,262.09 Plus: Exchange loss 236,298.81 157,988.00 Less: Exchange gain 9,323.92 4,894.80 Commission charges and others 1,668,533.39 871,895.74 Total 10,189,597.13 9,764,547.03 (36)Income from change of fair value Source of income from fluctuation of fair value Occurred current term Amount occurred in same period last year60 Investment property measured at fair value 6,553,456.32 2,385,370.72 Others 1,130,025.80 Total 6,553,456.32 3,515,396.52 (37)Investment income (1) Investment income by resources: Sources of investment gains Occurred current term Amount occurred in same period last year Gains from long-term equity investment Long-term equity investment gains on equity basis Investment gains from disposal of transactional financial assets Investment gains from disposal of disposable financial assets 3,176,516.97 16,614,079.31 Other investment income -2,450.00 308,534.09 Total 3,174,066.97 16,922,613.40 Note: Investment gains decreased by 81.24% from the same period of last year, which was caused by greater gains from investment in disposable financial assets in last year. (38)Asset impairment loss Items Occurred current term Amount occurred in same period last year Bad debt losses 854,610.52 3,759,400.66 Inventory impairment losses Total 854,610.52 3,759,400.66 (39)Non-operational income Items Occurred current term Amount occurred in same period last year Total of gains from disposal of non-current assets 10,727,318.70 2,580.00 Incl. Gains from disposal of fixed assets 4,181,049.33 2,580.00 Gains from debt reorganization 20,603.21 211,729.61 Gains from governmental subsidy (Note 1) 3,673,500.00 590,000.00 Penalty income 86,341.65 59,221.00 VAT offset and transferred in 0.00 3,594.08 Income from penalties 4,000.00 2000 Payable account not able to be paid 88,520.46 9,672.69 Others 143,763.53 537,778.50 Total 14,744,047.55 1,416,575.8861 Note 1: Details of gains from government subsidies: Items Occurred current term Amount occurred in same period last year Shenzhen 863 Scheme funding 3,430,000.00 Financing for intellectual property 66,000 Award for export in the 1st half of 2009 60,000.00 Award for significant contribution of 2009 100,000.00 Award for international market exploring 10,000.00 Foreign trade development fund 3,500.00 Provincial Technical Award 2008 20,000.00 Amortizing of cost for development equipment of high-power LED chips 50,000.00 Award from Mid-Small Enterprise Export Fund 18,000.00 Award for key enterprises provided by Jiangxi Bureau of Finance 60,000.00 Enterprise development special fund 396,000.00 Others 50,000.00 Total 3,673,500.00 590,000.00 Note 1: Other receivable account increased by 795.84% in the report term. Which was caused by engaging of the Land Retrieving Compensation Agreement by Fangda Aluminum and Nanchang High-tech Industry Zone Administration Committee to retrieve the land under possession of Aluminum Co. amounted to RMB30.6043 million. As of the end of report term, the Land Retrieving Agreement has been engaged with Nanchang State Land Resource Bureau and the deregistration procedures have been completed and the asset disposal income of RMBRMB10,727,318.70 million was recognized. (40)Non-operational expenditure Items Occurred current term Amount occurred in same period last year Total of loss from disposal of non-current assets 301,542.48 168,452.62 Incl. Loss from disposal of fixed assets 301,542.48 168,452.62 Losses from debt restructuring 227,555.80 75,911.82 Donations 572,762.20 VAT income transferred out 0.00 1,743.59 Other (Note 2) 28,751.94 38,027.27 Total 1,130,612.42 284,135.30 Note 1. Non-operational expenditures increased by 279.91% over the same period of last year, which was caused by increasing of external donations.62 (41)Income tax expenses Composition of income tax of the report term: Items Occurred current term Amount occurred in same period last year Income tax calculated according to the law and regulations of current term 3,500,469.18 Adjustment of differed income tax 2,985,816.65 -892,969.03 Total 6,486,285.83 -892,969.03 Note 1: Income tax of the current term was RMB3,500,469.18, which was formed by Fangda Decoration in the report term. Note 2: Please go to Note V (15) for the differed income tax. (42)Calculation formula of basic earnings per share and diluted earnings per share According to “Information Disclosure Rules No.9 – Calculation and disclosure of net earnings on asset and earnings per share” (中国证券监督管理委员会公告[2010]2 号) and “Explanation Announcement of Information Disclosure No. 1 – Non-recurring gain/loss” (中国证券监督管理委员会公告[2008]43 号), the earnings per share is calculated as the following: 7. Calculation outcome Profit of the report period Current term Same period of last term Basic earnings per share Diluted earnings per share Basic earnings per share Diluted earnings per share Net profit attributable to common share holders of the Company (I) 0.074 0.074 0.066 0.066 Net profit attributable to common share holders of the Company after deducting of non-recurring gain/loss (II) 0.029 0.029 0.021 0.021 8. Formula of earnings per share Items No. Current term Same period of last term Net profit attributable to common shareholders of the Company 1 33,608,581.42 30,076,634.28 Non-recurring gain/loss attributable to the net profit of common shareholders of the parent company after deducting of income tax influences 2 17,742,899.97 20,432,739.71 Net profit attributable to common share holders of the Company after deducting of non-recurring gain/loss 3=1-2 13,165,642.02 9,643,894.57 Total of shares at beginning of shares 4 426,786,359.00 426,786,359.00 Amount of shares increased by capitalizing of common 5 29,875,045.00 29,875,045.0063 Items No. Current term Same period of last term reserves or share dividend Amount of shares increased by issuing of new shares or transforming of debt to shares 6 47,945,200.00 The number of months from the next month of share increasing by issuing of new shares or transferring of debts to the end of report term 7 Amount of shares decreased by repurchasing of shares in the report term 8 The number of months since the next month of share decreasing to the end of report term 9 Amount of shares reduced 10 Number of months in the report term 11 6 6 Weighted average of common shares issued outside (I) 12=4+5+6×7 ÷11-8×9÷11-10 456,661,404 456,661,404 Weighted average of common shares issued outside adjusted for merger under common control (II) 13 Basic earning per share (I) 14=1÷12 0.074 0.066 Basic earning per share (II) 15=3÷13 0.029 0.021 Diluting potential common share interests recognized as expenses 16 Income tax rate 17 Transformation fees 18 Amount of shares increased by transforming or exercising of company bond, subscription certificate, or share option 19 Diluted earning per share (I) 120=[1+(16-18)× (1-17)]÷(12+19) 0.074 0.066 Diluted earning per share (II) 21=[3+(16-18) ×(1-17)]÷(13+19) 0.035 0.021 9. Common shares issued by the Company or potential common shares are not changed significantly during the period between the balance sheet day and the approving day of the financial report, thus not to be diluted (43)Other misc incomes Items Occurred current term Amount occurred in same period last year 1. Gains (losses) from sellable financial assets -346,410.96 1,335,017.58 Less: Income tax influence of sellable financial assets -21,210.41 224,466.42 Net amount written into other gains and transferred into gain/loss in previous terms 2,694,453.18 5,697,539.05 Sub-total -3,019,653.73 -4,586,987.8964 (44)Notes to the Cash Flow Statement 1. Other cash inflow related to operation Other cash received relating to business operation in the report term was RMB39,549,834.46. The details are: Items Amount of the Current Term Amount of the same period of last year Interest income 1,470,819.53 2,500,365.59 Allowance income 4,623,500.00 2,487,000.00 Bidding deposit retrieved 13,991,502.00 12,124,998.00 Net amount of operational trade retrieved 10,449,421.25 2,867,353.99 Total 30,535,242.78 19,979,717.58 2. Other cash paid related to operation Other cash paid relating to business operation in the report term was RMB58,027,646.80. The details are: Items Amount of the Current Term Amount of the same period of last year Administrative fees paid 10,157,049.59 8,212,409.76 2. Share in other misc. income of the invested company on equity basis Less: Income tax influence of shares in other gains of investees on equity basis Net amount written into other gains and transferred into gain/loss in previous terms Sub-total 3. Amount of gains (or losses) from cash flow hedge instrument -1,648,500.00 Less: Income tax influence of cash flow hedge instruments -217,125.00 Net amount written into other gains and transferred into gain/loss in previous terms 2,845,166.75 Adjusted amount transferred to initial amount of the target project Subtotal -4,276,541.75 4. Difference from translating of foreign currency financial statements Less: Net amount of disposing overseas business and transferred to current gain/loss Sub-total 5. Others Less: Income tax influence by other accounted into other misc. incomes Net amount accounted into other misc. income and transferred into current gain/loss in previous terms Sub-total Total -7,296,195.48 -4,586,987.8965 Sales expenses paid 5,202,990.18 5,405,087.64 Deposit and guarantee paid 16,405,862.48 10,832,180.00 Individual borrowing 5,820,664.17 5,626,365.69 Net deposit for drafts 9,854,385.82 Total 47,440,952.24 30,076,043.09 3. Other cash paid related to financing Other cash paid relating to financing operation in the report term was RMB2,987,419.79. The details are: Items Amount of the Current Term Amount of the same period of last year Payment of share placing fee 2,978,629.66 Net amount of deposit for related notes paid 95,901,563.87 Total 2,978,629.66 95,901,563.87 (45)Appendix of Cash Flow Statement (1) Net profit adjusted to cash flow of business operation on indirect basis Supplementary Info. Amount of the Current Term Amount of the same period of last year 1.Net profit adjusted to cash flow of operation: 净利润Net profit 30,299,235.03 27,043,148.61 Plus: Asset impairment provision 854,610.52 3,759,400.66 Fixed asset depreciation, gas and petrol depreciation, production goods depreciation 8,978,617.31 10,712,455.50 Amortizing of intangible assets 2,068,702.68 960,918.84 Amortizing of long-term expenses Loss from disposal of fixed assets, intangible assets, and other long-term assets (“-“ for gains) -10,425,776.22 147,240.06 Loss from fixed asset discard (“-“ for gains) 1,550.00 Loss from fluctuation of fair value (“-“ for gains) -6,553,456.32 -3,515,396.52 Financial expenses (“-“ for gains) 9,008,860.25 10,843,491.21 Investment loss (“-“ for gains) -3,174,066.97 -16,922,613.40 Decrease of deferred income tax asset (“-“ for increase) -1,240,534.28 -922,896.29 Increase deferred income tax asset (“-“ for decrease) 3,026,882.91 -890,743.04 Decrease of inventory (“-“ for increase) -31,020,490.97 -45,388,387.73 Decrease of operational receivable items (“-“ for increase) -67,372,855.81 41,560,785.86 Increase of operational payable items (“-“ for decrease) 26,022,948.81 17,640,522.11 其他Others 0.00 Cash flow generated by business operation, net -39,527,323.06 45,029,475.86 2. Major investment and financing activities not involving in cash66 Supplementary Info. Amount of the Current Term Amount of the same period of last year flow Liabilities converted to capital Convertible bond expire in 1 year Fixed assets leased through financing 3. Change of cash and cash equivalents Balance of cash at period end 498,849,443.70 173,845,934.26 Less: Initial balance of cash 210,823,550.83 112,333,106.38 Plus: Balance of cash equivalents at the period end Less: Initial balance of cash equivalents Net increasing of cash and cash equivalents 288,025,892.87 61,512,827.88 (2) Cash and cash equivalents Items Amount of the Current Term Amount of the same period of last year I. Cash 498,849,443.70 173,845,934.29 Incl: Cash in stock 17,490.02 59,076.93 Bank savings could be used at any time 498,831,953.68 173,786,857.36 Other monetary capital could be used at any time Usable money in Central Bank Money saved in associated financial bodies Money from associated financial bodies II. Cash equivalents Incl. Bond investment due in 3 months III. Balance of cash and cash equivalents at end of term 498,849,443.70 173,845,934.29 IV. Cash and cash equivalents of subsidiaries within the parent company or group under constrains 六、Related parties and transactions (29)Relationship 1. Main related parties of the Company Name of the parties Ownership type Reg. Add. Legal representative Business property Registered capital (RMB0’000) Organization code Shareholding in the Company Voting power in the Company Shenzhen Banglin Technologies Development Co., Ltd. Ltd. liability Shenzhen Chen Jinwu Industrial investment 3,000.00 72984005-5 10.04% 10.04%67 Shenzhen Shilihe Investment Co., Ltd. Ltd. liability Shenzhen Wang Shengguo Industrial investment 1,978.0992 72984450-7 4.43% 4.43% Hong Kong Onforce International Co., Ltd. Ltd. liability HK Industrial investment N/A 3.75% 3.75% 2. Particulars of the subsidiaries For details of the subsidiaries please go to Note IV – Merger of enterprises and consolidated financial statements 3. Affiliates Name of the parties Relation with the Company Organization code Nanchang Fangda Property Co., Ltd. Affiliate of the fully-owned subsidiary 66203343-4 (30)Related party transactions Guarantees among the related parties Guarantor The beneficiary Amount guaranteed Target of guarantee Completed or not Fangda Decoration, Fangda Automatic, Fangda New Material The Company 210,000,000 Loans No The Company Fangda New Material 18,000,000.00 Loans No 16,000,000.00 Loans No 16,000,000.00 Loans No 15,000,000.00 Loans No 15,000,000.00 Loans No 40,000,000.00 Loans No 6,222,141.26 Note No 370,752.47 Guarantee letter No The Company Fangda Decoration 50,000,000.00 Loans No 13,684,637.63 Note No 149,226,207.56 Guarantee letter No The Company Fangda Automatic 9,028,884.45 Note No 104,662,400.34 Guarantee letter No 17,402,214.00 L/C No68 (31)Balance of trade with related parties Name of the parties Subject Balance of book value at end of term Balance of book value at beginning of term Amount Proportion Amount Proportion Nanchang Fangda Property Co., Ltd. Other account payable 3,003,798.17 3.63% 3,000,000.00 10.32% 七、Contingent issues 1. Major unsettled lawsuits Plaintiff The defender Case description The court Target amount Progress Fangda Guoke Hainan Tianyi International Building Co., Ltd. project payment lawsuit Haikou Longhua People’s Court RMB2,450,811.54 and interest Opened for trial but not judged China Fangda Group Co., Ltd. Panasonic Electronics (China) Ltd. Patent claiming Guangzhou Middle Court RMB10 mil. Waiting for 1st trial Wang Weihong Fangda Decoration Project dispute Chongqing Middle Court RMB707 and interest Not opened for trial (1) On December 17, 2009, Fangda Guoke appealed to Haikou Longhua People’s Court against Hainan Tianyi International Building Co., Ltd. for the overdue payment of LED system of Hainan Tianyi International Building. The claim was RMB2,450,811.54 of overdue payment and relative interests. The case was under trial as of June 30, 2010. (2) On March 31, 2010, the Company sued to the Middle Court of Guangzhou claiming for protection of the Company’s two patent rights violated by Panasonic Electronics (China) Ltd. in proceeding of PSD system of Guangzhou Metro. The claiming was to stop the violating activity and compensation of RMB10 million. This cash was accepted by the court and waiting for trial. (3) In 2010, Wang Weihong sued to Chongqing Middle Court claiming for the project payment of RMB1707, this case was not opened for trial yet and under paperwork. 2. Major lawsuits settled but not executed completely (1) On January 13, 2002, Shenzhen Fangda Decoration Engineering Co., Ltd. (Fangda Decoration) appealed to Dalian Arbitration Committee against Dalian Hongjin World Trade Center for the outstanding payment of RMB22,112,004.30 and interests.69 On July 28, 2008, Dalian Arbitration Committee judged with [2002]大仲字第228 号that Dalian Hongjin World Trade Center Co., Ltd. shall pay RMB19,194,665.60 and interest to Fangda Decoration in 10 days. (In which interest of RMB17,414,863.00 will be charged since December 1, 2001; interest of RMB1,779,802.60 will be charged since December 1, 2002.) As of December 31, 2009, the Company has not received any payment from Dalian Hongjin World Trade Center Co., Ltd. Fangda Decoration has filed to the court for enforcement. The court has frozen the property under its possession with value of RMB25 million. (2) On November 24, 2004, Shanxi Taiyuan Middle Court issued the Civil Judgment (2004) 并民初字第322 号that Shanxi No.2 Construction Co., Ltd. and Shanxi Taiyuan Police Station should make the payment of RMB11,506,930.98 to Fangda Decoration in two disbursement. As of June 30, 2010, Fangda Decoration has received RMB5,272,450.00, but the rest has not been received yet. (3) On May 10, 2002, Shenzhen Middle Court issued the Civil Settlement Letter (2002)深 中法经一初字第170 号by which required Shenzhen Department Store Co., Ltd. to pay RMB7,866,847.00 to Fangda Decoration before April 30, 2003. If the payment was paid on time and in full amount, Fangda Decoration will waive the right to claim for the interest, otherwise Fangda Decoration will claim for the interests related to the above overdue payment.As of June 31, 2010, Fangda Decoration has retrieved RMB4,675,769.64 (including RMB3,853,158.00 compensated by Room 517 and 518 of Shenzhen Department Store Building, but the property has not officially transferred yet.), the rest payment has not been received yet. (4) On January 2, 2003, Guangzhou Middle Court issued the Civil Settlement Letter (2002) 穗中法民三初字第00596 号requiring Guangzhou Yi’an Plaza Property Development Co., Ltd. to pay RMB5,621,329.63 to Fangda Decoration in 15 days. As of December 31, 2009, Fangda Decoration has received RMB1,950,000.00, and the rest of payment has not been received yet. (5) On March 25, 2002, Guangdong Zhongshan Middle Court issued the Civil Judgment ( 2001 ) 中中经初字第140 号requiring Zhongshan Jianlian Property Co., Ltd. to pay RMB5,569,420.54 of principal and RMB220,000.00 of interest to Fangda Decoration. As of December 31, 2009, Fangda Decoration has received RMB3,717,577.00, and the rest of payment has not been received yet. 3. Contingent liabilities formed by providing of guarantee to other parties and financial influences As of June 30, 2010, all of the guarantees provided by the Company were to the subsidiaries, please see Note VI (2) for details. As of June 30, no other major contingent issues other than the above to be disclosed. 4. Issuing of guarantee letters and L/Cs Provider of the guarantees Unsettled guarantee letter amount Unsettled L/C amount (USD)70 Fangda Decoration 150,066,007.56 Fangda Automatic 104,662,400.34 17,402,214.00 Fangda Yide Co. 750,000.00 Fangda New Material 370,752.47 Total 255,849,160.37 17,402,214.00 As of June 30, 2010 no other major contingent issues other than the above to be disclosed. 八、Significant commitments (32)Significant commitments 1. Pledging of the Company’s own property for bank loans are demonstrated in Note V. 2. Details of guarantees provided between the Company and its subsidiaries for bank credits are: (1) As of June 30, 2010, the Company have provided guarantees to the subsidiaries for bank credits: Name of companies Amount Note Fangda New Material 258,000,000.00 Practical situations are demonstrated in Note VI (II) Fangda Decoration 320,000,000.00 Fangda Automatic 310,000,000.00 Total 888,000,000.00 (2) As of June 30, 2010, the subsidiaries have provided guarantees to the Company for bank credits: Name of companies Amount Note Fangda Decoration, Fangda Automatic, Fangda New Material 210,000,000.00 Total 210,000,000.00 (33)Fulfilling of commitments made in previous terms Commitments made by the Company in previous terms were exercised normally along with repaying of loans by the receiver of guarantees. As of June 30, 2010, the Company has no major commitment issues to be disclosed other than the above. 九、Post-balance-sheet issues None71 十、Other significant issues (34)Leases As of June 30, 2010, the properties for rent are: (35)Items on fair value basis Items Fair value at beginning of term Gain/loss from change of fair value in the term Accumulative change in fair value accounted into equities Impairment provisions provided in the current term Fair value at end of term I. Financial assets 7,520,445.42 -3,019,653.73 3,150,000.00 1. Financial assets on fair value and changes accounted into current gain/loss (Derivate financial assets excluded) 2. Derivate financial assets 3. Disposable financial assets 7,520,445.42 -3,019,653.73 3,150,000.00 II. Financial liabilities -4,276,541.75 -1,648,500.00 II. Investment property 259,497,678.80 6,553,456.32 266,051,135.12 III. Production biological assets IV. Others Total 267,018,124.22 6,553,456.32 -7,296,195.48 267,552,635.12 十一、Notes to the main items of the financial statements of the parent company (I) Account receivable (1) Account receivable is categorized as: Categories Balance of book value at end of term Book value Bad debt provision Net amount Category of property for rent Balance of book value at end of term Balance of book value at beginning of term Investment properties 266,051,135.12 259,497,678.80 Total 266,051,135.12 259,497,678.8072 Amount Ratio (%) Amount Providing rate (%) Single receivable account with mass amount 8,279,817.46 100.00% 827,981.75 10.00% 7,451,835.71 No major amount individually but with great risk after combined with others with similar credit risk Other non-material receivables Total 8,279,817.46 100.00% 827,981.75 10.00% 7,451,835.71 Categories Balance of book value at beginning of term Book value Bad debt provision Net amount Amount Ratio (%) Amount Providing rate (%) Single receivable account with mass amount 10,117,310.57 88.67% 1,011,731.06 10.00% 9,105,579.51 No major amount individually but with great risk after combined with others with similar credit risk Other non-material receivables 1,293,252.64 11.33% 38,797.58 3.00% 1,254,455.06 Total 11,410,563.21 100.00% 1,050,528.64 9.21% 10,360,034.57 (2) Receivable accounts on ages: Age Balance of book value at end of term Amount Ratio (%) Bad debt provision Net amount within 1 year 1-2 yrs (included) 8,279,817.46 100.00% 827,981.75 7,451,835.71 Total 8,279,817.46 100.00% 827,981.75 7,451,835.71 Age Balance of book value at beginning of term Amount Ratio (%) Bad debt provision Net amount within 1 year 1,293,252.64 11.33% 38,797.58 1,254,455.06 1-2 yrs (included) 10,117,310.57 88.67% 1,011,731.06 9,105,579.51 Total 11,410,563.21 100.00% 1,050,528.64 10,360,034.57 (3) Bad debt provisions on receivable accounts with minor single amount but test individually Description of the Book value at end of term Bad debt provision Rate Reason73 receivable accounts PSD project payment receivable 8,279,817.46 827,981.75 10.00% provided according to ages Total 8,279,817.46 827,981.75 10.00% (4) Large amount receivables at end of year: Name of the companies Relation with the Company Amount at end of term Age % in total receivables No.1 Screen door client 8,279,817.46 1-2 yrs 100.00% Total 8,279,817.46 100.00% (5) As of June 30, 2010, there is no outstanding receivable due from shareholders with 5% or over of the Company’s shares. (II) Other account receivable (1) Other account receivable classified as the following: Categories Balance of book value at end of term Book value Bad debt provision Net amount Amount Ratio (%) Amount Providing rate (%) Other receivable with major individual amount 127,559,962.65 98.20% 127,559,962.65 No major amount individually but with great risk after combined with others with similar credit risk 1,240,371.38 0.95% 736,183.88 59.35% 504,187.50 Other minor other receivables 1,094,471.46 0.85% 46,865.20 4.28% 1,047,606.26 Total 129,894,805.49 100.00% 783,049.08 0.62% 129,111,756.41 Categories Balance of book value at beginning of term Book value Bad debt provision Net amount Amount Ratio (%) Amount Providing rate (%) Other receivable with major individual amount 245,226,562.75 96.23% 245,226,562.75 No major amount individually but with great risk after combined with others with similar credit risk 1,087,421.00 0.43% 570,233.51 52.44% 517,187.49 Other minor other receivables 8,509,385.81 3.34% 51,475.33 0.60% 8,457,910.48 Total 254,823,369.56 100.00% 621,708.84 0.24% 254,201,660.72 (2) Other receivable accounts demonstrated by ages: Age Balance of book value at end of term Amount Ratio (%) Bad debt provision Net amount within 1 year 128,621,726.50 99.02% 31,852.92 128,589,873.5874 1-2 yrs (included) 2-3 yrs (included) 6,707.61 0.01% 2,012.28 4,695.33 Over 3 yrs 1,266,371.38 0.97% 749,183.88 517,187.50 Total 129,894,805.49 100.00% 783,049.08 129,111,756.41 Age Balance of book value at beginning of term Amount Ratio (%) Bad debt provision Net amount within 1 year 219,689,235.09 86.21% 49,463.05 219,639,772.04 1-2 yrs (included) 34,040,005.86 13.36% 34,040,005.86 2-3 yrs (included) 6,707.61 2,012.28 4,695.33 Over 3 yrs 1,087,421.00 0.43% 570,233.51 517,187.49 Total 254,823,369.56 100.00% 621,708.84 254,201,660.72 (4) Other top 5 debtors of other receivables: Name of the companies Specification Relation with the Company Book value at end of term Age Portion in total other receivable accounts (%) Fangda New Material Trade with subsidiary Controlled subsidiaries 73,217,862.06 within 1 year 56.37% HK Junjia Trade with subsidiary Controlled subsidiaries 30,375,198.31 within 1 year 23.38% Fangda Decoration Trade with subsidiary Controlled subsidiaries 14,547,328.25 within 1 year 11.20% Fangda Guoke Trade with subsidiary Controlled subsidiaries 3,691,444.46 within 1 year 5.52% 3,484,947.27 1-2 yrs Shenzhen Changshou Pharmacy Co., Ltd. Compensation for building Trading company 984,375.00 Over 3 yrs 0.76% Total 126,301,155.35 97.23% (4) Receivable accounts due from related parties Name of the companies Relation with the Company Book value at end of term Portion in total other receivable accounts (%) Fangda New Material Fully-owned subsidiary 73,217,862.06 56.37% HK Junjia Fully-owned subsidiary 30,375,198.31 23.38% Fangda Decoration Fully-owned subsidiary 14,547,328.25 11.20% Fangda Guoke Subsidiary of controlled subsidiary 7,176,391.73 5.52% Decoration Co. Nanchang Branch Branch of fully-owned subsidiary 1,000,000.00 0.77% Automatic Co. Nanchang Branch Branch of fully-owned subsidiary 1,000,000.00 0.77% Shenyang Fangda Controlled subsidiaries 243,182.30 0.19% Total 127,559,962.65 98.80%75 (III)Long-term share equity investment Long-term equity investment: Company invested in Calculating basis Initial costs Balance of book value at beginning of term Changed this term (- for decrease) Balance of book value at end of term Fangda Decoration Cost basis 95,000,000.00 95,000,000.00 95,000,000.00 Fangda Aluminium Cost basis 19,800,000.00 3,773,279.17 3,773,279.17 Fangda Yide Co. Cost basis 19,907,760.00 HK Junjia Cost basis 10,600.00 Fangda Automatic Cost basis 45,000,000.00 45,000,000.00 45,000,000.00 Fangda New Material Cost basis 74,496,600.00 74,496,600.00 74,496,600.00 Shenyang Fangda Cost basis 109,560,000.00 108,852,073.85 108,852,073.85 Total 363,067,033.85 327,121,953.02 327,121,953.02 Company invested in Share proportion (%) Voting rights (%) Impairment provision Impairment provision provided this term Cash dividend of the current term Fangda Decoration 95.00 95.00 Fangda Aluminium 99.00 99.00 16,026,720.83 Fangda Yide Co. 75.00 75.00 19,907,760.00 HK Junjia 100.00 100.00 10,600.00 Fangda Automatic 90.00 90.00 Fangda New Material 75.00 75.00 Shenyang Fangda 64.58 64.58 Chongqing Fangda 25.00 25.00 Total 35,945,080.83 (IV) Operational turnover and costs (1) Details of business turnover and costs: Items Occurred current term Amount occurred in same period last year Turnover 18,558,245.60 17,409,790.44 Incl. Main business turnover 184,615.38 338,559.83 Other business income 18,373,630.22 17,071,230.61 Operation cost 4,777,841.15 4,470,349.48 Incl. Main business cost 131,726.94 211,937.64 Other business cost 4,646,114.21 4,258,411.84 (2) Main business turnover distribution on products: Products or services Occurred current term Amount occurred in same period last year76 Turnover Operation cost Turnover Operation cost Metro screen door products 184,615.38 131,726.94 338,559.83 211,937.64 Rental 14,666,834.11 945,726.68 14,049,748.27 1,143,860.26 Others 3,706,796.11 3,700,387.53 3,021,482.34 3,114,551.58 Total 18,558,245.60 4,777,841.15 17,409,790.44 4,470,349.48 (3) Top 5 clients Name of clients Occurred current term Portion in total turnover (%) Shenzhen Yachang Color Printing Co., Ltd. 6,401,037.08 34.49% Shenzhen Taishan Online Tech Co. Ltd. 843,733.25 4.55% Shenzhen Xinke Tech Co., Ltd. 588,372.24 3.17% Shenzhen Guangfeng Optical & Electronics Co., Ltd. 449,007.00 2.42% Shenzhen Yiaote Tech Co., Ltd. 431,671.60 2.33% 合计Total 8,713,821.17 46.95% (V) Appendix of Cash Flow Statement Supplementary Info. Amount of the Current Term Amount of the same period of last year 1.Net profit adjusted to cash flow of operation: Net profit 5,936,531.75 2,824,368.62 Plus: Asset impairment provision -240,157.03 109,165.46 Fixed asset depreciation, gas and petrol depreciation, production goods depreciation 734,292.69 914,022.01 Amortizing of intangible assets 447,681.75 259,397.68 Amortizing of long-term expenses Loss from disposal of fixed assets, intangible assets, and other long-term assets (“-“ for gains) Loss from fixed asset discard (“-“ for gains) Loss from fluctuation of fair value (“-“ for gains) -6,498,256.32 -2,249,337.72 Financial expenses (“-“ for gains) 2,648,600.20 2,788,133.57 Investment loss (“-“ for gains) Decrease of deferred income tax asset (“-“ for increase) -434,125.32 Increase deferred income tax asset (“-“ for decrease) 3,985,213.31 Decrease of inventory (“-“ for increase) Decrease of operational receivable items (“-“ for increase) 2,659,100.34 7,824,392.61 Increase of operational payable items (“-“ for decrease) -7,614,421.60 -487,979.9477 Supplementary Info. Amount of the Current Term Amount of the same period of last year Others Cash flow generated by business operation, net 1,624,459.77 11,982,162.29 2. Major investment and financing activities not involving in cash flow Liabilities converted to capital Convertible bond expire in 1 year Fixed assets leased through financing 3. Change of cash and cash equivalents Balance of cash at period end 349,325,683.71 15,884,628.76 Less: Initial balance of cash 42,024,488.50 3,452,206.23 Plus: Balance of cash equivalents at the period end Less: Initial balance of cash equivalents Net increasing of cash and cash equivalents 307,301,195.21 12,432,422.53 十二、Supplementary Info. (36)Details of non-recurring gain/loss of current term According to document 公告[2008]43 号issued by China Securities Regulatory Commission, the non-recurring gain/loss are as the followings: Items Occurred current term Note Gain/loss from disposal of non-working capital, including the neutralized part of the impairment provision provided already 10,727,318.70 Refunding and exemption of taxes in excess of authority or without official approval documents Government subsidies accounted into current income account (except for those government subsidies closely related to the Company’s business, and received at national statutory standard and amount) 3,673,500.00 Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and sellable financial assets, other than valid period value instruments related to the Company’s common businesses 3,176,516.97 Investment gains from disposal of sellable financial assets Gain/loss from change of fair value of investment property measured at fair value in follow-up measurement 6,553,456.32 Consigning fee received for cosigned operation Other non-business income and expenditures other than the above -787,383.57 Other gain/loss items satisfying the definition of non-recurring gain/loss account Total of non-recurring gain/loss (influence on gross profit) 23,343,408.4278 Items Occurred current term Note Less: Influenced amount of income tax 31,051.22 Net non-recurring gain/loss (influence on net profit) 23,312,357.20 Less: Influenced amount of minor shareholders’ equity 2,869,417.80 Non-recurring gain/loss attributable to net profit of common shareholders of the parent company 20,442,939.40 Net profit attributable to common share holders of the Company after deducting of non-recurring gain/loss 13,165,642.02 (37)Net income on asset and earnings per share According to “Information Disclosure Rules No.9 – Calculation and disclosure of net earnings on asset and earnings per share (中国证券监督管理委员会公告[2010]2 号) and “Explanation Announcement of Information Disclosure No. 1 – Non-recurring gain/loss (中国证券监督管理委员会公告[2008]43 号), the earnings per share is calculated as the following: Profit of the report period Currentterm Net income on asset, weighted Earnings per share Basic earnings per share Diluted earnings per share Net profit attributable to common shareholders of the Company 5.28% 0.074 0.074 Net profit attributable to the common owners of the PLC after deducting of non-recurring gains/losses 2.07% 0.029 0.029 Profit of the report period Same period of last term Net income on asset, weighted Earnings per share Basic earnings per share Diluted earnings per share Net profit attributable to common shareholders of the Company 5.22% 0.066 0.066 Net profit attributable to the common owners of the PLC after deducting of non-recurring gains/losses 1.68% 0.021 0.021 Legal representative: Accounting Manager: Manager of Accounting Dept. China Fangda Group Co., Ltd. August 17, 2010