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方 大B:2010年年度报告摘要(英文版)2011-03-03  

						                                                                   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




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                                                                     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




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                                                                        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



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                                                                    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




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                                                                 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



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                                                                                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,


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                                                                  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


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                                                                    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



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                                                                        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




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                                                                                                                                                       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.




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