China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2011-07 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) §1 Important Declaration 1.1 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 is the summary abstracted from the complete version of Semi-Annual Report 2004, which is published synchronously on the Internet (http://www.cninfo.com.cn) for details please refer to the complete version. 1.2 Ascenda Certified Public Accountants audited the Financial Report 2009 and issued the standard Auditors’ Report without qualified opinion. 1.3 Mr. Xiong Jianming, the Chairman, Mr. Lin Kebing, the Financial Principal and Mr. Chen Yonggang, the Accounting Manager hereby declares that: The financial statements carried in this annual report are of authentic and complete. §2 Company Profile 2.1 Company Profile Stock ID Fangda Group, Fangda B Stock Code 000055、200055 Stock Exchange Shenzhen Stock Exchange Reg. Add. Fangda Building, Kejinan 12th Avenue, High-tech Zone, Shenzhen, PR China. Post Code 518057 Office address Fangda Town, Xili Longjing, Nanshan District, Shenzhen, PRC Post Code: 518055 Website www.fangda.com Email. fd@fangda.com 2.2 Liaison People Secretary of the Board Representative of Stock Affairs Name Zhou Zhigang Address Fangda Building, Kejinan 12th Avenue, High-tech Zone, Shenzhen, PR China. Tel. 86(755)26788571-6622 Fax. 86(755)26788353 Email. zqb@fangda.com 1 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) §3 Financial Highlights 3.1 Major accounting data In RMB Yuan Increase/decrease 2010 2009 2008 (%) Turnover (yuan) 1,161,933,356.48 912,979,118.31 27.27% 784,720,562.64 Gross profit (RMB) 67,655,340.40 45,108,302.29 49.98% 16,312,073.26 Net profit attributable to shareholders of the listed 55,063,374.25 44,052,511.46 24.99% 23,260,881.91 company (yuan) Net profit attributable to the shareholders of the listed company and after deducting of non-recurring 25,603,881.05 21,304,916.08 20.18% 2,391,027.81 gain/loss(RMB) Net Cash flow generated by business operation (RMB) -31,187,262.97 46,698,915.92 -166.78% 23,093,735.18 Increase/decrease End of 2010 End of 2009 End of 2008 (%) Gross Assets (RMB) 1,991,161,158.84 1,482,814,012.11 34.28% 1,395,570,931.42 Owners’ equity attributable to the shareholders of the 1,009,990,739.07 623,295,593.57 62.04% 559,715,901.95 listed company (yuan) Capital shares (shares) 504,606,604.00 426,786,359.00 18.23% 426,786,359.00 3.2 Major financial indices In RMB Yuan Increase/decrease 2010 2009 2008 (%) Basic earnings per share (Yuan/share) 0.11 0.10 10.00% 0.05 Diluted earnings per share (Yuan/share) 0.11 0.10 10.00% 0.05 Basic earnings per share less non-recurring gain/loss (Yuan/share) 0.05 0.05 6.00% 0.01 Weighted average net 6.76% 7.43% -0.67% 4.12% income/asset ratio (%) Weighted average net 3.14% 3.60% -0.46% 0.42% income/asset ratio less non-recurring gain/loss(%) Net Cash flow per share generated by business operation (yuan/share) -0.06 0.11 -154.55% 0.05 End of End of Increase/decrease End of 2010 2009 (%) 2008 Net asset per share attributable to the shareholders of the listed company 2.00 1.46 36.99% 1.31 (Yuan/share) Non-recurring gain and loss items √ applicable □ not applicable In RMB Yuan Note (if Non-recurring gain and loss items Amount applicable) Gain/loss of non-current assets 7,068,397.05 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 5,537,950.00 rate or amount. Gain/loss from debt reorganization -434,040.66 Enterprise reorganizing expenses, such as employee placement fee and integration fee -1,273,987.08 Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from 3,176,516.97 disposal of transactional financial assets and liabilities and sellable financial assets, other than valid 2 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) period value instruments related to the Company’s common businesses Gain/loss from change of fair value of investment property measured at fair value in follow-up 13,921,217.90 measurement Other non-business income and expenditures other than the above 5,845,075.37 Influenced amount of minority shareholders’ equity -93,798.81 Influenced amount of income tax -4,287,837.54 Total 29,459,493.20 - 3.3 Difference between domestic and international accounting standard √ applicable □ not applicable In RMB Yuan Net profit attributable to the shareholders of the Owners’ equity to shareholders of the listed listed company company Current term Amount of last term End of term Beginning of term On IAS 55,063,374.25 44,052,511.46 1,014,754,137.31 628,058,991.81 On domestic accounting 55,063,374.25 44,052,511.46 1,009,990,739.07 623,295,593.57 standard Individual and total of adjustment according to IAS Capitalizing of borrowing 0.00 0.00 4,763,398.24 4,763,398.24 expenses Total of differences between the IAS and domestic 0.00 0.00 4,763,398.24 4,763,398.24 accounting standard Statement on differences The different of owners’ equity attributable to the listed company on IAS was mainly the part of between the IAS and Chinese interest capitalized in years previous to application of the new accounting standard on January 1, Accounting Standard 2007. §4 Changes in Share Capital & Particulars about Shareholders 4.1. Statement of Changes in Shares in shares Before the change Changed (+,-) After the change Issuing of Bonus Transferred Amount Proportion Others Sub-total Amount Proportion new shares shares from reserves I. Shares with 65,073 0.02% 47,945,200 4,555 47,949,755 48,014,828 9.52% conditional subscription 1. State-owned shares 2. State-owned legal person shares 3. Other domestic shares 0 0.00% 47,945,200 47,945,200 47,945,200 9.50% Incl. Non-government domestic legal person 0 0.00% 18,200,000 18,200,000 18,200,000 3.61% shares Domestic natural 29,745,200 29,745,200 29,745,200 5.89% person shares 4. Share held by foreign investors Incl. Shares held by foreign legal persons 3 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Foreign natural person shares 5. Management shares 65,073 0.02% 4,555 4,555 69,628 0.01% II. Shares with unconditional 426,721,286 99.98% 29,870,490 29,870,490 456,591,776 90.48% subscription 1. Common shares in 217,405,903 50.94% 15,218,413 15,218,413 232,624,316 46.10% RMB 2. Foreign shares in 209,315,383 49.04% 14,652,077 14,652,077 223,967,460 44.38% domestic market 3. Foreign shares in overseas market 4. Others III. Total of capital 426,786,359 100.00% 47,945,200 29,875,045 77,820,245 504,606,604 100.00% shares Change of conditional shares in shares Name of the Conditional shares at Released Increased this Conditional shares Date of Reason of condition shareholder beginning of year this year year at end of year releasing Management shares Xiong Jianming 48,117 0 3,368 51,485 with restriction to sale Management shares Wang Shengguo 16,956 0 1,187 18,143 with restriction to sale Tieling Xinxin Copper 0 0 11,200,000 11,200,000 Issuing of new shares Jul 15 2011 Industry Co., Ltd. Chen Binblin 0 0 10,000,000 10,000,000 Issuing of new shares Jul 15 2011 Shi Baozhong 0 0 7,000,000 7,000,000 Issuing of new shares Jul 15 2011 Zhang Xu 0 0 7,000,000 7,000,000 Issuing of new shares Jul 15 2011 Zhongrong International Trust Co., 0 0 7,000,000 7,000,000 Issuing of new shares Jul 15 2011 Ltd. Shen Cangqiong 0 0 5,745,200 5,745,200 Issuing of new shares Jul 15 2011 Total 65,073 0 47,949,755 48,014,828 - - 4.2 Top 10 shareholders and top 10 holders of unconditional shares in shares Total of shareholders 63,780 Top 10 Shareholders Pledged or Name of the shareholder Properties of shareholder Share proportion % Total shares Conditional shares frozen Shenzhen Banglin Domestic non-state-owned legal Technologies 9.09% 45,849,515 0 0 person Development Co., Ltd. Shenzhen Shilihe Domestic non-state-owned legal 2.36% 11,907,328 0 0 Investment Co., Ltd. person Tieling Xinxin Copper Domestic non-state-owned legal 2.22% 11,200,000 11,200,000 0 Industry Co., Ltd. person Chen Binblin Domestic natural person 1.98% 10,000,000 10,000,000 0 Hong Kong Onforce Overseas legal person 1.63% 8,200,000 0 0 International Co., Ltd. Shi Baozhong Domestic natural person 1.39% 7,000,000 7,000,000 0 Zhang Xu Domestic natural person 1.39% 7,000,000 7,000,000 0 4 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Zhongrong International Domestic non-state-owned legal 1.39% 7,000,000 7,000,000 0 Trust Co., Ltd. person Shen Cangqiong Domestic natural person 1.14% 5,745,200 5,745,200 0 Li Xiaohua Domestic natural person 0.57% 2,878,600 0 0 Top 10 holders of unconditional shares Name of the shareholder Unconditional shares Category of shares Shenzhen Banglin Technologies Development Co., Ltd. 45,849,515 A shares Shenzhen Shilihe Investment Co., Ltd. 11,907,328 A shares Hong Kong Onforce International Co., Ltd. 8,200,000 B shares Li Xiaohua 2,878,600 A shares Cao Yifan 2,330,010 B shares Yu Baixiang 1,537,118 B shares Chen Lihong 1,536,777 B shares Zhen Fan 1,295,242 B shares Zhongrong International Trust Co., Ltd. – Huian No.6 1,227,098 A shares Xiao Gengning 1,020,086 B shares Notes to relationship or Among the top 10 shareholders, Banglin and Onforce are parties with action in concert. Banglin and “action in concert” Shilihe are associated. As for the other holders of current shares, the Company has not been informed among the top ten any situation of related parties or action in concert parties. shareholders. 4.3 Particulars about the holding shareholder and the substantial holder 4.3.1 Change in holding shareholder and the substantial holder □applicable √ not applicable 4.3.2 Particulars about Controlling Shareholder and the Substantial Controller Mr. Xiong Jianming is a Chinese citizen, and has been the Chairman of Board and President of the Company for five years. 4.3.3 Holding relationship chart 5 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) 4.3.3 Holding relationship chart Xiong Jianming 85% 98% Shenzhen Banglin Technologies Onforce International Ltd. Development Co., Ltd. 0.014% 1.63% 9.09% China Fangda Group Co., Ltd. §5 Directors, Supervisors and Senior Executives §5 Directors, Supervisors and Senior Executives 5.1 Changing in shareholding and remuneration of the directors, supervisors and senior executives Pays received from Shares held Shares the Company in the Take remuneration Job Job at the held at Cause of Name Position Sex Age report term from shareholding started ended beginning of the end of change (RMB0’000) or related parties? term term before tax Capital Xiong Chairman, Jun 06 Jun 06 M 53 64,156 68,647 reserves 91.99 No Jianming president 2008 2011 capitalized Capital Wang Director, Vice Jun 06 Jun 06 M 53 22,608 24,191 reserves 47.38 No Shengguo president 2008 2011 capitalized Xiong Jun 06 Jun 06 Director M 42 0 0 ----- 40.05 No Jianwei 2008 2011 Director, Zhou Jun 06 Jun 06 Secretary of M 48 0 0 ----- 32.66 No Zhigang 2008 2011 the Board Dong Independent Jun 06 Jun 06 M 68 0 0 ----- 8.00 No Likun Director 2008 2011 Guo Independent Jun 06 Jun 06 M 49 0 0 ----- 8.00 No Jinlong Director 2008 2011 Shao Independent Jun 06 Jun 06 F 72 0 0 ----- 8.00 No Hanqing Director 2008 2011 Yu Guoan Host of the M 51 Jun 06 Jun 06 0 0 ----- 22.58 No 6 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Supervisory 2008 2011 Committee Song Jun 06 Jun 06 Supervisor M 49 0 0 ----- 3.00 No Wenqing 2008 2011 Jun 06 Jun 06 Zhen Hua Supervisor F 51 0 0 ----- 29.81 No 2008 2011 Yang Jun 06 Jun 06 Vice President M 57 0 0 ----- 27.26 No Xiaozhuan 2008 2011 Vice president Jun 06 Jun 06 Lin Kebin M 33 0 0 ----- 31.91 No and CFO 2008 2011 Total - - - - - 86,764 92,838 - 350.64 - Motivational bonus shares granted to the directors, supervisors, and managements in the report term: □applicable √ not applicable 5.2 Directors’ attending of the board meetings. Name of the Times to Actually Attended by Presented by Not attend the meetings for Position Absented directors attend attended mean of telecom proxy successively 2 times Xiong Chairman, president 14 10 4 0 0 No Jianming Wang Director, Vice 14 5 4 5 0 Yes Shengguo president Xiong Jianwei Director 14 8 4 2 0 No Director, Secretary Zhou Zhigang 14 10 4 0 0 No of the Board Independent Shao Hanqing 14 10 4 0 0 No Director Independent Guo Jinlong 14 10 4 0 0 No Director Independent Dong Likun 14 8 4 2 0 No Director Statement on directors who absent the board meetings for successively two times Job engagement Times of board meetings in the current year 14 Incld. Onsite meetings 10 by telecommunication 4 Combination of onsite and telecommunication 0 §6 Report of the Board 6.1 Report of the Executives 1. Review of Company’s operation during the period of report (1) Overall operation status In the report term, the Company has been seizing the great opportunities brought by national policies on energy saving and environmental protection industry, kept exploring the direction of creative development. As result, the Company’s products in this area have been enhanced. In the report term, the Company has realized historical business turnover of RMB1.162 billion, an increase of 27.27% over last year; net profit of RMB55.0634 million, and growth of 24.99% over last year. New orders were amounted to RMB1.552 billion. As of the end of report term, 7 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) the Company has reserved orders up to RMB1.1745 billion, which was 101% of the turnover in 2010, increased by 24.75% over the beginning of year. These have laid a solid foundation for the business development in 2011. (2) Main business and its operations 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, metro platform screen doors, a variety of HAVC equipment, water supply and drainage equipment, central air-conditioner and their parts and components, semiconductors and their components. Integrated circuits, lighting products and equipment, solar-energy products and their R&D. design, production. construction, sales and after-sales service ,property management, property leasing and parking-lot service. 1) Sales of curtain wall and materials realized significant growth In the report term, the Company kept enhance its strategic target in expanding of energy-saving curtain wall and materials, moving toward the high-end products of environmental protection. Depending on the core technical advantages, the Company has been consolidating its current market and exploring the markets in Bohai Seashore Area and Yangtzi River Delta Area. As result, the Company has achieved great increase in amount of orders. In the report term, the Company has won in multiple bidding competitions including Shenyang Xingmo’er, Xi’an Gardening Fair, China Asean (Liuzhou) Industrial Products Trade Center, Dalian Wanda House, Sanya Phoenix Island, and Shenzhen Jianli Construction, amounted to RMB1.1759 billion, both production volume and sales volume have reached the highest record of the Company. Sales income of curtain wall products was RMB956.2659 million, a 20.15% of growth over last year. As of the end of report term, the Company has reserved orders amounted up to RMB816 million. Along with the rapid growth of the whole industry, curtain wall products will contribute greater profitability to the Company. In the report term, the Company has received overseas orders amounted to USD13.046 million. 2) Great effort has been paid on exploring of railroad product market Following with the development of railroad transportation in developed cities of the country, the railroad has been helping to pull the economic growth. PSD system is one of the important parts of metro system. As the leading enterprise in this area of the country, the Company has been further consolidating its advantages in technologies, reputation, and marketing force. With its own core technologies, the PSD products of the Company have won in bidding competition for the metro projects of Xi’an and Dalian. The PSD project orders have entered the peak period of engineering in the report term. The projects of Shenyang Metro Line 1, Nanjing Metro Line 1, Shenzhen Metro Line 1 extension, Shenzhen Metro Line 2, and Shenzhen Metro Line 4 were carried forward smoothly. Among them, the PSD systems of Nanjing Metro Line 1, Shenzhen Metro Line 2, and Shenyang Metro Line 1 have been completed and put into operation. All of them were working well and received high comments and multiple awards from the owners. In the report term, the sales income of PSD system was RMB150.9017 million, a 106.62% of increase over last year. The Company was holding both leading places in technologies and market competition, and will realize rapid growth along with the development of domestic municipal railroad transportation. The Company set its foot in the area of PSD manufacturing since 1999, and has been the earliest enterprise in this area. Great investments have been made in term of manpower, capital, and assets. After years of development, the Company is now holding the core technologies of PSD system, among them are 197 patents, including 45 invention patents, count for over half of this area in the whole country, and 4 copyright patents. Meanwhile the Company thinks highly protection of intelligence properties. In the report term, the Company sued to Guangzhou Middle Court against Panasonic Electronics (China) Co., Ltd. for its illegal adoption of two patent technologies. And claiming for terminating of the illegal adoption and RMB10 million of compensation. 3) Accelerate the development of LED industry In the report term, to further improve the industrial chain and expanding of LED production, the Company has completed the construction of production base of Shenyang Fangda Semiconductor Lighting Co., Ltd. Shifting of the semiconductor lighting industry from Shenzhen to Shenyang has been accomplished. Up to then, the Company has formed a completed industrial chain covering external products, chips, encapsulation, mounting products and engineering projects. The whole chain has been put into operation and achieved great productivity and quality. This is the brand new start point of the Company in the semiconductor lighting industry. As one of the newest fruit, the high-power-low-attenuation LED products has been the leading technologies in the area, which means greatly in increasing the quality of the chips, LED, and engineering lighting projects. 4) Successful private offering of new A shares The Company’s development capability in energy-saving curtain wall and PSD was enhanced continuously, which 8 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) lead to great increasing of orders and market share. 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) In the report term, the Company has won multiple awards including the “Top 100 enterprise of Shenzhen”, “The top 100 competitors of PLCs”, “The top 500 construction material manufacturers”, “The top 100 manufacturers of Guangdong 2010”, “Demonstrative Enterprises of Guangdong”, and “Best enterprise in manpower legislation 2010”. Fangda Decoration – one of the fully-owned subsidiaries of the Company, was certified national high-tech enterprise. Up to then, all of the subsidiaries of the Company have been certified national high-tech enterprises. Multiple high-end products of Fangda New Material (Jiangxi) Co., Ltd. have been certified for Green Construction Product. The new inpatient building of Hubei Hospital of Cancer, to which Fangda New Materials (Jiangxi) Co., Ltd. provided internal and external decoration aluminum sheet, has won Luban Award, the highest award of the country in architecture. 6) Undertaking social responsibilities Along with the prosperity of industrial development, the Company has been undertaking social responsibilities. In the report term, the Company has paid RMB59.03 million of taxes, which was a 15% of increase over last year, made donation of RMB200 thousand to Yushu Qinghai – the county attacked by major earthquake this year. Meanwhile ,the Company has been think highly the legal rights of the employees according to the Law of Labor. 6.2 Principal business segments on industries/products In RMB10 thousand Segments on industries On industry or Operation Gross profit Change of income Change of cost over Gross profit ration Turnover product cost ratio (%) over last year % last year % increased/decreased Metal production 95,626.59 79,557.49 16.80% 20.15% 21.19% -0.71% Railroad industry 15,090.17 12,941.96 14.24% 106.62% 113.92% -2.92% Segments on products Glass wall 76,351.68 63,922.94 16.28% 18.04% 17.58% 0.33% products Aluminum 19,274.91 15,634.55 18.89% 29.33% 38.61% -5.43% products Metro screen door 15,090.17 12,941.96 14.24% 106.62% 113.92% -2.92% products 6.3 Major businesses segment on regions In RMB10 thousand Regions Turnover Change of income over last year % Domestic 106,108.10 31.05% Overseas 5,455.46 -19.38% Total 111,563.56 27.16% 6.4 Items accounted at fair value √ applicable □ not applicable In RMB Yuan Gain/loss from Accumulative change Impairment Amount at end Items Initial amount change of fair value in fair value accounted provisions provided of term 9 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) in the term into equities in the current term Financial assets: Incld. 1. Financial assets accounted at fair value and changes accounted into current gain/loss account Incld: Derivate financial assets 2. Sellable financial 7,520,445.42 -3,173,445.42 4,347,000.00 assets Subtotal of financial assets 7,520,445.42 -3,173,445.42 0.00 4,347,000.00 Financial liabilities Investment properties 259,497,678.80 13,921,217.90 271,226,332.73 Production physical assets Others Total 270,333,199.22 10,606,142.90 -3,173,445.42 275,573,332.73 6.5 Status of proceeds from share placing √ applicable □ not applicable In RMB10 thousand Total of proceeds 33,658.69 Total of proceeds invested this Total of proceeds changed to other use 2,571.17 0.00 year in the report term Accumulated proceeds changed to 0.00 other use Total of proceeds invested 2,571.17 % of accumulated proceeds changed to 0.00% other use If Date Total of Investment investment when the Project proceeds Total Accumulated progress at Profit project project Major promised to be to be investment Invested investment at end of realized Gains as changed report become change in invested by the invested after this year end of report this expected? (including feasibility? proceeds as adjustment term (2) term(%)(3) useable year partially as proposed =(2)/(1) change) proposed Project set by the prospectus Energy-saving curtain wall and PV curtain Dec 31 wall No 21,000.00 30,055.17 2,200.73 2,200.73 10.48% Yes No No 2011 production expanding project Expanding of Dec 31 No 12,658.69 20,446.22 370.44 370.44 2.93% Yes No No PSD project 2011 Subtotal of investment - 33,658.69 50,501.39 2,571.17 2,571.17 - - - - promised Investment project of premium surplus Not Not applicable No 0.00 0.00 0.00 0.00 0.00% 0.00 No applicable 10 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Repaying of bank loans (if - - - - - any) Used as current - - - - - capital (if any) Subtotal of premium - 0.00 0.00 0.00 0.00 - - 0.00 - - proceeds Total - 33,658.69 33,658.69 2,571.17 2,571.17 - - - - Reason or situation that not on schedule (on None specific project) Statement on major change in feasibility None Amount, usage and progress of premium Not applicable surplus Applicable According to the needs of business development, and approved by the 24th meeting of Change of location of project to invest the 5th term of Board, the location of energy saving curtain wall and PV wall project was changed from Nanchang to Dongguan Guangdong. The PSD production expanding project was still in Nanchang. Adjustment on implementation of project Not applicable invested Applicable On September 30, 2010, it was decided to use the raised capital to replace Pre-investment and replacement by proceeds RMB4,347,753.09 of investment made previously by Fangda Automatic (1,403,503.00) and Fangda Decoration (4,347,753.09). This has been verified by CPA with report 天健正信审(2010)专字第 020722 号. Applicable Idle proceed used as working capital Since Sept. 28, 2010, the Company decided to use RMB30 million of proceeds to support working capital. On September 30, 2010, RMB20 million was paid to Fangda Decoration, and RMB10 million to Fangda Automatic. Both were not over six months. Surplus of investment and causation Not applicable Application plan of retained fund from Will be used in production expanding of energy-saving curtain wall and PSD project. financing Problem or situation in using of proceeds and None disclosing Status of changing of investment projects by proceeds from share placing □applicable √ not applicable 6.6 Using of fund from other sources √ applicable □ not applicable In RMB10 thousand Amount of the Turnover of the Projects Investment progress of the project project project Shenyang Semi-conductor Lighting Production Phase I. Partly finished and put into 3,069.30 No gains yet Base production Dongguan curtain wall production project 5,000.00 Land purchased No gains yet Total 8,069.30 - - 6.7 Statement of the Board on reasons and influences of major change in accounting policy and accounting estimations or major accounting faults □applicable √ not applicable 11 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) 6.8 Statement on the none-standard opinion issued by the CPA □applicable √ not applicable 6.9 Profit distribution or capitalizing of common reserves adopted by the Board of Directors According to the Auditors’ Report issued by Ascenda Certified Public Accountants, t he Company has realized net profit attributable to the owners of the parent company of RMB55,063,374.25 in year 2010. As of the end of report term, the consolidated retained profit attributable to the parent company was RMB153,115,142.18. The parent company has realized the net profit of RMB44,747,971.25, surplus reserves was provided at RMB4,474,797.13, and the retained profit at the end of report term was RMB170,506,646.52. No profit distribution will be carried out for 2010 and all of the profits will be reserved for business expanding in 2011. The Company plans to capitalize the capital common reserves to the whole shareholders. As of December 31 st 2010, the balance of capital reserves was audited to RMB295,033,359.54 and surplus reserves was RMB17,834,977.97. While RMB252,303,302 of capital reserves will be capitalized to capital shares. On the base of total capital shares amounted 504,606,604, 5 new shares will be added upon each 10 shares. Namely 5 new shares to each 10 A-shares, totally 140,319,572 shares are about to be added; and 5 new shares to each 10 B-shares, totally 111,983,730 are about to be added. The capital shares of the Company will become 756,909,906 after the capitalization. Dividend distribution in last three years: In RMB Yuan Percentage in net profit attributable to Dividend Cash dividend Net profit attributable to the owners of Distributable profit owners of the PLC in the consolidated year (tax included) the PLC in the consolidated statement of the year statement 2009 0.00 44,052,511.46 0.00% 57,181,879.02 2008 0.00 23,260,881.91 0.00% -20,153,902.80 Year 2007 0.00 24,386,023.62 0.00% -3,393,994.68 Dividend accumulated in the latest three years over the average 0.00% annual net profit (%) No cash dividend proposal was raised though the Company is making profit for the report term. √ applicable □ not applicable Reason for making profit but not have any dividend plan Plan for the profit not distributed Reserved all for expanding in 2011 Used for business expanding 2011 §7 Significant Events 7.1 Acquisition □applicable √ not applicable 7.2 Selling of property √ applicable □ not applicable In RMB10 thousand Profit contributed Gain/loss by the sold Debt & from Related Completely Relationship The other party Assets Date of assets from Pricing credit Price disposal transaction transferred with the of trade disposed disposal the beginning policy transferred of the or not or not other party of year until or not asset the day of being sold Nanchang Land of Jan 18, market Not High-Tech Zone Fangda 2010 3,060.00 0.00 989.00 No price Yes No applicable Administration Aluminum 12 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Committee Impact of the issues said in 7.1 and 7.2 on the continuity and stability of the management For the purpose of further integrating the industrial advantages, the Company has suspended the production of aluminum section materials under Jiangxi Fangda New Aluminum Co., Ltd. – one of the fully-owned subsidiaries of the Company. This made no influence on other businesses of the company. 7.3 Significant Guarantees √ applicable □ not applicable In RMB10 thousand External Guarantee (Exclude controlled subsidiaries) Actual date of Date and Ref. of Amount of Related Guarantee occurring Actual amount Type of Completed the announcement the Term party or provided to (signing date of of guarantee guarantee or not about the guarantee guarantee not agreements Total of external guarantee Total of external guarantee approved in 0.00 actually occurred in the report 0.00 the report term (A1) term (A2) Total of external guarantee Total of external guarantee approved as of 0.00 actually occurred as of end of 0.00 end of report term (A3) report term (A4) Guarantee provided to controlled subsidiaries Actual date of Date and Ref. of Amount of Related Guarantee occurring Actual amount Type of Completed the announcement the Term party or provided to (signing date of of guarantee guarantee or not about the guarantee guarantee not agreements "2010-2-12 since engage Fangda Joint of contract to Announcement No. 20,000.00 Jun 29, 2010 12,358.00 No No Decoration liabilities 2 years upon 2010-06 due of debt "2010-2-12 since engage Fangda Joint of contract to Announcement No. 12,000.00 Feb 10 2010 7,806.00 No No Decoration liabilities 2 years upon 2010-07 due of debt "2010-2-12 since engage Fangda Joint of contract to Announcement No. 25,000.00 Jun 30 2010 8,701.00 No No Automatic liabilities 2 years upon 2010-08 due of debt "2010-2-12 since engage Fangda Joint of contract to Announcement No. 6,000.00 Nov 03 2010 3,981.00 No No Automatic liabilities 2 years upon 2010-09 due of debt "2010-2-12 since engage Fangda New Joint of contract to Announcement No. 5,000.00 Jun 13, 2010 5,000.00 No No Materials liabilities 2 years upon 2010-10 due of debt "2010-2-12 since engage Fangda New Joint of contract to Announcement No. 5,800.00 Jun 25, 2010 4,430.00 No No Materials liabilities 2 years upon 2010-11 due of debt "2010-2-12 since engage Fangda New Joint of contract to Announcement No. 2,700.00 Sept 29 2010 2,700.00 No No Materials liabilities 2 years upon 2010-12 due of debt Fangda August19, 2010 since engage Decoration, Joint of contract to Announcement No. 10,000.00 Sept 06 2010 1,652.00 No No Fangda liabilities 2 years upon Automatic 2010-27 due of debt 13 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Total of guarantee to subsidiaries approved in the report Total of guarantee to subsidiaries actually 86,500.00 56,140.53 term (B1) occurred in the report term (B2) Total of balance of guarantee actually Total of guarantee to subsidiaries approved as of the report 86,500.00 provided to the subsidiaries as of end of 46,629.00 term (B3) report term (B4) Total of guarantee provided by the Company (i.e. total of the above two items) Total of guarantee approved in the report term Total of guarantee occurred in the report 86,500.00 56,140.53 (A1+B1) term (A2+B2) Total of guarantee approved as of end of report term Total of guarantee occurred as of the end 86,500.00 46,629.00 (A3+B3) of report term Percentage of the total guarantee occurred (A4+B4) on net asset of the 46.17% Company In which: Guarantees provided to the shareholders, substantial controllers and the 0.00 related parties (C) Guarantee provided directly or indirectly to objects with over 70% of liability 0.00 on asset ratio (D) Amount of guarantee over 50% of the net asset (E) 0.00 Total of the above 3 * (C+D+E) 0.00 Statement on the possible joint liabilities on the guarantees not due yet None 7.4 Significant Related Transactions 7.4.1 Related transactions regarding normal operation □applicable √ not applicable 7.4.2 Related credit and debt transaction □applicable √ not applicable 7.4.3 Capital adoption and repaying by the main shareholder and its subsidiaries □applicable √ not applicable 7.5 Financing proxy □applicable √ not applicable 7.6 Fulfilling of commitment issues Commitment made by the PLC, its directors, supervisors, executives, and shareholders with 5% or over shares of the Company, and its substantial dominator in the report term or carried over to the report term: □applicable √ not applicable 7.7 Material Lawsuits/Arbitrations √ applicable □ not applicable 1. 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. 14 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) 2. 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. 7.8 Notes to the other Significant Events and their Influences and Analysis on the Solutions 7.8.1 Securities investment □applicable √ not applicable 7.8.2 Holding of shares of other listed companies √ applicable □ not applicable In RMB Yuan Change of Book value Gain/loss of Share owners’ Accounting Source of Stock Code Stock ID Initial investment at the end of the report portion equity in the subject shares term term report term 600800 ST Magnetic 4,850,000.00 0.11% 4,347,000.00 0.00 584,519.45 Disposable Debt paid Card financial asset in kind Total 4,850,000.00 - 4,347,000.00 0.00 584,519.45 - - 7.8.3 Shares of other PLCs the Company is planning to holding in possession □applicable √ not applicable 7.8.4 Trading of shares of other listed companies √ applicable □ not applicable In RMB Yuan Amount of shares at Shares bought in Shares sold in the Amount at the Investment Name of shares Capital used beginning of the report term report term end of term income gained term Sihuan Biology 971,989 0 971,989 0 0 3,176,516.97 7.8.5 Other misc. income subjects In RMB Yuan Occurred current Occurred in previous Items term term 1. Gains (losses) from sellable financial assets 850,589.04 3,911,229.29 Less: Income tax influence of sellable financial assets 266,069.59 905,676.83 Net amount written into other gains and transferred into gain/loss in previous terms 2,694,453.18 5,697,539.05 Sub-total -2,109,933.73 -2,691,986.59 2. Shares in the other misc. income subjects in the investee on equity basis Less: Income tax influence of shares in other gains of investee 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 3,315,075.00 15 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Less: Income tax influence of cash flow hedge instruments 469,908.25 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 Sub-total -2,845,166.75 2,845,166.75 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 -4,955,100.48 153,180.16 §8 Report of the Supervisory Committee √ applicable □ not applicable 1. Meetings held in the report term, and the resolutions (1) The 8h meeting of the 5th term of Supervisory Committee was held in the afternoon of Feb 25, 2010 in the meeting room on the 5th floor of Fangda Technologies Building. The resolutions were published by Feb 27 2010 issues of Securities Times, China Securities Daily, Shanghai Securities Daily and Hong Kong Commercial Daily. (2) The 9th meeting of the 5th term of Supervisory Committee was held in the morning of April 22, 2010 in the meeting room on the 5th floor of Fanda Technologies Building. The 1st Quarterly Report 2010 was examined and passed at the meeting. (3) The 10th meeting of the 5th term of Supervisory Committee was held in the afternoon of August 17 2010 in the meeting room on the 5th floor of Fanda Technologies Building. The Interim Report 2010 and the summary were examined at the meeting. (4) The 11th meeting of the 5th Supervisory Committee was held in the afternoon of October 21, 2010 in the meeting room at the 5th floor of Fangda Technologies Building. The 3rd Quarterly Report 2010 was examined on the meeting. (5) The 12th meeting of the 4th Supervisory Committee was held in the afternoon of December 29, 2010 in the meeting room at the 5th floor of Fangda Technologies Building. The improving plan on problems discovered by routine investigation by Shenzhen Securities Regulatory Office. 2. The Supervisory Committee issues the independent opinion on the following issues: (1) The Company has already established a mature internal control system and has been improving it constantly. The procedure of decision-making was in conformity with Company Law and Articles of Association of the Company. The directors and senior executives had no actions of breaking national laws and regulations and Articles of Association or damaging the interest of the Company when they performed their duties. (2) The Company has found the Information Disclosure System and was implemented strictly according to the rules. (3) Ascenda Certified Public Accountants issued standard auditing report without qualified opinion for the financial report of 2010. The financial report is frankly reflecting the financial situation and business performance of the Company. (4) The investment projects were the same with those promised in “Private share placing of A shares in 2009” at private issuing of A shares. (5) Asset purchasing or selling were on rational prices, and no under table transactions were conducted. No operation was done harming the shareholders’ interests or cause losses of the Company’s capital. (6) All of the related transactions in the report term were related to daily operation of the Company and made no impairment on the benefit of the Company or shareholders. 3. The Committee examined the Self-assessment Report on Internal Controlling and held no disagreeing opinion. §9 Financial Report 9.1 Auditor’s Opinion Financial Report Yes Auditors’ Opinion Standard report without qualified opinion 16 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Ref. of Auditors’ Report 天健正信审(2011)GF 字第 020037 号 Title of the report Auditor’s Report Receiver of the Auditors’ Shareholders of China Fangda Group Co., Ltd. Report We have audited the Financial Statements of China Fangda Group Co., Ltd. (“Fangda Group”) attached hereafter, including the Balance Sheet and Consolidated Balance Sheet ended December 31, 2010 and the Introduction Income Statement, Consolidated Income Statement, Cash Flow Statement, Consolidated Cash Flow Statement, Statement on Change of Shareholders’ Equity, Consolidated Statement on Change of Shareholders’ Equity of the year 2010, as well as the Notes to the Financial Statements. Preparing of the Financial Statements according to Enterprise Accounting Standard is the responsibility of Responsibilities of the the management of the Company. This responsibility is including: (1) Design, implement and maintain the executives on the internal control system related to producing of the Financial Statements, to prevent the Financial Financial Statements Statements from major false presentation due to cheating or error; (2) Select and use of appropriate accounting policies; (3) Make reasonable estimations. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Chinese Auditing Standards issued by the Chinese Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain a reasonable assurance as to whether the financial statements are free from material misstatement. Auditing works are involving in auditing practices to obtain evidences regarding the amounts and presentation of the Financial Statements. Selecting of auditing practices is based on the CPA’s judgment, Responsibility of the including evaluation on the risks of major false statements due to cheating or error. At evaluating of the CPA risks, we’ve considered the relative internal control system related to the preparation of the Financial Statements. However we don’t comment on the effectiveness of the internal control system. The auditing works also include evaluations on the felicitousness of accounting policy selecting, the rationality of accounting estimations, and the overall presentation of the Financial Statements as well. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. We believe that Fangda Group has been following with the Enterprise Accounting Standard in preparing of the Financial Statements. The Financial Statements is reflecting, in all important aspects, the financial Auditors’ Opinion situation of Fangda Group as of December 31, 2010, and the business performance and cash flow of year 2010. No-standard opinion None Name of the CPA Ascenda Certified Public Accountants Address of the CPA A-12/F, Global Trade Center, 36 Beishanhuan Rd. East, Dongcheng District, Beijing Date of the report Name of the certified accountants Zhou Junchao, Chen Zhaoxin 9.2 Financial Statements 9.2.1 Balance Sheet Prepared by China Fangda Group Co., Ltd. Ended December 31, 2010 RMB Yuan Balance at the end of term Balance at the beginning of year Items Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 506,295,863.70 30,547,718.91 225,638,874.09 42,274,488.50 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 16,491,007.92 620,000.00 Account receivable 396,673,564.76 7,917,726.90 333,653,242.73 10,360,034.57 17 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Prepayment 20,266,020.05 366,736.00 14,855,691.29 142,638.53 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 51,300.00 360,525.00 Dividend receivable 43,936,500.00 68,300,000.00 Other account receivable 39,235,264.87 200,454,969.75 34,909,899.09 254,201,660.72 Repurchasing of financial assets Inventories 280,285,486.41 198,970,648.46 Non-current asset due in 1 year Other current asset 3,315,075.00 Total of current asset 1,259,298,507.71 283,223,651.56 812,323,955.66 375,278,822.32 Non-current assets Disburse of consigned loans Disposable financial asset 4,347,000.00 4,347,000.00 7,520,445.42 3,496,410.96 Expired investment in possess Long-term receivable Long-term share equity investment 658,733,745.58 2,997,216.45 327,121,953.02 Investment properties 271,226,332.73 262,602,432.73 259,497,678.80 251,001,478.80 Fixed assets 240,554,714.52 56,934,198.94 259,250,051.32 56,120,248.80 Construction in process 56,762,380.64 87,378.64 18,327,957.02 Engineering goods Fixed asset disposal 586,285.67 455,423.65 Production physical assets Gas & petrol Intangible assets 114,530,578.15 10,323,163.72 78,469,313.92 10,270,993.34 R&D expense 1,182,970.28 1,185,899.73 Goodwill 8,197,817.29 8,197,817.29 Long-term amortizable expenses 3,062,071.65 Differed income tax asset 31,412,500.20 15,161,997.10 34,588,252.85 18,497,571.25 Other non-current asset Total of non-current assets 731,862,651.13 1,008,189,916.71 670,490,056.45 666,508,656.17 Total of assets 1,991,161,158.84 1,291,413,568.27 1,482,814,012.11 1,041,787,478.49 Current liabilities Short-term loans 397,000,000.00 200,000,000.00 370,000,000.00 210,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 60,226,018.65 24,166,495.62 Account payable 296,531,749.82 1,901,490.41 200,145,847.34 7,653,666.23 Prepayment received 48,308,874.47 715,925.50 82,972,481.39 771,848.60 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 14,047,721.00 881,767.40 4,583,925.93 10,251.76 Tax payable 21,520,643.71 930,370.30 30,026,775.63 1,156,239.74 18 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Interest payable 610,850.84 308,275.00 557,551.25 323,688.75 Dividend payable Other account payable 25,384,587.91 70,841,835.18 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 Total of current liability 863,630,446.40 275,579,663.79 741,530,815.06 414,439,746.91 Non-current liabilities Long-term borrowings Bond payable Long-term payable Special payable Expectible liabilities 347,657.52 Differed income tax liability 28,289,997.60 27,852,316.45 22,622,907.36 21,285,505.98 Other non-recurring liabilities 4,564,850.00 4,250,000.00 Total of non-current liabilities 33,202,505.12 27,852,316.45 26,872,907.36 21,285,505.98 Total of liability 896,832,951.52 303,431,980.24 768,403,722.42 435,725,252.89 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 334,434,014.92 295,033,359.54 80,622,488.67 35,682,213.36 Less: Shares in stock Special reserves Surplus reserves 17,834,977.97 17,834,977.97 13,360,180.84 13,360,180.84 Common risk provision Retained profit 153,115,142.18 170,506,646.52 102,526,565.06 130,233,472.40 Different of foreign currency translation Total of owner’s equity belong to the parent company 1,009,990,739.07 987,981,588.03 623,295,593.57 606,062,225.60 Minor shareholders’ equity 84,337,468.25 91,114,696.12 Total of owners’ equity 1,094,328,207.32 987,981,588.03 714,410,289.69 606,062,225.60 Total of liabilities and owners’ equity 1,991,161,158.84 1,291,413,568.27 1,482,814,012.11 1,041,787,478.49 9.2.2 Income Statement Prepared by: China Fangda Group Co., Ltd. Year 2010 RMB Yuan Amount of the Current Term Amount of the Previous Term Items Parent Parent Consolidated Consolidated company company I. Total revenue 1,161,933,356.48 42,313,848.48 912,979,118.31 37,582,118.68 Incl. Business income 1,161,933,356.48 42,313,848.48 912,979,118.31 37,582,118.68 Interest income Insurance fee earned Fee and commission received II. Total business cost 1,129,351,011.11 49,028,192.71 893,025,527.22 41,984,825.88 Incl. Business cost 955,678,459.47 12,498,134.64 749,102,723.26 10,017,888.78 19 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) 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 18,386,141.86 3,152,407.77 23,057,190.24 3,304,849.18 Sales expense 31,891,352.97 1,262,950.47 23,714,005.65 1,301,119.76 Administrative expense 94,339,378.92 21,119,463.52 68,631,010.86 15,628,500.95 Financial expenses 19,556,578.76 5,705,104.69 18,013,928.09 5,531,547.52 Asset impairment loss 9,499,099.13 5,290,131.62 10,506,669.12 6,200,919.69 Plus: Gains from change of fair value (“-“ for loss) 13,921,217.90 13,793,517.90 6,322,964.35 6,011,864.35 Investment gain (“-“ for loss) 3,134,395.37 43,936,500.00 16,912,970.16 68,300,000.00 Incl. Investment gains from affiliates Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 49,637,958.64 51,015,673.67 43,189,525.60 69,909,157.15 Plus: Non business income 20,201,611.90 3,932,797.05 8,181,048.77 1,949,488.48 Less: Non-business expenses 2,184,230.14 564,184.44 6,262,272.08 37,087.31 Incl. Loss from disposal of non-current assets 800,599.49 133,324.44 773,922.72 9,804.60 IV. Gross profit (“-“ for loss) 67,655,340.40 54,384,286.28 45,108,302.29 71,821,558.32 Less: Income tax expenses 19,369,194.02 9,636,315.03 8,171,390.16 2,106,724.32 V. Net profit (“-“ for net loss) 48,286,146.38 44,747,971.25 36,936,912.13 69,714,834.00 Net profit attributable to the owners of parent company 55,063,374.25 44,747,971.25 44,052,511.46 69,714,834.00 Minor shareholders’ equity -6,777,227.87 -7,115,599.33 VI. Earnings per share: (I) Basic earnings per share 0.11 0.10 (II) Diluted earnings per share 0.11 0.10 VII. Other misc. incomes -4,955,100.48 584,519.45 153,180.16 2,415,200.55 VIII. Total of misc. incomes 43,331,045.90 45,332,490.70 37,090,092.29 72,130,034.55 Total of misc. incomes attributable to the owners of the 50,108,273.77 44,205,691.62 72,130,034.55 parent company Total misc gains attributable to the minor shareholders -6,777,227.87 45,332,490.70 -7,115,599.33 Merger of entities under common control, the net profit realized by the merged party was RMB0.00. 9.2.3 Cash Flow Statement Prepared by: China Fangda Group Co., Ltd. Year 2010 RMB Yuan Amount of the Current Term Amount of the Previous Term Items Parent Consolidated Parent company Consolidated company I. Net cash flow from business operation Cash received from sales of products and providing of 1,102,826,437.95 34,489,847.83 853,491,720.30 54,795,225.16 services Net increase of customer deposits and capital kept for 0.00 0.00 0.00 0.00 brother company Net increase of loans from central bank 0.00 0.00 0.00 0.00 Net increase of inter-bank loans from other financial bodies 0.00 0.00 0.00 0.00 20 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Cash received against original insurance contract 0.00 0.00 0.00 0.00 Net cash received from reinsurance business 0.00 0.00 0.00 0.00 Net increase of client deposit and investment 0.00 0.00 0.00 0.00 Net increase of trade financial asset disposal 0.00 0.00 0.00 0.00 Cash received as interest, processing fee, and commission 0.00 0.00 0.00 0.00 Net increase of inter-bank fund received 0.00 0.00 0.00 0.00 Net increase of repurchasing business 0.00 0.00 0.00 0.00 Tax returned 1,650,016.66 655,099.67 Other cash received from business operation 40,220,467.87 535,770,873.96 57,852,314.68 375,539,069.38 Sub-total of cash inflow from business activities 1,144,696,922.48 570,260,721.79 911,999,134.65 430,334,294.54 Cash paid for purchasing of merchandise and services 959,849,697.89 12,235,675.54 668,950,455.37 10,679,775.45 Net increase of client trade and advance 0.00 0.00 0.00 0.00 Net increase of savings in central bank and brother 0.00 0.00 0.00 0.00 company Cash paid for original contract claim 0.00 0.00 0.00 0.00 Cash paid for interest, processing fee and commission 0.00 0.00 0.00 0.00 Cash paid for policy dividend 0.00 0.00 0.00 0.00 Cash paid to staffs or paid for staffs 80,446,172.23 6,390,488.89 51,277,397.22 5,047,013.02 Taxes paid 52,925,005.20 4,037,378.92 44,758,939.11 4,918,133.30 Other cash paid for business activities 82,663,310.13 605,883,833.61 100,313,427.03 378,497,735.92 Sub-total of cash outflow from business activities 1,175,884,185.45 628,547,376.96 865,300,218.73 399,142,657.69 Cash flow generated by business operation, net -31,187,262.97 -58,286,655.17 46,698,915.92 31,191,636.85 II. Cash flow generated by investing Cash received from investment retrieving 854,089.54 9,837,360.06 Cash received as investment gains 3,176,516.97 68,300,000.00 16,925,049.25 Net cash retrieved from disposal of fixed assets, intangible 30,073,385.67 3,200.00 1,530,661.09 7,160.00 assets, and other long-term assets Net cash received from disposal of subsidiaries or other 0.00 0.00 0.00 0.00 operational units Other investment-related cash received 0.00 0.00 0.00 0.00 Sub-total of cash inflow due to investment activities 34,103,992.18 68,303,200.00 28,293,070.40 7,160.00 Cash paid for construction of fixed assets, intangible assets 88,201,467.27 1,344,712.01 17,722,123.33 273,942.24 and other long-term assets Cash paid as investment 0.00 335,385,071.73 0.00 0.00 Net increase of loan against pledge 0.00 0.00 0.00 0.00 Net cash received from subsidiaries and other operational 0.00 0.00 0.00 0.00 units Other cash paid for investment activities 0.00 0.00 0.00 0.00 Sub-total of cash outflow due to investment activities 88,201,467.27 336,729,783.74 17,722,123.33 273,942.24 Net cash flow generated by investment -54,097,475.09 -268,426,583.74 10,570,947.07 -266,782.24 III. Cash flow generated by financing Cash received as investment 340,499,960.00 340,499,960.00 50,000,000.00 0.00 Incl. Cash received as investment from minor shareholders 0.00 0.00 50,000,000.00 0.00 Cash received as loans 623,000,000.00 410,000,000.00 671,602,013.00 284,055,495.00 Cash received from bond placing 0.00 0.00 0.00 0.00 Other financing-related cash received 0.00 0.00 66,867,872.77 5,087,653.00 Subtotal of cash inflow from financing activities 963,499,960.00 750,499,960.00 788,469,885.77 289,143,148.00 Cash to repay debts 596,000,000.00 420,000,000.00 724,955,902.86 269,015,000.00 21 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) Cash paid as dividend, profit, or interests 19,817,895.61 11,260,773.75 21,232,722.22 11,493,561.32 Incl. Dividend and profit paid by subsidiaries to minor 0.00 0.00 0.00 0.00 shareholders Other cash paid for financing activities 4,251,102.20 4,251,102.20 987,419.79 987,419.79 Subtotal of cash outflow due to financing activities 620,068,997.81 435,511,875.95 747,176,044.87 281,495,981.11 Net cash flow generated by financing 343,430,962.19 314,988,084.05 41,293,840.90 7,647,166.89 IV. Influence of exchange rate alternation on cash and cash -91,059.81 -1,614.73 -73,259.44 260.77 equivalents V. Net increase of cash and cash equivalents 258,055,164.32 -11,726,769.59 98,490,444.45 38,572,282.27 Plus: Balance of cash and cash equivalents at the beginning 210,823,550.83 42,024,488.50 112,333,106.38 3,452,206.23 of term VI. Balance of cash and cash equivalents at the end of term 468,878,715.15 30,297,718.91 210,823,550.83 42,024,488.50 22 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) 7.2.4 Change in Owners’ Equities (Consolidated) Prepared by: China Fangda Group Co., Ltd. Year 2010 in RMB yuan Amount of the Current Term Amount of Last Year Owners’ Equity Attributable to the Parent Company Minor Owners’ Equity Attributable to the Parent Company Minor Capital Total of Capital Total of Items Less: Common sharehol Less: Common sharehol paid in Capital Special Surplus Retained owners’ paid in Capital Special Surplus Retained owners’ Shares in risk Others ders’ Shares in risk Others ders’ (or share reserves reserves reserves profit equity (or share reserves reserves reserves profit equity stock provision equity stock provision equity capital) capital) 426,786, 80,622,4 13,360,1 102,526, 91,114,6 714,410, 426,786, 61,095,3 6,388,69 65,445,5 67,604,2 627,320, I. Balance at the end of last year 359.00 88.67 80.84 565.06 96.12 289.69 359.00 08.51 7.44 37.00 95.45 197.40 Plus: Change of accounting policy Correcting of previous errors Others II. Balance at the beginning of 426,786, 80,622,4 13,360,1 102,526, 91,114,6 714,410, 426,786, 61,095,3 6,388,69 65,445,5 67,604,2 627,320, current year 359.00 88.67 80.84 565.06 96.12 289.69 359.00 08.51 7.44 37.00 95.45 197.40 III. Changed in the current year (“- 77,820,2 253,811, 4,474,79 50,588,5 -6,777,2 379,917, 19,527,1 6,971,48 37,081,0 23,510,4 87,090,0 “ for decrease) 45.00 526.25 7.13 77.12 27.87 917.63 80.16 3.40 28.06 00.67 92.29 55,063,3 -6,777,2 48,286,1 44,052,5 -7,115,5 36,936,9 (I) Net profit 74.25 27.87 46.38 11.46 99.33 12.13 -4,955,1 -4,955,1 153,180. 153,180. (II) Other misc. income 00.48 00.48 16 16 -4,955,1 55,063,3 -6,777,2 43,331,0 153,180. 44,052,5 -7,115,5 37,090,0 Total of (I) and (II) 00.48 74.25 27.87 45.90 16 11.46 99.33 92.29 (III) Investment or decreasing of 47,945,2 288,641, 336,586, 19,374,0 30,626,0 50,000,0 capital by owners 00.00 671.73 871.73 00.00 00.00 00.00 47,945,2 288,641, 336,586, 30,626,0 30,626,0 1. Capital inputted by owners 00.00 671.73 871.73 00.00 00.00 2. Amount of shares paid and accounted as owners’ equity 19,374,0 19,374,0 3. Others 00.00 00.00 4,474,79 -4,474,7 6,971,48 -6,971,4 (IV) Profit allotment 7.13 97.13 3.40 83.40 1. Providing of surplus 4,474,79 -4,474,7 6,971,48 -6,971,4 reserves 7.13 97.13 3.40 83.40 2. Common risk provision 3. Allotment to the owners (or shareholders) 4. Others (V) Internal transferring of 29,875,0 -29,875, owners’ equity 45.00 045.00 1. Capitalizing of capital 29,875,0 -29,875, reserves (or to capital shares) 45.00 045.00 2. Capitalizing of surplus 23 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) reserves (or to capital shares) 3. Making up losses by surplus reserves 4. Others (VI) Special reserves 1. Provided this year 2. Used this term (VII) Others 504,606, 334,434, 17,834,9 153,115, 84,337,4 1,094,32 426,786, 80,622,4 13,360,1 102,526, 91,114,6 714,410, IV. Balance at the end of this term 604.00 014.92 77.97 142.18 68.25 8,207.32 359.00 88.67 80.84 565.06 96.12 289.69 9.2.5 Change in Owners’ Equities (Parent Co.) Prepared by: China Fangda Group Co., Ltd. Year 2010 in RMB yuan Amount of the Current Term Amount of Last Year Less: Less: Capital paid in Common Total of Capital paid in Common Total of Items Capital Shares Special Surplus Capital Shares Special Surplus (or share risk Retained profit (or share risk Retained profit reserves in reserves reserves owners’ equity reserves in reserves reserves owners’ equity capital) provision capital) provision stock stock I. Balance at the 426,786,359.00 35,682,213.36 13,360,180.84 130,233,472.40 606,062,225.60 426,786,359.00 35,682,213.36 6,388,697.44 67,490,121.80 536,347,391.60 end of last year Plus: Change of accounting policy Correcting of previous errors Others II. Balance at the beginning of 426,786,359.00 35,682,213.36 13,360,180.84 130,233,472.40 606,062,225.60 426,786,359.00 35,682,213.36 6,388,697.44 67,490,121.80 536,347,391.60 current year III. Changed in the current year 77,820,245.00 259,351,146.18 4,474,797.13 40,273,174.12 381,919,362.43 6,971,483.40 62,743,350.60 69,714,834.00 (“-“ for decrease) (I) Net profit 44,747,971.25 44,747,971.25 69,714,834.00 69,714,834.00 (II) Other 584,519.45 584,519.45 misc. income Total of (I) 584,519.45 44,747,971.25 45,332,490.70 69,714,834.00 69,714,834.00 and (II) (III) Investment or decreasing of 47,945,200.00 288,641,671.73 336,586,871.73 capital by owners 1. Capital inputted by 47,945,200.00 288,641,671.73 336,586,871.73 owners 24 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) 2. Amount of shares paid and accounted as owners’ equity 3. Others (IV) Profit 4,474,797.13 -4,474,797.13 6,971,483.40 -6,971,483.40 allotment 1. Providing of 4,474,797.13 -4,474,797.13 6,971,483.40 -6,971,483.40 surplus reserves 2. Common risk provision 3. Allotment to the owners (or shareholders) 4. Others (V) Internal transferring of 29,875,045.00 -29,875,045.00 owners’ equity 1. Capitalizing of capital reserves 29,875,045.00 -29,875,045.00 (or to capital shares) 2. Capitalizing of surplus reserves (or to capital shares) 3. Making up losses by surplus reserves 4. Others (VI) Special reserves 1. Provided this year 2. Used this term (VII) Others IV. Balance at the end of this 504,606,604.00 295,033,359.54 17,834,977.97 170,506,646.52 987,981,588.03 426,786,359.00 35,682,213.36 13,360,180.84 130,233,472.40 606,062,225.60 term 25 China Fangda Group Co., Ltd. Annual Report 2010 (Summary) 9.3 Explanation on changes of accounting policies, accounting estimation, and accounting method □applicable √ not applicable 9.4 Content, amount, reason and impact of major accounting errors □applicable √ not applicable 9.5 Explanation on changes of consolidation range comparing with the previous annual report √ applicable □ not applicable The consolidation range was not changed. Dongguan Fangda New Materials Co., Ltd. was founded as fully-owned subsidiary of the Company. Fangda Decoration is holding 100% of the shares with registered capital of RMB212.80 million. 26