China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) §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. 1.2 Directors other than the followings presented at the Board Meeting on which this report was examined: Name of the director Position Reason for not presenting the meeting Name of consignee absented Wang Shengguo Director Business engagement Xiong Jianwei 1.3 The financial statements carried in this report are not audited. 1.4 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 quarterly report are of authentic and complete. §2 Company Profile 2.1 Financial highlights In RMB Yuan Ended this report Changed by Ended previous year term (%) Gross Assets (RMB) 1,925,021,779.96 1,991,161,158.84 -3.32% Owners’ equity attributable to the shareholders of the listed company 1,027,281,620.49 1,009,990,739.07 1.71% (yuan) Capital shares (shares) 504,606,604.00 504,606,604.00 0.00% Net asset per share attributable to the shareholders of the listed company 2.04 2.00 2.00% (Yuan/share) Same period last Changed by This report term year (%) Turnover (yuan) 261,994,647.36 192,382,554.04 36.18% Net profit attributable to shareholders of the listed company (yuan) 16,838,681.42 11,419,167.15 47.46% Net Cash flow generated by business operation (RMB) -92,793,091.30 -49,496,550.76 Net Cash flow per share generated by business operation (yuan/share) -0.18 -0.10 Basic earnings per share (Yuan/share) 0.033 0.025 32.00% Diluted earnings per share (Yuan/share) 0.033 0.025 32.00% Weighted average net 1.65% 1.82% -0.17% income/asset ratio (%) Weighted average net 1.40% 1.05% 0.35% income/asset ratio less non-recurring gain/loss(%) Non-recurring gain and loss items 1 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) √ applicable □ not applicable In RMB Yuan Note (if Non-recurring gain and loss items Amount applicable) Gain/loss of non-current assets -13,590.84 Gain/loss from change of fair value of investment property measured at fair value in follow-up 3,124,240.16 measurement Other non-business income and expenditures other than the above 343,448.85 Influenced amount of income tax -825,908.10 Influenced amount of minority shareholders’ equity -10.63 Total 2,628,179.44 - 2.2 Total of shareholders and the top 10 holders of unconditional shares in shares Total shareholders at the end of the report period 64,333 (accounts) Top ten holders of the shares without subscription limitation Amount of unconditional shares held at the Full name of shareholder Categories end of report term Shenzhen Banglin Technologies Development Co., 45,849,515 RMB common shares Ltd. Shenzhen Shilihe Investment Co., Ltd. 11,907,328 RMB common shares Foreign shares placed in Onforce International Ltd. 8,200,000 domestic exchange Foreign shares placed in Cao Yifan 2,313,910 domestic exchange Foreign shares placed in Chen Lihong 1,536,777 domestic exchange Zhongrong International Trust Ltd. – Rongxin 1,287,773 RMB common shares Trust Contract No.75 Zhongrong International Trust Co., Ltd. – Huian 1,227,098 RMB common shares No.6 Foreign shares placed in Yu Baixiang 1,130,000 domestic exchange Foreign shares placed in Li Yitian 1,038,900 domestic exchange Foreign shares placed in Lou Yuhong 990,668 domestic exchange §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable 1. Prepaid account increased by 38.98% over the beginning of year, which was caused by increasing of newly started projects; 2. Notes receivable decreased by 79.87%, which was caused by expiring of some commercial drafts; 3. Wage payable decreased by 30.47%, which was caused by distributing of annual bonus for year 2010; 4. The Company’s business was expanding, therefore the business turnover and cost have increased by 36.18% and 33.80% respectively. 5. Increase of labor costs and fixed expenses increased to establish new branch offices had caused 38.92% of increase with administration expenses. 2 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) 6. Increasing of bad debt provision has increased the asset impairment loss by 343.36%. 7. Income tax has increased by 116.71%, which was caused by increasing of deferred income tax due to fluctuation of the fair value of investment property. 8. Operational cash flow of the report term was RMB-92.79 million, which was caused by increasing of business volume and prepaid account for materials. Increase of receivable account was because some of the project accounts are not due yet. 3.2 Progress of significant events, their influence, countermeasures, and analysis 3.2.1 None-standard opinions □applicable √ not applicable 3.2.2 Illegal providing of capital or guarantees to the holding shareholder or its related parties or external parties □applicable √ not applicable 3.2.3 Signing and execution of major business contracts √ applicable □ not applicable I. Shenyang Xinmo’er Shopping Mall curtain wall project is proceeding as scheduled by the contract; II. Shenzhen Jiali Construction Plaza Phase II curtain wall project is proceeding as scheduled by the contract; III. China ASEAN (Liuzhou) Industrial Product Trade Center curtain wall project is proceeding as scheduled by the contract; IV. Sanya Phoenix Island International Resort apartment 1, 2, 3, and 4 curtain wall project is proceeding as scheduled by the contract; V. Shenzhen Metro Line 1 screen door and safe door system, Shenzhen Metro Line 2 east extension screen door system, and Shenzhen Metro Line 4 safe door system are in testing stage and will be completed in June 2011. 3.2.4 Misc. √ applicable □ not applicable I. The Company neither provided capital to the holding shareholder or other related parties nor provided any guarantee to external parties; II. No shareholder holding over 30% of shares of the Company, therefore no shareholder with over 30% shares proposed or practiced share increasing plan. III. No cash dividend was distributed in the report term; IV. No investment on securities or derivate instruments conducted by the Company; V. In the report term, there isn’t any particular sales, project contracting or service providing contract accounted for over 50% of the main business turnover as audited, or with absolute amount over RMB1 billion. VI. The Company save the proceeds from share placing in special bank accounts in China Construction Bank Shenzhen OCT Branch, and CITIC Shenzhen Jinshan Branch. The Triple-party Supervising Agreement over Proceeds from Private Placing of A Shares was engaged with the two banks and Zhongshan Securities Co., Ltd. (Zhongshan Securities) respectively on July 13, 2010. All of the investment projects financed by this private placing of shares are implemented by the fully-owned subsidiaries of the Company. The Triple-party Supervising Agreement over Proceeds from Private Placing of A Shares was engaged by Shenzhen Fangda Decoration Engineering Co., Ltd. (Fangda Decoration) and Shenzhen Fangda Automatic System Co., Ltd. (Fangda Automatic) (both are the fully-owned subsidiaries of the Company) with China Construction Bank OCT Branch and Zhongshan Securities Co., Ltd. (Zhongshan Securities, the Sponsor) respectively on September 21, 2010. The Agreement was regarding the Energy-saving Curtain Wall Production Expanding Project and the PSD Production Expanding Project. According to the agreement, the net amount of RMB336,586,871.73 with interest of RMB786,667.75 (totally RMB337,373,539.48) were transferred to the special accounts of Fangda Decoration and Fangda Automatic by RMB210,786,667.75 and RMB126,586,871.73 respectively. Upon completion of the transmission, the special accounts in China Construction Bank OCT Branch and CITIC Jinshan Branch were balanced zero, and were canceled on February 21, 2011 and February 23, 2011 respectively. VII. Statement of internal control operation in the 1st quarter of 2011 3 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) According to the Enterprise Internal Control Criteria issued jointly by the five national departments, and the Notice on Implementing of Internal Control Criteria in PLCs located in Shenzhen, the Company has planned and implemented a number of preparation works in the 1st quarter of 2011. 1. Executing of works (1) The Company has established a enterprise administration standard team (the “Administration Steam”) led by the Chairman of Board with members from the executives of the Company and general managers of subsidiaries. An office was equipped to handle relative daily works. (2) As for general planning, the Administration Team has produced a plan with five stages to ensure smooth operation of related works: stage 1, preparation; stage 2, situation analyzing; stage 3, producing of improving plan; stage 4, internal control operation improving; stage 5, testing operation of internal control system. (3) In aspect of employee training, the Company has released the Basic Rules of Internal Control System, and organized training programs for related employees. Three of the executives were sent to participate the Internal Control Training Course of PLCs in Shenzhen organized by China Securities Regulatory Commission. (4) The Company revised the internal regulations and business flows of the Company and provided a good foundation for the further works. 2. Progress of works comparing with the schedules in the plan According to the 5-stage plan, the first stage shall be basically completed in the first quarter. As of March 31, all of the scheduled works had been completed successfully. 3.3 Fulfilling of commitment issues made by the Company, shareholder, or substantial controller 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 3.4 Estimated accumulative profit from the year beginning to the end of the next report period may be of deficits; or in comparison with the same period of the previous year, give the warning of great change and the notice to the reasons. □applicable √ not applicable 3.5 Major events needs to be explained 3.5.1 Investment in securities □applicable √ not applicable 3.5.2 Reception of investigations, communications, or interviews Main content involved and Time/date Place Way Visitors material provided The Field Orient Securities Ltd., Guangzhou Pearl River Business operation and future March 10, 2011 Company research Asset Management Ltd. development. Shenyin Wanguo Securities, Hualin The Field Business operation and future March 18, 2011 Securities, Guangdong Andexin Development Company research development. Ltd. 3.6 Investment in derivate financial instruments □applicable √ not applicable 4 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) 3.6.1 Derivate financial instrument stock at end of report term □applicable √ not applicable §4 Attachments 4.1 Balance Sheet Prepared by China Fangda Group Co., Ltd. March 31, 2011 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 382,156,010.98 3,884,721.88 506,295,863.70 30,547,718.91 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 3,320,000.00 16,491,007.92 Account receivable 482,484,362.52 6,863,302.66 396,673,564.76 7,917,726.90 Prepayment 28,166,093.43 250,000.00 20,266,020.05 366,736.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 890,329.31 51,300.00 Dividend receivable 43,936,500.00 43,936,500.00 Other account receivable 49,593,103.74 200,546,013.49 39,235,264.87 200,454,969.75 Repurchasing of financial assets Inventories 244,410,506.45 280,285,486.41 Non-current asset due in 1 year Other current asset Total of current asset 1,191,020,406.43 255,480,538.03 1,259,298,507.71 283,223,651.56 Non-current assets Disburse of consigned loans Available-for-sale financial asset 4,942,000.00 4,942,000.00 4,347,000.00 4,347,000.00 Expired investment in possess Long-term receivable Long-term share equity investment 658,733,745.58 658,733,745.58 Investment properties 274,350,572.89 265,712,772.89 271,226,332.73 262,602,432.73 Fixed assets 242,936,740.57 56,416,550.71 240,554,714.52 56,934,198.94 Construction in process 53,556,257.78 87,378.64 56,762,380.64 87,378.64 Engineering goods Fixed asset disposal 590,221.77 3,936.10 586,285.67 Production physical assets Gas & petrol Intangible assets 113,478,791.99 10,226,697.70 114,530,578.15 10,323,163.72 R&D expense 1,238,586.78 1,182,970.28 Goodwill 8,197,817.29 8,197,817.29 Long-term amortizable expenses 3,034,483.62 3,062,071.65 5 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) Differed income tax asset 31,675,900.84 15,151,835.61 31,412,500.20 15,161,997.10 Other non-current asset Total of non-current assets 734,001,373.53 1,011,274,917.23 731,862,651.13 1,008,189,916.71 Total of assets 1,925,021,779.96 1,266,755,455.26 1,991,161,158.84 1,291,413,568.27 Current liabilities Short-term loans 383,000,000.00 200,000,000.00 397,000,000.00 200,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 44,113,797.26 60,226,018.65 Account payable 247,376,137.22 1,901,490.36 296,531,749.82 1,901,490.41 Prepayment received 41,269,890.05 693,045.60 48,308,874.47 715,925.50 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 9,767,728.64 454,329.59 14,047,721.00 881,767.40 Tax payable 26,952,374.73 833,498.98 21,520,643.71 930,370.30 Interest payable 576,756.41 308,275.00 610,850.84 308,275.00 Dividend payable Other account payable 27,400,139.00 42,588,989.87 25,384,587.91 70,841,835.18 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 780,456,823.31 246,779,629.40 863,630,446.40 275,579,663.79 Non-current liabilities Long-term borrowings Bond payable Long-term payable Special payable Expectible liabilities 116,168.74 347,657.52 Differed income tax liability 29,527,031.96 29,087,265.81 28,289,997.60 27,852,316.45 Other non-recurring liabilities 4,564,850.00 4,564,850.00 Total of non-current liabilities 34,208,050.70 29,087,265.81 33,202,505.12 27,852,316.45 Total of liability 814,664,874.01 275,866,895.21 896,832,951.52 303,431,980.24 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 504,606,604.00 504,606,604.00 504,606,604.00 504,606,604.00 Capital reserves 334,886,214.92 295,485,559.54 334,434,014.92 295,033,359.54 Less: Shares in stock Special reserves Surplus reserves 17,834,977.97 17,834,977.97 17,834,977.97 17,834,977.97 Common risk provision Retained profit 169,953,823.60 172,961,418.54 153,115,142.18 170,506,646.52 Different of foreign currency translation 6 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) Total of owner’s equity belong to the parent company 1,027,281,620.49 990,888,560.05 1,009,990,739.07 987,981,588.03 Minor shareholders’ equity 83,075,285.46 84,337,468.25 Total of owners’ equity 1,110,356,905.95 990,888,560.05 1,094,328,207.32 987,981,588.03 Total of liabilities and owners’ equity 1,925,021,779.96 1,266,755,455.26 1,991,161,158.84 1,291,413,568.27 4.2 Income Statement Prepared by: China Fangda Group Co., Ltd. Jan-Mar 2011 RMB Yuan Amount of the Current Term Amount of the Previous Term Items Parent Parent Consolidated Consolidated company company I. Total revenue 261,994,647.36 8,616,275.34 192,382,554.04 8,331,140.23 Incl. Business income 261,994,647.36 8,616,275.34 192,382,554.04 8,331,140.23 Interest income Insurance fee earned Fee and commission received II. Total business cost 245,619,745.83 8,451,142.39 186,004,286.40 9,820,387.75 Incl. Business cost 203,751,469.61 1,885,368.40 152,280,171.91 2,158,277.95 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 3,681,660.25 721,519.57 3,552,023.10 327,835.61 Sales expense 5,332,740.96 88,464.43 5,458,756.45 346,845.28 Administrative expense 26,858,055.00 4,748,855.39 19,332,962.37 4,145,128.38 Financial expenses 4,124,345.67 1,049,274.16 4,958,264.70 3,059,685.07 Asset impairment loss 1,871,474.34 -42,339.56 422,107.87 -217,384.54 Plus: Gains from change of fair value (“-“ for loss) 3,124,240.16 3,110,340.16 Investment gain (“-“ for loss) 3,176,516.97 Incl. Investment gains from affiliates Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 19,499,141.69 3,275,473.11 9,554,784.61 -1,489,247.52 Plus: Non business income 376,505.00 281,609.76 2,422,591.91 Less: Non-business expenses 46,646.99 275,208.40 960.00 Incl. Loss from disposal of non-current assets IV. Gross profit (“-“ for loss) 19,828,999.70 3,557,082.87 11,702,168.12 -1,490,207.52 Less: Income tax expenses 4,252,501.07 1,102,310.85 1,962,293.98 -327,845.66 V. Net profit (“-“ for net loss) 15,576,498.63 2,454,772.02 9,739,874.14 -1,162,361.86 Net profit attributable to the owners of parent company 16,838,681.42 2,454,772.02 11,419,167.15 -1,162,361.86 Minor shareholders’ equity -1,262,182.79 -1,679,293.01 VI. Earnings per share: (I) Basic earnings per share 0.033 0.025 (II) Diluted earnings per share 0.033 0.025 7 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) VII. Other misc. incomes 452,200.00 452,200.00 -3,510,335.98 494,199.45 VIII. Total of misc. incomes 16,028,698.63 2,906,972.02 6,229,538.16 -668,162.41 Total of misc. incomes attributable to the owners of the parent 17,290,881.42 2,906,972.02 7,908,831.17 -668,162.41 company Total misc gains attributable to the minor shareholders -1,262,182.79 -1,679,293.01 Merger of entities under common control, the net profit realized by the merged party was RMB0.00. 4.3 Cash Flow Statement Prepared by: China Fangda Group Co., Ltd. Jan-Mar 2011 RMB Yuan Amount of the Current Term Amount of the Previous Term Items Parent Parent Consolidated Consolidated company company I. Net cash flow from business operation Cash received from sales of products and providing of 207,420,626.05 8,896,673.05 154,788,742.13 8,784,225.58 services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 933,908.51 52,546.60 Other cash received from business operation 16,213,472.39 367,942.88 15,152,594.91 1,370,415.23 Sub-total of cash inflow from business activities 224,568,006.95 9,264,615.93 169,993,883.64 10,154,640.81 Cash paid for purchasing of merchandise and services 237,922,109.48 2,297,256.11 161,866,303.00 1,373,991.47 Net increase of client trade and advance Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 24,799,906.95 2,428,598.35 16,811,719.93 1,531,029.21 Taxes paid 7,189,980.97 894,373.14 16,573,778.70 1,002,628.55 Other cash paid for business activities 47,449,100.85 2,503,483.75 24,238,632.77 4,122,126.37 Sub-total of cash outflow from business activities 317,361,098.25 8,123,711.35 219,490,434.40 8,029,775.60 Cash flow generated by business operation, net -92,793,091.30 1,140,904.58 -49,496,550.76 2,124,865.21 II. Cash flow generated by investing Cash received from investment retrieving 854,089.54 Cash received as investment gains 3,176,516.97 8,400,000.00 Net cash retrieved from disposal of fixed assets, intangible 782.00 2,265,064.95 assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 8 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Full Text) Sub-total of cash inflow due to investment activities 782.00 6,295,671.46 8,400,000.00 Cash paid for construction of fixed assets, intangible assets 3,843,065.13 254,535.00 4,828,883.06 992,230.42 and other long-term assets Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 3,843,065.13 254,535.00 4,828,883.06 992,230.42 Net cash flow generated by investment -3,842,283.13 -254,535.00 1,466,788.40 7,407,769.58 III. Cash flow generated by financing Cash received as investment Incl. Cash received as investment from minor shareholders Cash received as loans 90,000,000.00 260,000,000.00 210,000,000.00 Cash received from bond placing Other financing-related cash received Subtotal of cash inflow from financing activities 90,000,000.00 260,000,000.00 210,000,000.00 Cash to repay debts 104,000,000.00 25,016,713.61 250,000,000.00 224,519,441.38 Cash paid as dividend, profit, or interests 4,854,343.86 2,522,250.00 4,423,257.35 2,624,256.25 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Subtotal of cash outflow due to financing activities 108,854,343.86 27,538,963.61 254,423,257.35 227,143,697.63 Net cash flow generated by financing -18,854,343.86 -27,538,963.61 5,576,742.65 -17,143,697.63 IV. Influence of exchange rate alternation on cash and cash -6,965.43 -3,010.63 2.70 equivalents V. Net increase of cash and cash equivalents -115,496,683.72 -26,652,594.03 -42,456,030.34 -7,611,060.14 Plus: Balance of cash and cash equivalents at the beginning 468,878,715.15 30,252,759.44 211,430,553.39 42,024,488.50 of term VI. Balance of cash and cash equivalents at the end of term 353,382,031.43 3,600,165.41 168,974,523.05 34,413,428.36 4.4 Auditors’ Report Auditor’s opinion: not audited. 9