China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (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 Xiong Jianwei Director Business cause Wang Shengguo 1.3 The financial statements carried in this report are not audited. 1.4 Mr. Xiong Jianming, the Chairman, Mr. Lin Kebing, the Financial Officer, 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 term Ended previous year Changed by (%) Total asset (RMB) 2,093,089,951.46 2,163,325,598.14 -3.25% Owners’ equity attributable to the shareholders of 1,083,046,394.53 1,073,843,444.65 0.86% the listed company (yuan) Total capital share (shares) 756,909,905.00 756,909,905.00 0.00% Net asset per share attributable to the 1.43 1.42 0.70% shareholders of the listed company (Yuan/share) This report term Same period last year Changed by (%) Turnover (yuan) 233,711,878.60 261,994,647.36 -10.80% Net profit attributable to shareholders of the 9,160,949.85 16,838,681.42 -45.60% listed company (yuan) Net Cash flow generated by business operation -42,490,494.14 -92,793,091.30 (RMB) Net Cash flow per share generated by business -0.06 -0.12 operation (yuan/share) Basic earnings per share (Yuan/share) 0.01 0.02 -50.00% Diluted earnings per share (Yuan/share) 0.01 0.02 -50.00% Weighted average net 0.85% 1.65% -0.80% income/asset ratio (%) Weighted average net income/asset ratio less non-recurring 0.79% 1.40% -0.61% gain/loss(%) 1 China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Non-recurring gain and loss items √ applicable □ not applicable In RMB Yuan Amount from beginning of year to Non-recurring gain and loss items Note (if applicable) the end of report period Gain/loss of non-current assets -73,010.51 Government subsidies accounted into current gain/loss account, other than those closely related to the Company’ common business, comply 362,000.00 with the national policy and continues to enjoy at certain fixed rate or amount. Gain/loss from debt reorganization -32,984.31 Other non-business income and expenditures other than the above 586,199.47 Influenced amount of minority shareholders’ equity -60.55 Influenced amount of income tax -171,463.69 Total 670,680.41 - 2.2 Total of shareholders and the top 10 holders of unconditional shares In shares Total shareholders at the end of the report period 77,060 (accounts) Top ten holders of the shares without subscription limitation Amount of unconditional shares held at Full name of shareholder Categories the end of report term Shenzhen Banglin Technologies Development 68,774,273 RMB common shares Co., Ltd. Liaoning Fangda Group Industry Co., Ltd. 30,765,226 RMB common shares Shenzhen Shilihe Investment Co., Ltd. 17,860,992 RMB common shares Wang Shaolin 16,800,000 RMB common shares Foreign shares placed in domestic Shengjiu Investment Ltd. 13,768,120 exchange Foreign shares placed in domestic Cao Yifan 3,336,565 exchange Chen Binblin 3,116,400 RMB common shares Foreign shares placed in domestic Chen Lihong 2,305,365 exchange Foreign shares placed in domestic Zhen Fan 1,880,000 exchange Tan Wenjun 1,625,288 RMB common shares §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable 1. Notes receivable decreased by 85.65%, which was caused by mature of notes and endorsing of notes; 2. Construction in progress increased by 31.88%, which was caused by increase of investment to Dongguan Base; 3. Notes payable decreased by 51.89%, which was caused by mature of notes. 4. Wage payable decreased by 43.73%, which was caused by distributing of annual bonus at end of 2011. 5. Operational tax and surcharge increased by 52.85%, which was caused by increase of VAT payable and surcharges, and increasing of local education surcharges. 2 China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) 6. Asset impairment loss decreased by 320.30%, which was caused by retrieving of old account in the report period. 7. Loss from fluctuation of fair value decreased by 100%, which was caused by no increase with the fair value of investment property. 8. Non-operational income increased by 154.33%, which was caused by receiving of government subsidy. 9. Income tax expenses decreased by 53.96%, which was caused by decrease of income tax payable upon profit. 10. Under the impact of macro economy, some of the curtain wall projects were launched later than schedule, which caused 10.8% of drop in income. Meanwhile the gross profit is higher and decrease of overseas sales, the gross profit rate decreased by 1.85%, the net profit attributable to the owners of the parent company has decreased by 45.60%. 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. China ASEAN (Liuzhou) Industry Trading Center curtain wall project is proceeding as scheduled; 3. Zhongguanghe Building curtain wall project is proceeding as scheduled; 4. Shenzhen Airport Expanding T3 Tower curtain wall project is proceeding on schedule. 5. Angola New International Airport Tower outer wall decoration project is proceeding as scheduled. 6. Xi’an Metro line No.1 PSD project is proceeding on schedule. 7. Wuhan Metro Line No.2 PSD project is proceeding on schedule. 8. 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. Statement of internal control operation in the 1st quarter of 2012 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 works. Through hard work through out a year, the internal control system has been basically completed. At present, it is on introspection assessment and external verification stage. Details of the works done in the 1st quarter of 2012 are: 1. Executing of works (1) According to the Introspective Work Plan on Internal Control System, the Company has performed inspection on the internal control on company level and business flow level. The Introspective Report on Internal Control (For Discussion) was produced and submitted to the Administration Team. (2) Internal auditing was performed smoothly along with the CPA, provided required material to the CPA and communicated duly with it. Improving works have been done according to the response of the CPA. (3) Report to the Auditing Committee about the internal control practice and anti-cheating in year 2011. (4) Assigned employees to participate in the associations organized by Anyong (China) Enterprise Consultants Ltd. and learn from the newest experiences. 3 China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Beside the above, the Administration Team filled up the Survey of Internal Control of PLCs, Assessment Criteria, and Internal Control Work Summary Form, to satisfy the requirements of Shenzhen Securities Regulatory Office. 2. Comparison of practical progress and the schedule of Internal Control Plan According to the Internal Control Plan, the Company has performed introspection work and assisted the auditing works of the CPA. As of the end of the 1st quarter, the Administration Team has accomplished the missions set out by the Internal Control Plan. 3. Following up works According to the present progress, the Administration Team will further improve the internal control system of the Company in year 2012. 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 §4 Attachments 4 China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) 4.1 Balance Sheet Prepared by China Fangda Group Co., Ltd. Ended March 31, 2012 RMB Yuan Ending balance Balance at the beginning of year Items Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 247,710,520.55 11,995,949.67 324,780,350.77 24,587,261.80 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 904,591.05 6,303,353.88 Account receivable 663,259,436.76 5,603,561.80 664,333,498.11 5,603,561.80 Prepayment 33,013,261.50 25,444,369.81 122,369.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 201,961.11 Dividend receivable 57,338,200.00 57,338,200.00 Other account receivable 69,398,714.89 257,143,855.15 53,412,523.94 265,169,612.63 Repurchasing of financial assets Inventories 225,290,483.61 254,419,907.08 Non-current asset due in 1 year Other current asset Total of current asset 1,239,577,008.36 332,081,566.62 1,328,895,964.70 352,821,005.23 Non-current assets Disburse of consigned loans Available-for-sale financial asset 2,254,000.00 2,254,000.00 2,198,000.00 2,198,000.00 Expired investment in possess Long-term receivable Long-term share equity investment 659,733,745.58 0.00 659,733,745.58 Investment real estates 277,705,949.35 271,841,967.35 277,705,949.35 271,841,967.35 Fixed assets 311,497,476.06 56,761,487.61 316,775,398.58 57,299,884.44 Construction in process 107,880,104.46 308,919.24 81,799,896.43 298,019.24 Engineering goods Fixed asset disposal 20,394.95 Production physical assets Gas & petrol Intangible assets 109,301,090.13 9,752,143.75 110,599,955.27 9,910,673.85 R&D expense 891,783.63 914,683.63 Goodwill 8,197,817.29 8,197,817.29 Long-term amortizable expenses 2,553,597.47 2,600,195.30 Differed income tax asset 33,210,729.76 14,433,875.64 33,637,737.59 14,415,297.03 Other non-current asset Total of non-current assets 853,512,943.10 1,015,086,139.17 834,429,633.44 1,015,697,587.49 Total of assets 2,093,089,951.46 1,347,167,705.79 2,163,325,598.14 1,368,518,592.72 5 China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Current liabilities Short-term loans 387,000,000.00 210,000,000.00 387,000,000.00 210,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 18,791,044.37 39,058,058.47 Account payable 289,753,652.13 1,851,490.36 324,340,008.15 1,851,490.36 Prepayment received 115,477,232.36 693,045.60 124,950,664.78 693,045.60 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 11,496,723.10 532,447.09 20,432,966.02 1,251,357.38 Tax payable 36,031,339.92 606,299.13 41,002,265.87 655,031.17 Interest payable 813,183.59 441,980.00 780,979.73 441,980.00 Dividend payable Other account payable 37,519,417.47 43,611,117.21 36,783,207.38 66,697,963.87 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 896,882,592.94 257,736,379.39 974,348,150.40 281,590,868.38 Non-current liabilities Long-term borrowings Bond payable Long-term payable 13,300.00 14,700.00 Special payable Anticipated liabilities 215,013.74 288,000.00 Differed income tax liability 32,611,637.16 32,200,364.40 32,597,637.16 32,186,364.40 Other non-recurring liabilities 4,020,000.00 4,020,000.00 Total of non-current liabilities 36,859,950.90 32,200,364.40 36,920,337.16 32,186,364.40 Total of liability 933,742,543.84 289,936,743.79 1,011,268,487.56 313,777,232.78 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 756,909,905.00 756,909,905.00 756,909,905.00 756,909,905.00 Capital reserves 80,521,493.92 41,120,838.54 80,479,493.92 41,078,838.54 Less: Shares in stock Special reserves Surplus reserves 24,676,077.16 24,676,077.16 24,676,077.16 24,676,077.16 Common risk provision Retained profit 220,938,918.45 234,524,141.30 211,777,968.57 232,076,539.24 Different of foreign currency translation Total of owner’s equity belong to the parent company 1,083,046,394.53 1,057,230,962.00 1,073,843,444.65 1,054,741,359.94 Minor shareholders’ equity 76,301,013.09 78,213,665.93 Total of owners’ equity 1,159,347,407.62 1,057,230,962.00 1,152,057,110.58 1,054,741,359.94 Total of liabilities and owners’ equity 2,093,089,951.46 1,347,167,705.79 2,163,325,598.14 1,368,518,592.72 6 China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) 4.2 Income Statement Prepared by: China Fangda Group Co., Ltd. Jan-Mar 2012 RMB Yuan Amount of the Current Term Amount of the Previous Term Items Parent Parent Consolidated Consolidated company company I. Total revenue 233,711,878.60 10,682,571.24 261,994,647.36 8,616,275.34 Incl. Business income 233,711,878.60 10,682,571.24 261,994,647.36 8,616,275.34 Interest income Insurance fee earned Fee and commission received II. Total business cost 225,347,884.45 8,705,330.94 245,619,745.83 8,451,142.39 Incl. Business cost 186,079,847.67 1,942,413.18 203,751,469.61 1,885,368.40 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 5,627,464.32 854,236.05 3,681,660.25 721,519.57 Sales expense 6,413,973.49 -15,831.98 5,332,740.96 88,464.43 Administrative expense 26,134,459.17 4,177,145.48 26,858,055.00 4,748,855.39 Financial expenses 5,214,939.18 1,652,773.94 4,124,345.67 1,049,274.16 Asset impairment loss -4,122,799.38 94,594.27 1,871,474.34 -42,339.56 Plus: Gains from change of fair value (“-“ for loss) 3,124,240.16 3,110,340.16 Investment gain (“-“ for loss) Incl. Investment gains from affiliates Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 8,363,994.15 1,977,240.30 19,499,141.69 3,275,473.11 Plus: Non business income 957,568.61 453,954.02 376,505.00 281,609.76 Less: Non-business expenses 115,363.96 2,170.87 46,646.99 Incl. Loss from disposal of non-current assets IV. Gross profit (“-“ for loss) 9,206,198.80 2,429,023.45 19,828,999.70 3,557,082.87 Less: Income tax expenses 1,957,901.79 -18,578.61 4,252,501.07 1,102,310.85 V. Net profit (“-“ for net loss) 7,248,297.01 2,447,602.06 15,576,498.63 2,454,772.02 Net profit attributable to the owners of parent company 9,160,949.85 2,447,602.06 16,838,681.42 2,454,772.02 Minor shareholders’ equity -1,912,652.84 -1,262,182.79 VI. Earnings per share: (I) Basic earnings per share 0.01 0.02 (II) Diluted earnings per share 0.01 0.02 VII. Other misc. incomes 42,000.00 42,000.00 452,200.00 452,200.00 VIII. Total of misc. incomes 7,290,297.01 2,489,602.06 16,028,698.63 2,906,972.02 Total of misc. incomes attributable to the owners of the parent 9,202,949.85 2,489,602.06 17,290,881.42 2,906,972.02 company Total misc gains attributable to the minor shareholders -1,912,652.84 -1,262,182.79 Merger of entities under common control, the net profit realized by the merged party was RMB0.00. 7 China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) 4.3 Cash Flow Statement Prepared by: China Fangda Group Co., Ltd. Jan-Mar 2012 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 services 236,609,873.15 8,787,561.92 207,420,626.05 8,896,673.05 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 1,171,203.29 933,908.51 Other cash received from business operation 12,118,275.80 949,211.17 16,213,472.39 367,942.88 Sub-total of cash inflow from business activities 249,899,352.24 9,736,773.09 224,568,006.95 9,264,615.93 Cash paid for purchasing of merchandise and services 209,121,088.84 2,407,973.69 237,922,109.48 2,297,256.11 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 31,413,521.97 2,539,963.89 24,799,906.95 2,428,598.35 Taxes paid 16,417,982.80 1,056,026.28 7,189,980.97 894,373.14 Other cash paid for business activities 35,437,252.77 2,505,727.43 47,449,100.85 2,503,483.75 Sub-total of cash outflow from business activities 292,389,846.38 8,509,691.29 317,361,098.25 8,123,711.35 Cash flow generated by business operation, net -42,490,494.14 1,227,081.80 -92,793,091.30 1,140,904.58 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, 1,094,000.00 782.00 and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 3,200.00 Sub-total of cash inflow due to investment activities 1,097,200.00 782.00 Cash paid for construction of fixed assets, intangible assets and 22,928,869.90 2,436,980.00 3,843,065.13 254,535.00 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 707,100.00 8 China Fangda Group Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Sub-total of cash outflow due to investment activities 23,635,969.90 2,436,980.00 3,843,065.13 254,535.00 Net cash flow generated by investment -22,538,769.90 -2,436,980.00 -3,842,283.13 -254,535.00 III. Cash flow generated by financing Cash received as investment Incl. Cash received as investment from minor shareholders Cash received as loans 100,000,000.00 90,000,000.00 Cash received from bond placing Other financing-related cash received 27,444.64 Subtotal of cash inflow from financing activities 100,027,444.64 90,000,000.00 Cash to repay debts 100,000,000.00 7,717,111.43 104,000,000.00 25,016,713.61 Cash paid as dividend, profit, or interests 6,458,249.00 3,656,380.00 4,854,343.86 2,522,250.00 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Subtotal of cash outflow due to financing activities 106,458,249.00 11,373,491.43 108,854,343.86 27,538,963.61 Net cash flow generated by financing -6,430,804.36 -11,373,491.43 -18,854,343.86 -27,538,963.61 IV. Influence of exchange rate alternation on cash and cash 1,940.61 -6,965.43 equivalents V. Net increase of cash and cash equivalents -71,458,127.79 -12,583,389.63 -115,496,683.72 -26,652,594.03 Plus: Balance of cash and cash equivalents at the beginning of 300,177,008.78 24,337,261.80 468,878,715.15 30,252,759.44 term VI. Balance of cash and cash equivalents at the end of term 228,718,880.99 11,753,872.17 353,382,031.43 3,600,165.41 4.4 Auditors’ Report Auditor’s opinion: not audited. 9