China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Official Text) Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2011-16 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Official 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(%) 1 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Official Text) 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 -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. 2 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Official Text) 5. Increase of labor costs and fixed expenses increased to establish new branch offices had caused 38.92% of increase with administration expenses. 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 3 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Official Text) 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 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 4 China Fangda Group Co., Ltd. The 1st Quarterly Report 2011 (Official Text) 3.5.2 Reception of investigations, communications, or interviews Main content involved and Time/date Place Way Visitors material provided March 10, The Field Orient Securities Ltd., Guangzhou Pearl River Asset Business operation and future 2011 Company research Management Ltd. development. March 18, The Field Shenyin Wanguo Securities, Hualin Securities, Guangdong Business operation and future 2011 Company research Andexin Development Ltd. development. 3.6 Investment in derivate financial instruments □applicable √ not applicable 3.6.1 Derivate financial instrument stock at end of report term □applicable √ not applicable 5