China Fangda Group Co., Ltd. Annual Report 2011 Summary Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2012-21 China Fangda Group Co., Ltd. Annual Report 2011 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 Annual Report, which is published synchronously on the internet (http://www.cninfo.com.cn) for details please refer to the complete version. 1.3 Directors other than the followings presented the Board Meeting on which this report was examined: Name of the director Reason for not presenting the Position Name of consignee absented meeting Xiong Jianwei Director Business cause Wang Shengguo 1.3 Ascenda Certified Public Accountants audited the Financial Report 2011 and issued the standard Auditors’ Report without qualified opinion. 1.4 Mr. Xiong Jianming, the Chairman, and Mr. Lin Kebing, the Financial Officer, 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 2.2 Liaison People Secretary of the Board Representative of Stock Affairs Name Zhou Zhigang Guo Linchen Fangda Town, Xili Longjing, Nanshan District, Fangda Town, Xili Longjing, Nanshan District, Address Shenzhen, PRC Shenzhen, PRC Tel. 86(755) 26788571 ext. 6622 86(755) 26788571 ext. 6622 Fax. 86(755)26788353 86(755)26788353 Email. zqb@fangda.com zqb@fangda.com 1 China Fangda Group Co., Ltd. Annual Report 2011 Summary §3 Financial Highlights 3.1 Major accounting data In RMB Yuan 2011 2010 Increase/decrease (%) 2009 Turnover (yuan) 1,348,776,366.53 1,161,933,356.48 16.08% 912,979,118.31 Business profit (RMB) 70,899,738.39 49,637,958.64 42.83% 43,189,525.60 Gross profit (RMB) 79,160,090.12 67,655,340.40 17.00% 45,108,302.29 Net profit attributable to shareholders of the 65,503,925.58 55,063,374.25 18.96% 44,052,511.46 listed company (yuan) Net profit attributable to the shareholders of the listed company 51,005,479.89 25,603,881.05 99.21% 21,304,916.08 and after deducting of non-recurring gain/loss(RMB) Net Cash flow generated by business -57,045,495.85 -31,187,262.97 46,698,915.92 operation (RMB) End of 2011 End of 2010 Increase/decrease (%) End of 2009 Total asset (RMB) 2,163,325,598.14 1,991,161,158.84 8.65% 1,482,814,012.11 Total liability (RMB) 1,011,268,487.56 896,832,951.52 12.76% 768,403,722.42 Owners’ equity attributable to the 1,073,843,444.65 1,009,990,739.07 6.32% 623,295,593.57 shareholders of the listed company (yuan) Total capital share 756,909,905.00 504,606,604.00 50.00% 426,786,359.00 (shares) 3.2 Major financial indices In RMB Yuan Increase/decrease 2011 2010 2009 (%) Basic earnings per share (Yuan/share) 0.09 0.08 12.50% 0.06 Diluted earnings per share (Yuan/share) 0.09 0.08 12.50% 0.06 Basic earnings per share less non-recurring gain/loss (Yuan/share) 0.07 0.04 75.00% 0.03 Net income on asset, weighted average % 6.28% 6.76% -0.48% 7.43% Weighted average net income/asset ratio less non-recurring gain/loss (%) 4.89% 3.14% 1.75% 3.60% Net Cash flow per share generated by business operation (yuan/share) -0.08 -0.06 0.11 End of End of Increase/decrease End of 2011 2010 (%) 2009 Net asset per share attributable to the shareholders of the listed company 1.42 2.00 -29.00% 1.46 (Yuan/share) Ratio of liability on asset (%) 46.75% 45.04% 1.71% 51.82% 2 China Fangda Group Co., Ltd. Annual Report 2011 Summary 3.3. Non-recurring profit/loss items √ applicable □ not applicable In RMB Yuan Non-recurring gain and loss items Amount of 2011 Note (if applicable) Amount of 2010 Amount of 2009 Gain/loss of non-current assets -690,807.78 7,068,397.05 -770,498.33 Government subsidies accounted into current gain/loss account, other than those closely related to the Company’s common business, 1,988,650.00 5,537,950.00 5,359,369.24 comply with the national policy and continues to enjoy at certain fixed rate or amount. Gain/loss from debt reorganization 3,959.20 -434,040.66 -1,835,416.43 Enterprise reorganizing expenses, such as 0.00 -1,273,987.08 0.00 employee placement fee and integration fee Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and sellable 99,342.47 3,176,516.97 16,614,079.31 financial assets, other than valid 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 10,815,131.20 13,921,217.90 6,322,964.35 follow-up measurement Gain/loss from commissioned loans 0.00 0.00 308,534.09 Other non-business income and expenditures 6,080,071.96 5,845,075.37 -834,677.79 other than the above Other gain/loss items satisfying the definition of 878,478.35 0.00 0.00 non-recurring gain/loss account Influenced amount of minority shareholders’ -60,101.30 -93,798.81 -1,027,536.16 equity Influenced amount of income tax -4,616,278.41 -4,287,837.54 -1,389,222.90 Total 14,498,445.69 - 29,459,493.20 22,747,595.38 §4 Shareholding Structure 4.1 Top 10 shareholders and top 10 holders of unconditional shares in shares Total of shareholders Total of shareholders at end of the month prior to issuing of 79,593 77,060 at end of 2011 this annual report Top 10 Shareholders Share Name of the Properties of Conditional Pledged or proportion Total shares shareholder shareholder shares frozen (%) Shenzhen Banglin Domestic Technologies non-state-owned legal 9.09% 68,774,273 0 0 Development Co., Ltd. person Domestic Shenzhen Shilihe non-state-owned legal 2.36% 17,860,992 0 0 Investment Co., Ltd. person Wang Shaolin Domestic natural person 2.22% 16,800,000 0 16,800,000 Shengjiu Investment Overseas legal person 1.64% 12,447,120 0 0 Ltd. 3 China Fangda Group Co., Ltd. Annual Report 2011 Summary Chen Binblin Domestic natural person 0.74% 5,598,300 0 0 Cao Yifan Domestic natural person 0.44% 3,320,865 0 0 Shi Baozhong Domestic natural person 0.36% 2,748,816 0 0 Chen Lihong Domestic natural person 0.30% 2,305,365 0 0 Zhen Fan Domestic natural person 0.26% 1,980,000 0 0 Domestic Shenyang Shenfa non-state-owned legal 0.24% 1,800,000 0 0 Investment Co., Ltd. person Top 10 holders of unconditional shares Name of the shareholder Amount of shares without trade limited conditions Category of shares 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 Shengjiu Investment Ltd. 12,447,120 domestic exchange Chen Binblin 5,598,300 RMB common shares Foreign shares placed in Cao Yifan 3,320,865 domestic exchange Shi Baozhong 2,748,816 RMB common shares Foreign shares placed in Chen Lihong 2,305,365 domestic exchange Foreign shares placed in Zhen Fan 1,980,000 domestic exchange Shenyang Shenfa Investment Co., Ltd. 1,800,000 RMB common shares Notes to relationship Among the top 10 shareholders, Shenzhen Banglin Technology Development Co., Ltd. and Shengjiu or “action in concert”Investment Co., Ltd. are parties action-in-concert. Shenzhen Banglin Technology Development Co., Ltd. and among the top ten Shenzhen Shilihe Investment Co., Ltd. are related parties. No other action-in-concert or related parties shareholders. among the other holders of current shares. 4.2 Chart of share equity and controlling power between the Company and the holders Xiong Jianming 85% 100% Shenzhen Banglin Shengjiu Investment Ltd. Technologies Development Co., Ltd.9.09% 0.014% 1.64% China Fangda Group Co., Ltd. 4 China Fangda Group Co., Ltd. Annual Report 2011 Summary §5 Report of the Board of Directors 5.1 Analysis of the Management 1. Business review of the report term (1) General business situation In year 2011, the economic environment is complicated both home and global. Continuing of debt crisis in Europe, inflation in the country, property market control, and tightening monetary policies have been influencing the economic growth of the whole country. The Company has overcome a number of difficulties, kept seizing the positive opportunities, focusing on innovative development, reinforcing the main businesses, and achieved merit performance. In the report period, the Company’s main businesses kept growing. It achieved turnover of RMB1.34878 billion, increased by 16.08% YOY, reached a new historic peak; net profit attributable to the owners of the Company of RMB65.50 million, a 18.96% of growth, net profit after deducting of non-recurring gain/loss increased by 99.21%, the profitability of main business was increasing. As of the end of report period, the Company has order reservation amounted to RMB1.32376 billion, account for 98% of the turnover of this year, which will lay a significant foundation for year 2012. (2) Main business 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. Products taking over 10% of the turnover or gross profit are curtain wall, compound aluminum board, single layer aluminum board, and screen doors. In the report term, the Company has overcome the major influences brought by financial crisis and macro adjustment of the country, none of them has made major impact on the Company’s financial situation and business operation, so in the predictable future. The Company made no prediction or commitment on the profitability of future. 1). Sustained rapid growth of curtain wall business In the report period, facing the adverse economic environment, the company has continued to implement its enterprise bigger and stronger strategy, enhance product core competence, give full play to its technology and brand advantage, push forward energetically Pearl River Delta, Yangtze River Delta and Around Bohai large scale high-end building curtain wall market exploitation to obtain an abundant contract reserves. In the report period the company has successively signed a great number of large-scale energy-saving low-carbon high-end curtain wall projects such as Rwanda International Airport Terminal (Angola), Shenzhen Baoan International Airport New T3 Terminal, Shenzhen Zhongguang Nuclear Building, Changsha Kaifu Wanda Plaza, Beijing Peony Garden, Hefei Xindi Centre, Chengdu Huazhi Square, Wuhan Central Culture District Office Building, Jingdezhen Imperial Estate Square, Kunshan Shimao International Town, Tsingtao Haier Property Group Director Board Building, Erdos International Trade Mart and Hebei Langfang Financial Street Banking Centre. The company has achieved sales revenue 1, 184.7982 million yuan, up 17.4%. In 2011 the curtain production and material business were still the main revenue and profit sources. The company will continue to seize the opportunity of the vigorous domestic building curtain wall demand increasement and take its comprehensive advantage for promoting its curtain production and material business. The 26th World University Games was held in Shenzhen in 2011 and the company has contracted the curtain wall project of Shenzhen Bay Sports Centre which was the opening ceremony gym of the games. The company has constructed with its energy saving and environment protection curtain wall products according to the low-carbon construction idea and the construction was indeed as difficult as the Beijing Bird’s Nest in Beijing. The company has also contracted project of Universidad Stadium curtain wall and the company has constructed the building 5 China Fangda Group Co., Ltd. Annual Report 2011 Summary roof with its creation of new polycarbonate roof system which has been applied for 4 invention patents. The company has been award Universidad Stadium Construction Outstanding Contribution Prize by Universidad Engineering Construction and Logistic Guarantee Headquarters for the solution of polycarbonate temperature deformation and system water resistant problems. 2) Railway Transportation Equipments Promoting Shenzhen Access Metro Age The company PSD (platform screen door) product has possessed the first place in the aspects of market share, brand influence, intellectual property and industry engineering service and especially has distinguished itself in the Shenzhen local metro construction affairs. In June, 2011 the Shenzhen Metro 2nd-stage Construction was put into operation and it is an honor that the metro-line 1 (Baishizhou---Airpot East), the whole metro-line 2 and the metro-4 (Minle---Qinghu) have been equipped with the company PSD product. The company PSD product has possessed merits of advanced performance, stable quality, reliable operation and aesthetic features and the company comprehensive technology is in international advanced level. The company PSD products applied in the Shenzhen Metro 2nd-stage Construction have steadily and efficiently run with non-accident from the beginning of the whole line operation, which has indicated the advanced technology and perfect quality of the company product and obtained great affirmation and praise from Shenzhen Subway Company and Shenzhen residents. The company Shenzhen Metro Line 4 Project Department has been rated as Advanced Quality Control Unit. In the report period, the company has made efforts to greatly improved company internal control, cost control, team building and self-dependent innovation. The company has increased project margin rate and promoted the product performance to be more stable and reliable by optimizing product design and strengthening field management. After years of development, the company has possessed the core technology of PSD and obtained 197 relative patents including 45 invention patents, which is over half proportion of the total domestic patents in this industry. Meanwhile the company has possessed 4 software copyrights. The company has positively pushed forward intellectual property protection and won the social respect and support. 3) Sales Increasement of LED Production In the report period, the company has made efforts to recover LED (semiconductor lighting) production ability and market exploitation management. As a result the company has made an LED product sales increasement of 53.30% in 2011. 4) Promoting Production Base Arrangement and Construction The company always pays great attention to self-dependent innovation and which has resulted in the brand influence increasement, production competency and contract reserve. In order to solve the contradiction between production capacity and order form in the report period, the company has promoted to finish the construction of Dongguan Songshan Lake Production Base production expansion construction and set it in operation before the third quarter end of 2012. 5) Continuous Company Internal Control Improvement The company has been rated as one of 26 Major Listed Internal Control Construction Company according to CSRC (China Securities Regulatory Commission) Shenzhen Securities Regulatory Bureau. In the report period, the company has paid a great attention to the company internal control and invited external enquiry agency besides establishing company internal control construction institution. The company has formulated and performed its internal control system implementation plan. The company has comprehensively deliberated the company management system, business process, organizational structure and work post setting to determine the company business process flow diagram, process description and key control point together with the control approach, meanwhile the company has set up the very internal control group to examine and verify the internal control achievement documents. The company has formulated Company Internal Control System and Company Internal Control Manuscript according to the implementation plan. The company has optimized its internal control system through preliminary internal control audit. 6) In the report period, the company has had the honor to get the titles of 2010 Guangdong Province 500 Enterprise and Guangdong Province 100 Manufacturing Enterprise, 2011 Guangdong Province Model Harmonious Labor Relation Enterprise, etc. The company Fangda brand has been ranked as Shenzhen Famous Brand for 2 successive sessions. Contracted by the wholly-owned subsidiary Shenzhen Fangda Decoration Engineering Co. Ltd, the curtain wall project of Xiamen Five Margin Bay Operation Centre Office Building (Admiralty Centre) has been awarded 2010~2011 China Construction Luban Prize (National High Quality Project) which is the highest prize in the 6 China Fangda Group Co., Ltd. Annual Report 2011 Summary construction trades. The wholly-owned subsidiary Shenzhen Fangda Automatic System Co. Ltd. has won, the only one enterprise of the metro PSD industry, the title of 2010 China Railway Transportation Innovation 50 Enterprise. The subsidiary PSD product has passed RAMS (reliability, applicability, maintainability and security) test and awarded RAMS Certificate issued by Bureau Veritas to come to the first domestic enterprise that has passed the authentication. The subsidiary has already passed through the ISO 90000 Quality Management System, ISO 14000 Environmental Management System and GB/T28001 Occupational Health and Safety Management authentication in the past. The wholly-owned subsidiary Fangda New Material Co. Ltd.(Jiangxi) has awarded Jiangxi Province Quality Management Advanced Enterprise, 2010 Nanchang City HiTech Zone Advanced Enterprise. The project Aluminum Profile Extrusion Die 4C Integration Technology and Appliance, which was cooperated with Nanchang University, has awarded Jiangxi Province Science and Technology Progress Second Prize. 7) Positively Assuming Social Responsibilities In the report period , the company has positively assumed social responsibilities by: paying taxes 74.74 million yuan, up 26.61%; achieving export revenue 12.53 million dollars, up 44.69%; donating 233 thousand yuan and investing 0.8119 million yuan to create nearly 5000 job opportunities; inputting 1.0886 million yuan in the field of employee knowledge and skill improvement. The company has promoted development of new draft, technology, product structure and patent according to clean, safety and efficient production to make contribution for environmental protection. (3) Capital structure in the report term At the end of report term, the Company has total assets of RMB2.16333 billion, including RMB664.33 million of receivable account takes 30.71% of the total assets, increased by 10.79%; RMB254.42 million of inventory account for 11.76% of total assets, investment property of RMB277.71 million account for 12.84%, fixed asset of RMB316.78 million account for 14.64% of total asset, construction in process of RMB81.80 million account for 3.78% of total asset, and short-term borrowings of RMB397 million account for 17.89% of total asset. No long-term borrowings. In the report term, the Company uses fair value in accounting of investment properties, sellable financial assets, and hedging contracts. Recognition of investment property fair value was on the “Property Evaluation Report” 深 同诚评字(2011A)01YQC 第 002 号 issued by Shenzhen Tongzhicheng Property Real Estate Consulting Co., Ltd. Recognition of sellable financial assets was on closing quotation at the end of report term, and calculated according to the “Formula of Fair Value of Shares with Definite Locking Period and Issued Privately”. Hedging contracts are measured at settlement price at end of report term. None of the sales expense, management expense, financial expense, and income tax has changed significantly. (4) Composition of cash flow in the report term Net increase of cash and cash equivalent of RMB-168.70 million. Including RMB-57.05 million occurred by business operation, which was mainly expanding of curtain wall production, and increase of project progress and slow retrieving of project payment. Net cash flow from investment of RMB-78.38 million, which was mainly the investment project of energy saving PV curtain wall, PSD production expanding; net cash flow from financing was RMB-33.3409 million, which was mainly repaying of bank loan and interest payment. (5) The business status and performance analysis of the major subsidiaries of our company. & joint-stock companies. By December 31,2011, we wholly own 8 subsidiary enterprises, they are Shenzhen Fangda Decoration Engineering Co., Ltd, Jiangxi Fangda New-type Aluminum Co., Ltd., Shenzhen Fangda Yide New Material Co., Ltd., Hong Kong Junjia Groups Co, Ltd., Dongguan Fangda New Materials Co., Ltd., Shenzhen Kexunda Software Co., Ltd. and a holding subsidiary, that is Shenyang Fangda semiconductor lighting Co,. Ltd. Shenzhen Fangda Decoration Engineering Co. Ltd is one of the largest manufacturers in curtain walls which is specialized in the design, manufacture and installation of curtain walls and indoor & outdoor windows and doors, also specialized in the design and manufacture of furniture. Shenzhen Fangda Automation Systems Co., Ltd is the 1st in the country and 3rd in the world manufacturer specialized in the development, manufacture and installation of platform screen doors. Fangda New Materials (Jiangxi) Co,. Ltd and Shenzhen Fangda Yidexin new material Co., Ltd are specialized in the manufacture and sales of aluminum sheet, clad aluminum and other new-type building materials, which is the 7 China Fangda Group Co., Ltd. Annual Report 2011 Summary largest in the country. Shenyang Fangda semiconductor lighting Co,. Ltd is specialized in the R&D, manufacture and sales of GAN-based integrated circuit and their parts and components which are the middle or finished products. Dongguan Fangda New Materials Co., Ltd. is mainly engaged in designing, manufacturing, and installation of multiple types of curtain walls, glass walls, doors and windows, fences, and interior roof; power supply and air-conditioning system designing and installation. At present the company is under construction. Shenzhen Kexunda Software Co., Ltd. is mainly involved in computer hardware and software developing, sales, system integration, and technical consulting. (6) Particulars about the special projects under the Company’s control There is no such special projects. 2. Company Future Prospect and 2012 Annual Operation Plan After years of sustained and high-speed development and continuous hardware capacity investment, the company has had curtain wall production and material high-speed development foundation, strong financial strength, brand influence, technical capacity and operation production management capacity. The company curtain wall product has come to be the first choice of the customer and the Fangda aluminum plate has come to be comprehensively technological advanced in the world. Facing the complicated economic situation in 2012, the company shall insist its Bigger and Stronger Strategy and ensure the company main business curtain wall to contribute more for the company revenue and profit. The company shall promote PSD production innovation and market especially the oversea market exploitation to keep the advanced place in domestic industry in 2012. The company shall combine LED with the advantage of curtain wall to promote curtain wall LED display system in 2012. The company will accelerate Beijing, Chengdu and Shanghai production base construction in 2012 to finish the national arrangement of taking Shenzhen as the headquarter, Dongguan Songshan Lake as the base of southern China, Beijing as the base of North and Northeast of China, Chengdu as the base of South China, Shanghai as the base of East China. The company will promote talent-team building, technology innovation, high-level academic exchange, technological achievement share, intellectual property protection and China Famous Trademark declaration. The company will optimize employee salary system, work post plan, financial system, audit system and risk control system to decrease cost and expense. The company will optimize its operational cash flow, strengthen enterprise culture construction, enhance the company and company product popularity and influence. Plan of Fund Demand and Use The company put raised funds 180 million yuan in its energy saving curtain wall and PV curtain wall production expansion project and PSD production expansion project in 2012 and the company. The company will borrow from the bank and issue finance bills to afford the 0.4 billion yuan company normal operation expense. 5.2 Principal business segments on industries/products In RMB10 thousand Segments on industries Change of income Operation Gross profit Change of cost Gross profit ration On Industries Turnover over last year % cost ratio (%) over last year % increased/decreased Metal production 118,479.82 97,780.53 17.47% 23.90% 22.91% 0.67% Railroad industry 9,823.06 7,336.12 25.32% -34.90% -43.32% 11.08% Segments on products Change of income Operation Gross profit Change of cost Gross profit ration On Products Turnover over last year % cost ratio (%) over last year % increased/decreased Curtain wall products 118,479.82 97,780.53 17.47% 23.90% 22.91% 0.67% and materials Rail transportation 9,823.06 7,336.12 25.32% -34.90% -43.32% 11.08% equipment 8 China Fangda Group Co., Ltd. Annual Report 2011 Summary 5.3 Statement on material change on profit composition, main business structure, and main business profitability □applicable √ not applicable §6 Financial Report 6.1 Explanation on changes of accounting policies, accounting estimation, and accounting method □applicable √ not applicable 6.2 Content, amount, reason and impact of major accounting errors □applicable √ not applicable 6.3 Explanation on changes of consolidation range comparing with the previous annual report √ applicable □ not applicable Invested to found Shenzhen Kexunda Software Co., Ltd. and included in the consolidation scope. 6.4 Statement of the Board of Directors and Supervisory Committee on the “Non-standard Auditors’ Report” □applicable √ not applicable 9