China Fangda Group Co., Ltd. The 3rd Quarterly Report 2011 (Official Text) China Fangda Group Co., Ltd. The 3rd 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 absented Position Reason for not presenting the meeting Name of consignee Guo Jinlong Independent Director Business engagement Huang Yaying 1.3 The 3rd Quarterly Report is not audited by CPA. 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 2011.9.30 2010.12.31 Extent of Change (%) Gross Assets (RMB) 2,043,166,723.13 1,991,161,158.84 2.61% Owners’ equity attributable to the 1,062,361,425.39 1,009,990,739.07 5.19% shareholders of the listed company (yuan) Capital shares (shares) 756,909,905.00 504,606,604.00 50.00% Net asset per share attributable to the shareholders of the listed company 1.40 2.00 -30.00% (Yuan/share) Changed over the same Changed over the same Jul-Sept 2011 Jan-Sept 2011 period of last year (%) period of last year (%) Turnover (yuan) 318,464,683.46 7.24% 897,619,077.14 24.61% Net profit attributable to shareholders of the 6,956,948.06 -29.23% 53,051,646.32 22.13% listed company (yuan) Net Cash flow generated by business - - -61,386,955.17 operation (RMB) Net Cash flow per share generated by - - -0.08 business operation (yuan/share) Basic earnings per share (Yuan/share) 0.01 0.00% 0.070 16.67% Diluted earnings per share (Yuan/share) 0.01 0.00% 0.070 16.67% Weighted average net 0.66% -0.33% 5.12% -0.64% income/asset ratio (%) Weighted average net income/asset ratio less non-recurring 0.77% -0.03% 4.49% 1.69% gain/loss(%) 1 China Fangda Group Co., Ltd. The 3rd Quarterly Report 2011 (Official Text) Non-recurring gain and loss items √ applicable □ not applicable In RMB Yuan Non-recurring gain and loss items Amount Note (if applicable) Gain/loss of non-current assets -2,064,947.35 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 309,300.00 to enjoy at certain fixed rate or amount. Capital adoption fee collected from non-financial organizations and accounted into current Retrieving of interest of 4,976,766.62 gain/loss project payment overdue Gain/loss from change of fair value of investment property measured at fair value in 5,082,327.66 follow-up measurement Other non-business income and expenditures other than the above 891,244.63 Influenced amount of minority shareholders’ equity -2,310,610.28 Influenced amount of income tax -386,783.16 Total 6,497,298.12 - 2.2 Total of shareholders and the top 10 holders of unconditional shares in shares Total shareholders at the end of the report 80,469 period (accounts) Top ten holders of the shares without subscription limitation Amount of unconditional shares held at the end Full name of shareholder Categories of report term Shenzhen Banglin Technologies Development 68,774,273 RMB common shares Co., Ltd. Shenzhen Shilihe Investment Co., Ltd. 17,860,992 RMB common shares Wang Shaolin 16,800,000 RMB common shares Foreign shares placed in domestic Onforce International Ltd. 12,300,000 exchange Chen Binblin 11,580,000 RMB common shares Shi Baozhong 4,533,731 RMB common shares Foreign shares placed in domestic Cao Yifan 3,320,865 exchange CITIC Securities Co., Ltd. - Client credit 3,012,500 RMB common shares deposit account Foreign shares placed in domestic Chen Lihong 2,305,365 exchange Foreign shares placed in domestic Zhen Fan 1,980,000 exchange §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable 1. Notes receivable reduced by 89.93% from the beginning of year, which was caused by due of accepted drafts; 2. Prepaid account increased by 282%, which was caused by prepayment made for projects and services, and prepayment for construction projects; 3. Other receivables increased by 38.08%, which was caused by increasing of secure money; 4. Construction in process reduced by 50.58%, which was caused by transferring of equipment to be installed into fixed asset; 2 China Fangda Group Co., Ltd. The 3rd Quarterly Report 2011 (Official Text) 5. Pre-collected account increased by 130.09%, which was caused by increase of pre-collected accounts for projects; 6. Notes payable reduced by 48.09%, which was caused by due and disburse of notes; 7. Other payable accounts increased by 46.95%, which was caused by receiving of secure money; 8. Asset impairment loss reduced by 160.34% YOY, which was caused by retrieving of overdue debts; 9. Investment gains reduced by 97.49% YOY, which was caused by disposing of salable financial assets; 10. Non-operational income reduced by 56.28% YOY, which was caused by retrieving of the land using rights owned by Fangda Aluminum Co. by Nanchang High Tech Zone Administration during last year; 11. Non-business expenditure increased by 104.28% YOY, which was caused by disposing of fixed assets in the report period. 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 (1) Shenyang Xingmo’er Shopping Mall curtain wall project is proceeding as scheduled by the contract; (2) Shenzhen Jiali Plaza phase II is on schedule according to the contract. (3) China ASEAN (Liuzhou) Industry Product Trade Center curtain wall project was on schedule according to the contract; (4) Sanya Phoenix Island International Resort apartment 1, 2, 3, and 4 curtain wall project is proceeding as scheduled by the contract; (5) Shenzhen Airport T3 Tower curtain wall project is proceeding as scheduled by the contract; (6) Shenzhen Zhongguanghe Building curtain wall project is proceeding according to the contract; (7) Xi’an Metro Line 1 PSD project is proceeding according to the contract; (8) Wuhan Rail Line 2 phase I PSD system was on schedule according to the contract; (9) Dalian Metro safe door system project was on schedule. 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. 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 case was in trial process. VII. In 2010, Wang Weihong sue to Chongqing Middle Court against Fangda Decoration – one of the Company’s subsidiaries, claiming for RMB17.07 million project payment and interests. This case was in trial process. VIII. Statement on the progress of internal operation standardizing in the 3 rd 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 3rd quarter of 2011. 1. Executing of works 3 China Fangda Group Co., Ltd. The 3rd Quarterly Report 2011 (Official Text) (1) Editing of “Fangda Group Internal Control Manual (draft)” was completed, and verification works has been deployed to support following internal verification processes. (2) Upon discovering of the main defaults in operation, the “Internal Control Improving Plan” has been produced and implemented thereafter. (3) A meeting was held on implementing of internal control, and overall arrangement has been made on implementing, testing and evaluation procedures; (4) Rehearsal of the “China Fangda Group Internal Control Manual, documentation quality was tested in operation. (5) The Internal Control System Testing Team was founded to study and test the procedures, to prepare for following up works. (6) Revised the “Internal Auditing System”, the “Internal Control Standard Routine” and its schedules were fully implemented. 2. Comparison of practical progress and the schedule of Internal Control Plan According to the five-stage arrangement made by the Administrative Team, the first five stages shall be completed at the end of the 3rd quarter. As of September 30, the Administrative Team has basically accomplished the tasks setout by the Internal Control Plan. 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 No such investigation, communication or visiting happened in the report term. 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 China Fangda Group Co., Ltd. Legal representative: Mr. Xiong Jianming October 29, 2011 4